Premier Foods plc

Premier Foods plc Annual Report for the 52 weeks ended 30 March 2024

Enriching life

through food

Premier Foods plc Annual Report for

the 52 weeks ended 30 March 2024

As one of the UK’s largest food

businesses, we’re passionate

about food and believe that

each and every day we have the

opportunity to help enrich peoples’

lives by creating great tasting products

that contribute to healthy and balanced

diets, while committing to nurturing our

people, local communities and our planet.

We are proud to be British, employing over

4,000 people operating from 14 sites across the UK,

supplying a range of customers with our iconic brands

which feature in millions of homes every day.

Contents

OVERVIEW

Highlights 02

Our branded growth model 04

Our ingredients 06

STRATEGIC REPORT

Our investment proposition 09

Our purpose, values and culture 10

About Premier Foods 12

Consumer and market trends 14

Our business model 16

Our strategy 18

Strategy in action 20

Group Chair’s statement 22

Chief Executive’s review 24

Key performance indicators (KPIs) 26

The Enriching Life Plan 30

Task Force on Climate-related Financial Disclosures 42

Operating and financial review 56

Risk management 63

Viability statement 71

Find us online at

www.premierfoods.co.uk

GOVERNANCE

Governance framework 74

Board of directors 76

Governance overview 78

Stakeholder engagement

and Section 172(1) statement 84

Nomination Committee report 88

Audit Committee report 91

Directors’ Remuneration report 96

Other statutory information 116

Statement of directors’ responsibilities 119

FINANCIAL STATEMENTS

Independent auditors’ report

to the members of Premier Foods plc 121

Consolidated financial statements 129

Notes to the consolidated financial statements 133

Company financial statements 176

Notes to the Company financial statements 178

Enriching Life Plan disclosure tables 182

Additional information 190

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Overview

on pages 18 and 21.

on pages 04 and 05.

Insight driven

new products

Sustained marketing

investment

Retailer

partnerships

Leading

brand positions

Our branded

growth model

Continue to grow

the UK core

Supply chain investment

Expand UK into

new categories

Build international

businesses with

critical mass

Inorganic opportunities

Our

strategy

on pages 30 to 41.

Products

Helping consumers lead healthier

and more sustainable lifestyles,

by creating foods which have

a higher nutritional value, are

kinder to the environment

and are free of unnecessary or

problematic packaging.

Planet

Contributing to a healthier planet

through strong commitments

to tackle climate change and

deforestation, improving the

sustainability of farming practices

and reducing waste.

People

Forging inclusive and fulfilling

career pathways that contribute

to the UK economy and giving

back to the communities where

we operate.

Our Enriching

Life Plan

Premier Foods plc

www.premierfoods.co.uk

OVERVIEW

Over the year, we have

continued to deliver

strong progress against

each of our five

strategic pillars.

This has resulted in another

strong set of financial results,

with revenue and Trading profit

both growing significantly

year-on-year. Our branded

growth model continues to

deliver sales growth through

new product development

(‘NPD’), sustained consumer

marketing investment and

excellent in-store execution.

Strong cash generation has also

helped us to reduce our Net

debt to its lowest ever level,

even after acquiring FUEL10K.

With this year of strategic

progress and strong financial

performance, we are increasing

our final dividend by 20%.

Statutory measures include 5 months’

ownership of FUEL10K for FY23/24. A

definition of Alternative Performance

Measures and a reconciliation between

headline and statutory measures

are provided in the appendices on

pages 60 to 62.

on pages 24 and 25.

Delivering against each of our five strategic pillars

+13.6%

Continue to grow the UK core

Our core UK business is key to the success

of the Group. This year we have delivered

UK branded revenue growth of +13.6%,

demonstrating the continuing success of

our branded growth model.

See page 18

for more information

£33m

Supply Chain Investment

This year we have spent £33m improving

efficiency and productivity. This ongoing

investment strategy releases cost that we

invest back into our brands in order to

drive further growth.

+72.3%

Expand UK into new categories

Sales from new categories have increased

by +72.3% over the year, driven by

products such as Ambrosia porridge pots.

See page 20

for more information

+12%

Build international businesses

with critical mass

We have continued to deliver progress,

with International sales up +12% in the

year (on a constant currency basis),

building distribution across our key

focus markets.

Inorganic opportunities

This year we purchased FUEL10K, a vibrant

breakfast brand, which we believe will

benefit from our branded growth model

and deliver accelerated growth.

See page 21

for more information

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Highlights

Further analysis and KPIs

found on pages 26 to 29.

Financial and operational highlights

£1,122.6m

Headline revenue

1,2

+ 15.1%

£179.5m

Trading profit

1,3

+ 14.0%

£151.4m

Profit before tax

+ 34.7%

£1,122.6m

£975.6m

£900.5m

£934.2m

£847.1m

FY23/24

FY22/23

FY21/22

FY20/21

FY19/20

£179.5m

£157.5m

£141.2m

£141.6m

£124.0m

FY23/24

FY22/23

FY21/22

FY20/21

FY19/20

£151.4m

£112.4m

£102.6m

£122.8m

£53.6m

FY23/24

FY22/23

FY21/22

FY20/21

FY19/20

1.2x

Net debt to adjusted

EBITDA ratio

56,580

Scope 1 & 2 emissions (tCO

(market-based) -13.8%

1.728p

Final dividend

+ 20%

1.2x

1.5x

1.7x

2.0x

2.8x

FY23/24

FY22/23

FY21/22

FY20/21

FY19/20

56,580

65,629

37,848

FY23/24

FY22/23

FY21/22

FY20/21

72,913

1.728p

1.44p

1.20p

1.00p

FY23/24

FY22/23

FY21/22

FY20/21

A definition of Alternative Performance Measures and a reconciliation

between headline and statutory measures are provided in the appendices on

pages 60 to 62.

Headline revenue in FY23/24 and FY22/23 exclude Knighton.

FY22/23 Trading profit was stated including software amortisation, the prior year

comparatives have been re-stated accordingly.

Total Scope 1 & 2 Greenhouse Gas Emissions – Market-based (tCO

e).

Premier Foods plc

www.premierfoods.co.uk

OVERVIEW

Our branded growth model

fuels the core business, and

consists of four elements:

We have

leading brands…

Many of our brands are leaders in their

categories with high household penetration.

Flavourings & Seasonings

Quick Meals, Snacks & Soups

Ambient Cakes

Ambient Desserts

Cooking Sauces & Accompaniments

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Our branded growth model

We launch new

products based on

consumer trends, with

a major focus on health

and nutrition.

Health and nutrition

Convenience

Snacking and on-the-go

Indulgence

Packaging sustainability

Significant investment in

TV advertising and digital

activation behind seven

of our brands, creating

emotional connections

with consumers.

Focused on driving

mutual category

growth and delivering

outstanding in-store

execution.

…that innovate

to meet

consumers’

needs…

…which are

supported

by engaging

marketing…

…and strong

customer

partnerships.

Ambrosia porridge pots

In FY22/23, we launched a new

range of Ambrosia porridge pots

in a ready-to-eat format. This

NPD took us into the breakfast

category for the first time, as part

of our strategy to expand into new

categories.

Over the year, Ambrosia porridge

pots delivered +108.7% revenue

growth and now has a 10.2%

share of the porridge pots market,

helping Ambrosia become our

fourth £100m brand.

Read more in our Strategy

in action on page 20.

Case Study

‘Devon knows’

Best Restaurant in Town

‘Adventures in flavour. Since 1889’

‘Dad’s night in’

‘Tasty’

‘Sticking together’

‘Piano’

Premier Foods plc

www.premierfoods.co.uk

OVERVIEW

We offer consumers

great tasting products

made from quality

ingredients.

We source a wide range of healthy,

natural ingredients for our products,

purchasing raw ingredients from a

range of suppliers in the UK and from

markets around the world. Last year we

purchased over 265,000 tonnes of food

ingredients, working with around 245

suppliers, to develop long-term sustainable

partnerships which deliver mutual

benefits. We source our ingredients in a

responsible manner to give consumers

confidence that the food they purchase

is produced in an ethical and sustainable

way. Under our Enriching Life Plan, we

have set a target to more than double

the sales of products that meet high

nutritional standards.

How we make our products

We make a lot of our products in a similar

way as people do in their kitchens at

home. We combine simple ingredients and

then cook them – it’s just we do it on a

much larger scale.

Take Loyd Grossman Tomato and Basil

sauce as an example. We take ingredients

such as sun ripened tomatoes, garlic puree

and fragrant basil and combine them with

typical store cupboard ingredients such

as extra virgin olive oil, sea salt and black

pepper. We prepare and heat our sauces in

large pans to ensure they are thoroughly

cooked and can deliver the long shelf

life consumers expect whilst containing

no artificial preservatives. The cooking

is carefully controlled and the recipe is

kept consistent to ensure the outcome, in

terms of flavour and consistency, is always

the same.

14,000 tonnes of

tomatoes

from Spain and Portugal, for our

Sharwood’s, Loyd Grossman and

Homepride sauces.

55,000 tonnes of

wheat

from UK farmers, for our Andover

Mill, which is used to make bagged

flour and baking mixes, including

McDougalls.

2,900 tonnes of

Bramley

apples

from UK orchards, for products

such as our Mr Kipling fruit pies.

37 million litres of

milk

from West Country farmers, for

our Ambrosia rice pudding, custard

and porridge.

Each year we purchase around:

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Our ingredients

Parsley

Camstar Herbs is one of the largest

producers of dried parsley in Europe,

with 3,000 acres in the UK dedicated

to the crop, and they’ve been suppliers

to Premier Foods for 13 years. Premier

Foods buys 72 tonnes of parsley each

year for use in a broad range of products

such as Paxo Stuffing, OXO Cubes,

Batchelors Cup A Soup, Batchelors Pasta

N Sauce and Bisto Parsley Sauce.

All Camstars growers are Red Tractor

approved which ensures high standards

and means their crops can be traced to

the British farms they came from. The

firm also prides itself on getting the

crop from the fields to the factory in

less than half an hour where the parsley

is carefully dried to capture its flavour

before it’s used in our recipes.

One of Camstar’s largest sites is

Chestnut Farm in East Anglia which

grows parsley between July and

November. The site is carefully

managed to protect the soil from the

damage which can be caused by heavy

agricultural practices. Instead, the

ground is only lightly ploughed and

the crop is planted using a corn drill to

ensure minimal soil disturbance. Oats

and radishes are grown on the land

through the winter to encourage aphid

eating invertebrates for spring, reducing

the need for pesticides.

Herbs like ours can transform a product,

elevating it above the every day. We’re proud

of our attention to detail and commitment to

sustainable production principles we share with

Premier Foods. It’s great to know our parsley is

playing a key role in so many famous products.”

Andrew West,

a key grower from Chestnut farm

72 tonnes of

UK parsley

for our Paxo Stuffing, OXO cubes

and Batchelors Cup A Soup

“

Case Study

OVERVIEW

Premier Foods plc

www.premierfoods.co.uk

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Strategic report

Our investment proposition 09

Our purpose, values and culture 10

About Premier Foods 12

Consumer and market trends 14

Our business model 16

Our strategy 18

Strategy in action 20

Group Chair’s statement 22

Chief Executive’s review 24

Key performance indicators (KPIs) 26

The Enriching Life Plan 30

Task Force on Climate-related

Financial Disclosures 42

Operating and financial review 56

Risk management 63

Viability statement 71

Outlined below are a range of attributes, which we believe make the Group an attractive investment

for equity and debt investors alike.

Category leading brands

We are market leader in the five main

categories in the UK in which we

operate (see page 12).

These market shares range from

15% to 44% and many of our brands

display a high degree of household

penetration.

90% of UK households purchase one

or more Premier Foods products

every year.

We are building ever stronger positions

in our categories overseas, particularly

our leading markets of Australia and

Ireland. An example being cake, where

Mr Kipling is the No. 1 brand in the UK,

Ireland and Australia.

Strong margin profile

Our adjusted EBITDA % margins

compare favourably with many of

our sector peers, including branded

multinational FMCG businesses.

These strong margins provide the

platform for us to continually invest

behind our brands, through marketing

investment and product innovation.

In FY23/24, our adjusted EBITDA

% margins were 18.2%, reflecting

the sustained focus on our branded

growth model, leveraging the strength

of our category-leading brands.

Proven branded

growth model

Brands are at the heart of our

business and will continue to drive our

future growth.

Through our market-leading brands,

we invest in emotionally engaging

advertising, launch insight-driven

new products and foster collaborative

partnerships with our retail customers.

Through this proven branded growth

model, we have continued to deliver

consistent branded revenue growth in

the UK, which has increased by 5.1%

per year, on average, over the last

three years.

We also apply our branded growth

model to deliver value to the

other areas of our strategy e.g.

new categories, international

and acquisitions.

Supply chain investment

We run an ongoing capital investment

programme throughout our supply

chain to capture opportunities for

growth, enhance site efficiency

through cost reduction initiatives and

upgrade our infrastructure.

We have a pipeline of projects from

which we expect to generate further

efficiency gains and we plan to steadily

build our capital investment over the

medium-term.

Highly cash generative

We operate a business which is highly

cash generative. With our strong

adjusted EBITDA margins, lower

financing costs and proportionate

levels of capital investment we

generate attractive levels of free

cash flow.

We maintain a Net debt/adjusted

EBITDA medium-term target of 1.5x

and have completed two acquisitions

in the last two financial years, our

first for 15 years, while still reducing

our leverage.

Pension obligations

solution

In June 2020, we completed a

segregated merger of our pension

schemes into one single Trust.

In March 2024, we announced

the suspension of pension deficit

contribution payments which in

FY23/24 were £33m. This significant

step presents us with enhanced capital

allocation options to deliver on our

growth ambitions. A full resolution of

the pension scheme, with the scheme

fully de-risked, is forecast by the end

of 2026.

Responsible in all that we do

Our ESG strategy – the Enriching Life Plan – is articulated through our three strategic pillars of Product, Planet and People. We

have set out our ambitions and targets under each pillar as we ensure the food we create helps enable people to lead sustainable,

healthier lifestyles.

The Enriching Life Plan covers all aspects of sustainable development and encompasses everything we touch, from the ingredients

we source to the communities we serve.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Our investment proposition

Our values and culture

As one of the UK’s leading food producers,

we’re committed to creating a truly great

place to work. Our shared values are the

DNA of our business, helping guide us

in the way we do things. They give us a

common framework for decision-making

and enable us to challenge ourselves, and

each other, to live them day-by-day.

Creating a more modern and

flexible working environment

During 2023 we invested in a new head

office, which provides a more modern

working environment and creates a

workspace that is fit for the future needs

of Premier Foods, whilst also supporting

the Planet pillar within our Enriching Life

Plan by reducing our head office CO

emissions by around 30%.

Our new office, showcasing our new

corporate logo and colour scheme, is a

flexible space, with more collaborative

and informal spaces. Technology plays a

big part, with digital desk booking, signing

in, and wireless charging, as well as video

conferencing capability in all rooms. We

also have an extensive modernisation

programme being rolled out across our

sites as we continue to further invest

in the capabilities, infrastructure and

organisation that are needed to deliver our

exciting growth ambitions.

Building a high performing,

engaged workforce

In January 2024, we conducted our

companywide “OK to say” colleague

engagement survey and were pleased

to receive responses from 87% of our

colleagues, ensuring that we would

have a rich set of data on which to build

our action plans. We were delighted to

see that great progress has been made

from our last survey in 2022, with 10 of

the 12 categories (including Leadership,

Recognition and Personal growth) showing

improving scores, and the remaining 2

staying the same.

In addition, our overall engagement score

increased to 72%, up 3 points. We are

currently in the process of communicating

the results of this year’s survey to

management across the business, so

that they can share this with their teams

and agree development plans for the

coming year.

Employer Brand

To continue our work to make our

company an employer of choice, we

are developing an Employee Value

Proposition (EVP) which we will launch in

FY24/25. Over the year, 27 focus groups

were conducted across the business to

understand directly from colleagues

what working for Premier Foods is

really like, why they choose to work

for us, and what makes them

stay. This is helping us to gain a

more accurate understanding of

our culture so that we can be

transparent when attracting new

talent to the business, and it will

also help us retain colleagues

who already work for us.

Our company purpose – Enriching Life Through Food – guides our actions

every day. It motivates us and is reflected in every element of how we run

our business for our consumers, our planet and our colleagues.

For consumers it means creating great tasting food that enables people to lead sustainable, healthier lifestyles. For the planet it

means making food in a way that respects the world’s natural resources and being a responsible and ethical business. For colleagues

we are contributing positively to their lives by creating an inclusive culture of entrepreneurship, where our people can reach their

full potential and be their authentic selves at work. Our purpose is also the driving force behind our sustainability strategy, known as

our Enriching Life Plan, which encompasses everything we touch, from the products we make to the ingredients we source and the

communities we operate in.

For more information see our Enriching Life Plan and pages 30 to 41.

We’re determined

to be the best,

consistently delivering

at the highest level.

We’re creative in what

we do and how we do it.

We’re energetic and

act with pace.

We achieve more when

we work together.

We bring out the best

in each other.

87%

RESPONSE RATE TO

ENGAGEMENT SURVEY

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Our purpose, values and culture

Investing in our colleagues

Investing in colleague development

continued to be a key focus area for

us throughout the year. We believe

continuous learning and growth are

essential for the success of both our

colleagues and the business.

During FY23/24 we have implemented

various initiatives to support the

professional development of colleagues,

delivered through local academies which

have been built around core competencies

for each functional area and are designed

to enhance skills and knowledge in their

area of expertise.

We have provided opportunities for

training, workshops, and on the job

development. We continue to provide

access to extensive online learning

resources and are pleased to note that

colleagues’ usage has increased by 136%

year-on-year. Our company usage, based

on hours per user, is double the average of

other LinkedIn Learning customers.

We also have mentoring, reverse

mentoring, sponsorship and coaching

programmes in place and encourage

external networking to broaden individuals’

perspectives. We have high potential

programmes in place for our junior and

middle management colleagues and

bespoke offerings for more senior leaders.

Following feedback from our

manufacturing colleagues as part of the

2022 survey, we launched our Thrive

conversation, a standardised colleague

development review for non-management

colleagues across our factory locations.

Over 140 factory line managers have

attended training workshops to

ensure successful implementation and

development conversations are now

consistently taking place across the

business on a rolling basis. Our ambition is

that by 2030 at least 80% of our colleagues

will believe they have the opportunity to

develop and grow, as measured through

our engagement survey.

Evolving our inclusive culture

Inclusion and Diversity (‘I&D’) remains a

key strategic priority for Premier Foods

as we believe it is not only the right thing

to do but also makes good business

sense, by creating a culture where all our

colleagues can thrive. Our well established

#oktobeme programme aims to truly

embed inclusion and diversity across the

business and ensure that everyone feels

safe to bring their authentic self to work. It

was therefore good to note in our recent

survey that 73% of colleagues believe they

can be their authentic self at work which is

a 3% increase on our previous survey.

Last year we launched our first two

Employee Resource Groups (‘ERGs’),

focused on Multi-Culture and Gender

themes and sponsored by members of

the Executive Leadership Team. Following

the successful implementation of these,

we recently launched our next two ERGs

for Health and Disability and LGBTQ+.

The ERGs’ purpose is to educate, engage

and enable sustainable change to occur,

and each have identified key areas of

focus which include attraction of new

talent, education of colleagues within the

business, role modelling and investing in

early careers.

As proud sponsors of Diversity in Grocery

(DIG), we were invited to present a

Learning Lab at the annual DIG Live

Conference in October 2023. This is a

major annual event for the food and drinks

industry, with both manufacturers and

retailers in attendance. Our newly formed

Gender ERG invited five female colleagues

to share their personal stories about the

menopause and support provided within

the workplace with over 1,300 I&D leaders

and change makers from our Industry.

73%

OF COLLEAGUES BELIEVE THEY

CAN BE THEIR AUTHENTIC SELF

AT WORK

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

As one of the UK’s leading food businesses, we’re passionate about

food and believe, each and every day, we have the opportunity to

enrich life for everyone. During FY23/24, Premier Foods employed

over 4,000 colleagues operating from 14 sites across the country,

supplying a range of customers with our iconic brands which

feature in millions of homes every day.

We operate primarily in the ambient food

sector, which is one of the largest sectors

within the total UK grocery market. We

operate in four key Grocery categories

and the Ambient Cakes category. Our

brands are leaders in their categories

with high household penetration,

and 85% of our total revenue comes

from branded products. Following the

acquisition of FUEL10K in October 2023,

we are accelerating our presence in the

Breakfast category.

We are proud to be a British business, our

7 manufacturing sites across the UK make

92% of the food we produce

. Our brands

are leaders in their categories and bought

by 90% of UK households.

Strategic Partnerships

Nissin

We entered into a co-operation agreement

with Nissin Foods Holdings Co., Limited

(‘Nissin’) in 2016, and have launched

Batchelors Super Noodles in a new pot

format, using Nissin’s leading noodle

technology and manufacturing expertise. In

addition, we have taken on distribution of

Nissin’s Soba noodle pots, brought the Cup

Noodle brand to the pot market, and have

also grown Nissin’s Soba noodle bags in the

market. Nissin are now market leader, in the

UK, in the authentic quick meals and snacks

pot market, with a 64% share.

Mondelēz International

In 2017, we signed a strategic global

partnership with Mondelēz International

to renew the Company’s long-standing

licence to produce and market Cadbury

branded cake, as well as home baking and

ambient dessert products. The partnership

covers multiple countries and has the

potential to use the full range of Cadbury

brands in ambient cake.

Customers

We seek to execute our branded growth

model through strategic alignment with

our customers, developing best-in-class,

differentiated plans across all channels

and formats.

We operate a multi-format, multi-

channel approach to serving a broad

range of customers, including major UK

supermarkets, discounters, e-commerce

channels, convenience stores, wholesalers

and foodservice operators.

Categories Brands Position Share

Flavourings & Seasonings

#1 44%

Quick Meals Snacks & Soups

#1 38%

Ambient Desserts

#1 41%

Cooking sauces &

Accompaniments

#1 15%

Ambient Cakes

#1 18%

Source: Category position and market share: Circana, 52 weeks ending 30 March 2024

Based on retail sales value for FY23/24

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

About Premier Foods

Europe

Ireland

+12%

International

revenue

growth

Our international business

We are driving growth in our

international business through

the deployment of our branded

growth model, with the aim of

achieving critical mass in our

strategic focus markets.

Our largest international businesses are

in Australia and New Zealand and Ireland,

where we have established strategic

relationships in our focus categories with

the leading retailers in both markets. Our

brand focus is on Mr Kipling cake and

Sharwood’s and The Spice Tailor cooking

sauces, plus we are now exploring the

potential for FUEL10K to expand overseas.

Our objective is to build global brands

through leveraging our proven branded

growth model, to create a business of

scale, over time. Our other areas of

geographical focus are EMEA (Europe,

the middle East and Africa) and North

America. Our international business has

grown +62.6% since the launch of our new

strategy in 2020, and delivered another

strong performance in the year, with sales

+12% on a constant currency basis.

Ireland

Strong performances with our

three major retailers, resulting

in revenue growth +17% versus

prior year. Reflecting growth

across a number of key brands,

including Ambrosia, Bisto

and Oxo.

Australia and New Zealand

We have continued to build the

Mr Kipling and Cadbury cake

brands in Australia, reaching a

record market share of 16.1%

during the year, consolidating

our leadership position.

Now building distribution

of The Spice Tailor in New

Zealand.

Europe

Revenue growth +28% versus

prior year, helped by increased

distribution for Sharwood’s in

a range of markets including

Spain, Germany and the

Netherlands.

North America

Within North America, we our

building distribution of Mr

Kipling with customers and

now have listings in over 3,000

stores across the USA and over

900 in Canada.

We are also expanding

distribution of The Spice Tailor,

with 1,200 stores in Canada,

and recently agreed new

listings in over 1,000 stores in

the USA.

35%

REVENUE

GROWTH

IN US

+17%

REVENUE

GROWTH

+28%

REVENUE

GROWTH

No.1

IN CAKE IN

AUSTRALIA

North America

Australia and

New Zealand

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Consumer trends

Health and

nutrition

Impact

Consumers continue to seek

better-for-you options in their

diet. This may encompass food

and meal choices that provide

additional health or nutrition

benefits, including being lower

in one or more of fat, salt, sugar

or calories.

Our response

Health and nutrition is a leading consumer trend for us and,

therefore, one which is pivotal in guiding the type of new

products we bring to market. This year, we expanded our

range of cooking sauces with the addition of Sharwood’s

Curry Pastes with 30% less fat. We also launched low fat

Batchelors Pasta ‘n’ Sauce pots. These follow the launch

last year of a range of Mr Kipling ‘Deliciously Good’ cakes

and pies, classified as non-HFSS (non-high in fat, salt and

sugar) and which provide consumers with a healthier

version of cakes, made with higher proportions of fruit

and fibre.

Convenience

Impact

Consumers live increasingly

busy lives, and don’t always

have the time to cook from

scratch, often using a multitude

of ingredients. Accordingly,

consumers look for help when

preparing and cooking delicious

meals at home, especially

during the middle of the week.

Our response

Convenience is therefore another key consumer trend we

incorporate in our innovation programme. To align to this

trend, we launched a larger, ‘Big Pot’ version of the already

popular Soba Noodle range. Soba Noodles have proved

immensely popular since we assumed distribution in 2017;

the brand is now worth £49m in retail sales value and has

grown revenue by an average of 54% per annum for the

last five years.

Snacking and

on the go

Impact

Many consumer meal and

eating occasions take place

in the home, however, many

also take place away from

home. These may be across all

meal time occasions, be they

breakfast, lunch or dinner.

Our response

In light of this trend, we offer many different products

across our portfolio to provide consumers with tasty

and convenient products they can eat when they are on

the go. For the breakfast meal occasion, we have our

successful Ambrosia porridge pots which require no added

ingredients and which can be eaten either hot or cold. We

also now have the FUEL10K brand, which we acquired this

year and which offers a wide range of protein enriched

products, such as Oat bars and breakfast drinks, which can

be consumed on the go. Additionally, the Mr Kipling range

features the ever popular snack pack cake slices which are

bought in packs of six or eight individual packaged cake

slices and are ideal for lunch boxes.

The ambient Grocery market is shaped by a number

of consumer, economic and social trends and also

the regulatory environment.

We have a deep understanding of the consumer trends most pertinent to the categories in which we

operate. We apply these trends as we develop innovative new products and evolve our existing ranges to

ensure we continually meet consumers’ needs. Some of the new product ranges we bring to market may

align to more than one of the consumer trends which are outlined below.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Consumer and market trends

Consumer trends

Premium and

indulgence

Impact

There continues to be

demand for more premium

and indulgent products, as

when consumers are seeking

a treat, they’re looking for

exceptional taste to warrant

the indulgent nature of the

eating occasion. This remains

the case, despite the backdrop

of the well documented impact

of inflationary pressures and a

clear trend from consumers to

eat more healthily.

Our response

We continue to build premium and indulgent products

into our innovation plans. For example, this year, we

extended our range of premium Ambrosia Deluxe custard

and rice products, for those consumers in search of a more

premium dessert offering. Not only does this provide an

indulgent treat but the Ambrosia Deluxe range is also non-

HFSS. Additionally, we launched our best ever Mr Kipling

Signature mince pies which received strong consumer

reviews.

Packaging

sustainability

Impact

Consumers are also interested

in food that helps support

healthier and more sustainable

lifestyles, are kinder to the

environment and made of

recyclable or compostable

packaging.

Our response

Across our portfolio, 96% of our packaging is recyclable,

reusable or compostable. Therefore, a significant

proportion of our products are entirely recyclable. We

remain committed to making 100% of our products

recyclable, reusable or compostable. Since joining the UK

Plastics Pact in 2018, we have reduced our total packaging

usage by 23% and increased total recyclability from 91% to

96% and the recyclability of plastics from 48% to 86%.

Economic trends

Consumer budgets

in transition

Impact

Over the last two years,

consumers have experienced

inflationary pressures in

many areas of household

expenditure, such as heating

bills, fuel and food. This led to

declining disposable incomes,

resulting in many consumers

looking for nutritious and

affordable alternatives in

their weekly shops. In more

recent months, inflation has

moderated and wages have

grown faster than the CPI

index, so providing improved

purchasing power and bringing

some relief to consumers.

Our response

Our portfolio has a broad range of affordable and good

quality products, which families can purchase as part of

preparing and cooking healthy and inexpensive meals.

Not only does our portfolio offer many options to prepare

nutritious and good value meals, we have also lowered

the promotional prices of many of our products during

the second half of FY23/24. Products such as Batchelors

Super Noodles, Loyd Grossman cooking sauces and Mr

Kipling slices all lowered their promotional prices, providing

improved value for consumers.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Our

competitive advantage...

Our branded

growth model

Leading

brand positions

Our brands are leaders in their

categories with high household

penetration.

Insight driven

new products

We launch new products linked to

key consumer trends, with a major

focus on health and nutrition.

Sustained marketing

investment

We create emotional connections,

through media, to build brands,

maintain awareness and keep them

contemporary.

Retailer

partnerships

Our partnerships are focused on

driving mutual category growth

and delivering outstanding in-store

execution.

We’re determined

to be the best,

consistently delivering

at the highest level.

We’re creative in what

we do and how we do it.

We’re energetic and

act with pace.

We achieve more when

we work together.

We bring out the best

in each other.

Our

values and

culture

Consumer insight

We have deep understanding of

our consumers, based around

insights on how they shop, how

they cook and how they eat. We

use this insight, together with our

knowledge of new and emerging

food trends, to develop and launch

products that meet their needs.

Colleagues

Our unique and inclusive culture

helps us to attract and retain

talented colleagues across our

business. Our experienced

leadership teams, have a broad

and deep understanding of the

food industry, and are focused on

delivering exceptional performance.

Sourcing

We are committed to producing

high-quality food that is sourced in

a fair, ethical and environmentally

responsible way.

Manufacturing

Our strong manufacturing

capabilities allow us to manufacture

a diverse range of high quality

products with enhanced efficiency,

whilst maintaining our leading

standards of safety, both for our

food and our colleagues.

Our

capabilities

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Our business model

The

impact

we make

90%

of UK households

purchased one of our

products last year.

+29bps

market share growth (basis

points).

73%

colleague engagement

score, up 3% from our last

survey in 2022.

80%

of our third-party spend is

with UK-based suppliers.

+63%

shareholder return

delivered over the last

three years.

949,040

meals provided to help

those in food poverty (see

page 189 for definition).

Consumers

Helping consumers make tasty,

nutritional and low cost meals, and

launching new products that meet

their needs.

How we

deliver value

for our stakeholders

Our ESG

commitments

Product

Helping consumers lead

healthier and more

sustainable lifestyles, by

creating foods which have a

higher nutritional value, are

kinder to the environment

and are free of unnecessary

or problematic packaging.

People

Forging inclusive and

fulfilling career pathways

that contribute to the UK

economy and giving back to

the communities where we

operate.

Planet

Contributing to a healthier

planet through strong

commitments to tackle

climate change and

deforestation, improving

the sustainability of farming

practices and reducing waste.

Customers

Developing strong partnerships with

our customers to deliver category

growth and delivering excellent in-

store execution.

Colleagues

We’re committed to creating a

truly great place to work for our

4,000 colleagues, which provides

opportunities to develop and grow in

an inclusive and diverse environment.

Suppliers

We develop strong relationships

based on mutual respect and trust,

to source high-quality, natural

ingredients for the long-term benefit

of both parties.

Shareholders

Delivering sustainable profitable

growth and long-term shareholder

value. Over the past three years, we

have delivered shareholder return of

63% and we are now positioned in

the top half of the FTSE 250.

Communities

We build strong bonds with the local

communities in which we operate,

providing long-term employment

opportunities and making meaningful

contributions through our charitable

giving and volunteering programmes.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Continue to grow

the UK core

What this means

A vibrant and growing UK business

provides the foundation for broader

expansion.

Progress in FY23/24

Our branded growth model is at the

heart of what we do. Leveraging

our leading category positions, we

launch new products to market linked

to key consumer trends, supported

by sustained levels of marketing

investment and delivered through

strong customer/retailer partnerships.

One of our key focus areas is to launch

new product ranges aligned to key

consumer trends. Under the health

and nutrition trend, we launched

Sharwood’s curry pastes with 30%

less fat, and to tap into the indulgence

trend, we extended the Ambrosia

Deluxe range to include Rice Pudding.

We again increased our level of

marketing investment this year, with

seven of our major brands benefiting

from a blend of mainstream TV

advertising, digital and out door

media, and continued success

of our ‘Best Restaurant in Town’

campaign. Delivering sustained

levels of brand investment to focus

on building emotional connections

with consumers and delivering

outstanding in-store execution in

collaboration with our retail partners.

Outlook for FY24/25

We will continue to invest behind

our brands to drive emotional

connection with consumers.

Innovation plans for next year

include Loyd Grossman Tomato and

Mascarpone sauce and expansion of

The Spice Tailor range.

Link to KPIs

• Revenue & Trading profit

Supply chain

investment

What this means

We have a strong pipeline of

opportunities to enhance efficiencies

across our manufacturing operations.

This facilitates the manufacture of

new products development and

enhances the safety and working

conditions of our colleagues.

Progress in FY23/24

In FY23/24, we increased capital

investment to £33m year on year.

We continued to install more auto-

casepackers and auto-palletisers in

our Sweet Treats manufacturing sites.

These projects are prime examples of

improving efficiencies, so enhancing

Gross Margins and delivering

attractive financial paybacks.

Additionally, we have invested

in replacing air compressors at a

number of our sites and installed

solar panels at our Stoke site. These

initiatives not only deliver increased

efficiencies but also reduce scope 1 &

2 carbon emissions.

Through improving our underlying

margins, these projects provide

funds for re-investment in our

brands, whether it be TV or digital

advertising. This serves to strengthen

our brand equity and provide the

platform for further growth over the

medium-term.

Outlook for FY24/25

In FY24/25, we plan to grow our

capital investment to levels at least

in line with FY23/24.

We have a number of projects in

our capital investment pipeline,

including an innovative, energy

efficient process to manufacture

iced-topped cake products. This

project will deliver increased line

efficiency and productivity and also

to reduce carbon emissions.

Link to KPIs

• Free cash flow

Our growth strategy

is based on 5 strategic

pillars to deliver

sustainable long-term

growth, fund investment

behind our brands and

provide value for our

stakeholders.

While we will continue to grow our core

UK business, we also focus on a number of

areas which we believe have the ability to

deliver additional growth.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Our strategy

Expand UK into

new categories

What this means

Leveraging the strength of our

brands and our proven branded

growth model by launching into new,

adjacent product categories.

Progress in FY23/24

Many of our brands are leaders in

their categories, with strong brand

equity which can be leveraged to

expand into adjacent categories.

We have made strong progress

expanding into new categories in the

year, growing new category revenues

by +72%.

Two years ago, we launched a range

of Ambrosia porridge pots in a ready-

to-eat format that can be enjoyed

hot or cold. This represented our

first entry into the breakfast eating

occasion. The launch has proved to

be very successful, reaching 10.2%

market share of the porridge pot

market.

Another recent new category

launch is ice-cream. The product

range is available in some of the

classic flavours of Angel Delight and

Mr Kipling, such as Butterscotch

Angel Delight and Mr Kipling Cherry

Bakewell. In addition, our Cape Herb

& Spice and OXO Marinades have also

performed well.

Outlook for FY24/25

We plan to expand the distribution

of ice-cream across the Mr Kipling,

Angel Delight and Ambrosia brands,

and extend Angel Delight ice-cream

into a hand-held format. We also

plan to expand distribution for our

Ambrosia porridge pots range and

augment the range with some further

exciting new flavour variants.

Link to KPIs

• Revenue & Trading profit

Build international

businesses

with critical mass

What this means

Building sustainable overseas

business units with critical mass,

by applying our brand building

capabilities and applying them to

focus overseas markets including

Ireland, Australia and New Zealand,

North America and EMEA.

Progress in FY23/24

The brands we are focusing on to

deliver this growth are Mr Kipling,

Sharwood’s and The Spice Tailor.

In North America, we have

successfully increased distribution of

Mr Kipling cake to over 3,000 stores

in the USA and over 900 stores in

Canada during the year.

We have continued to build the Mr

Kipling and Cadbury cake brands

in Australia, fostering collaborative

partnerships with retail customers

and launching new products,

including Mr Kipling Salted Caramel

Slices and Caramel Bakewell tarts.

Our market share of the cake

category in Australia reached 16.1%

during the year, consolidating our

position as market leader.

We increased the number of agreed

listings for The Spice Tailor to 10

countries globally.

Our international business delivered

revenue growth of +12% in the year

(on a constant currency basis).

Outlook for FY24/25

We will continue to apply our proven

branded growth model to our focus

brands and markets. We’re looking

forward to delivering further growth

of Mr Kipling, The Spice Tailor and

Sharwood’s in North America and

continued expansion of Sharwood’s

and The Spice Tailor in Europe.

Link to KPIs

• International revenue

Inorganic

opportunities

What this means

We are looking to acquire brands

where we believe we can drive

significant value through the

application of our branded

growth model.

Progress in FY23/24

In October 2023, we announced

our second and latest acquisition:

FUEL10K, a vibrant, protein

enriched, high growth breakfast

brand.

FUEL10K provides us with an ideal

platform to accelerate our expansion

into the Breakfast category, building

on the increasingly established

success of Ambrosia porridge pots.

Attracting a predominantly young

consumer demographic, the brand

has an on-trend range of granola,

oats and drinks products. In a similar

way to our first acquisition for 15

years before it, The Spice Tailor,

FUEL10K has demonstrated a strong

growth profile in recent years,

and we expect to deliver further

growth through leveraging our well

established and proven branded

growth model.

Outlook for FY24/25

We will continue to explore

opportunities to acquire brands

where we believe we can add value

through our branded growth model.

While continuing to apply strong

financial discipline, in line with the

approach taken with our recent

acquisitions of The Spice Tailor

and FUEL10K.

Link to KPIs

• Revenue & Trading profit

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

LOW RES

Strategy in action

Expand UK into new

categories

Our new categories strategy is to

leverage the strength of our brands

and our proven branded growth

model by launching into new, adjacent

product categories.

We target adjacent categories where

we believe the equities of our brands

are well placed to deliver new and

exciting alternatives for consumers

and shoppers. The first product

expansions under this strategic pillar

include Ambrosia porridge pots;

ice-cream in three different brand

choices (Angel Delight, Mr Kipling and

Ambrosia); Cape Herb & Spice and

OXO Marinades.

Ambrosia porridge pots

Ambrosia is one of our largest and

most loved brands; it is the leader in

the ambient desserts category and

synonymous with creaminess from

Devon. With household penetration of

35.2%, Ambrosia demonstrates strong

brand equity and with its brand and

product quality, a clear opportunity

existed to launch into the breakfast

category.

Therefore, in FY22/23, we launched a

new range of Ambrosia porridge pots

in a ready-to-eat format which can be

enjoyed hot or cold. This represented

our first entry into breakfast and

leverages the creaminess attributes

which Ambrosia is well known for. The

range was initially available in three

varieties – original, raspberry and

golden syrup flavour.

In its first year, the range was

successful in growing to a 5.2% share

of the porridge pots market. During

FY23/24, the range continued to

demonstrate strong progress, growing

to 10.2% share of the market, which

is growing at 19.1%. We also added

a fourth flavour variant to the range

this year, Apple & Blueberry, and have

plans to extend the product range

further in the future.

In line with our branded growth

model, to increase product awareness

to consumers, we also supported

porridge pots with national TV media,

leveraging the popular ‘Moley’

advertising used for the core Ambrosia

product range.

Additionally, we implemented

impactful promotional support during

the year, through employing both our

newly acquired brand, FUEL10K, and

Ambrosia porridge pots to deliver

increased sales through enhanced in-

store activation.

As we look forward to FY24/25, we

plan to increase retailer distribution,

expand the product range further,

deliver elevated levels of promotional

activity in-store and continue

advertising to drive consumer

awareness.

MARKET SHARE

10.2%

REVENUE GROWTH

+108.7%

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Strategy

in action

Strategy in action

Inorganic opportunities

Another way we can accelerate growth

is through targeted acquisitions.

Acquisitions of The Spice

Tailor and FUEL10K

After a 15 year hiatus, we announced

the acquisition of The Spice Tailor in

July 2022 and followed this up with the

FUEL10K transaction in October 2023.

The Spice Tailor is a premium brand

in the authentic Indian and Southeast

Asian meal kit market. It is popular

with consumers who enjoy scratch

cooking and appreciate the strong

authentic taste profiles, allowing them

to make restaurant quality meals in

minutes.

Since acquisition, we have increased

distribution in major retailers and

delivered improved in-store execution

through more impactful product

displays. We have also expanded our

presence beyond the UK and Australia,

building distribution in the Irish and

Canadian markets and extended this

further to add another six countries,

taking the total country listings to ten.

As we look forward to next year, we

expect to deliver further revenue

growth and have exciting plans to

launch a range of new products both

in the UK and overseas, building on

The Spice Tailor’s heartland of cooking

sauces and kits.

FUEL10K is a vibrant breakfast brand,

boasting a portfolio of granola, oats

and drinks products, and representing

an ideal platform as we look to

significantly expand our presence in

the breakfast meal occasion, building

on the established success of Ambrosia

porridge pots.

Like The Spice Tailor, FUEL10K has been

incredibly successful in building brand

equity from scratch, bringing exciting

new products to market which are

well aligned to consumer trends, and

achieving listings in major retailers.

FUEL10K is also another example of

a brand which has delivered strong

double-digit revenue growth, building

a strong consumer following. Many of

these are younger consumers in search

of protein enriched products.

Since we acquired FUEL10K, we have

made strong progress integrating the

business into the wider Group and

the next stage for us is to leverage

our proven branded growth model to

deliver further progress.

For example, we have identified

opportunities to increase distribution

of the FUEL10K product range,

leveraging the strength of our

commercial relationships. Additionally,

we will expand the innovation pipeline

to bring more new products to market.

We will also support the brand with

increased marketing investment and

explore options to launch FUEL10K into

our existing overseas markets.

We’re excited about the opportunities

FUEL10K presents and look forward to

its continued progress.

THE SPICE TAILOR

NOW AVAILABLE IN

COUNTRIES

STRATEGIC

Premier Foods plc

www.premierfoods.co.uk

This report covers our

2023/24 financial year

for the 52 weeks ending

30 March 2024

Headline revenue

reached £1,122.6m,

an increase of +15.1%,

and adjusted profit

before tax increased

to £151.4m. Net debt

for the Group reduced

by £38.7m to £235.6m

and, in April, we

suspended our pension

deficit contributions,

creating a free cash flow

saving of £33m for the

year ahead.

During the year, we completed our second

strategic acquisition, purchasing FUEL10K.

Together with The Spice Tailor, both

acquisitions are aligned to our strategy

of applying management’s successful

branded growth model to brands that

can deliver disproportionate growth and

accelerate value creation. It is in line with

this strategy that we took the difficult

decision last year to close our Knighton site

and, this year, we announced the closure

of our Charnwood manufacturing site,

both of which manufactured private label

products for third party customers.

External climate

Inflation levels seen across the food

industry in recent years continued to

be high in FY23/24. As a consequence,

we continued to mitigate rising costs

through a range of effective processes, in

conjunction with our retailer customers

and broad supplier base, thereby ensuring

we maintained value for consumers and

delivered for our shareholders.

During the second half of the year, as input

pressure started to ease together with

inflation beginning to soften, the business

responded with a range of measures

across a number of major brands,

supporting our strong performance in the

second half of this year.

Financial position

Our business strategy remains unchanged

and utilises our core skillset of building

and growing brands to deliver sustainable

long-term growth. Applying this across the

core portfolio and into new categories,

overseas markets and acquisitions as

part of our growth plan, has delivered a

consistently strong trading performance

and further strengthened our robust

financial position. This year we stepped

up our capital investment programme,

which will increase efficiency across our

operations and further supports our long-

term growth.

We have continued to make strong

progress, following the segregated merger

of the Group’s legacy pension schemes in

2020. The investment strategy remains the

same, to build the RHM scheme surplus

and reduce the Premier Foods deficit. In

April, following the strong performance of

the RHM pension scheme, we suspended

our pension deficit contributions, a saving

of £33m in free cash flow for the year

ahead, which presents us with enhanced

capital allocation options to deliver on our

growth ambitions.

Our Net debt has continued to fall,

reaching £235.6m at the end of the year,

and the Group continues to manage its

working capital tightly. At the year end,

FY23/24 Net debt/EBITDA sat at 1.2 times,

our lowest ever level, and this is after the

acquisition of FUEL10K.

The Board remains committed to providing

shareholders with a progressive dividend

each year. Therefore, I am pleased to

confirm that, subject to shareholder

approval, the directors have proposed a

final dividend of 1.728 pence per share for

the 52 weeks to 30 March 2024, a +20%

increase on prior year.

Board priorities and

shareholder feedback

As a Board, we support the management

team’s commitment to delivering our

growth strategy, the success of which is

evident by progress made against all its

strategic pillars during the year, generating

further value for our shareholders.

We have delivered another year of progress against our five strategic pillars, enabling us

to end the year with a financial performance ahead of market expectations.”

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Group Chair’s statement

Delivering our ESG strategy, known as

our Enriching Life Plan, remains a key

focus for the Board and the management

team, and this year we made further

progress on our commitments, including

increasing the proportion of products

with a health or nutritional benefit from

43% to 44%, making further reductions

to our Scope 1 and 2 emissions and

increasing the number of women within

our senior management to 41%. Further

details can be found in our ESG section on

pages 30 to 41.

The Board is now fully compliant with the

recommendations of the FTSE Women

Leaders Review with 40% of our Board

comprised of female directors. In addition,

we are also aligned with the current

requirements of the Parker Review. In

light of the recommendations published

in March 2023, the Group has set an

ambition for 7% of senior management to

be colleagues from ethnic minorities by

December 2027. Further information can

be found in the Nomination Committee

report on pages 88 to 90.

As Group Chair, I have continued our

dialogue with shareholders during the year,

to understand your views and priorities

and ensure these were incorporated into

our future planning and Board discussions.

We look forward to continuing to hear your

insight, as we deliver further growth and

shareholder value in the coming years.

Governance and the Board

In July 2023, we announced that Simon

Bentley was resigning as a director to focus

on his commercial and other interests.

I’d like to thank Simon for his valuable

contribution to the Board over the past

four years, during which time the Group

has made substantial progress on its

strategic objectives and wish him well for

the future.

At the same time, following Simon’s

decision to step down from the Board, Tim

Elliott, was appointed Chair of the Audit

Committee.

Richard Hodgson will step down from

the Board at the AGM, having served

as a non-executive director for over

nine years and as Senior Independent

Director since 2019. I’d like to take this

opportunity to thank Richard for his

extensive commercial and retail insight

and the important contribution he has

made to the Company’s strategic thinking,

over what has been a period of significant

transformation for the business.

Replacing Richard, in May 2024 the Board

announced that Lorna Tilbian will take on

the role of Senior Independent Director.

I am also pleased to advise shareholders

that Malcolm Waugh will be joining the

Board after the AGM, bringing a wealth

of commercial, strategic and operational

experience from the food and drink

industry.

In summary, we have concluded the year

with both a strong financial and strategic

performance, which provides us with the

platform to continue delivering our growth

strategy, generating value for shareholders

and all our stakeholders.

I would like to once again thank all of our

investors, colleagues, suppliers, customers

and consumers for their continued

support.

Colin Day

Group Chair

16 May 2024

Statutory measures include 5 months’ ownership

of FUEL10K for FY23/24. A definition of Alternative

Performance Measures and a reconciliation

between headline and statutory measures is

provided in the appendices on pages 60 to 62.

Headline revenue excludes Knighton.

+34.7%

Increase in profit before tax

14.1%

Reduction in Net debt

+20%

Increase in final dividend

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

This has been another

very strong year for

the business, as we

continued to deliver

across all of our key

financial and strategic

metrics.

Our Trading profit increased by 14.0% to

£179.5m

and headline revenue increased

by 15.1% to £1,122.6m

. Our Grocery

business performed particularly strongly,

with headline revenue up 16.7%, while our

overall market share increased by a further

29 basis points.

Strong trading and financial

performance

Once again, we have achieved this strong

performance because of our expertise in

building and growing brands. Our brands

are the heart of our business, and through

our Branded Growth model, we have been

able to continue to develop and expand

our brands in the UK and internationally.

Group branded revenue increased by

13.5% and we continued to outperform

the market. Through the consistent

application of our branded growth model,

our grocery brands have grown market

share year after year and by more than

200 basis points over the last three years.

A notable highlight this year has been

Ambrosia, which has become our fourth

£100m+ brand alongside Mr Kipling,

Batchelors and Bisto.

Once again, this year we continued to

operate in a challenging macroeconomic

climate. Nonetheless, we again were able

to mitigate significant increases in input

costs and hold our margins. As the year

progressed, we saw inflationary pressures

start to ease and we have been able to

invest in sharper promotional prices for

our consumers. As a result, we saw many

of our brands return to volume growth in

the fourth quarter.

As a result of our continued strong Trading

profit and cash generation, our financial

position has further strengthened. Net

debt has fallen further, and we are pleased

to report our lowest ever leverage, with

Net debt to EBITDA now at 1.2 times,

while at the same time acquiring the

FUEL10K brand and paying the previously

announced 20% increase in dividend.

I’m also particularly pleased with the

progress of our legacy pension schemes,

as we announced the suspension of

pension deficit contributions from April

2024. This reflects the great progress

made by the Trustee in delivering their

investment strategy since we completed

the landmark segregated merger in 2020.

The suspension of payments, represents

a saving of £33m in free cash flow for the

year ending 29 March 2025.

Continuing to deliver on our

five pillar Growth Strategy

Alongside our strong financial

performance, we have continued to make

good progress against our five pillar growth

strategy. This is an extension of our core

brand building capabilities, to areas where

we currently have limited presence such

as; categories where our brands currently

do not have a range of products, overseas

geographies where we currently generate

limited revenue, and brands we don’t

own yet but which would benefit from the

application of our branded growth model.

We have made further progress on each of

the five pillars this year.

We have continued to grow the UK core

business, with our UK branded revenue

growing by 13.6% which was once again

ahead of our categories. This follows

consistent UK branded revenue growth

of 5.1% per annum on average over the

last 3 years, whilst maintaining our strong

Trading profit margins.

We continue to have a significant

opportunity to invest in our second

strategic pillar: supply chain

infrastructure. This year we have increased

our capital investment to £33m, much of

it in improving productivity and facilitating

the manufacture of new product ranges.

This ongoing investment releases cost that

we invest back into our brands in order to

drive further growth, providing a virtuous

cycle.

We continue to focus our infrastructure

investment on our branded production

capabilities. Having announced the difficult

decision to close our factory in Knighton

in January 2023, the site closed in March

2024. The site manufactured non-branded

powdered beverages and was not aligned

to our branded growth strategy. In March

2024, we entered a consultation with

colleagues regarding the proposed closure

of our Charnwood site, for the same

rationale, a non-branded site which is not

our strategic focus.

2024 has been a significant year for

the third pillar of our growth strategy:

expanding our brands into new

categories. A strategic priority for the

business is to capitalise on the opportunity

we see to expand our much loved food

brands into new categories. During the

year, we made strong progress, growing

revenues from new categories by over

70%. A great example is Ambrosia’s

expansion into the fast-growing porridge

pot category. We now have 10.2% share

of the UK porridge pots market and have

extended the range into Ireland.

Meanwhile we continue to build our

international businesses, the fourth

pillar of our strategic plan. This year we

again delivered double digit growth in

international revenue, while making

further strategic progress, including

building distribution across several

I’m delighted to be reporting another excellent performance, ahead of market expectations,

with further good progress across all strategic pillars.”

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Chief Executive’s review

key markets. This included expanding

distribution of The Spice Tailor into ten

markets, while Mr Kipling is now in

nearly 4,000 stores in North America and

Sharwood’s further expanded distribution

across both Europe and North America.

The final pillar of our strategy is to

buy brands that will benefit from the

application of our branded growth

model, and this year we made our

second acquisition in just over a year

with FUEL10K. This high-growth vibrant

breakfast brand will accelerate our

expansion into the breakfast category

and beyond. During the year, we also

continued to expand distribution of our

first acquisition, The Spice Tailor, both in

the UK and overseas. I’m pleased to report

that the brand has delivered returns ahead

of our acquisition plan.

Enriching Life Plan

In making this financial and strategic

progress, we continue to deliver against

our 2030 commitments, as laid out in our

Enriching Life Plan.

This year we made further progress in

increasing the proportion of our products

meeting higher nutritional standards,

which has now reached 44%. We also

reduced our market-based Scope 1 and 2

emissions by 13.8% which is ahead of our

plan and also delivered significant energy

cost savings.

Meanwhile, we continue to help our

colleagues to thrive at work and ensure

we have a positive impact on the local

communities where we operate. This year

we donated 949,040 meals to FareShare

and food insecurity charities. Further

details can be found on pages 30 to 41.

Recipe for success

Over the past four years, we have

successfully navigated a wide range of

challenges, including global supply chain

disruption and unprecedented inflation.

Our continued strong performance despite

these challenges, demonstrates the

robustness of the business, the strength of

our brands, our strategy and performance

led culture.

As we look forward, leveraging these

strengths and continuing to focus on

delivering our proven strategy, I am

confident that Premier Foods will continue

to deliver significant growth and become

a much bigger business than it already

is today, creating further value for

shareholders.

Alex Whitehouse

Chief Executive Officer

16 May 2024

Statutory measures include 5 months’ ownership

of FUEL10K for FY23/24. A definition of alternative

performance measures and a reconciliation between

headline and statutory measures is provided in the

appendices on pages 60 to 62.

Headline revenue excludes Knighton.

+15.1%

INCREASE IN HEADLINE REVENUE

+29bps

INCREASE IN UK MARKET SHARE

+14.0%

INCREASE IN TRADING PROFIT

£38.7m

REDUCTION IN NET DEBT

STRATEGIC

Premier Foods plc

www.premierfoods.co.uk

We use a number of performance indicators to monitor

financial, operational and ESG performance.

These are reviewed on a regular basis

by our senior management teams and

the Board. Performance indicators are

used to encourage focus on the delivery

of our key strategic priorities. They are

used to measure performance, highlight

areas for attention and corrective action,

as well as recognising good performance

and celebrating success. Trading profit

and certain ESG targets also form part of

management’s bonus objectives.

The KPIs set out below are aligned with

the Group’s five pillar growth strategy

and also the commitments set out in our

ESG strategy, the Enriching Life Plan.

£1,122.6m

Headline revenue

1,2

£179.5m

Trading profit

£1,122.6m

£975.6m

£900.5m

£934.2m

£847.1m

FY23/24

FY22/23

FY21/22

FY20/21

FY19/20

£179.5m

£157.5m

£141.2m

£141.6m

£124.0m

FY23/24

FY22/23

FY21/22

FY20/21

FY19/20

Why is this important?

Delivering sustainable revenue growth is one of our

strategic priorities.

Progress we have made

Headline revenue was up +15.1% versus prior year. This

growth has been driven by our branded growth model

of delivering new product innovation based on current

consumer trends, together with engaging advertising

and strategic relationships with our retail partners. The

performance also reflects the recovery of input cost inflation.

Link to strategy

Link to risk

Why is this important?

This measure reflects the profit associated with the

operational performance of the business and is also a good

proxy for the cash generative capacity of the business.

Progress we have made

Trading profit increased by +14.0% versus prior year.

This improvement was driven by our strong revenue growth

across both our Grocery and Sweet Treats segments.

Link to strategy

Link to risk

A definition and reconciliation of non-GAAP measures to reported measures are set out on pages 60 to 62 Trading profit for FY23/24 and FY22/23 are stated including

software amortisation, and the other prior year comparatives have been re-stated accordingly.

Headline revenue in FY23/24 and FY22/23 exclude Knighton.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Key performance indicators (KPIs)

Financial

1.2x

Net debt adjusted EBITDA ratio

£109.7m

Free cash flow

1.2x

1.5x

1.7x

2.0x

2.8x

FY23/24

FY22/23

FY21/22

FY20/21

FY19/20

£109.7m

£77.5m

£65.2m

£71.2m

1,2

£70.5m

FY23/24

FY22/23

FY21/22

FY20/21

FY19/20

Why is this important?

This ratio is the key metric used by the Group in measuring its

debt level relative to the overall performance of the business.

Progress we have made

Net debt reduced by £38.7m, from £274.3m to £235.6m,

our lowest ever level. Reflecting strong free cash flow in the

year, partly offset by the cost of the FUEL10K acquisition. As a

result, our ratio of Net debt to adjusted EBITDA, reduced from

1.5x to 1.2x.

Link to strategy

Link to risk

Why is this important?

Free cash flow is a measure of the overall health of the

business. It reflects the underlying cash generated by the

Group and helps inform capital allocation decisions.

Progress we have made

Free cash flow increased by +41.5% in the year, to £109.7m.

Cash flow benefitted from the strong trading performance in

the period.

Link to strategy

Link to risk

£70.8m

International revenue

(at constant currency)

Why is this important?

Expanding our international business is one of our

strategic priorities.

Progress we have made

International revenue, was £70.8m, +12% higher than

prior year, on a constant currency basis

. This was the

result of growth in our five strategic markets, with strong

performances from Sharwood’s and Mr Kipling. The

international business has increased revenue by +62.6% since

we launched our new strategy in 2020.

Link to strategy

Link to risk

£70.8m

£58.7m

£54.8m

£53.9m

FY23/24

FY22/23

FY21/22

FY20/21

Prior year comparatives have been represented in accordance with the revised definition of free cash flow set out on page 62.

For a definition and reconciliation, please refer to note 8, on page 62.

Strategy pillars

Continue to grow the UK core

Supply chain investment

Expand UK into new categories

Build international businesses with critical mass

Inorganic opportunities

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Non-financial KPIs align with our business model, ESG strategy and our

commitment to be a responsible food business.

Launching new products based on

consumer trends, with a major focus on

health and nutrition, is at the heart of our

branded business model.

In October 2021 we launched a new ESG

strategy the Enriching Life Plan. To align

with our new ESG priorities we have

included a KPI to represent each of the

pillars of the Enriching Life Plan:

Product – sales of products that meet high

nutritional standards;

Planet – CO

emissions; and

People – Senior management roles held

by females.

Further details of progress against our

ESG targets are set out in the section on

our Enriching Life Plan on pages 30 to 41

and in the Enriching Life Plan disclosure

tables on pages 182 to 189.

Colleague safety is our first priority as

a business. The Reporting of Injuries,

Diseases and Dangerous Occurrences

Regulations (‘RIDDOR’), is a major indicator

of the success of our Health and Safety

protocols and allows us to benchmark

our performance against the UK food

manufacturing industry.

+29bps

Market share growth

(FY22/23: -31 bps)

£397m

Revenue from products that meet higher

nutritional standards

£397m

£335m

£286m

£320m

FY23/24

FY22/23

FY21/22

FY20/21

Why is this important?

Increasing market share indicates consumer preference for

our products and drives category growth for the business.

Progress we have made

Our market share value grew by +29 basis points (‘bps’),

versus prior year. We experienced strong growth within

Grocery, demonstrating the strength of our branded growth

model and the resilience of the Group’s brands. Whilst in

Sweet Treats, we have seen a return to market share growth

in the second half of the year.

Link to strategy

Link to risk

Why is this important?

Under our Enriching Life Plan we have set a target to more

than double sales of products that meet high nutritional

standards (total company branded sales, in £m, of foods

scoring less than 4, and drinks scoring less than 1, on the UK

Department of Health’s Nutrient Profiling Model).

Progress we have made

Over the year, we launched or reformulated 209 products

which support high nutritional standards and 142 products

which offer an additional health and/or nutrition benefit. This

included reducing the level of salt in our Sharwood’s noodle

ranges and extending our Mr Kipling Deliciously Good range

to include Cherry Bakewell and Loaf Cakes.

Link to strategy

Link to risk

Circana value share data for the 52 weeks ended 30 March 2024 and 1 April 2023

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Key performance indicators (KPIs)

Non-financial

41%

Senior management roles held by females

56,580

Scope 1 and 2 emissions (tCO

e) – market-

based

41%

40%

37%

28%

FY23/24

FY22/23

FY21/22

FY20/21

56,580

65,629

37,848

72,913

FY23/24

FY22/23

FY21/22

FY20/21

Why is this important?

Under our Enriching Life Plan we are targeting gender

balance for our senior management population by 2030.

Senior management is defined as the Executive Leadership

Team and their direct reports

Progress we have made

Over the year, we have continued to progress our I&D

strategy to improve accessibility to leadership roles through

enhanced recruitment, development and mentoring

programmes. As a result, the number of women within senior

leadership rose to 41% as at year-end.

Link to strategy

Supports our Enriching Life Plan

Link to risk

Why is this important?

Reducing carbon emissions is a key priority under our

Enriching Life Plan, as we aim to reduce scope 1 and 2

emissions by 67% by 2030 and achieve net zero carbon

emissions by 2040.

Progress we have made

Our total scope 1 and 2 market-based emissions reduced

by 13.8% over the year, as a result of improved efficiency

from capital investment in projects such as air compressor

replacements and on-site solar generation, and the purchase

of Renewable Electricity Guarantees of Origin (REGOs).

Link to strategy

Supports our Enriching Life Plan

Link to risk

0.12

RIDDORs

(FY22/23: 0.09 RIDDOR reportable accidents per

100,000 hours worked)

Why is this important?

Colleague safety is our first priority as a business.

Progress we have made

There was a small increase in RIDDORs in the year, due

predominantly to minor injuries, such as slips and trips. We

are working with colleagues across the business to address

this as a matter of priority over the coming year and targeted

improvement plans have been put in place. In addition, a

refreshed Health & Safety strategy has been developed and

will be rolled out to sites over the course of FY24/25, including

enhanced training programmes and Safety Champions.

Link to strategy

Supports our Enriching Life Plan

Link to risk

0.12

0.21

0.50

Premier Foods

All UK manufacturing

UK Food manufacturing

Strategy pillars

Continue to grow the UK core

Supply chain investment

Expand UK into new categories

Build international businesses with critical mass

Inorganic opportunities

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Our sustainability strategy, known as

our Enriching Life Plan, encompasses

everything we touch, from the products

we make to the ingredients we source and

the communities we operate in.

With our purpose, enriching life through

food, at its heart, the plan highlights our

commitment to a more sustainable food

system and, in turn, the UN Sustainable

Development Goals (SDG). Guiding our

work to 2030, it sets out our ambitions

to make more nutritious and sustainable

food, contribute to a healthier planet and

nourish the lives of our colleagues and

communities.

Working in Partnership

In order to help shape a more sustainable

UK food system, we are members of many

industry-leading groups which facilitate

collaboration and accelerate action. By

participating in these initiatives, we hold

ourselves accountable against industry-

wide targets and strive to contribute to

wider change. Where we feel we have a

unique contribution to make across the

broader industry we engage more, with

colleagues currently holding steering

group positions on the UK Plastics

Pact, The Courtauld Commitment

2030 programme, The Food

Data Transparency

Partnership and the

Food Industry

Intelligence

Network.

’

As one of the UK’s

leading food producers

and home to some

of the nation’s most

loved and iconic

brands, we have both

an opportunity and a

responsibility to forge

a healthier future

for our planet and

everyone on it.

Partnership

for our targets

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

The Enriching Life Plan:

our purpose in action

More than double sales of products

that meet high nutritional standards

More than 50% of our products

(by Stock Keeping Unit (‘SKU’)) will

provide additional health or nutrition

benefits

Grow sales of plant-based products

to £250m per annum

100% of our packaging will be

reusable, recyclable or compostable

by 2025

Reduce scope 1 and 2 emissions by

67% and reduce scope 3 emissions by

25% by 2030 in line with our Science-

Based Targets

Target net zero by 2040 across scope

1 and 2 emissions and target net zero

scope 3 emissions by 2050

Deforestation and conversion free

across entire supply chain

Halve our food waste and support our

suppliers and consumers to do the

same (against a 2017 baseline)

Achieve gender balance in our senior

leadership team

Provide skills programmes and

work opportunities for excluded

groups to enable fulfilling careers in

the food industry

Provide the equivalent of

1 million meals per annum to

those in food poverty

Be more of a force for good in our

communities by volunteering at least

1,000 colleague days a year

*All targets are 2030 from a 2020 baseline unless otherwise stated. For more information on all targets and how they are measured, see our Enriching Life Plan disclosure tables

from page 182.

Our

Products

Our

Planet

Our

People

Excelling in

food quality

Marketing

responsibly

Being

safe

Sourcing

with care

Doing the

right thing

Baked-in

behaviours

Headline Targets and our support for

the UN Sustainable Development Goals*

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Environmental, social and governance (‘ESG’) issues are constantly

evolving and our strategy is responsive to this, dealing with both changing

and emerging threats. As businesses, policy makers, non-governmental

organisations, scientists and citizens understand the issues better,

new international and national policies, and voluntary and industry

frameworks are being developed to help drive action.

Our Enriching Life Plan builds on the

findings of our materiality assessment,

which considered the views of a broad

range of stakeholders, including customers,

investors, specialists and colleagues. This

helped us to identify and prioritise the

issues most relevant to our business and

where they should be addressed in our

Enriching Life Plan (see graphic).

We will formally repeat our materiality

assessment in 2025/26 as we reach the

halfway point of our Enriching Life Plan,

but to ensure our work continues to

adapt to emerging and developing topics,

we continually review our priorities and

anticipate the emergence of nascent issues

which may impact the business.

2023 was declared as the warmest on

record and saw an increasing number of

examples of extreme weather, coupled

with ongoing geopolitical instability around

the world. The issues of human rights,

food security, water stewardship and the

ongoing response to climate change have

led to increased prominence of the roles

civil society and businesses need to play to

address these challenges in the future.

Water &

wastewater

management

Waste &

hazardous

materials

management

Well-being

Local food

systems

Climate change

Healthy

diets

Sugar,

salt & fats

Deforestation

Biodiversity

Sustainability

added value

Sustainable

agriculture

Stakeholder

responsiveness

Biodiverse

agriculture

Reducing

food waste

Business ethics

More significantLess significant

Business impact

Stakeholder interest

Less significant More significant

Ingredient / product

traceability

& integrity

Prospering

communities

Labour

practices

Product quality

and safety

Food poverty

Talent &

development

Employee

health & safety

Employee

engagement,

diversity &

inclusion

Supply chain,

human rights

& modern day

slavery

Sustainable

proteins &

plant-based

diets

Sharing &

applying

nutritional

knowledge

Marketing,

communication

& labelling

practices

Sustainable

packaging

& the circular

economy

Materiality assessment

Our approach: placing our purpose

at the heart of our business

Our Planet

Our Products Our People

Our Baked-in behaviours

Expected materiality change

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Our governance

We believe everyone at Premier Foods

plays a part in delivering our Enriching Life

Plan. ESG sits at all levels of our business.

Our Board has oversight of our strategy,

and our Enterprise Risk Management

processes ensure oversight of climate-

related and other ESG risks (such as TCFD,

biodiversity, deforestation, water and

human rights).

Accountability for the delivery of our

plan rests with our Executive Leadership

Team (‘ELT’) and our Steering Groups

which report into our ESG Governance

Committee, chaired by our CEO. The

committee is made up of members of the

ELT, who have responsibility for ensuring

our Enriching Life Plan is embedded into

how we do business, sponsoring steering

groups which are led by members of our

Senior Leadership Team (‘SLT’). Our CEO

and CFO both have the delivery of specific

ESG targets in their annual bonus goals.

See the Directors’ Remuneration Report

for more information.

Our disclosure and

reporting approach

Holding ourselves accountable against our

targets is essential. We publish progress

against our Enriching Life Plan annually

and details can be found in our Enriching

Life Plan disclosure tables from page 182.

We remain committed to sharing our

data and progress with industry platforms

such as the UK Plastics Pact, Courtauld

Commitment 2030, Champions 12.3 and

the Carbon Disclosure Project (‘CDP’).

We continue to report against the SASB

(Sustainability Accounting Standards

Board) disclosure framework for the Food

and Beverage sector and for the first time

we have published Our journey to net

zero which explains how we aim to meet

our climate targets. We expect to iterate

and evolve our roadmap over time as

technologies develop and our pathway to

net zero becomes more defined.

We have sought independent limited

assurance procedures, for the second

year, over selected FY23/24 performance

indicators. For the details and results

of these assurance procedures, see our

Enriching Life Plan disclosure tables.

Our responsible approach

Underpinning the three pillars of our

Enriching Life Plan sits the broader ethical

foundation and framework that makes

up our responsible business approach

and our commitment to do the right

thing, in the right way. Our code of

conduct is designed to help us maintain

this framework and the trust in all the

things we do here at Premier Foods. It

encompasses many different aspects,

such as speaking up, acting honestly and

competing fairly. To be clear about what

we stand for in these areas and what we

expect from our colleagues, suppliers

and partners, the code of conduct directs

users to a range of policies which we

regularly review to ensure they reflect our

drive for continuous improvement. These

policies are linked to leading industry and

international standards and agreements

where possible and serve as a base for our

commitment to transparency, integrity

and accountability.

We look to maintain awareness and

compliance with our code of conduct

and wider responsible business practices

by conducting regular mandatory staff

training on areas such as data protection,

anti-bribery and corruption, and the

Corporate Criminal Offence legislation

amongst others. The anti-bribery and

corruption training includes guidance

on dealing with third parties, facilitation

payments, gifts and hospitality, and

charitable and political donations. Our

Company policy is to not make any

donations to political parties or causes.

Should there be any concern around

conduct, there is a formal procedure to

allow employees to raise any issues they

may have to a confidential whistleblowing

helpline, and the details of any such cases

are fed back to the Board via the Audit

Committee. The whistleblowing service

has been expanded to allow anyone who

comes into contact with our business,

such as customers and suppliers, to raise

concerns they may have that cannot be

dealt with through the normal channels.

For more detailed information on our

policies, please visit the policy section of

our website.

I&D culture

Well-being culture

Community volunteering

Community food poverty

Development

Scope 1 & 2

decarbonisation

Food waste

Scope 3 decarbonisation

Deforestation

Responsible and

Regenerative Agriculture

Product

Packaging

Board

Audit Committee

Enterprise Risk Management

TCFD Steering Group

ESG Governance CommitteeExecutive Leadership Team

ESG Reporting

& Compliance

Group

People Pillar

Steering Group

Planet Pillar

Steering Group

Product Pillar

Marketing SLT

Oversight of climate-related and

other ESG risks

Delivery of Enriching Life Plan

Delivery of

Enriching Life Plan

Embedding climate-related

and other ESG risks

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Our Products

Making nutritious

and sustainable food

The product pillar of our Enriching Life Plan is

dedicated to helping consumers lead healthier and

more sustainable lifestyles by creating foods which have a

higher nutritional value, are kinder to the environment and are

free of unnecessary or problematic packaging.

What’s at stake?

The UK Government Obesity Report 2023

shows that 64% of adults in England are

classified either as obese or overweight.

The last UK Government’s National

Diet & Nutrition Survey reveals that the

average person is far from meeting the

recommended intake of fibre, while

consuming too much saturated fat and,

furthermore 20% of adults are in severe

vitamin D deficiency. The EAT-Lancet

Commission advocates for a shift towards

healthier and more plant-based foods to

address the needs of a growing population

in a world of finite resources.

In 2021, 12.7 million tonnes of packaging

was placed on the market in the UK.

Packaging plays a key role in the food

industry by delivering products to

consumers safely. However, if poorly

designed, excessively used, or irresponsibly

disposed of, it can lead to a range of

environmental and social issues.

Our contribution

Keeping our consumers at the heart of

everything we do, we strive to democratise

nutritious, affordable food and nudge

consumers towards healthier and more

sustainable diets.

• Over the last year we have launched or

changed the recipes of 209 products

which support high nutritional

standards and 142 products which

offer an additional health or nutrition

benefit.

• In our top selling Sharwood’s noodle

range, we have reduced the average

salt by 16% from 0.31g to 0.26g per

100g since 2017, which meets the UK

Government’s target for this category.

• While we have increased our range of

cooking sauces offering one of your

5-a-day, we have also increased fibre

levels and reduced salt. An example

is our best seller in Indian sauces,

Sharwood’s Tikka Masala now contains

17% less salt than in 2016.

• We have launched alternatives to more

of our iconic Mr Kipling cakes which

are non-HFSS (not high in fat, salt and

sugar) for example Deliciously Good

Cherry Bakewell and Loaf Cakes.

• We have changed the recipes of our

popular Angel Delight desserts (see

case study).

• All our single servings of cake and

pudding products meet the UK

Government’s calorie cap, as set out

in their sugar reduction programme

(2016).

• We have launched 54 products in

2023 in support of our Action on

Fibre Pledge with the Food & Drink

Federation. Since the programme

began in 2022, we have launched

116 products, sales of which have

contributed 220 tonnes of total fibre to

the UK market in 2023 alone.

To support consumers to make healthier

choices, the majority of our UK portfolio of

products are labelled using the voluntary

front-of-pack traffic light labelling scheme.

All products carry energy information and

the vast majority also show information on

fat, saturates, sugar and salt. We do not

market our products to children under 16.

Harnessing the power of our trusted

brands, we are supporting our consumers

who choose to transition towards more

plant-based diets. This year we have

gained further distribution for our range

of Plantastic Quick Meal Pots, including

launching a new flavour. We have also

launched Paxo Rosti cakes and McDougalls

Vegan Jelly. To raise the profile of these

great products we launched a major, cross-

brand, ‘Veganuary’ promotion of our plant-

based products in January 2024.

Food quality and safety are a continued

focus for our business. All our sites have

been awarded grade A or AA+ by the Brand

Reputation Compliance Global Standard

(‘BRCGS’) or meet specific customer

standards where they vary. We are

continually removing more artificial colours

and flavours from our brands and we do

not add non-naturally occurring trans fats

to our products. We also have a policy

that we won’t use genetically modified

organisms in our products. We are

founding members of the Food Industry

Intelligence Network (‘FIIN’) to help

ensure the integrity of food supply chains

and protect the interests of consumers.

More information can be found in our

Sustainable Accounting Standards Board

(‘SASB’) disclosure on our website.

Packaging plays a vital role in delivering

products safely to consumers, but we also

recognise the need to reduce its social

and environmental impact. We have

made significant progress in reducing the

amount of packaging we use, making more

of that packaging recyclable and helping

consumers with clear On Pack Recycling

Labels (‘OPRL’) (see case study). We are

a founding member of the UK Plastics

Pact and with a place on the steering

group we are active in discussions on the

direction of the pact once the current

commitments come to an end in 2025.

Understanding the importance of effective

household recycling systems, we are

also supporting industry action with the

Government on the future of the Extended

Producer Responsibility (‘EPR’) scheme

for packaging.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Case Study

Product innovation to support healthier diets

This year we changed the recipes of our Angel Delight whip desserts.

The new recipes of the most popular flavours; Strawberry, Butterscotch and Chocolate,

reduced sugar, saturated fat and salt whilst increasing fibre and protein to maintain the

great flavours and much-loved texture. These products continue to be free from artificial

colours, flavours and preservatives, and now score less than 4 on the Nutrient Profiling

Model, used by the UK government.

Case Study

Our ambitions, targets and progress

Our ambitions Our 2030 targets In-year progress

2030 target

progress

Make great-

tasting, healthier

and more

nutritious food

More than double sales of products that

meet high nutritional standards.

The Company’s branded sales of foods in £m

scoring less than 4, and drinks scoring less

than 1, on the UK Department of Health’s

Nutrient Profiling Model has grown by 19%

More than 50% of our products (by stock

keeping unit) provide additional health or

nutrition benefits.

The proportion of products with a health or

nutritional benefit has increased from 43%

to 44%.

Support the

nation’s shift

towards plant-

based diets

£250m sales in plant-based products made

to a vegan recipe.

The sales of plant-based products have

grown by 24%.

Each core range has a plant-based offering. A new plant-based recipe has been launched

in our Pasta’n’Sauce range, along with new

products in cooking sauces and desserts.

Reduce the

environmental

impact of our

packaging

100% of packaging to be reusable, recyclable

or compostable by 2025.

96% of all our packaging and 86% of our

plastic packaging is now recyclable.

All targets are 2030 targets from 2020/21 baseline unless stated otherwise. See our Enriching Life Plan disclosure tables from page 182 for more information.

0. Not started 1. Plans in place 2. Early progress 3. On track 4. Advanced progress 5. Near completion

Supporting more sustainable packaging

Since joining the UK Plastics Pact, we have reduced our

total packaging usage by 23% and increased total packaging

recyclability from 91% to 96% and recyclability of plastic

packaging from 48% to 86%. We are working hard on the

rest of our packaging in collaboration with our suppliers

with major investments planned over the next two years.

This will leave us with a small number of specialist packaging

formats whose technical functionality can’t currently be

replicated with recyclable alternatives or for which there is no

widespread household collection or recycling infrastructure.

We will continue to engage with industry and Governments

on the future of household collection schemes and recycling

infrastructure to help us towards our target of 100%

recyclable, reusable or compostable packaging.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Our Planet

Contributing to a

healthier planet

With strong commitments on tackling

climate change and deforestation, improving the

sustainability of farming practices and reducing waste,

the planet pillar of our Enriching Life Plan contributes to a healthier

planet by nurturing the natural resources that we rely on to make our food.

What’s at stake?

“Climate change is the defining issue of

our time, and we are at a crucial moment.

From shifting weather patterns that

threaten food production, to rising sea

levels and rainfall that increase the risk

of catastrophic flooding, the impacts of

climate change are global in scope and

unprecedented in scale” (United Nations).

Around 30% of greenhouse gas emissions

globally are attributable to the food system

– encompassing agriculture and land use,

processing and transport, through to

consumption and food waste. The food

industry has a major role to play in helping

the food system transition to a more

sustainable, resilient future.

Our contribution

Our plan recognises the environmental

impact of our operations and our wider

supply chain. We have stepped up our

actions to limit the effects of climate

change and are developing our resilience

to climate change (see our TCFD

statement). We want to do more to protect

natural resources through our supply

chain and are strengthening our efforts in

tackling food waste.

We understand the need to act quickly

and transform our ways of working and

have set near-term decarbonisation targets

which have been validated by the Science-

Based Targets initiative. Through the year

we have reduced energy usage and have

increased the proportion of renewable

electricity we use (see case study below)

contributing to a reduction in scope 1

and 2 market-based carbon emissions by

13.8%. See Enriching Life Plan disclosure

tables.

Building on previous work to understand

the carbon impact of our purchased goods

and services we launched a major new

supplier engagement programme laying

out our requirements of our key suppliers,

including setting and delivering against

their own science-based decarbonisation

targets. More information can be found in

Our Suppliers on page 38.

We recognise that we all need to

protect the natural resources on which

we depend. We are therefore tackling

deforestation in the products we source

which carry the greatest risks: palm, soy,

beef, pulp and cocoa. We continue our

work with the Roundtable on Sustainable

Palm Oil (‘RSPO’) and the Round Table

on Responsible Soy (‘RTRS’) to drive

supply of sustainable commodities and

now have 97% of our directly sourced

cocoa certified. Closer to home, we’re

committed to responsible and regenerative

agriculture where it can help us reduce

carbon emissions, improve resilience

to climate change, help protect natural

resources which are at risk and help

improve animal welfare. We have laid out

minimum standards for key ingredients

and packaging suppliers.

Protecting local environments at our

operational sites has long been a key

commitment and all our sites are certified

to ISO 14001. This year we have installed a

new DAF (Dissolved Air Flotation) effluent

treatment plant to improve the quality of

water discharges from our Worksop site.

We have also developed an environmental

apprentice programme, with the first

role in place at our Carlton site. Our sites

have sent zero waste to landfill since 2016

and, as signatories to the Food Waste

Reduction Roadmap and Champions 12.3,

we have long worked on reducing food

waste in our operations. This year has seen

the development of a new approach to

managing key waste streams at our Lifton

creamery which has helped reduce our

total food waste by around 10.5%.

Transitioning to renewable electricity

This year we have increased our use of renewable electricity to 36% through increasing

procurement via our sourcing contracts and purchasing Renewable Electricity

Guarantees of Origin (‘REGOs’). We have made our first major installation of on-site

solar generation capacity at our Stoke Bakery. The initial system is forecast to produce

around 25% of base requirement at the site with a second, larger phase at the site

now being planned. We have also received planning permission for a much bigger

installation at our Carlton bakery in Yorkshire, which has now been submitted to the

Distribution Network Operator for approval.

Case Study

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Innovating our production processes to

reduce our energy requirements.

Innovation in the way we make our products will play a key role in helping us

achieve our decarbonisation targets, especially where we can reduce the amount

of heat, steam and cooling needed to make or cook our products. This year we

have successfully trialled a new approach to making icing toppings for our pies,

tarts and slices which significantly reduces the amount of heating and cooling

required in the process. We are investing in the equipment to use this new

process at our Stoke bakery over the coming year, which will significantly reduce

the site’s use of steam. We are also working with Sheffield Hallam University on

the development and testing of new approaches to making cooking sauces which

require less energy than current processes and could also lead to better tasting

and even more nutritious products.

Case Study

Our ambitions, targets and progress

Our ambitions Our 2030 targets In-year progress

2030 target

progress

Taking action on

climate change

Reduce scope 1 and 2 market-based

emissions by 67% and target net zero

by 2040.

Scope 1 and 2 market-based emissions have

reduced by around 13.8% against prior

year and 22.4% since our baseline year of

2020/21.

Reduce scope 3 emissions by 25% and target

net zero by 2050.

Launched new requirements on key

suppliers to set and deliver against their own

science-based targets and share carbon data

on the products and services supplied to

Premier Foods.

Protecting our

natural resources

Deforestation and conversion free palm

and beef supply chains by 2025, and across

entire supply chain by 2030.

100% certified direct palm and soy.

97% certified direct cocoa.

Champion regenerative agricultural practices

for key ingredients.

Over 99% of directly sourced wheat & flour,

100% of directly sourced UK grown sugar

beet and 100% of directly sourced UK dairy

products meet at least silver standard on the

Sustainable Agriculture Farm Sustainability

Assessment (‘SAI FSA’) or equivalent.

Launched new requirements on suppliers of

key agricultural ingredients.

Reducing waste

across our value

chain

Halve our food waste and support our suppliers

to do the same.

Food waste in our own operations reduced

by 10.5%.

Launched new requirements on key

suppliers to set and deliver targets aligned

to UN SDG 12.3 to halve global food waste.

Use the strength of our brands to engage

consumers to reduce food waste in

the home.

We have again expanded our on-pack

programme to raise awareness of the issues

of food waste and raise funds for our charity

partner FareShare.

All targets are 2030 targets from 2020/21 baseline unless stated otherwise. See our Enriching Life Plan disclosure tables from page 182 for more information.

0. Not started 1. Plans in place 2. Early progress 3. On track 4. Advanced progress 5. Near completion

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Our journey to net zero

Our Suppliers

Decarbonisation focus areas

Baseline

FY20/21

FY23/24

emissions

2030

Near-term targets

2040 & 2050

Long-term targets

We aim to give our consumers great tasting

products made from quality ingredients.

We source a wide range of healthy, natural

raw ingredients, packaging, and other

services from a range of suppliers in the

UK and from markets around the world.

Last year we purchased over 265,000

tonnes of food ingredients working with

around 245 suppliers. We’re developing

long-term, sustainable partnerships which

deliver mutual benefits, helping to reduce

the environmental and social impact of our

products and improving the resilience of

our supply chain.

We have used the Sedex (Supplier Ethical

Data Exchange) programme to support

ethical sourcing for many years. 99% of

our direct spend on ingredients, packaging

and bought in finished goods is with Sedex

registered suppliers who have shared

their ethical data with Premier Foods. We

expect suppliers outside Europe to have

completed Sedex Members Ethical Trade

Audits (‘SMETA’).

To go further, we have also launched a

major new supplier engagement plan

to support suppliers in their activities

and help us deliver the objectives of our

Enriching Life Plan. This culminated in an

event at our Carlton bakery in October

attended by our key ESG impact suppliers

who make up over 70% of our scope 3

carbon emissions and who also have a

major role to play in helping deliver our

goals of protecting natural resources,

reducing waste and ensuring everyone in

our supply chain is treated fairly.

Supporting the transition to more sustainable lifestyles

• Ensure all key categories have a plant-based product

• Grow plant-based product sales

• Use the power of our brands to promote more

sustainable diets

• Support initiatives to reduce food waste in the home

and improve recycling of packaging

Operational efficiency and investment in low energy

and low carbon operations

• Removing coal from our fuel mix

• New steam generation

• Innovative manufacturing processes

• Upgrading boilers

• Upgrading ovens

• Reducing food waste

• Increase use of recycled packaging materials

100% renewable electricity

• Green electricity tariffs

• On-site generation

• Long-term Private Wire and Corporate Power Purchase

Agreements (PPAs)

Supplier engagement

• Key suppliers to have SBTi aligned decarbonisation plans

• Support responsible and regenerative agricultural

practices

• Eliminate deforestation and land conversion

• Support suppliers to reduce food waste

Carbon capture and sequestration

• Collaborate with suppliers on in-supply chain

carbon capture and sequestration opportunities

Scope 1 & 2

(Market-based)

Scope 3

2040

Net zero

57k tCO

22% reduction

756k tCO

18% reduction

919k tCO

2030

67% reduction

2030

25% reduction

2050

Net zero

73k tCO

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

At the event, supported by several

leading environmental organisations,

we laid out our objectives and our own

actions to reduce our environmental and

social impact and improve our resilience.

Many of our suppliers already have well

established sustainability programmes;

however others appreciated further

direction and support and so we laid out

a set of key objectives for all key suppliers

and then specific requirements covering

areas of deforestation, sustainable and

regenerative agriculture, food waste and

human rights.

These requirements will form the basis of

a new relationship with our key suppliers

and will be a key component of our joint

business plans in the future. We all face

the same challenges, and we can only

develop a more resilient supply chain by

working together.

In order to better capture and collate

information on the progress of our

suppliers in the areas which are of most

importance to us, and broader ESG

performance and risks, we have joined

the EcoVadis platform with a significant

number of our key suppliers already

providing their information.

We are delighted that this work has been

recognised with an improvement of our

Supplier Engagement Rating from D to B

with the Carbon Disclosure Project.

Specific requirements dependent on areas of impact

Requirements of all key suppliers

Provide supply

chain transparency

Food Waste Forests

Regenerative

Agriculture

Achieve minimum

sustainability standard for

agricultural commodities

equal to Bronze SAI

Platform Farm Sustainability

Assessment by spring 2025

A water policy which

supports increased water

stewardship at farmer level

within their supply chains

by spring 2025

Reported measure of the

water intensity to produce

agricultural crops in your

supply chains by spring 2025

A Forest Sustainability

Policy by end of 2024

Timebound milestones &

targets for Deforestation

& Conversion Free (DCF)

Supply Chain by end

of 2024

Demonstrate DCF through

responsible sourcing toolkit

by end of 2024

Waste Initiative by end of

2024 – setting target to

halve Foodwaste by 2030

Zero food waste sent to

landfill by mid 2025

Move waste up the food

& drink waste material

hierarchy

Provide supply chain

mapping data

EcoVadis by mid 2024

Establish a Human Rights

Due Diligence framework

by end of 2024

Share climate & nature

related risk assessments by

end of 2024

Provide

product level

carbon footprint

by end 2025

Set carbon

reductions

targets that are

validated by SBTi

by 2025

Complete and

share climate

and nature

related risk

assessments by

end of 2024

share your data

on EcoVadis by

mid 2024

Collaborate

with relevant

industry groups

Now &

ongoing

2024 2025

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Our People

Nourishing the lives of our

colleagues and communities

Within our People pillar we are building the culture,

skills and capabilities needed to help our business, the UK

food sector and wider economy thrive and, wherever possible, identifying

opportunities to give back to the communities where we operate.

What’s at stake?

With a footprint in every region in the

UK, food and drink is the UK’s largest

manufacturing sector, contributing £38bn

in Gross Value Added to the economy

annually and employing over 472,000

people. As a result, it offers a wide range of

opportunities, but this is often overlooked

by young talented individuals. Developing

home-grown talent, increasing the

attractiveness of the industry to prospective

employees and improving workforce skills

are therefore key priorities for us. Being

open to diversity in all its forms allows us

to access the widest talent pool, whilst

creating an inclusive environment will

enable them to excel.

Our contribution

Our aim is that Premier Foods is a place

where everyone is welcome, and our

colleagues can bring the best version of

themselves to work every day.

One of our key objectives is to bring

gender balance to senior leadership roles

through a range of measures, including

the introduction of our new Women in

Leadership Programme, our successful

sponsorship programme for diverse talent,

as well as through our mentoring, reverse

mentoring, and coaching programmes.

These programmes aim to better

understand the challenges faced by diverse

talent, providing tools and techniques to

break through barriers to progression and

promoting equity of opportunity. In light

of the Parker Review recommendations

published in March 2023, the Group

has set an ambition for 7% of senior

management (defined as the ELT and

their direct reports) to be colleagues from

ethnic minorities by December 2027.

To support colleagues with their mental and

physical wellbeing we are partnering with

Vitality, who run one of the largest health

and wellbeing surveys, ‘Britain’s Healthiest

Workplace’. To date we have carried out

health assessments at five of our sites,

developed strategic plans to support our

colleagues and achieved one Silver and four

Bronze accreditations. We plan to extend

the programme to all of our locations over

the next 12 months.

We have a robust Health and Safety

management system in place, with all

of our manufacturing sites accredited

to ISO 45001, and the Board reviews

performance at every scheduled meeting.

Our ‘Talk Safe Be Safe’ and ‘Total

Observation Process’ remain internal

priorities building on our excellent safety

culture across sites. There is an ongoing

programme of H&S training for all

colleagues through our Safety Leadership

Plus and CAREs courses (Championing

and Recognising Excellence in Safety) and

in 2023, we held our first H&S week. Our

RIDDOR (Reporting of Injuries, Diseases

and Dangerous Occurrences Regulations)

rate of 0.12 per 100,000 hours worked

is significantly better than the industry

average of 0.50.

Our well-established apprenticeship

programmes provide fantastic

opportunities for our existing colleagues

to develop their skills as well as helping

us attract new talent into the business.

These programmes play an important role

in addressing the skills gap faced by our

industry, particularly in roles requiring

STEM (Science, Technology, Engineering

and Maths) skills.

We are delighted to be the first food and

drink manufacturer to host engineering

T-Level placements. These two-year

technical qualifications are an alternative

to A-levels and include an industry

placement to prepare students for work or

further training. Taking on T-Level students

is a great way to teach practical skills whilst

allowing students to gain qualifications,

and they potentially provide a stepping

stone into an apprenticeship.

We endeavour to be a caring partner for

our colleagues and our local communities.

We aim to be a force for good and

volunteer our time and expertise to

local causes linked to the issues of

food insecurity, employability and local

environmental quality.

As a food manufacturer, we have an

opportunity to help tackle the increasing

issue of food insecurity and we are

currently in the second year of a five-

year partnership with FareShare UK. This

encompasses the reduction of food waste

at our sites, increased redistribution of

surplus stock, commercial partnership

campaigns with our retailers, and

colleague engagement and fundraising.

This year, we provided the equivalent

of 949,040 meals to support FareShare

and other food insecurity charities. Our

colleagues gave 502 days of volunteering

at multiple charities and community

organisations. In response to global

disasters we have contributed £50,000 to

the British Red Cross Disaster Relief Fund,

enabling them to provide vital support to

people impacted by major crises.

As a business, we understand the role

we play in protecting and promoting

the human rights of all those working in

our value chain. We have established a

Human Rights Working Group which will

be developing a formal Human Rights Due

Diligence framework. We have joined the

Food Network for Ethical Trade (‘FNET’),

an organisation formed to collaborate

on best practice to identify and act on

human rights issues in the food industry.

We publish a Modern Slavery Statement,

which we update every year.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Championing thriving careers in the food industry

Niall joined Premier Foods in 2019 as

the Company’s first ever packaging

development apprentice, reporting

into the Grocery R&D team. In 2023

he was named Food and Drink

Federation Apprentice of the Year for

his contribution to the Company and

the way he helped promote careers

in the industry. Since finishing his

apprenticeship Niall has taken on a

permanent technologist role.

Niall’s work during his apprenticeship

helped deliver a 40-tonne saving in

packaging across Premier Foods through

optimisation of the Bisto drum. He also

worked on more sustainable packaging

for both the Paxo and Batchelor’s

brands, improving recyclability and

lowering the carbon footprint.

Throughout his studies Niall was an

ambassador for Sheffield Hallam

University, supporting other

apprentices, and he took part in the

‘Technicians: We Make the Difference’

programme with Gatsby, promoting

apprenticeships and technical careers to

other students.

Case Study

Tackling food insecurity

Working in partnership with our charity

partner, FareShare, we are committed to

tackling food insecurity. Premier Foods

has a target to donate the equivalent

of 1 million meals annually by 2030.

This year we donated the equivalent of

949,040 meals through 3,905 charities

and community groups. This reached

people on low or no income, children

and families,

homeless people, older people, and

asylum seekers and refugees. Hexthorpe

Primary School, situated in one of

Doncaster’s most deprived areas,

receives Premier Foods donations

through FareShare. Twice a week, an

average of 12 struggling families collect

a food parcel from the school, enabling

them access to meals they may not have

been able to afford.

Case Study

Our ambitions, targets and progress

Our ambitions Our 2030 targets In-year progress

2030 target

progress

A diverse,

healthy and

inclusive

culture

Gender balance for senior

management.

41% of senior management roles are held by females.

Diversity KPIs to reflect regional

demographics.

Published our annual D&I report internally equipping

leaders with data for their areas.

All sites achieve platinum level Health

and Wellbeing accreditation.

Four sites have now achieved bronze accreditation

and one silver.

A leading

developer

of people

Provide skills and work opportunities

for young and excluded groups.

Levy gifting – We have supported 79 apprenticeships

across 41 SMEs since 2020.

75% of STEM vacancies filled by

internal candidates.

Expanded T-Level programme to Engineering. 70 of

our apprentices are in a STEM role. 47% of our STEM

vacancies were filled internally.

80% of colleagues feel they have

opportunity to develop and grow.

60% of colleagues reported via our colleague survey

that they have the opportunity to develop and grow.

A caring

community

partner

Provide the equivalent of 1 million

meals per year to those in food

insecurity.

Second year of partnership with FareShare. The

equivalent of 949,040 meals donated to FareShare

and other food insecurity charities.

Be a force for good in our

communities by volunteering at least

1,000 days each year.

502 days volunteered by our colleagues to charities

and good causes.

* See our Enriching Life Plan disclosure tables from page 182 for more information.

0. Not started 1. Plans in place 2. Early progress 3. On track 4. Advanced progress 5. Near completion

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Our TCFD Climate Risk Journey

We conducted training and workshops with key business

functions to raise awareness of climate-related risks and

opportunities. Initial identification of six key risks and

opportunities disclosed in first TCFD disclosure. Climate-

change risks included in Company’s principal risk log.

Year 01

Year 02

Year 03

Identified three climate change scenarios and quantified risks

associated with changes in consumer demand and disruption

in supply due to availability of key ingredient and disruption at

manufacturer sites. Strengthened TCFD disclosure.

Expanded assessment on the acute and chronic risks

associated with supply of key ingredients. Pilots on nature risk

assessments. Increased disclosure on the metrics and targets

used to measure risk and opportunity to be consistent with all

recommendations of TCFD.

Taskforce on Climate-related Financial Disclosures

Introduction and Compliance Statement

We recognise that climate change is one of the most pressing

issues facing society, and our collective response over the next

decade will determine how broad and deep the impacts of

climate change will be. That’s why we must continue to work

collaboratively to make a greater positive impact. We see it

as both a responsibility and an opportunity, to which we are

committed to playing our part.

Our Enriching Life Plan lays out a bold set of ambitions and

targets, including our response to climate change; ensuring

we play our role in the transition to a net zero future and how

we can better prepare our business to adapt to the impacts of

climate change.

In 2022 we made our first TCFD disclosure that explained our

approach to the management of climate-related risks. Over the

intervening two years we have strengthened our disclosures and

consider it consistent with the listing requirements of LR9.8.6(8)

and the recommendations and recommended disclosures

from the Taskforce on Climate-related Financial Disclosures

(‘TCFD’), including the Annex and Guidance published in 2021.

The requirements, status and next steps are summarised in

each section.

The Board has overall

accountability for our ESG

strategy, the Enriching Life

Plan, and climate-related risks.

The Board receives presentations twice

a year on the business’ progress on our

Enriching Life Plan and receives updates

in the form of dashboard reports on key

performance and projects every time they

meet. These updates include progress

on adopting the recommendations

of the Taskforce for Climate-related

Financial Disclosures.

Members of the Board have experience

from consumer goods, retail companies

and government departments with

strong track records on climate change

and sustainability. Colin Day, the Chair

of our Board is a board member at the

Department for the Environment and Rural

Affairs (‘DEFRA’), chairing the DEFRA Audit

and Risk Assurance Committee. Helen

Jones was the chair of the Sustainability

Committee at Halfords plc, and Roisin

Donnelly is a member of the Sustainable

Business Committee at NatWest Group plc.

The governance structure (see below)

ensures that climate-related and other ESG

risks are embedded into the Company’s

Enterprise Risk Management processes

which the Board’s Audit Committee

reviews. A TCFD steering group has been

established under the leadership of the

CFO, to support the adoption of the

framework. The steering group ensures

climate-related risks are properly included

in our Enterprise Risk Management

process and directly updates the Board’s

Audit Committee. The adoption of the

requirements of TCFD forms part of

the non-financial annual bonus goals of

the CFO who is an Executive Director of

the Company.

Governance

Describe the Board’s oversight of

climate-related risks and opportunities.

Describe management’s role in

assessing and managing climate-

related risks and opportunities.

Aligned

• We have disclosed our approach to

Board oversight and management’s

role in assessing climate

related risks.

• We lay out the skills and

experience of our Board and

management and how the groups

work together.

• We give examples of the issues

which have been reviewed and the

decisions made by these groups in

the year.

Next steps

• We will continue to provide

information to the Board and

management on the evolution

of climate-related risks and

opportunities, and their potential

impacts on the business.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Climate risks are reviewed by the Audit

Committee, as reflected in its Terms of

Reference, as part of the risk management

process conducted twice a year, and

subsequently presented to the Board.

Climate risks and ESG matters have

also been embedded into the annual

review and approval of the Group’s five

year Strategic Plan and budget approval

process, and are taken into account by the

Board when making key decisions as part

of its responsibility to consider matters

under Section 172 of the Companies Act.

Examples of this include signing off capital

investment plans, including efficiency

and resilience projects at our sites, and

reviewing progress of the transition of

production from Knighton to other plants

with a significant impact on our energy

usage and fuel mix.

Day-to-day responsibility for managing

climate related, and other ESG, risks

is delegated to our ESG Governance

Committee. Our ESG Governance

Committee, is chaired by our CEO and

comprises relevant members of the

Executive Leadership Team (‘ELT’),

including the CFO and Corporate Affairs

and ESG Director. The ESG Governance

Committee meets six times a year

and manages all ESG risks. The ESG

Governance Committee also includes our

ESG Director and subject matter experts

across the business. Actions taken by the

group during the year include the review

of climate related risks and this TCFD

statement, approval of our submission for

validation of our net zero carbon targets by

the Science Based Targets initiative (‘SBTi’),

review of progress on our decarbonisation

plans, review of our deforestation and

regenerative agriculture roadmaps,

setting new targets for our plant-based

products and approval of our new

Supplier Engagement programme. Various

members of this group have objectives

and remuneration which are aligned to

our management of climate-related risks

and opportunities. For members of the

ELT these are covered in the Metrics and

Targets section below.

I&D culture

Well-being culture

Community volunteering

Community food poverty

Development

Scope 1 & 2

decarbonisation

Food waste

Scope 3 decarbonisation

Deforestation

Responsible and

Regenerative Agriculture

Product

Packaging

Board

Audit Committee

Enterprise Risk Management

TCFD Steering Group

ESG Governance CommitteeExecutive Leadership Team

ESG Reporting

& Compliance

Group

People Pillar

Steering Group

Planet Pillar

Steering Group

Product Pillar

Marketing SLT

Oversight of climate-related and

other ESG risks

Delivery of Enriching Life Plan

Delivery of

Enriching Life Plan

Embedding climate-related

and other ESG risks

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Taskforce on Climate-related Financial Disclosures

continued

Strategy

Describe the climate-related risks and

opportunities the organisation has

identified over the short, medium, and

long-term.

Describe the impact of climate

related risks and opportunities on the

organisation’s businesses, strategy, and

financial planning.

Describe the resilience of the

organisation’s strategy, taking into

consideration different climate related

scenarios, including a 2°C or lower

scenario.

Aligned

• We have assessed the most

important risks of climate change,

and disclosed the findings and

where they have an impact on our

business strategy.

• We have refreshed modelling of

the impact of changes in demand

for our products and expanded the

modelling of risks associated with

the sourcing of key ingredients.

• We have assessed a range of

climate scenarios and, where

relevant, we have included the

impacts in our financial reporting.

Next steps

• We will continue to monitor and

develop our understanding of these,

and other emerging risks, including

updates in future disclosures.

We are proud to manufacture the majority of our

products in our dedicated factories across the UK,

serving several commercial channels through a

range of different routes to market.

These local operations mean we can

expect our own business to be affected

by the physical and transitional impacts

of climate change in the UK. As a food

manufacturer, our business relies on a

wide range of raw materials, ingredients

and packaging items and, whilst much of

this is locally sourced, there are a number

of complex international supply chains.

These international supply chains, along

with our commercial expansion into

new markets, mean the global effects of

climate change will also impact us. We

are therefore preparing our business

for a range of physical and transitional

impacts of climate change, both locally and

internationally, which will represent both

risks and opportunities for the organisation

over the short, medium and long term.

We have carried out several risk

identification workshops with colleagues

from across our business, which have

identified a number of different risks and

opportunities due to climate change. In

response to the requirements of TCFD, we

have prioritised these risks by likelihood

and impact, dividing climate risk into two

broad categories – physical risk relating to

extreme weather events and long-term

chronic shifts in global temperatures

and precipitation levels, and transition

risk pertaining to changes in regulation,

pricing, consumer and customer demand

changes and reputation. Over the last

three years, we have worked with external

organisations and our insurance partners

to accelerate our understanding of these

risks to our business. As part of this

process, we have conducted climate risk

training and workshops with key business

functions, including our sales, marketing,

procurement, finance and operational

teams. Engaging key stakeholders,

these workshops involved building our

understanding of climate-related impacts

and resilience and understanding the

current impacts of climate change to

project future risks and opportunities. The

output culminated in the identification

of six key physical and transition risks

and opportunities which had the most

significant potential impact on our

business strategy. This year, these risks

were reviewed with key leaders in the

business to confirm they are still the most

relevant risks and opportunities for our

business. Further assessment was carried

out to develop our understanding of the

risks. Three scenarios were considered to

support this analysis and are summarised

in the table below.

Strengthened risk assessments over the last year

• Modelling of the chronic physical risks associated with the availability of key

ingredients was expanded to cover 15 key ingredients, accounting for 59% of

purchased ingredients by spend, and including those with the most reliance on

specific sourcing regions. This analysis considered the impact of climate change over

the next 20 years.

• Assessments of the acute physical risks associated with the availability of key

ingredients was carried out for the first time, assessing regions responsible for 59% of

purchased ingredients by spend. This analysis considered the likelihood and severity of

extreme weather events over the next 20 years.

• Modelling was refreshed on the commercial risks associated with changing consumer

behaviours and covered all our current product sales in the UK over the next 20 years.

• Assessment on the impact of policy interventions laid out in the UN PRI Inevitable

Policy response, including carbon pricing, zero emission vehicles, clean industry and

forestry.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

There is early decisive action within

society to reduce global emissions, as well

as coordinated policy action towards a

low carbon economy. The outcome of this

scenario, is action sufficient to limit global

warming to well below 2°C, aligned to the

Paris Agreement.

There is a delay in implementing the

policy response required to reduce

global emissions.

This scenario highlights the global

impact of a failure by governments to

introduce policy interventions to limit

global emissions. Under this scenario

we see global temperatures increase to

above a 3-4°C level of warming.

Physical Climate Change Pathway*

RCP2.6

Physical Climate Change Pathway*

RCP2.6

Physical Climate Change Pathway*

RCP8.5

Policy landscape**

Delivery of stated UK government policy

objectives in the next 5 years.

Strengthened, but well-planned,

policies for industrial and agricultural

decarbonisation from 2029 onwards,

informed by the UN PRI Inevitable Policy

Response.

Policy landscape**

Delivery of stated government policy

landscape in UK in the next 5-10 years.

More severe policy response from

around 2034, to compensate for the late

transition. Includes several of the policy

suggestions from the UN PRI Inevitable

Policy Response but at a lower scale and

implemented more slowly.

Policy landscape**

Delivery of stated government policy

landscape in UK in the next 5 -10 years.

Disjointed and ineffective policy

response from around 2034.

Commercial and

consumer landscape

The Science Based Targets initiative

is widely adopted by our customers,

and they encourage suppliers to make

progress using commercial arrangements.

Consumers increasingly seek out products

with sound environmental credentials.

Credible product information is available

to support consumer choices.

Commercial and

consumer landscape

The Science Based Targets initiative

is widely adopted by our customers,

and they encourage suppliers to

make progress using commercial

arrangements.

Consumers increasingly seek out

products with sound environmental

credentials. Some product information

is available to support consumer choices.

Commercial and

consumer landscape

The Science Based Targets initiative is

adopted by many of customers, and they

encourage suppliers to make progress

using commercial arrangements but

divergence in approach.

Consumers increasingly seek out

products with sound environmental

credentials. Some product information

is available to support consumer choices.

* Representative concentration pathway, as laid out by the International Panel on Climate Change (‘IPCC’).

** Whilst the business is impacted by EU and local legislation, the UK policy framework is most important given the significance of the UK market to our revenues and as the

location of our manufacturing base. The business does not meet the criteria for reporting obligations under the EU Corporate Sustainability Reporting Directive (‘CSRD’) or

the proposed Directive on Corporate Sustainability Due Diligence (‘CSDDD’)

Early Policy Action:

Smooth Transition

Late Policy Action:

Disruptive Transition

No Policy Action:

Business as Usual

In all scenarios and for all risks, specific consideration was given to the next five years as this reflects the period covered in

our business strategy cycle and therefore key financial planning, statements and disclosures. To align with our enterprise risk

management and materiality processes, risks were assessed to determine whether they reached the criteria of a potential impact

of greater than £5m in any year in the period of the business strategy cycle.

Climate Change Scenarios

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Taskforce on Climate-related Financial Disclosures

continued

Unmitigated risk Time horizon

Key physical risks

Disruption to our

operations as a result of

acute extreme weather

events.

The most significant risk to our sites comes from

flooding as a result of intense localised rainfall.

Our Lifton site was previously identified as being at

risk of flooding from a river bordering the site but

investments have already been made to mitigate this

risk. The extreme weather experienced during the

summer in 2022 helped us identify processes and

infrastructure which will be increasingly vulnerable to

higher localised rainfall and higher temperatures. In

some circumstances, these necessitated temporary

changes to working practices in order to maintain

production.

Next 5

years

6-10

years

More than

10 years

Supply chain

Investment

Protecting key infrastructure

Investments in flood protection were made at Lifton in 2021 and

a review of drainage has been carried out at our Worksop site,

resulting in improvements being made.

All sites have strengthened their extreme weather protocols,

including local site investments to improve local resilience.

A resilience workshop was carried out with operational and

engineering leaders to better understand risk and resilience insights

and best practice, facilitated by our facilities management and

insurance partners.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Changes in the

availability, price or

quality of key ingredients,

as a result of more

extreme weather events

or chronic changes in

climate in sourcing

regions.

Our previous analysis identified 1 commodity with a

local yield risk in the short-term and 3 commodities

with local yield risks in the medium to long-term

as a result of the chronic impact of climate change.

This analysis was expanded this year to consider the

chronic risks for an additional 5 commodities and

the acute risk in 9 key sourcing regions. These have

identified no new risks in the next 5 years.

Next 5

years

6-10

years

More than

10 years

Supply chain

Investment

Supplier collaboration and R&D

We have developed a quantitative yield chronic impact tool, and a

new framework for assessing acute risks with a third party which we

will monitor regularly to understand evolving risk. We are working

closely with suppliers of those commodities identified as at a yield

risk, to understand their resilience and mitigation plans. We have

laid out a requirement of our key suppliers to provide climate and

ESG risk assessments following the TCFD and TNFD frameworks

which we will start to use in our work with suppliers and future

sourcing decisions.

Our actions include sourcing key commodities from other suppliers

and regions, and in some cases may lead to product reformulation

to broaden the range of ingredients we can use in our products.

We seek to minimise the cost of these actions, although in some

cases, it may be necessary to include price increases in our

commercial strategy.

Our programmes to improve ingredients yields and reduce food

waste in our own operations will also contribute to our resilience.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Unmitigated risk Time horizon

Key transition risks

Financial impact of

increasing energy costs

and carbon pricing.

In all climate scenarios, we assume increases in the

pricing of electricity and gas. This is driven by many

factors, including, but not limited to, the policies

adopted by governments to address climate change.

This will impact our own energy prices and also those

of suppliers, who will likely seek to recover some of

those costs.

We have two sites which are currently covered by the

UK Emissions Trading Scheme. (‘ETS’)

Next 5

years

6-10

years

More than

10 years

Supply chain

Investment

Progressing on our journey to net zero

Our Journey to net zero is laid out on page 38 and includes

improvement and investment in low energy and low carbon

operations and a transition to 100% renewable electricity which

will help mitigate the impact of any changes in electricity and

carbon pricing.

Our work has a particular focus on sites currently covered by

the UK ETS. Developments at these sites may bring emissions

below the criteria for involvement in the scheme and therefore

represent a financial opportunity.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Addressed in our

business strategy

Mitigating actions as part

of our strategic planning

Outcome

Disruption to our

operations as a result of

acute extreme weather

events.

The most significant risk to our sites comes from

flooding as a result of intense localised rainfall.

Our Lifton site was previously identified as being at

risk of flooding from a river bordering the site but

investments have already been made to mitigate this

risk. The extreme weather experienced during the

summer in 2022 helped us identify processes and

infrastructure which will be increasingly vulnerable to

higher localised rainfall and higher temperatures. In

some circumstances, these necessitated temporary

changes to working practices in order to maintain

production.

Next 5

years

6-10

years

More than

10 years

Supply chain

Investment

Protecting key infrastructure

Investments in flood protection were made at Lifton in 2021 and

a review of drainage has been carried out at our Worksop site,

resulting in improvements being made.

All sites have strengthened their extreme weather protocols,

including local site investments to improve local resilience.

A resilience workshop was carried out with operational and

engineering leaders to better understand risk and resilience insights

and best practice, facilitated by our facilities management and

insurance partners.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Changes in the

availability, price or

quality of key ingredients,

as a result of more

extreme weather events

or chronic changes in

climate in sourcing

regions.

Our previous analysis identified 1 commodity with a

local yield risk in the short-term and 3 commodities

with local yield risks in the medium to long-term

as a result of the chronic impact of climate change.

This analysis was expanded this year to consider the

chronic risks for an additional 5 commodities and

the acute risk in 9 key sourcing regions. These have

identified no new risks in the next 5 years.

Next 5

years

6-10

years

More than

10 years

Supply chain

Investment

Supplier collaboration and R&D

We have developed a quantitative yield chronic impact tool, and a

new framework for assessing acute risks with a third party which we

will monitor regularly to understand evolving risk. We are working

closely with suppliers of those commodities identified as at a yield

risk, to understand their resilience and mitigation plans. We have

laid out a requirement of our key suppliers to provide climate and

ESG risk assessments following the TCFD and TNFD frameworks

which we will start to use in our work with suppliers and future

sourcing decisions.

Our actions include sourcing key commodities from other suppliers

and regions, and in some cases may lead to product reformulation

to broaden the range of ingredients we can use in our products.

We seek to minimise the cost of these actions, although in some

cases, it may be necessary to include price increases in our

commercial strategy.

Our programmes to improve ingredients yields and reduce food

waste in our own operations will also contribute to our resilience.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Time Horizon Key

as described on

Page 45

Smooth transition Disruptive transition Business as usual

Addressed in our

business strategy

Mitigating actions as part

of our strategic planning

Outcome

Financial impact of

increasing energy costs

and carbon pricing.

In all climate scenarios, we assume increases in the

pricing of electricity and gas. This is driven by many

factors, including, but not limited to, the policies

adopted by governments to address climate change.

This will impact our own energy prices and also those

of suppliers, who will likely seek to recover some of

those costs.

We have two sites which are currently covered by the

UK Emissions Trading Scheme. (‘ETS’)

Next 5

years

6-10

years

More than

10 years

Supply chain

Investment

Progressing on our journey to net zero

Our Journey to net zero is laid out on page 38 and includes

improvement and investment in low energy and low carbon

operations and a transition to 100% renewable electricity which

will help mitigate the impact of any changes in electricity and

carbon pricing.

Our work has a particular focus on sites currently covered by

the UK ETS. Developments at these sites may bring emissions

below the criteria for involvement in the scheme and therefore

represent a financial opportunity.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Taskforce on Climate-related Financial Disclosures

continued

Unmitigated risk Time horizon

Key transition risks

Evolving legislation and

regulation could lead

to increased business

complexity and force

changes in key business

processes.

Premier Foods operates in a complex regulatory

environment, set by local governments and their

adoption of global frameworks. Current UK legislation

is focused on disclosure and understanding risks

which, whilst increasing reporting obligations,

will not have material impact on our operations.

Governments have objectives to support the

transition to a low carbon economy, which will

encourage the adoption of new technology and

energy sources for manufacturing and transport

and will represent opportunities to support our

own transition.

Next 5

years

6-10

years

More than

10 years

Supply chain

Investment

Horizon scanning on upcoming

legislation and emerging technology

We have strengthened our ESG risk assessment and disclosure

standards to prepare for upcoming reporting requirements.

Our reporting working group reviews upcoming legislation twice a

year to include in our functional plans.

Our engineering team reviews emerging low carbon technology,

and programmes to support their adoption, for suitability in

our applications.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Unmitigated risk Time horizon

Key commercial

opportunities & risks

Changes in consumers’

demand for our products,

in the event of changing

weather patterns.

Premier Foods produce, market and distribute a

range of products which are consumed in a range

of situations. Consumption of food and drink is

impacted by weather and many of our products

have a seasonal demand pattern. Changes in the

climate will alter seasonal patterns and, therefore,

may change the demand for different types of

products. This represents both a risk and an

opportunity for Premier Foods, with demand for

products traditionally consumed in autumn and

winter, potentially under threat from shorter and

less severe cold weather, and products consumed in

hotter weather, potentially able to exploit increased

opportunities from longer and hotter summers.

Next 5

years

6-10

years

More than

10 years

Expand UK into

new categories

Build international

businesses with

critical mass

Inorganic

opportunities

Continue to grow

in the UK core

Commercial planning and category expansion

By understanding the factors which impact consumers’ purchasing

decisions, we are well placed to manage the risk of reduced

demand for products at specific times.

Our commercial strategy includes expansion into new categories,

many of which have different use occasions and are more suitable

for warmer weather. Recent examples include breakfast cereals

with the acquisition of FUEL10K and new products such as

barbeque marinades and ice cream.

When considering this risk

(excluding the associated

opportunities), we do deem

that this mitigated risk

could reach the threshold

for materiality in the period

covered in our business strategy

cycle and it has therefore been

considered in our viability

statement.

Commercial opportunities

from supporting

customers’ and

consumers’ demands

for more sustainable

products.

Many of our major customers have their own science-

based targets to tackle climate change and have

developed strategies to encourage decarbonisation

and resilience in their supply chains. These strategies

could include the rewarding of positive progress

through supplier financing terms, product listings,

or collaborative projects. There is also a risk that

retailers could penalise suppliers who are not making

sufficient progress on addressing issues in their own

products and services.

Next 5

years

6-10

years

More than

10 years

Expand UK into

new categories

Build international

businesses with

critical mass

Inorganic

opportunities

Continue to grow

in the UK core

Strengthening the sustainability credentials of our

products and collaboration

Our Enriching Life Plan lays out a wide range of ways in which

we are improving the sustainability credentials of our products.

Many of these are well aligned to the objectives of our customers.

We monitor consumer sentiment to understand the factors that

are most important in purchase decisions and are well placed to

respond to those opportunities.

One particular opportunity is consumers’ increasing demand for

plant-based products, which is a key part of our commercial plans.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Addressed in our

business strategy

Mitigating actions as part

of our strategic planning

Outcome

Evolving legislation and

regulation could lead

to increased business

complexity and force

changes in key business

processes.

Premier Foods operates in a complex regulatory

environment, set by local governments and their

adoption of global frameworks. Current UK legislation

is focused on disclosure and understanding risks

which, whilst increasing reporting obligations,

will not have material impact on our operations.

Governments have objectives to support the

transition to a low carbon economy, which will

encourage the adoption of new technology and

energy sources for manufacturing and transport

and will represent opportunities to support our

own transition.

Next 5

years

6-10

years

More than

10 years

Supply chain

Investment

Horizon scanning on upcoming

legislation and emerging technology

We have strengthened our ESG risk assessment and disclosure

standards to prepare for upcoming reporting requirements.

Our reporting working group reviews upcoming legislation twice a

year to include in our functional plans.

Our engineering team reviews emerging low carbon technology,

and programmes to support their adoption, for suitability in

our applications.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Addressed in our

business strategy

Mitigating actions as part

of our strategic planning

Outcome

Changes in consumers’

demand for our products,

in the event of changing

weather patterns.

Premier Foods produce, market and distribute a

range of products which are consumed in a range

of situations. Consumption of food and drink is

impacted by weather and many of our products

have a seasonal demand pattern. Changes in the

climate will alter seasonal patterns and, therefore,

may change the demand for different types of

products. This represents both a risk and an

opportunity for Premier Foods, with demand for

products traditionally consumed in autumn and

winter, potentially under threat from shorter and

less severe cold weather, and products consumed in

hotter weather, potentially able to exploit increased

opportunities from longer and hotter summers.

Next 5

years

6-10

years

More than

10 years

Expand UK into

new categories

Build international

businesses with

critical mass

Inorganic

opportunities

Continue to grow

in the UK core

Commercial planning and category expansion

By understanding the factors which impact consumers’ purchasing

decisions, we are well placed to manage the risk of reduced

demand for products at specific times.

Our commercial strategy includes expansion into new categories,

many of which have different use occasions and are more suitable

for warmer weather. Recent examples include breakfast cereals

with the acquisition of FUEL10K and new products such as

barbeque marinades and ice cream.

When considering this risk

(excluding the associated

opportunities), we do deem

that this mitigated risk

could reach the threshold

for materiality in the period

covered in our business strategy

cycle and it has therefore been

considered in our viability

statement.

Commercial opportunities

from supporting

customers’ and

consumers’ demands

for more sustainable

products.

Many of our major customers have their own science-

based targets to tackle climate change and have

developed strategies to encourage decarbonisation

and resilience in their supply chains. These strategies

could include the rewarding of positive progress

through supplier financing terms, product listings,

or collaborative projects. There is also a risk that

retailers could penalise suppliers who are not making

sufficient progress on addressing issues in their own

products and services.

Next 5

years

6-10

years

More than

10 years

Expand UK into

new categories

Build international

businesses with

critical mass

Inorganic

opportunities

Continue to grow

in the UK core

Strengthening the sustainability credentials of our

products and collaboration

Our Enriching Life Plan lays out a wide range of ways in which

we are improving the sustainability credentials of our products.

Many of these are well aligned to the objectives of our customers.

We monitor consumer sentiment to understand the factors that

are most important in purchase decisions and are well placed to

respond to those opportunities.

One particular opportunity is consumers’ increasing demand for

plant-based products, which is a key part of our commercial plans.

In all scenarios we do not deem

this mitigated risk reaches the

threshold for materiality in the

period covered in our business

strategy cycle.

Time Horizon Key

as described on

Page 45

Smooth transition Disruptive transition Business as usual

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Taskforce on Climate-related Financial Disclosures

continued

Climate-related risks are identified and managed

through our established Enterprise Risk Management

framework to identify, assess, mitigate and monitor

the key risks we face as a business.

The risk management framework is used

to inform our principal, watchlist and

emerging risks. Our Internal Audit and ESG

teams work closely to update our principal

risks as they relate to climate change and

climate change is considered as a principal

risk. We have taken steps to more formally

integrate the identification of climate-

related risks into our existing bottom up

risk management framework, including

training and new templates to ensure their

inclusion.

Response strategies are developed

for the key risks identified across the

business. We use this to define controls

and monitor metrics. This will ensure that

the appropriate decisions on mitigating,

transferring, accepting or controlling

the climate-related risks are made. Risk

owners from the ELT are assigned and are

responsible for embedding our response to

risk-related issues in our business strategy.

All key risks are reviewed with risk owners,

on a bi-annual basis, to assess and

understand the evolution of the risk, and

whether our current risk management

controls are sufficient. Outputs of this work

are then included in the Risk Management

sections of each Annual Report.

This year we have made a requirement

of our 70 key impact suppliers to provide

climate and risk assessments using the

TCFD and TNFD frameworks by the end

of 2024. This will be used to help inform

future risk assessments, mitigation

actions and sourcing decisions. We

have also carried out a trial of nature

risk assessments on three specific UK

farms where we source dairy products,

apples and parsley. To further understand

the specific risks associated with local

water availability we have appointed a

third party to support assessments at

our operational sites with a view to also

helping inform future climate and nature

risk assessments.

We understand that to best manage the

climate related risks and opportunities in

the supply of the ingredients we use we

will need to work in new ways with our

suppliers. The launch of our new supplier

engagement programme this year is a

key step on developing a more resilient

supply chain.”

Gareth Pullan

Procurement Director

It’s clear that a changing climate will

be one of the trends which will impact

the food shoppers want to buy and eat,

either through changing eating occasions

or through a growing demand for more

sustainable products. Our strength in

understanding shopper insights and our

bold Enriching Life Plan put us in a good

position to capitalise on these trends.”

Alex Whitehouse

Chief Executive Officer

Risk management

Describe the organisation’s processes

for identifying and assessing climate-

related risks.

Describe the organisation’s processes

for managing climate related risks.

Describe how processes for

identifying, assessing and managing

climate related risks are integrated

into the organisation’s overall risk

management.

Aligned

• We have disclosed how climate

related risks and opportunities are

identified, assessed and managed

through our Enterprise Risk

Management process.

Next steps

• We will continue to improve the

management of climate, and other

ESG risks, through our Enterprise

Risk Management process.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Our performance in reducing greenhouse gas

emissions and progress against our science-based

targets are key metrics to help us understand

our management of climate related risks

and opportunities.

A full view of our global energy

consumption and greenhouse gas

emissions data in line with the UK

Government’s Streamlined Energy and

Carbon reporting (‘SECR’) Regulations can

be found below. In addition, there are

a range of other key environmental and

commercial performance measures linked

to our management of climate related

risks and opportunities which are shown in

the table below. Many of these, and other

important performance indicators, can

be found in our Enriching Life disclosure

tables and our Sustainable Accounting

Standards Board (‘SASB’) disclosure on our

website. We also disclose annually to CDP

(formerly the Carbon Disclosure Project).

The table shows where members of our

Executive Leadership Team have been

financially incentivised on the delivery

of this target in the 52 weeks ending

30 March 2024. For Executive Directors

more information can be found in the

Directors’ Remuneration Report.

Metrics Target and objective (2030 unless otherwise stated)

Mitigation Adaptation Executive remuneration

Data, disclosure and

reporting

• Strengthen quality

of key ESG data and

ensure compliance

with all ESG and non-

financial disclosure

requirements.

• Deliver limited

assurance on key ESG

non-financial metrics

(2023/24).

• Disclosure

consistent with the

recommendations of

TCFD (2023/24).

• Disclosure consistent with

the recommendations

of TCFD and limited

assurance on key ESG

non-financial metrics

formed part of the

objectives of the Chief

Finance Officer in the

reporting period.

Mitigating or adaptation action

Disclosure

and Reporting

Metrics and Targets

Disclose the metrics used by the

organisation to assess climate-related risks

and opportunities in line with strategy and

risk management process.

Disclose scope 1, scope 2, and, if

appropriate scope 3, greenhouse gas

(‘GHG’) emissions, and the related risks.

Describe the targets used by the

organisation to manage climate-related

risks and opportunities and performance

against targets.

Aligned

• We disclose the metrics and targets

we use to guide our actions, and also

where they form part of executive

remuneration.

• We disclose our full scope 1, 2 and

appropriate scope 3 greenhouse gas

emissions.

• We disclose a wide range of other

non-financial performance metrics.

Next steps

• We will continue to monitor

performance against our targets and

develop new targets as new mitigation

and adaptation actions are adopted.

• We will continue to strengthen

provision of non-financial data to

improve its use in decision making

and disclosures.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Taskforce on Climate-related Financial Disclosures

continued

Mitigating or adaptation action

Key physical risks

Metrics Target (2030 unless otherwise stated)

Mitigation Adaptation Executive remuneration

Changes in the

availability, price

or quality of key

ingredients, as a result

of more extreme

weather events or,

chronic changes in

climate in sourcing

regions.

• Quantitative yield

forecast tool

developed with third

party to understand

local and global

impact of physical

climate change

(internal measure).

• We are now collecting

information from key

agricultural suppliers

on their compliance

against environmental

certification

schemes. *

• We have made a

requirement on our

key impact suppliers

to share their own

climate and nature

risk assessments using

the TCFD and TNFD

frameworks. We will

track compliance

rates and use the

findings to strengthen

our own disclosures

(internal measure).

• Ensuring continuity

of supply on key

ingredients.

• Managing portfolio

exposure to yield loss

and availability issues

through chronic

and acute climate-

related risks.

• Halve our food

waste and support

our suppliers to do

the same.

• Ensuring continuity

of supply for key

ingredients formed part

of the objectives of the

Procurement and Central

Operations Director in

the reporting period.

Key

physical risks

Key physical risks

Metrics Target and objective (2030 unless otherwise stated)

Mitigation Adaptation Executive remuneration

Disruption to our

operations as a result of

acute extreme weather

events.

• Operational

performance and

service levels (internal

measure).

• Climate risk score

assessing exposure to

climate-related risks

at our sites provided

by our insurance

partner (internal

measure).

• Customer service

levels.

• Delivery of our site

infrastructure plans.

• Investing in our sites

formed part of the

objectives of the

Operations Director in

the reporting period.

Key

physical risks

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Key physical risks

Metrics Target and objective (2030 unless otherwise stated)

Mitigation Adaptation Executive remuneration

Financial impact of

increasing energy costs

and carbon pricing.

• Scope 1, 2 and 3

emissions (disclosed

below).

• Energy usage

(disclosed below).

• Reduce scope 1 and

2 emissions by 66.8%

and reduce our scope

3 emissions by 25%,

all by 2030 (against a

2020 baseline).

These targets have been

validated by the Science

Based Targets initiative.

• Net zero in our own

operations by 2040

and in our total supply

chain by 2050.

• Reductions in scopes 1

and 2 emissions formed

part of the objectives of

the Operations Director

in the reporting period.

Evolving legislation and

regulation could lead

to increased business

complexity and forced

changes in key business

processes.

• Packaging usage and

recyclability. *

• Food Waste. *

• Certification status

of key commodities

addressing

environmental and

social risks. *

• Ensure 100% of our

packaging is reusable,

recyclable or

compostable by 2025.

• Halve our food

waste and support

our suppliers to do

the same.

• Deforestation and

conversion free palm

and meat by 2025,

and across the whole

supply chain by 2030.

• Reducing food waste

formed part of the

objectives of the Chief

Executive Officer and

Operations Director in

the reporting period.

Key

transition risks

* Disclosed in our Enriching Life Plan Disclosure tables

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Premier Foods’ GHG emissions are

calculated and reported based on the ‘The

Greenhouse Gas Protocol: GHG Protocol:

A Corporate Accounting and Reporting

Standard – Revised Edition’ (‘GHG Protocol’)

and the complementary ‘Corporate Value

Chain (Scope 3) Accounting and Reporting

Standard’, setting our boundaries to include

all key requirements and following an

operational control approach.

https://www.premierfoods.co.uk/

sustainability/our-progress/Premier-

Foods-reporting-criteria-for-specified-ESG-

performance-metrics-2023-24.pdf

The Greenhouse Gas Protocol (2015)

defines location-based Scope 2 emissions

as reflecting “the average emissions

intensity of grids on which energy

consumption occurs” and market-based

Scope 2 emissions as reflecting “emissions

from electricity that companies have

purposefully chosen”.

Scope 3 emissions include all relevant

categories, using primary data wherever

possible. Where primary data isn’t

available, estimates were made with

a choice of assumptions following a

conservative approach. Emissions factors

were selected from a range of reputable

sources, including Ecoinvent 3.8, BEIS 2020

and 2021, Agri-footprint and WFLDB (World

Food LCA Database). All emissions values

in this report are given in metric tonnes of

carbon dioxide equivalent (‘tCO

e’).

All of our energy use is based in the UK, we

have no manufacturing or office facilities

under our control outside of the UK and as

such, our Streamlined Energy and Carbon

data below is all UK based.

2023/24 Streamlined Energy and Carbon Reporting

Key physical risks

Metrics Target and objective (2030 unless otherwise stated)

Mitigation Adaptation Executive remuneration

Changes in consumers’

demand for our

products in the event

of changing weather

patterns.

• Internal tool to

assess the impact

of climate change

on the consumption

of products in key

categories (internal

measure).

• Expand UK into new

categories and grow

international business

– ongoing

• The commercial

performance of

new categories and

international expansion

formed part of the

objectives of the Chief

Marketing Officer and the

Chief Customer Officer in

the reporting period.

Commercial

opportunities from

supporting customers’

and consumers’

demands for more

sustainable products.

• Sales of plant-based

products. *

• Core product category

with a plant-based

offerings. *

• Packaging usage and

recyclability. *

• Certification status

of key commodities

addressing

environmental and

social risks. *

• Customer feedback

and consumer insight

(internal measure).

• Expand UK into new

categories and grow

international business

(ongoing).

• Grow the sales of

plant-based products

to £250m per annum

by 2030.

• Ensure each core

product category has

a plant-based offering

by 2030.

• Ensure 100% of our

packaging is reusable,

recyclable or

compostable by 2025.

• Zero deforestation

and conversion free

palm and meat by

2025, and across the

whole supply chain

by 2030.

• The commercial

performance of

new categories and

international expansion

form part of the

objectives of the Chief

Marketing Officer and the

Chief Customer Officer in

the reporting period.

* Disclosed in our Enriching Life Plan disclosure tables.

Key commercial

opportunities

and risks

Taskforce on Climate-related Financial Disclosures

continued

Mitigating or adaptation action

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

2023/24 2022/23

Production output and energy usage

Production Output (tonnes) 290,675 305,449

Total Energy Usage (MWh)

247,118 259,555

Total Revenue (£m) 1,122.6 1,006.4

Energy usage intensity (MWh/£m) 220.1 257.9

Scope 1 and 2 greenhouse gas emissions

Scope 1 Greenhouse Gas Emissions (tCO

34,614 36,668

Scope 2 Greenhouse Gas Emissions – location-based (tCO

15,405 15,081

Scope 2 Greenhouse Gas Emissions – market-based (tCO

21,966 28,961

Total Scope 1 & Scope 2 Greenhouse Gas Emissions – location-based (tCO

50,019 51,749

Total Scope 1 & Scope 2 Greenhouse Gas Emissions Intensity – location-based (tCO

e/£m) 44.6 51.4

Total Scope 1 & Scope 2 Greenhouse Gas Emissions – market-based (tCO

56,580 65,629

Total Scope 1 & Scope 2 Greenhouse Gas Emissions Intensity – market-based (tCO

e/£m) 50.4 65.2

Scope 3 greenhouse gas emissions *

Purchased goods and services (tCO

e) 622,319 807,319

Upstream transport and distribution (tCO

e) 34,737 34,960

Downstream transport and distribution (tCO

e) 38,379 6,930

Other relevant scope 3 emissions (tCO

e) ** 60,509 56,286

Total scope 3 emissions 755,944 905,495

* Scope 3 emissions are based on 2023 calendar year. Improvements have been made to emissions factors used to calculate most categories.

** Includes; capital goods, fuel and energy related activities, waste generated in operations, business travel, employee commuting, and the end of life treatment of sold products

(packaging).

Independent assurance

Consistent with the prior period of

independent limited assurance activity,

PricewaterhouseCoopers LLP (‘PwC’)

has performed an Independent Limited

Assurance engagement on selected

balances within the 2023/24 data,

shown with the symbol

, in accordance

with the International Standard on

Assurance Engagements 3000 (Revised)

‘Assurance Engagements other than

Audits or Reviews of Historical Financial

Information’ and International Standard

on Assurance Engagements 3410

‘Assurance engagements on greenhouse

gas statements’, issued by the International

Auditing and Assurance Standards Board.

The Independent Limited Assurance Report

can be found on our website https://

www.premierfoods.co.uk/sustainability/

our-progress/ESG-Disclosure-Assurance-

Report-2023-24/accept along with our

Methodology Statement – the basis on

which the KPIs are calculated and on

which the limited assurance is given at the

following link https://www.premierfoods.

co.uk/sustainability/our-progress/Premier-

Foods-reporting-criteria-for-specified-ESG-

performance-metrics-2023-24.pdf.

Principal energy efficiency

measures taken in 2023/24

As part of our Enriching Life Plan, we have

set bold new targets to decarbonise our

own operations and support our suppliers

to do the same. Energy efficiency is a

crucial element of this plan and we have

in place a “Smart Energy” programme

under the leadership of our Operations

Director. The programme coordinates the

organisation’s work on energy efficiency

through site energy councils who are

driving short-term behavioural and

operational improvement programmes.

Our engineering team is driving long-

term investment in new processes and

equipment. Projects this year include

an update of start-up and shut-down

routines for energy intensive equipment,

and investments in new LED lighting and

air compressors. We have adopted new

distribution equipment too with new

electric forklift trucks at several sites.

To support our transition to renewable

electricity we have installed solar panels at

our Stoke plant with plans being finalised

for a larger installation at our Carlton site.

Both energy use and associated CO

emissions are monitored monthly through

our internal environmental performance

reporting and we are improving the quality

of available information by investing

in metering equipment. This allows us

to more clearly identify improvement

opportunities and prioritise them based on

their potential benefits.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

This has been another really strong year for the business with considerable

progress across all our key financial metrics and five pillar growth strategy. In

the UK, branded revenue increased by 13.6%, accompanied by 29 basis points

of market share, as we continued to outperform the market.

Operating and financial review

Financial results

Overview

£m FY23/24 FY22/23 % change

Branded revenue 958.1 844.2 13.5%

Non-branded revenue 164.5 131.4 25.2%

Headline revenue 1,122.6 975.6 15.1%

Divisional contribution

253.5 216.2 17.3%

Trading profit

179.5 157.5 14.0%

Trading profit margin 16.0% 16.1% (0.1ppt)

Adjusted EBITDA

203.9 182.3 11.8%

Adjusted profit before tax

157.9 137.2 15.1%

Adjusted earnings per share

(pence)

13.7 12.9 6.4%

Basic earnings per share

(pence)

13.0 10.6 22.6%

Headline revenue excludes Knighton Foods, reconciliations are

provided in the appendices on pages 60 to 62.

Headline revenue increased by 15.1% to £1,122.6m in FY23/24.

Divisional contribution grew by 17.3% to £253.5m and Trading

profit increased by 14.0% to £179.5m. Group and corporate costs

were higher in the period due to investment to improve planning

systems and support strategic priorities, wage and salary inflation

and wider management incentive scheme costs. In addition, the

prior year included non-repeating income of £3.8m which related

to a temporary interruption at a manufacturing site.

Trading profit margins of 16.0% were broadly in line with the prior

year. Adjusted profit before tax increased by 15.1%, while adjusted

earnings per share grew by 6.4%, reflecting an increase in the UK

corporation tax rate from 19% to 25%. Basic earnings per share for

FY23/24 increased by 22.6% to 13.0p.

Statutory overview

£m FY23/24 FY22/23 % change

Grocery

Branded revenue 740.4 635.3 16.5%

Non-branded revenue 110.0 111.5 (1.4%)

Total revenue 850.4 746.8 13.9%

Sweet Treats

Branded revenue 217.7 208.9 4.2%

Non-branded revenue 69.4 50.7 36.9%

Total revenue 287.1 259.6 10.6%

Group

Branded revenue 958.1 844.2 13.5%

Non-branded revenue 179.4 162.2 10.6%

Statutory revenue 1,137.5 1,006.4 13.0%

Profit before tax 151.4 112.4 34.7%

Basic earnings per share

(pence) 13.0 10.6 22.6%

The table above is presented including revenue from

Knighton Foods.

Group revenue on a statutory basis increased by 13.0% in FY23/24,

with branded revenue growing by 13.5% and non-branded

revenue up 10.6%. Grocery revenue was £850.4m, 13.9% higher

than the prior year. Non-branded Grocery revenue declined by

(1.4%) to £110.0m as price increases on existing contracts were

offset by managed contract exits associated with the closure of

Knighton Foods and Charnwood. Commentary on Sweet Treats is

provided below.

Trading performance

Grocery

£m FY23/24 FY22/23 % change

Branded revenue 740.4 635.3 16.5%

Non-branded revenue 95.1 80.7 17.8%

Headline revenue 835.5 716.0 16.7%

Divisional contribution

219.8 189.2 16.2%

Divisional contribution

margin 26.3% 26.4% (0.1ppt)

On a headline basis Grocery revenue increased by 16.7% in the

year to £835.5m, with Branded revenue up 16.5% to £740.4m.

Non-branded revenue increased by 17.8% to £95.1m largely

due to pricing to recover input cost inflation in retailer branded

product ranges.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

The Group gained market share

in its Grocery categories across

the year, as its leading brands continue to demonstrate their

strength and resilience in what has been a challenging consumer

environment. Divisional contribution increased by 16.2% to

£219.8m, with margins broadly flat to last year.

In the fourth quarter, Grocery headline revenue increased by

10.3%, with branded growth of 12.4% partly offset by non-

branded revenue which was 5.4% lower.

Grocery volumes returned to growth in the fourth quarter, as

elasticity effects of price increases dissipated. In the second half of

the year, the Group also implemented sharper promotional pricing

across a number of its products, such as Loyd Grossman cooking

sauces and Batchelors Super Noodles, which served to strengthen

these volume trends.

As the Group has consistently highlighted, its branded growth

model generates value by leveraging the strength of its market

leading brands, launching insightful new products, supporting

its brands with emotionally engaging advertising and building

strategic retail partnerships. Effective application of this strategy

has resulted in consistent UK branded revenue growth of 5.1%

over the last three years.

Growth in the Grocery portfolio was broad based across all brands

in the year. The Grocery business’s major brands, Ambrosia,

Batchelors, Bisto, Sharwood’s, Oxo and Loyd Grossman all

benefitted from consumer marketing investment in FY23/24,

including through the ‘Best Restaurant in Town’ campaign, which

highlighted great value meal ideas across the Grocery portfolio.

Oxo was a particularly strong performer in the period, benefitting

not only from increased brand advertising but also further

expansion of new Oxo Stock pots. Nissin noodles ranges again

enjoyed another great year, delivering revenue growth of over

30%, recording retail sales of nearly £50m

and also benefitting

from the launch of the Big Soba pots range. Ambrosia became a

£100m revenue brand for the first time in FY23/24, gaining over

100 basis points of market share, with growth due to both its core

range and the launch of Ambrosia Deluxe creamed rice in can and

pot formats.

Another element of the branded growth model is to build and

maintain strong, collaborative partnerships with customers. For

example, Batchelors extended its successful partnership with

DC Warner Brothers in the year, this time through its tie-up with

Batman and Aquaman, producing some highly impactful instore

execution displays. The Group also extended its partnership with

its charity partner, Fareshare, with the ‘Win a Dinner, Give a

Dinner’ campaign, to help fight hunger and address food waste.

During the year, the Group’s Grocery categories increased total

distribution by 1.8%, with Quick Meals, Snack & Soups and

Desserts being strong contributors to this growth.

The Group continues to make strong progress expanding into

adjacent categories, leveraging the equity of its leading brands,

with revenue increasing 72% compared to last year. Ambrosia

porridge pots again led the way; sales more than doubled year on

year and market share increased to 10.2%

in a category growing

at 19%. During the year, the range was extended with the launch

of an Apple & Blueberry variant; it also featured in the main

Ambrosia ‘Moley’ television advert and benefitted from outdoor

media activity.

Ice-cream also performed well, with revenue growth of over 50%,

as it increased distribution in major multiple retailers through

ranges under the Angel Delight and Mr Kipling brands. This will be

extended in FY24/25 with the launch of handheld Angel Delight ice

cream in Butterscotch and Banana flavours.

The Spice Tailor continues to benefit from the Group’s commercial

capabilities, its category expertise and has a strong set of product

innovation plans in the next 12 months, such as stir fry sauces and

East Asian meal kits. Instore execution was enhanced in the year

with end of aisle displays delivering greater visibility, while the

brand also benefitted from digital advertising in both the UK and

Australia. Additionally, the brand’s returns performance is now

running ahead of the Group’s original expectations.

The Group acquired FUEL10K, the vibrant, protein enriched

breakfast brand in October 2023 for an initial consideration of

£29.6m. This acquisition expands the Group’s nascent presence in

the breakfast category, providing the ideal platform to build on the

initial success of Ambrosia porridge pots. FUEL10K has continued

to perform well in its first five months with the Group, growing

sales and market share and developing further exciting product

innovation which will be instore from FY24/25 onwards.

In the fourth quarter of the year, and following a review of

operations, the Group announced to colleagues the proposed

closure of its Charnwood frozen pizza base business. This closure

has since been confirmed, will affect c.60 colleagues and is

expected to complete in the first half of FY24/25. Charnwood is an

entirely non-branded business and this move reflects the Group’s

strategic priorities as a brand-focused business.

Sweet Treats

£m FY23/24 FY22/23 % change

Branded revenue 217.7 208.9 4.2%

Non-branded revenue 69.4 50.7 36.9%

Headline revenue 287.1 259.6 10.6%

Divisional contribution

33.7 27.0 24.8%

Divisional contribution

margin 11.7% 10.4% 1.3ppts

Total revenue increased by 10.6% in Sweet Treats, with Branded

revenue up 4.2% and non-branded revenue ahead 36.9%. The

growth in non-branded was consistently strong throughout the

year and was due to a combination of contract wins in pies and

tarts and price increases on existing ranges. Divisional contribution

increased to £33.7m in Sweet Treats, and margins improved to

11.7%, a 130 basis point improvement on the prior year, reflecting

volume recovery assisted by sharper promotional pricing.

In the fourth quarter of the year, Sweet Treats revenue increased

by 6.3%, with branded revenue up 5.0% and non-branded revenue

ahead 16.7%.

FY23/24 revenue growth for Mr Kipling reflected activity

commemorating the King’s Coronation, impactful instore

brand activation to assist shoppers navigate the cake category

with greater ease and a strong promotional campaign in

partnership with the Minions franchise. Brand investment in Mr

Kipling television advertising featured the new ‘Piano’ advert,

demonstrating the Group’s media approach of building emotional

connections with consumers.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Operating and financial review

continued

New products launched in the year included Mr Kipling ‘Best Ever’

Signature mince pies, which received strong consumer reviews

while the Signature Brownie Bites range also performed well. As

a result of lower levels of input cost inflation in the second half

of the year, the Group increased its investment in promotional

pricing, which assisted volume recovery.

Cadbury cake revenue grew strongly in the second half, partly due

to lapping a softer comparative period and also due to impactful

instore brand activation and the relaunch of Crème Egg cake bars.

International

Revenue overseas increased by 12%

compared to last year.

In-market cake sales in Australia continue to grow, however, as

previously disclosed, revenue was impacted by reduced shipping

times which in turn led to lower stock holdings in the supply chain.

Ireland delivered a consistently strong year, with broad based

growth across many brands; Ambrosia, Bisto and Oxo were

particularly strong performers due to continued successful

application of the branded growth model and pricing benefits. In

Europe, sales of Sharwood’s increased reflecting significant new

listings in major retailers in Germany and Netherlands.

Building sustainable businesses in the Group’s target markets

continues to progress well. The Mr Kipling and Cadbury cake

brands reached a combined record market share in Australia

during the year of 16.1%

and delivered further retail sales

growth. Execution of the Company’s branded growth model

included Mr Kipling benefitting from TV advertising in the form

of the engaging ‘Little Thief’ advert and also the sponsorship of

the Great Australian Bake Off, while new products launched in the

period included Caramel Bakewell Tarts and Salted Caramel Slices.

In the USA, the distribution of Mr Kipling to a range of retailers

is building well, with more than 3,000 stores now stocking the

Group’s largest brand across North America, up from c.200 at the

start of the year.

Distribution of The Spice Tailor is accelerating strongly; listings

have now been agreed with major retailers in ten countries

globally, including for over 1,000 stores in the USA and three

countries in continental Europe.

Operating profit

Operating profit increased by £45.5m to £177.7m in the year.

Trading profit increased by 14.0% to £179.5m, as described above,

and brand amortisation of £20.9m was £0.2m higher than the

prior year. Net interest on pensions and administrative expenses

was a credit of £31.6m (FY22/23: £17.7m credit), due to an

interest credit on the opening combined surplus of the pension

scheme of £37.2m, partly offset by £5.6m of administrative

expenses. Non-trading items

of £11.4m were £9.1m lower than

the prior year principally due to Knighton closure costs in FY22/23.

Impairment of fixed assets and restructuring costs were £4.2m

(FY22/23: £3.6m) and £5.3m (FY22/23: £11.1m) respectively

and both relate to closures of the Knighton and Charnwood

manufacturing sites. Other non-trading items of £1.9m relate

primarily to M&A transaction costs.

Finance costs

Net finance cost was £26.3m in FY23/24, compared to £19.8m

in the prior year. Net regular interest

increased by £1.3m to

£21.6m, predominantly due to a higher SONIA rate applicable to

the Group’s revolving credit and debtors securitisation facilities.

Interest on the Group’s Senior secured notes of £11.5m were,

as expected, in line with the prior year. Other interest payable

was £5.2m (FY22/23: £0.6m) the majority of which related to the

unwind of both long-term provisions and contingent consideration

related to acquisitions. Interest income increased by £2.8m to

£3.6m in the year due to higher interest rates on cash reserves.

Taxation

The tax charge for the year was £38.9m (FY22/23: £20.8m) and

was largely due to a £37.9m (FY22/23: £21.4m) charge at the

domestic income tax rate of 25% (FY22/23: 19%). The increase

compared to the prior year is due to an increase in the UK

corporation tax rate from 19% to 25% and higher profit before

tax. The Group is able to offset a proportion of cash tax payable

through available brought forward losses and capital allowances.

Following the suspension of pension deficit contributions, which

are allowable for tax, ongoing annual cash tax payable is expected

to be in the single digit £’millions in the medium term.

Earnings per share

£m FY23/24 FY22/23 % change

Operating profit 177.7 132.2 34.4%

Net finance cost (26.3) (19.8) (32.8%)

Profit before taxation 151.4 112.4 34.7%

Taxation (38.9) (20.8) 87.0%

Profit after taxation 112.5 91.6 22.8%

Average shares in issue

(million) 862.4 861.2 0.1%

Basic Earnings per share

(pence) 13.0 10.6 22.6%

The Group reported profit before tax of £151.4m in FY23/24, a

34.7% increase on the prior year. Profit after tax was £112.5m, an

increase of £20.9m and basic earnings per share was 13.0 pence,

an increase of 22.6%.

Cash flow

Net debt as at 30 March 2024 was £235.6m, a reduction of

£38.7m compared to the prior year. Net debt / EBITDA reduced

from 1.5x to 1.2x during the year, as Adjusted EBITDA

increased

by 11.8% to £203.9m.

Trading profit was £179.5m, as described above. Depreciation

plus software amortisation was £24.4m in the year, resulting

in Adjusted EBITDA

of £203.9m, 11.8% higher than FY23/24.

A £9.0m outflow of working capital, an improved trend on the

prior year, was due to higher stock reflecting inflation of both

raw materials and finished goods. Pension deficit contribution

payments were £33.1m and Pension Trustee and administration

costs were £5.6m, totalling a £38.7m cash outflow to the schemes.

Non-trading items were £14.4m and related to payments

associated with closure of the Knighton manufacturing site and a

lease exit of a non-operational site.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

On a statutory basis, cash generated from operating activities was

£121.7m (FY22/23: £87.2m) after deducting net interest paid of

£20.3m (FY22/23: £19.6m). The Group paid Tax of £4.4m in the

period (FY22/23: £1.5m).

Cash used in investing activities was £62.1m (FY22/23: £63.8m), of

which the acquisition of FUEL10K represented £29.3m and capital

investment was £32.8m. The Group has a number of opportunities

to invest in the business at attractive returns to increase efficiency

and innovation. During the year it replaced air compressors

across a number of sites which have improved efficiency and also

installed solar panels at the Group’s Stoke manufacturing site.

In FY24/25, the Group expects to increase its capital investment

which will include the development of a new, innovative energy

efficient process to manufacture iced-topped cake products and

a project to deliver additional capacity for Ambrosia porridge pot

production reflecting success since launch.

Cash used in financing activities was £20.7m in the year

(FY22/23: £14.3m) which included a £12.4m dividend payment to

shareholders (FY22/23: £10.3m) and £6.3m purchase of shares to

satisfy share awards (FY22/23: £2.5m). A dividend match payment

to the Group’s pension schemes of £3.8m was also made in the

period. As at 30 March 2024, the Group held cash and bank

deposits of £102.3m and its £175m revolving credit facility was

undrawn.

Pensions

The pension scheme has continued to make strong progress, benefiting from a successful investment strategy for both the RHM and

Premier Foods sections since the segregated merger of the scheme in June 2020. On 6 March 2024, the Group announced another major

strategic step with the suspension of deficit contribution payments to the pension scheme Trustee with effect from 1 April 2024.

Consequently, the Group will benefit from £33m increased free cash flow for the financial year ending 29 March 2025, and subject to

the results of the next triennial valuation, at 31 March 2025, the Group anticipates no further contributions to be payable after this

date. Administrative expenses, which are expected to be £5-6m in FY24/25, and the dividend match mechanism remain in place. A full

resolution of the pension scheme, where the scheme has fully de-risked, is forecast to take place by the end of 2026.

30 March 2024 1 April 2023

IAS 19 Accounting Valuation (£m) RHM Premier Foods Combined RHM Premier Foods Combined

Assets 3,032.0 533.0 3,565.0 3,240.2 552.6 3,792.8

Liabilities (2,232.8) (730.7) (2,963.5) (2,291.9) (735.4) (3,027.3)

Surplus/(Deficit) 799.2 (197.7) 601.5 948.3 (182.8) 765.5

Net of deferred tax (25%) 599.4 (148.3) 451.1 711.2 (137.1) 574.1

The Group’s pension scheme reported a combined surplus of £601.5m as at 30 March 2024, a reduction of £164.0m compared to the

prior year. This is equivalent to a surplus of £451.1m net of a deferred tax charge of 25.0%. Asset values fell in both sections of the

schemes and reduced by £227.8m overall. Of note, the illiquid Credit and Global Credit asset classes were lower in the year. The value of

liabilities fell by £63.8m, or 2.1% to £2,963.5m. The applicable discount rate used to value liabilities was unchanged at 4.80% and the RPI

inflation rate assumption used was 3.15% (FY22/23: 3.30%). The reduction in assets is greater than the reduction in liabilities due to the

scheme being over hedged on an accounting basis and hence as underlying gilt yields increase the assets reduce more than liabilities.

A deferred tax rate of 25.0% is deducted from the IAS19 retirement benefit valuation of the Group’s schemes to reflect the fact that

pension deficit contributions made to the Group’s pension schemes are allowable for tax.

Dividend

Subject to shareholder approval, the directors have proposed a

final dividend of 1.728 pence in respect of the 52 weeks ended

30 March 2024 (FY22/23: 1.44p), payable on 26 July 2024 to

shareholders on the register at the close of business on 28 June

2024. This represents a 20% increase in the dividend paid per

share compared to FY22/23, is ahead of adjusted earnings per

share growth, reflecting the confidence we have in the future and

is consistent with the Board’s progressive dividend approach. The

ex-dividend date is 27 June 2024.

Outlook

The Group expects a return to volume driven revenue growth

this year, as demonstrated in quarter four, partially offset by a

lower price per unit. Further progress in FY24/25 is expected to

be delivered across all the Group’s strategic pillars, through the

application of the Group’s proven branded growth model, with

expectations for the full year on track. Following the successful

de-risking of pension obligations and the suspension of deficit

contribution payments, the Group has a number of opportunities

to invest in the business at attractive returns to increase efficiency

and innovation, while continuing to explore M&A opportunities

and apply its progressive approach to dividends.

Duncan Leggett

Chief Financial Officer

16 May 2024

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Operating and financial review

continued

Appendices

The Company’s preliminary results are presented for the 52 weeks ended 30 March 2024 and the comparative period, 52 weeks ended 1 April 2023. All

references to the ‘period’, unless otherwise stated, are for the 52 weeks ended 30 March 2024 and the comparative period, 52 weeks ended 1 April 2023.

All references to the ‘quarter’, unless otherwise stated, are for the 13 weeks ended 30 March 2024 and the comparative period, 13 weeks ended 1

April 2023.

Full year and Quarter 4 Revenue

FY23/24

Full year revenue (£m) Statutory revenue

Knighton

Foods

Headline

revenue

Headline revenue

% change

vs prior year

Grocery

Branded 740.4 740.4 16.5%

Non-branded 110.0 (14.9) 95.1 17.8%

Total 850.4 (14.9) 835.5 16.7%

Sweet Treats

Branded 217.7 217.7 4.2%

Non-branded 69.4 69.4 36.9%

Total 287.1 287.1 10.6%

Group

Branded 958.1 958.1 13.5%

Non-branded 179.4 (14.9) 164.5 25.2%

Total 1,137.5 (14.9) 1,122.6 15.1%

FY23/24

Quarter 4 Revenue (£m) Statutory revenue

Knighton

Foods

Headline

revenue

Headline revenue

% change

vs prior year

Grocery

Branded 198.4 198.4 12.4%

Non-branded 23.4 (1.6) 21.8 (5.4%)

Total 221.8 (1.6) 220.2 10.3%

Sweet Treats

Branded 57.1 57.1 5.0%

Non-branded 8.2 8.2 16.7%

Total 65.3 65.3 6.3%

Group

Branded 255.5 255.5 10.6%

Non-branded 31.6 (1.6) 30.0 (0.1%)

Total 287.1 (1.6) 285.5 9.4%

EBITDA to Operating profit reconciliation (£m) FY23/24 FY22/23

Adjusted EBITDA

203.9 182.3

Depreciation (19.5) (19.9)

Software amortisation

(4.9) (4.9)

Trading profit 179.5 157.5

Amortisation of brand assets (20.9) (20.7)

Fair value movements on foreign exchange & derivative contracts (1.1) (1.8)

Net interest on pensions and administrative expenses 31.6 17.7

Non-trading items:

Impairment of fixed assets (4.2) (3.6)

Restructuring costs (5.3) (11.1)

Other non-trading items (1.9) (5.8)

Operating profit 177.7 132.2

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Finance costs (£m) FY23/24 FY22/23 Change

Senior secured notes interest 11.5 11.5 –

Bank debt interest – net 8.3 6.9 (1.4)

19.8 18.4 (1.4)

Amortisation of debt issuance costs 1.8 1.9 0.1

Net regular interest

21.6 20.3 (1.3)

Re-measurement due to discount rate change & contingent consideration 3.9 (1.1) (5.0)

Other finance cost 0.8 0.6 (0.2)

Net finance cost 26.3 19.8 (6.5)

Adjusted earnings per share (£m) FY23/24 FY22/23 Change

Trading profit 179.5 157.5 14.0%

Less: Net regular interest

(21.6) (20.3) (6.3%)

Adjusted profit before tax 157.9 137.2 15.1%

Less: Notional tax (25%/19%) (39.5) (26.1) (51.4%)

Adjusted profit after tax

118.4 111.1 6.6%

Average shares in issue (millions) 862.4 861.2 0.1%

Adjusted earnings per share (pence) 13.7 12.9 6.4%

Net debt (£m)

Net debt

at 1 April 2023 274.3

Movement in cash (38.9)

Movement in debt issuance costs 1.3

Movement in lease creditor (1.1)

Net debt at 30 March 2024 235.6

Adjusted EBITDA 203.9

Net debt / Adjusted EBITDA 1.2x

Free cash flow (£m) FY23/24 FY22/23

Trading profit 179.5 157.5

Depreciation & software amortisation 24.4 24.8

Other non-cash items 6.6 4.7

Capital expenditure (32.8) (20.0)

Working capital (9.0) (24.8)

Operating cash flow

168.7 142.2

Interest (20.3) (19.6)

Pension contributions (38.7) (45.1)

Free cash flow

109.7 77.5

Non-trading items (14.4) (8.3)

Net purchase of shares (6.0) (1.1)

Financing fees (0.5) (0.7)

Taxation (4.4) (1.5)

Dividend (including pensions match) (16.2) (13.0)

Acquisition (29.3) (43.8)

Movement in cash 38.9 9.1

Proceeds from borrowings – –

Net increase in cash and cash equivalents 38.9 9.1

The following table outlines the basis on which the Group will report Headline revenue, Trading profit and adjusted earnings per share for FY24/25.

This includes acquisitions but excludes Revenue and Trading profit from the Charnwood site which will be closed in FY24/25. In FY23/24, all Charnwood

revenue was reported in Grocery – Non-branded.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Group results ex Charnwood (£m) FY23/24

Revenue Quarter 1 Quarter 2 Quarter 3 Quarter 4 Full Year

Statutory revenue 235.9 258.2 356.3 287.1 1,137.5

Less: Knighton (4.8) (4.9) (3.6) (1.6) (14.9)

Headline revenue (FY23/24 basis) 231.1 253.3 352.7 285.5 1,122.6

Less: Charnwood (3.9) (3.8) (3.1) (3.1) (13.9)

Headline revenue (FY24/25 basis) 227.2 249.5 349.6 282.4 1,108.7

Trading profit (£m) to adjusted eps (p) Half 1 Half 2 Full Year

Trading profit as reported 67.5 112.0 179.5

Less: Charnwood (0.9) (1.4) (2.3)

Headline Trading profit (FY24/25 basis) 66.6 110.6 177.2

Net regular interest (10.6) (11.0) (21.6)

Adjusted profit before tax 56.0 99.6 155.6

Adjusted profit after tax at 25% 42.0 74.7 116.7

Adjusted earnings per share 4.9p 8.6p 13.5p

Notes and definitions of alternative performance measures

The Company uses a number of alternative performance measures to

measure and assess the financial performance of the business. The

directors believe that these alternative performance measures assist

in providing additional useful information on the underlying trends,

performance and position of the Group. These alternative performance

measures are used by the Group for reporting and planning purposes and

it considers them to be helpful indicators for investors to assist them in

assessing the strategic progress of the Group.

1. The Group uses Trading profit to review overall Group profitability.

Trading profit is defined as profit/(loss) before tax, before net finance

costs, amortisation of intangible assets, non-trading items (items

requiring separate disclosure by virtue of their nature in order that

users of the financial statements obtain a clear and consistent view of

the Group’s underlying trading performance), fair value movements

on foreign exchange and other derivative contracts, net interest on

pensions and administration expenses.

2. Divisional contribution refers to Gross Profit less selling, distribution

and marketing expenses directly attributable to the relevant business

segment.

3. Adjusted EBITDA is Trading profit as defined in (1) above excluding

depreciation and software amortisation.

4. Adjusted profit before tax is Trading profit as defined in (1) above less

net regular interest.

5. Net regular interest is defined as net finance cost after excluding

write-off of financing costs, early redemption fees, other finance cost

and other finance income.

6. Adjusted profit after tax is Adjusted profit before tax as defined in (4)

above less a notional tax charge of 25.0%.

7. References to Adjusted earnings per share are on a non-diluted basis

and is calculated using Adjusted profit after tax as defined in (6) above

divided by the weighted average of the number of shares of 862.4

million (52 weeks ended 1 April 2023: 861.2 million).

8. International sales remove the impact of foreign currency fluctuations

and adjusts prior year sales to ensure comparability in geographic

market destinations. The constant currency calculation is made by

adjusting the current year’s sales to the same exchange rate as the

prior year. The constant currency adjustment is calculated by applying

a blended rate.

£m Reported Adjustment

Constant

currency

FY23/24 70.4 0.4 70.8

FY22/23 63.3 N/A 63.3

Growth % 11.2% N/A 11.8%

9. Non-trading items have been presented separately throughout the

financial statements. These are items that management believes

require separate disclosure by virtue of their nature in order that the

users of the financial statements obtain a clear and consistent view of

the Group’s underlying trading performance. In identifying non-trading

items, management have applied judgement including whether i) the

item is related to underlying trading of the Group; and/or ii) how often

the item is expected to occur.

10. Software amortisation is the annual charge related to the amortisation

of the Group’s software assets during the period.

11. Net debt is defined as total borrowings, less cash and cash equivalents

and less capitalised debt issuance costs.

12. Free cash flow is net increase or decrease in cash and cash equivalents

excluding proceeds and repayment of borrowings, less dividend

payments, disposal proceeds, re-financing fees, net proceeds from

share issues, tax, acquisitions and non-trading items.

13. Circana, 52 weeks ended 30 March 2024.

14. Circana, 4 week rolling, 9 March 2024.

15. Acquisition accounting pertaining to FUEL10K acquisition can be found

in Note 28.

16. Operating cash flow excludes interest and pension contributions.

17. Pension deficit contributions are suspended from 1 April 2024; subject

to the results of the next triennial valuation, the Group anticipates no

further contributions to be payable after this date.

18. Further details of progress on the Group’s Enriching Life Plan can be

found on pages 30 to 41.

19. Defined as scoring less than 4 on the UK Government’s Nutrient

Profiling Model.

Additional notes:

• The directors believe that users of the financial statements are most

interested in underlying trading performance and cash generation

of the Group. As such intangible brand asset amortisation and

impairment are excluded from Trading profit because they are non-

cash items.

• Non-trading items have been excluded from Trading profit because

they are incremental costs incurred as part of specific initiatives that

may distort a user’s view of underlying trading performance.

• Net regular interest is used to present the interest charge related to

the Group’s ongoing financial indebtedness, and therefore excludes

non-cash items and other credits/charges which are included in the

Group’s net finance cost.

• Group & corporate costs refer to group and corporate expenses which

are not directly attributable to a reported segment and are disclosed

at total Group level.

• In line with accounting standards, the International operating

segment, the results of which are aggregated within the Grocery

reported segment, are not required to be separately disclosed for

reporting purposes.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Operating and financial review

continued

Our approach

We have an established risk management

framework to identify, evaluate, mitigate

and monitor the risks we face as a

business. Our risk management framework

incorporates both a top-down and a

bottom-up approach, to ensure that we

have maximum input from the Board

through to operational management, to

identify both current and emerging risks

that our business faces as we execute our

strategy and grow the business. Our Board

owns and oversees our risk management

programme, with overall responsibility for

ensuring that our risks are aligned with our

goals and strategic objectives.

The Audit Committee assists the Board in

monitoring the effectiveness of our risk

management and internal control policies,

procedures and systems. The Executive

Leadership Team (‘ELT’) performs a robust

risk assessment on a periodic basis and the

output from this is routinely reviewed by

the Board and the Audit Committee.

Responsibility for risk management is

embedded throughout our organisation

and our first line of defence remains our

colleagues, who have a responsibility

to manage day-to-day risk in their areas

guided by Group policies, procedures,

and controls frameworks. The ELT and

ultimately the Executive, ensure that

these risks are managed, maintained,

reviewed and mitigated according to these

frameworks. The Group’s Internal Audit

function continues to provide assurance

over the effectiveness of mitigating

controls. While copies of these reports

are provided to the ELT to action any

necessary control improvements, the

Internal Audit function reports directly to

the Audit Committee who monitor and

challenge management to ensure control

improvements are actioned

Risk management framework

Board of Directors

Assess principal risks and set risk appetite.

Overall responsibility for maintaining

sound risk management and internal

controls.

Audit Committee

Set risk management framework.

Assess effectiveness of the Group’s risk

framework and internal controls.

Executive Leadership Team

Implement risk management framework.

Assess effectiveness of the Group’s risk

framework and internal controls.

Risk and Internal Audit

Test internal controls and co-ordinate risk

management activity. Provide support

to business risk owners and report risk

information across the Group.

Operational Management

Own and review operational risks. Operate

controls and implement mitigation actions.

Principal risks and uncertainties

The Board has carried out a robust

assessment of the principal and emerging

risks facing the Group. They include those

that we consider most impact our business

model (see pages 16 and 17), the delivery

of our long-term strategic objectives

(see pages 18 and 19), and that would

threaten our future performance, solvency

or liquidity. These risks and uncertainties

(pre-mitigation) are identified in the

heatmap on the following page, followed

by a more detailed description including

key mitigating activities in place to address

them on pages 65 to 70.

We have also considered the broadening

potential impacts across a number

of principal risks including changes in

macro-economic pressures and resilience

measures along our supply chain. The

‘Changes since FY22/23’, highlight changes

in the profile of our principal risks and/or

describe our experience and activity over

the last year.

Risk appetite

Our approach is to minimise exposure to

reputational, financial and operational risk

while accepting and recognising a risk/

reward trade-off in pursuit of our strategic

and commercial objectives. Risk appetite

statements are reviewed routinely by

the ELT and approved by the Board to

guide the actions that management

takes in executing our strategy. As a food

manufacturing company, with many

well-known brands, the integrity of our

business is crucial and cannot be put at

risk. Consequently, we have zero tolerance

for risks relating to food safety and the

health and safety of our employees. In

addition, we have set low-risk appetites

for a number of other risks such as cyber-

security, legal, compliance, environmental

and regulatory risks.

RISK

MANAGEMENT

PROCESS

• Periodic reports provided to the ELT

and Board on how efficiently risks

are being managed

• Controls defined to address risks

within tolerance and ownership

defined

• Risk action plans created to manage

risks within appetite

• Strategic reviews with ELT

• Group principal risks reviewed and

agreed with ELT and the Board

• Risk appetite set by the Board for

all principal risks

• Measurement of risks against

appetite and escalation process

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Risk management

Nonetheless, we operate in a challenging

and highly competitive marketplace and

as a result we recognise that strategic,

commercial and investment risks will be

required to seize opportunities and deliver

results at pace. We are therefore prepared

to make certain managed financial and

operational investments in pursuit of

growth objectives. Our acceptance of

risk is subject to ensuring that potential

benefits and risks are fully understood and

appropriate measures to mitigate those

risks are firstly established.

Emerging risks

The ELT and the Board formally review

emerging risks when considering

the outputs of the risk management

processes. Through both the top-down

and bottom-up risk discussions held across

the business, we seek to identify changes

in existing risks and identify new risks

which may have a significant impact. This

includes horizon scanning and utilising

in-house knowledge and expertise

supported by input from external sources,

to identify emerging risks for consideration

and review. These uncertainties may

relate to future economic, regulatory, or

environmental changes. Examples include,

the further rollout of legislation related

to the UK Government’s programme to

tackle obesity and Extended Producer

Responsibility requirements for packaging.

While significant consideration has been

given to assessing emerging risks, we

have also concluded that these emerging

risks are adequately captured across our

existing broad set of principal risks and,

as a result, no new principal risks are

proposed this year.

Future initiatives

We continuously evolve and improve

our approach to risk management, in

light of the ever-increasing volatility and

uncertainty in the external environment.

We have engaged the Internal Audit co-

source partner to review the Company’s

risk management processes in FY25 with

the intent of further strengthening their

operation. In addition, risk plays a key role

in the cross-functional team responsible

for our approach to the requirements

for Task Force on Climate-related

Financial Disclosures (‘TCFD’), under a

dedicated steering group. We continue

to embed the selection of the key

risks used in our scenario analysis and

support the integration of this activity

into our ongoing risk processes, so that

climate-related considerations become

part of our longer-term strategic thinking

and decision-making in the business. See

pages 42 to 55 for further details on our

approach to TCFD.

Probability

Impact

Risks



Macroeconomic and geopolitical instability

Impact of government legislation

Market and retailer actions



Operational integrity

Legal compliance

Climate risk

Technology

Product portfolio

HR and employee risk

Strategy delivery

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Risk management continued

Macroeconomic and geopolitical instability Link to strategy

Risk and potential impact

Our business has been subject to

a period of prolonged uncertainty

owing to political and ongoing

economic developments. While

those risks related to Covid-19 have

dissipated and the initial impact

of the Russian/Ukrainian war on

energy and commodity costs and

subsequent spread into broader

inflationary pressures have begun

to stabilise, we remain cognisant

of more recent geopolitical events

that could potentially heighten the

Group’s risk profile.

How we manage it

• We seek to hedge certain key commodities

and energy supplies, where appropriate, to

manage our exposure to price increases.

• In addition, we actively manage foreign

exchange currency volatility through hedging

activity and through an ongoing supplier risk

management process.

• Our cost-saving and efficiency programmes

seek to minimise the impact of inflationary

pressures.

• The ELT closely monitors developments related

to commodity costs and carefully consider the

prices of our products.

• We continually monitor our customer and

supplier base for potential exposure to

applicable trade sanctions.

Changes since FY22/23

• The overarching risk trend was assessed

as moderately declining during the

year, in part due to a broader reduction

in inflationary pressures for both our

suppliers and our customers. We

continue to support our consumers

through the continued success of our

‘Best Restaurant in Town’ campaign.

In addition, during the second half of

FY23/24, we have also lowered the

promotional prices of many of our

products, as detailed under ‘Consumer

and market trends’ (see pages 14 and

15).

Risk trend



Impact of government legislation Link to strategy

Risk and potential impact

The continued focus on health and

obesity may result in a decline in

demand for cakes and desserts and/

or our share of them, along with the

risk of additional complexity and

cost as a result of any reformulation

efforts. There is an elevated level of

media and Government scrutiny on

health and obesity. The first phase

of the Government legislation

restricting promotions of High Fat,

Salt or Sugar (‘HFSS’) products by

‘location’ became effective from 1

October 2022. It is expected that a

second phase of restriction of HFSS

products by ‘volume’ will come into

force on 1 October 2025 alongside

an ‘advertising’ restriction.

The UK Government has also

introduced a new tax on non-

recyclable plastic packaging as part

of the reformed Packaging Producer

Responsibility Regulations. The

introduction of this escalating

tax on plastic packaging and any

further legislation may adversely

impact the products that the Group

manufactures. It was announced in

July 2023 that the first EPR payment

will be deferred to 1 October 2025.

How we manage it

• We have a wide range of product offerings,

which includes non-HFSS products, that extend

our range of healthier choices, enhance the

nutrition profile of our existing core ranges

and help consumers to make healthier eating

choices. Details can be found in our Enriching

Life Plan section on pages 30 to 41.

• We have an ongoing evaluation and

development of the brand portfolio and

innovation pipeline with a focus on healthier

options that help us align with changing

consumer preferences (also see Risk 8).

• Our Environmental, Social and Governance

(‘ESG’) Committee, chaired by our CEO, has

a range of cross-functional steering groups

that are responsible for the delivery of

our ESG strategy, including our Packaging

Steering Group. This ensures focused efforts,

through KPI-driven targets, to optimise our

packaging and reduce its environmental

impact and mitigate the impact of the tax on

non-recyclable packaging. This is achieved

by using materials from certified sustainable

sources wherever possible, increasing our

use of recycled materials, and increasing the

recyclability of our packaging. 96% of our

packaging, by weight, is recyclable at year-end.

Changes since FY22/23

The risk profile remained stable year-on-

year.

The Group continues to actively adapt its

strategy in order to support the phases

of the UK Government’s programme to

tackle obesity. This includes continuing to

extend the range of non-HFSS products

available to consumers.

The UK Government’s primary legislation

(November 2020) to introduce an

escalating tax on plastic material came

into effect on 1 April 2022 and the

Group has continued its packaging

optimisation programme to ensure both

the minimisation of packaging and that

packaging use is fully recyclable.

Risk trend

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Market and retailer actions Link to strategy

Risk and potential impact

As a primarily UK-based company,

our sales are concentrated,

predominately with a number of

major customers who operate

in a highly competitive market.

Maintaining strong relationships

with our existing customers and

building relationships with new

customers, and further supported

by technology-enabled channels,

are critical for our brands to be

readily available to our consumers.

A failure to do this may impact

our ability to obtain competitive

pricing and trade terms and/or

the availability and presentation of

our brands. Actions taken by these

retailers (for example, changes in

pricing and promotion strategies),

may negatively impact our financial

performance and can also have an

impact on the overall market for

our products.

How we manage it

• We have strong relationships with major

retailers built on the strength of our brands,

our expertise in our categories and shopper

insight.

• We have a programme of continuous

innovation rooted in consumer insights and

designed to build category growth.

• We develop commercial plans with customers

that include investment and activation plans.

• We are growing our international business by

applying our proven UK branded growth model

strategy in target markets, which in time will

reduce dependence on the UK market.

• We are investing to build our online channel

presence and capabilities.

Changes since FY22/23

• The risk profile remained stable

year-on-year.

• We continued to work with all

our customers, including category

partnerships and range reviews,

to match our product offering to

consumer needs.

• We recorded growth in branded sales

as a result of our strong innovation

pipeline, sustained brand investment

and close customer partnerships.

• Our international business continued

to grow as we focus on the Group’s

strategic markets.

Risk trend

Strategy pillars Risk trend

Continue to grow the UK core

Supply chain investment

Expand UK into new categories

Build international businesses with

critical mass

Inorganic opportunities



Increase

No change



Decrease

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Risk management continued

Operational integrity Link to strategy

Risk and potential impact

Delivery of our strategy depends on

our ability to minimise operational

disruption from issues with

facilities and factory infrastructure.

Supplier failure, market shortage

or an adverse event in our supply

chain impacts the sourcing of

our products, and the cost of our

products is significantly affected by

commodity price movements.

How we manage it

• We have business continuity and disaster

recovery management processes in place.

These are reviewed and refreshed on an

ongoing basis.

• Appropriate insurance coverage is in place to

mitigate the financial impact of material site

issues.

• We have an appropriately resourced and

skilled procurement function that possesses

the requisite market and industry knowledge

to pinpoint raw material market developments.

• Procurement category plans are in place to

mitigate against single supplier risk.

• Cross-functional teams help to manage any

sourcing challenges because of broader

macroeconomic factors.

• We have robust quality management standards

applied and rigorously monitored across our

supply chain.

• We have an ongoing programme (in

conjunction with our insurers) to move our

sites into a ‘Highly Protected Risk’ status.

• ELT review resourcing plans to ensure

appropriate labour availability across factories,

warehouse and transport.

Changes since FY22/23

• The risk profile has moderately declined

during the year. This was because we

continued to improve our operational

resilience through various initiatives,

including Capex projects that replace

existing plant and machinery and

provide increased reliability and

efficiency. This year we also made

several specific investments to enhance

our flood and fire defence systems at

several of our ‘higher-risk’ sites.

• Our suppliers have continued to supply

us with raw materials, packaging and

bought-in finished goods, aided by

accurate demand forecasting providing

forward views of demand planning

requirements.

• Our Procurement, Operational and

Technical teams have also managed

to source alternative suppliers for key

ingredients where there were potential

interruptions to supply.

• Our factories continued to maintain

production levels through careful

management of production capacity

and through sourcing and retaining

a reliable pool of labour. This was

particularly called upon whilst we

completed the previously announced

closure of our Knighton site and moved

key production facilities to our other

sites.

• We continue to maintain high levels

of customer service through our KPI

monitoring of key suppliers, despite the

disruptions caused in some of our key

raw materials markets.

Risk trend



Strategy pillars Risk trend

Continue to grow the UK core

Supply chain investment

Expand UK into new categories

Build international businesses with

critical mass

Inorganic opportunities



Increase

No change



Decrease

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Legal compliance Link to strategy

Risk and potential impact

Our business is subject to many

legal and regulatory requirements

and we must continuously monitor

new and emerging legislation

(domestic and international),

in areas such as Health and

Safety, listing rules, competition

law, intellectual property, food

safety, labelling regulations and

environmental standards. We have

also adopted the recommendations

of the Financial Stability Board’s

Task Force on Climate-related

Financial Disclosures (‘TCFD’).

A more detailed overview of the

impact of climate change on our

business can be found in the TCFD

section on pages 42 to 55.

How we manage it

• We have dedicated Legal and Regulatory

teams in place to monitor laws and regulations

to ensure compliance, protect intellectual

property and defend against litigation, where

necessary.

• We work closely with our external advisors

and the regulators, government bodies and

trade associations regarding current and future

legislation which would impact the Group.

• Whistleblowing processes are in place that are

routinely tested to ensure that they are fit for

purpose.

• We have leading food industry processes in

place to manage health and safety and food

safety issues (including an ongoing programme

of internal and external audits).

• Regular mandatory compliance-related training

is in place covering key risk areas.

• As previously described, our ESG Committee

oversees various initiatives, including

compliance with TCFD recommendations.

Changes since FY22/23

• The risk remained stable year-on-year.

• We have included disclosures on pages

42 to 55 of this report to comply with

TCFD recommendations.

• Our risk management framework

continues to be enhanced to

accommodate and report on climate

risks and appropriate disclosures in line

with TCFD recommendations.

Risk trend

Climate risk Link to strategy

Risk and potential impact

Climate change has the potential

to dramatically change the world in

which we live and operate. Tackling

climate change, by taking measures

to limit its impact to manageable

levels, has become a key priority

for governments and businesses.

As the impacts of climate change

become clearer, businesses are

looking to understand how this will

impact their operations. Through

our work to disclose against the

requirements of the Task Force

for Climate-related Financial

Disclosures (TCFD), we have

identified risks and opportunities

associated with operational

disruption, ingredients sourcing,

energy pricing, policy changes and

changing consumer behaviour.

How we manage it

• Our decarbonisation targets have been

submitted to, and approved by, the Science-

Based Targets initiative (‘SBTi’) and are

embedded within our Enriching Life Plan.

We track progress against our targets in line

with our commitments.

• An assessment of the physical risks associated

with more extreme weather across the

Company’s manufacturing sites has been

carried out in partnership with our insurance

partners, with investments made at our sites

to reduce the risk and impact of river and

pluvial flooding.

• An assessment of the risk of changes in the

availability, price or quality of key ingredients,

as a result of acute and chronic changes in

the climate in key sourcing regions has been

carried out and mitigating actions to reduce

the risk of supply issues on key commodities

have been identified.

• An assessment of the risk associated with

changes in the demand for our products in

the event of changing weather patterns has

been carried out and considered as part of our

commercial planning.

Changes since FY22/23

• Although the impacts of climate change

are becoming more visible, they are in

line with the scenarios and risk profiles

we have assessed over the last two

years. The risk has remained stable

year-on-year as we continue to make

progress against the targets we have set

for ourselves under our Enriching Life

Plan, and required of us under TCFD.

• Please refer to pages 30 and 41 for an

update on our Enriching Life Plan, pages

42 to 55 for our TCFD statement and

pages 182 to 189 for our Enriching Life

Plan disclosure tables.

Risk trend

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Risk management continued

Technology Link to strategy

Risk and potential impact

A successful cyber-attack, or other

systems failure, could result in us

not being able to manufacture or

deliver products, plan our supply

chain, pay and receive money, or

maintain proper financial control.

This could have a major customer,

financial, reputational and

regulatory impact on our business.

How we manage it

• Our centrally governed IT function continually

monitors known and emerging threats with

incident response plans in place to manage/

eliminate these risks.

• This includes maintaining firewalls and threat

detection and response systems with regular

penetration testing performed.

• Business continuity plans are in place across

the business and both these and disaster

recovery procedures are tested regularly.

• Information and IT policies are in place and

are regularly reviewed. Compulsory IT training

is regularly run, including internal phishing

awareness campaigns, to validate that learning

is embedded throughout the organisation.

• Our cyber-security strategy and actions are

regularly monitored by the Audit Committee

and the Board.

• We review our cyber-insurance coverage on a

regular basis.

Changes since FY22/23

• The risk profile has remained stable

during the year as we continue to invest

in our IT systems to remain protected

and match the ever-increasing number

and diversity of external security

threats.

Risk trend

Product portfolio Link to strategy

Risk and potential impact

Consumer preferences, tastes

and behaviours change over

time. As part of this, consumers’

desire for healthier choices and

premiumisation are significant

trends. Our ability to anticipate

these trends, innovate and ensure

the relevance of our brands are

critical to our competitiveness

in the marketplace and our

performance. Furthermore,

sales of many of the Company’s

products can be adversely affected

by seasonal weather conditions.

We may fail to successfully evolve

our portfolio to take advantage of

growth categories and/or re-invent

our core brands to meet consumer

needs.

How we manage it

• The Group offers a broad range of branded

products across a range of categories and

markets which offer a wide choice to the end

consumer.

• We perform continual assessments of

consumers and customer trends and have

an insights programme in order to anticipate

changes in consumer preferences. This helps

us evolve our existing product offerings, as

well as identify adjacent product categories to

launch into.

• We continue to invest heavily in new product

development with well-established stage gate

controls to ensure we continue to adjust to

consumers’ requirements.

• We continue to review the impact of

weather on sales during our monthly product

performance reviews.

• Our M&A focus is on expanding into higher

growth categories.

Changes since FY22/23

• The risk remained stable year-on-year.

• We continue to expand our product

offerings within adjacent categories

such as ice cream.

• We acquired FUEL10K, a differentiated

and vibrant breakfast brand.

Risk trend

Strategy pillars Risk trend

Continue to grow the UK core

Supply chain investment

Expand UK into new categories

Build international businesses with

critical mass

Inorganic opportunities



Increase

No change



Decrease

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

HR and employee risk Link to strategy

Risk and potential impact

The ongoing successful delivery of

the Group’s strategy depends on

having the appropriate number

of colleagues (capacity) with the

right skills (capability). As economic

stability returns, there is risk of

losing colleagues to competitors,

especially in areas where there is a

skills shortage.

How we manage it

• We continue to invest in colleague

development and engagement initiatives,

including an all-colleague engagement survey.

See ‘Our purpose, values and culture’ on pages

10 and 11.

• We have processes in place to attract diverse

talent into the business with the right

capabilities and behaviours through our ‘in-

house’ team.

• We have increased our Organisational Design

capability to make sure we have the structure

to deliver our plans.

• We are developing strategies to focus on

developing our own in-demand skills, e.g.

engineering.

• We have succession plans in place to retain

and progress our internal talent pipeline.

• We have a well-established and successful

graduate recruitment and development

programme and invest in apprenticeship

training.

• We benchmark pay to make sure we remain

competitive in the market and, where

appropriate, make changes to our offering.

Changes since FY22/23

• The risk profile remained stable

year-on-year, albeit individual HR

and employee risk elements that

amalgamate to the principal risk have

varied.

• We continue to maintain a strong

commercial focus on process and cost

improvement to manage and mitigate

the increased cost of labour.

• In addition, we maintain Group-wide

communication tools as well as holding

quarterly Town-Hall meetings to ensure

colleagues are briefed on new strategic

initiatives that will grow the Company.

Risk trend

Strategy delivery Link to strategy

Risk and potential impact

Our five-pillar strategy, as set out

on pages 18 and 19, is at the core

of how we run our business. The

strategy focuses on continuing to

grow the UK core, investing in our

supply chain, expanding into new

categories as well as building our

international business. In addition,

we seek acquisitions where we can

leverage strong synergies with our

existing categories to enable us

to further accelerate our growth.

Failure to timely deliver our strategy

may result in taking longer than

expected to deliver results, which

may impact the speed at which we

can deliver shareholder value.

How we manage it

• We continue to seek inorganic opportunities

expanding our product portfolio through

acquisitions and applying our brand building

and commercial expertise to create further

value.

• Reflecting the seasonal nature of many of

our brands, media investment is targeted

in periods of peak consumer demand and

through the most cost-effective channels.

• Our new and existing product development

programmes are based on deep consumer

insight and continue to make our product

ranges more relevant to the ever-changing

lives of our consumers, particularly focusing on

health and nutrition.

Changes since FY22/23

• The risk profile remained stable during

the year.

• Following The Spice Tailor acquisition,

we acquired FUEL10K during the year.

We have followed a rigorous integration

programme to ensure the benefits of

the acquisition are fully realised.

• Our branded growth strategy for

delivering new product innovation

based on consumer trends together

with high-quality advertising behind our

major brands continues to deliver.

• We continued to leverage our branded

growth model in the Group’s strategic

markets.

Risk trend

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Risk management continued

The directors, in accordance with provision

31 of the UK Corporate Governance Code

2018, have assessed the viability of the

Group, taking into account the current

financial position, the Group’s strategic and

financial plan, and the potential impact

on profitability, liquidity and key financial

ratios of the principal risks documented

on pages 63 to 70. These factors have

also been carefully assessed in light of

the global political uncertainty driven by

current conflict and a prolonged period of

inflation.

The directors have determined that five

years is the most appropriate period to

assess viability over, this timeframe is

consistent with the way the Board views

the development of the business over

the medium term, and is appropriate for

both business planning and measuring

performance. The directors also

considered the consistent business

performance, nature of the Group’s

activities and the degree to which the

business changes and evolves given the

dynamic nature of the FMCG sector when

determining the assessment period.

In order to report on the viability of the

Group, the directors reviewed the overall

funding capacity and headroom available

to withstand severe but plausible events

and carried out a robust assessment of the

principal risks facing the Group, including

those that would threaten its business

model, future performance, solvency or

liquidity. This assessment also included

reviewing mitigating actions in respect of

each principal risk.

The starting point for the viability

assessment is the Group’s strategic plan,

which was updated and signed off by

the Board in February 2024. Sensitivity

analysis was applied to this base financial

information and the projected cash flows

were stress tested against a number

of severe but plausible scenarios, the

viability assessment being an extension

of the going concern assessment (see

note 2.1 of the financial statements). As

of 30 March 2024, £175m of committed

borrowing facilities available to the Group

were undrawn. The Board reviewed the

level of performance that would cause

the Group to breach its debt covenants

and considered all of the principal risks,

focusing on those which have the potential

to materially reduce Trading profit or

adversely impact the Group’s liquidity.

The risks considered to have the greatest

potential impact have been modelled in

the downside scenarios, further detail of

which are shown in the table on page 72.

Consideration has been given to the

impact of climate change which identified

an increase in costs of external specialists,

capital investment and regulatory

requirement within the assessment period,

best estimates for which are included in

the Group’s strategic plan and a sensitivity

was modelled as discussed above. An in-

depth assessment of climate risk continues

and whilst this work remains ongoing it

is not believed that the climate related

risks would have a significant impact on

the business within the five year viability

review period. See pages 42 to 55 for an

overview of the work related to TCFD.

Premier Foods plc

www.premierfoods.co.uk

STRATEGIC

Viability statement

In assessing the Group’s viability, the Board also considered all the severe but plausible scenarios simultaneously materialising and for a

sustained period, in conjunction with mitigating actions such as reducing discretionary costs and capital investment. The likelihood of the

Group having insufficient resources to meet its financial obligations and breach its covenants is unlikely under this scenario.

In addition, a reverse stress test was conducted to identify the magnitude of Trading profit decline required before the Group breaches

its debt covenant, which indicates that a Trading profit decline of broadly half in each year of the five year review period is required to

breach covenants, which is considered extreme and not plausible.

Based on this assessment, the Board confirms that it has a reasonable expectation that the Group will be able to continue in operation

and meet its liabilities as they fall due over the five-year period to 31 March 2029.

Risk assumptions modelled

Action taken Link to principal risks

Materials, packaging, utilities

and supply chain inflation in the

market place

We have modelled further inflation in the market

place, increasing input costs, we have assumed

that this is not all recovered with an adverse

impact on volume and margin.

A cyber-attack shuts down the

operating systems temporarily

stopping production

We have modelled production stopping at all

manufacturing sites for two weeks in the viability

review period, with the associated loss of sales

due to the halt in production, and taking into

account the levels of stock held.

Climate change: impact on

revenue

We have modelled the expected reduction

in revenue anticipated if Representative

Concentration Pathway (‘RCP’) 8.5 were followed.

Managing human resources in

response to unplanned events

We have modelled disruption to our supply chain

due to the outbreak of an infectious disease

which drives labour shortages or outbreaks

leading to half of our manufacturing sites being

closed for a one-week period on two occasions

during the review window, including the

associated loss of sales, and taking into account

the levels of stock held.

Retailer strategy results in

margin dilution

We have modelled a reduction in gross margin for

our UK business over the viability review period.

For risks see pages 63 to 70.

Risk impact included in the Going Concern 12-month review period.

Non-financial and sustainability information statement

This statement, along with the information incorporated by cross-reference, complies with the non-financial reporting requirements set

out in Sections 414CA and 414CB of the Companies Act 2006.

This section on our Enriching Life Plan fulfils the requirements under Section 414CB of the Companies Act for content on environmental

matters, our employees, social matters and non-financial key performance indicators. Further information on climate related targets can

be found on pages 30 to 41.

Information on human rights can be found on page 118.

Content on anti-bribery and corruption can be found on page 118.

Our business model can be found on pages 16 and 17.

Principal risks and how they are managed can be found on pages 63 to 70.

The section 172(1) statement is set out on pages 84 to 87.

The strategic report, set out on pages 09 to 72, has been approved by the Board.

By order of the Board

Simon Rose

General Counsel & Company Secretary

16 May 2024

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Viability statement continued

Governance

Governance framework 74

Board of directors 76

Governance overview 78

Stakeholder engagement and

Section 172(1) statement 84

Nomination Committee report 88

Audit Committee report 91

Directors’

Remuneration report 96

Other statutory information 116

Statement of directors’

responsibilities 119

Premier Foods plc

www.premierfoods.co.uk

Shareholders and other stakeholders

Shareholders

Board

Committees

Company Secretary

and Internal Audit

Management

Nomination Committee

Responsible for Board appointments, succession planning and reviewing the structure, size and

composition of the Board, ensuring that there is a healthy balance of skills, knowledge, experience

and diversity on the Board. Provides oversight of inclusion and diversity, talent management and

succession planning for the wider Group.

Further information can be found on pages 88 to 90.

Group Chair

The Group Chair is responsible for the

leadership of the Board, ensuring its

effectiveness and promoting the highest

standards of corporate governance. He chairs

Board meetings, ensuring timely and accurate

distribution of information and full review and

discussion of agenda items.

Senior Independent Director (‘SID’)

The SID supports the Group Chair and leads

the non-executive directors in the oversight

of the Group Chair. He is also available to

shareholders if they have concerns that

cannot be raised through normal channels.

Company Secretary

The role of the Company Secretary is to ensure that there is an effective flow of information

between executive management and the Group Chair and NEDs. The Company Secretary also

advises the Board on legal and governance matters and supports the Board evaluation process and

induction programme.

Executive Leadership Team (‘ELT’)

The Board delegates day-to-day responsibility for managing the business to the ELT and its sub-

committees. The ELT comprises of the heads of the commercial business units and corporate

functions. The ELT meets on a monthly basis, with weekly follow ups. Members of the ELT also

regularly present to the Board.

How our governance framework supports the delivery of the Group’s strategic objectives

Our governance framework facilitates effective, entrepreneurial and prudent management that promotes the long-term success of

the Group. It also generates value for shareholders and contributes to all our stakeholders whether customers, consumers, suppliers,

employees, the government or wider society. The Board of directors is responsible for the governance of the Group, including providing

oversight of the Group’s purpose, strategy, values, and the approach to ESG matters. It provides the leadership to put them into effect,

supervising the management of the business, monitoring performance, and reporting to shareholders on their stewardship.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Governance framework

Shareholders and other stakeholders

Audit Committee

Monitors the integrity of the Group’s external reporting and

provides oversight and governance of the Group’s Internal Audit

team, internal controls, risk management and the relationship

with the external auditors. The committee also monitors

compliance with the Task Force on Climate-related Financial

Disclosures (‘TCFD’) reporting regulations and provides

oversight of the Group’s whistleblowing procedures.

Further information can be found on pages 91 to 95.

Remuneration Committee

Responsible for setting the Directors’ Remuneration Policy

and the remuneration for the Group Chair, executive directors

and senior management, to ensure that it is aligned with the

Group’s strategic objectives and culture, and oversight of the

remuneration of the wider workforce.

Further information can be found on pages 96 to 115.

Non-executive

directors (‘NEDs’)

The NEDs bring a range of

knowledge and experience to

the Board. Their role is to use

their experience, objectivity

and sound judgement to

scrutinise and challenge

executive management’s plans

and performance and the

development of the Group’s

vision, values and strategy.

Workforce Engagement

NED

The Workforce Engagement

NED’s role is to engage

with colleagues across the

business to ensure their views

and concerns are brought

to the Board and taken into

account by the directors,

particularly when they are

making decisions that could

affect the workforce.

Chief Executive

Officer (‘CEO’)

The CEO is responsible

for the day-to-day

management of the

Group, working with the

Executive Leadership

Team to ensure the

implementation of the

agreed strategy.

Chief Financial Officer

(‘CFO’)

The CFO has

responsibility for

developing and

implementing the

Group’s financial

strategies, financial risk

management, treasury,

investor relations and

pensions strategy.

Internal Audit

Internal Audit is responsible for providing the Audit Committee and Board with independent assurance that the Group’s internal control

and risk management processes are operating effectively.

ESG Governance Committee

Chaired by the CEO and including

members of the ELT, the committee is

responsible for setting the Group’s ESG

strategy, monitoring performance and

ensuring ESG is embedded into the way

the business operates.

Further information can be

found on page 33.

TCFD Steering Group

Responsible for assessing and managing

climate-related risks and opportunities and

embedding the TCFD framework across

the business.

Further information can be

found on page 42.

Inclusion and Diversity

Steering Group

Responsible for implementing and

reviewing the Group’s approach to

inclusion and diversity.

Further information can be

found on pages 10 and 11.

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Colin Day

Non-executive Group Chair

Alex Whitehouse

Chief Executive Officer

Duncan Leggett

Chief Financial Officer

Tania Howarth

Non-executive director

Helen Jones

Non-executive director

Yuichiro Kogo

Non-executive director

Appointed to the Board

August 2019 (appointed Nomination

Committee Chair in August 2019)

Skills and experience

Colin was previously Chief Financial

Officer at Aegis Group plc and then

Reckitt Benckiser plc before spending

six years as Chief Executive of Essentra

plc. He has served as a non-executive

director on the boards of major

listed UK businesses, including Amec

Foster Wheeler, WPP, Cadbury,

Imperial Brands, easyJet, Meggitt and

Euromoney Institutional Investor.

Colin is currently a board member of

the Department for Environment, Food

and Rural Affairs (‘Defra’) and chairs

the Defra Audit and Risk Assurance

Committee. He is a non-executive

director and Audit Committee Chair

at S4 Capital plc and a non-executive

director of FM Global. He is also a

member of the Board and Finance

Committee of Cranfield University.

Colin is a Fellow of the Association of

Chartered Certified Accountants and

has an MBA from Cranfield School of

Management.

Appointed to the Board

August 2019

Skills and experience

Alex joined the Company in July 2014,

holding the positions of Managing

Director of the Grocery Strategic

Business Unit and then UK Managing

Director before his appointment

as Chief Executive Officer. Alex has

significant senior international,

marketing, sales, strategy, innovation

and general management experience

gained across multiple geographies. He

spent 18 years with Reckitt Benckiser

plc, where he held senior leadership

roles, including Managing Director,

New Zealand and Worldwide Head

of Shopper and Customer Marketing.

Earlier in his career, he held a number

of retail management positions with

Whitbread plc.

Appointed to the Board

December 2019

Skills and experience

Duncan joined the Company in

September 2011 and has held a

number of senior roles within finance,

including Group Financial Controller

and Director of Financial Control and

Corporate Development. Prior to joining

the Company, Duncan spent nine

years at KPMG, working with clients

across a variety of industries. Duncan’s

responsibilities include operational

and corporate finance, corporate

development, investor relations,

treasury and pensions. He is a qualified

Chartered Accountant.

Appointed to the Board

March 2022

Skills and experience

Tania has extensive senior executive

experience from her roles across

global FMCG businesses. She was Chief

Operating Officer of Nomad Foods,

a European frozen foods business

listed on the NYSE, with household

brands such as Birds Eye, Findus and

Iglo. During her 10-year tenure, she

had responsibility for Supply Chain,

Quality, HR, IT and M&A integration.

Prior to this, Tania was CIO for Coca-

Cola’s European and African businesses

and spent nine years at Walkers

Snack Foods, latterly as CIO. Tania

is an advisor to the Private Equity

business within Goldman Sachs Asset

Management and a member of the

Technology Advisory Board at NatWest

Group plc.

Appointed to the Board

May 2020 (appointed Workforce

Engagement NED in September 2020

and Remuneration Committee Chair in

July 2022)

Skills and experience

Helen has over 35 years of commercial

and general management experience

within FMCG and multi-site consumer

businesses. During her executive career,

Helen was Group Executive Director of

Caffe Nero Group Ltd and Managing

Director of Zizzi restaurants. Prior to

this, Helen spent nine years at Unilever,

having previously been the successful

architect for the launch of the Ben &

Jerry’s brand in the UK and Europe.

Helen is currently non-executive

director and Remuneration Committee

Chair of THG PLC, Fuller, Smith & Turner

plc and Virgin Wines UK PLC.

Appointed to the Board

March 2021

Skills and experience

Yuichiro is General Manager, Corporate

Planning Division, of Nissin Foods

Holdings Co., Ltd (‘Nissin’) and is

responsible for devising Nissin’s

M&A strategy, as well as originating

and executing business alliance and

investment transactions. Prior to

joining Nissin, he was Vice President

at the Investment Banking Division

of Goldman Sachs Japan Co., Ltd.

During his nine years at the firm, his

key responsibilities included execution

of global equity/debt financing

transactions, as well as coverage of

corporate clients across multiple

industry sectors, including technology,

steel and natural resources. Yuichiro

received a BA in Economics from

Keio University and an MBA from the

University of Chicago.

Richard Hodgson

Senior Independent Director

Roisin Donnelly

Non-executive director

Tim Elliott

Non-executive director

Lorna Tilbian

Non-executive director

Appointed to the Board

January 2015 (appointed SID in

May 2019)

Skills and experience

Richard is Chief Executive Officer of The

SnowFox Group and has over 20 years’

experience in the food industry. He was

Chief Executive Officer at Pizza Express,

and held roles as Commercial Director

at Waitrose and Morrisons, the latter

being a newly created role combining

Trading and Marketing. Prior to that,

Richard spent 10 years at Asda in senior

positions before being appointed as

Marketing & Own Brand Director.

Appointed to the Board

May 2022

Skills and experience

Roisin has over 30 years’ marketing

and brand building experience, gained

at Procter and Gamble, where she

was responsible for a large portfolio of

leading consumer brands within the

UK, Europe, EMEA and the Americas.

Most recently, she spent 12 years as

Chief Marketing Officer, UK and Ireland,

and then two years in the same role for

Northern Europe. Roisin has served as

a non-executive director of Just Eat plc,

Holland & Barrett Ltd, Homeserve plc

and Bourne Leisure Ltd. She is currently

a non-executive director of NatWest

Group plc and Sage Group Plc, and also

a member of the Digital Advisory Board

of Coca-Cola Europacific Partners.

Appointed to the Board

May 2020 (appointed Audit Committee

Chair in July 2023)

Skills and experience

Tim has nearly 40 years’ experience

in investment banking and corporate

finance, advising a wide range of

companies and industries, particularly

those in the consumer and retail

sectors. During his career, Tim held

Managing Director roles at both

Barclays Capital and JP Morgan and,

more latterly, was a Partner and

Consultant at KPMG. Tim has deep

knowledge and experience of capital

markets and is currently Senior Advisor

at Alvarez & Marsal LLP.

Appointed to the Board

April 2022

Skills and experience

Lorna has extensive experience as

an equity analyst covering the media

sector and an investment banker

with strong financial analysis and

leadership skills. During her career,

Lorna was executive director and

Head of the Media Sector at Numis

Corporation PLC. She was a founder

of Numis, having previously worked at

Sheppards as a director at SG Warburg

and an executive director of WestLB

Panmure. Lorna is executive Chair of

Dowgate Capital Ltd, sits on the Board

of Dowgate Wealth Ltd and is a non-

executive director of Rightmove plc,

Finsbury Growth & Income Trust plc

and ProVen VCT plc.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Board of directors

Colin Day

Non-executive Group Chair

Alex Whitehouse

Chief Executive Officer

Duncan Leggett

Chief Financial Officer

Tania Howarth

Non-executive director

Helen Jones

Non-executive director

Yuichiro Kogo

Non-executive director

Appointed to the Board

August 2019 (appointed Nomination

Committee Chair in August 2019)

Skills and experience

Colin was previously Chief Financial

Officer at Aegis Group plc and then

Reckitt Benckiser plc before spending

six years as Chief Executive of Essentra

plc. He has served as a non-executive

director on the boards of major

listed UK businesses, including Amec

Foster Wheeler, WPP, Cadbury,

Imperial Brands, easyJet, Meggitt and

Euromoney Institutional Investor.

Colin is currently a board member of

the Department for Environment, Food

and Rural Affairs (‘Defra’) and chairs

the Defra Audit and Risk Assurance

Committee. He is a non-executive

director and Audit Committee Chair

at S4 Capital plc and a non-executive

director of FM Global. He is also a

member of the Board and Finance

Committee of Cranfield University.

Colin is a Fellow of the Association of

Chartered Certified Accountants and

has an MBA from Cranfield School of

Management.

Appointed to the Board

August 2019

Skills and experience

Alex joined the Company in July 2014,

holding the positions of Managing

Director of the Grocery Strategic

Business Unit and then UK Managing

Director before his appointment

as Chief Executive Officer. Alex has

significant senior international,

marketing, sales, strategy, innovation

and general management experience

gained across multiple geographies. He

spent 18 years with Reckitt Benckiser

plc, where he held senior leadership

roles, including Managing Director,

New Zealand and Worldwide Head

of Shopper and Customer Marketing.

Earlier in his career, he held a number

of retail management positions with

Whitbread plc.

Appointed to the Board

December 2019

Skills and experience

Duncan joined the Company in

September 2011 and has held a

number of senior roles within finance,

including Group Financial Controller

and Director of Financial Control and

Corporate Development. Prior to joining

the Company, Duncan spent nine

years at KPMG, working with clients

across a variety of industries. Duncan’s

responsibilities include operational

and corporate finance, corporate

development, investor relations,

treasury and pensions. He is a qualified

Chartered Accountant.

Appointed to the Board

March 2022

Skills and experience

Tania has extensive senior executive

experience from her roles across

global FMCG businesses. She was Chief

Operating Officer of Nomad Foods,

a European frozen foods business

listed on the NYSE, with household

brands such as Birds Eye, Findus and

Iglo. During her 10-year tenure, she

had responsibility for Supply Chain,

Quality, HR, IT and M&A integration.

Prior to this, Tania was CIO for Coca-

Cola’s European and African businesses

and spent nine years at Walkers

Snack Foods, latterly as CIO. Tania

is an advisor to the Private Equity

business within Goldman Sachs Asset

Management and a member of the

Technology Advisory Board at NatWest

Group plc.

Appointed to the Board

May 2020 (appointed Workforce

Engagement NED in September 2020

and Remuneration Committee Chair in

July 2022)

Skills and experience

Helen has over 35 years of commercial

and general management experience

within FMCG and multi-site consumer

businesses. During her executive career,

Helen was Group Executive Director of

Caffe Nero Group Ltd and Managing

Director of Zizzi restaurants. Prior to

this, Helen spent nine years at Unilever,

having previously been the successful

architect for the launch of the Ben &

Jerry’s brand in the UK and Europe.

Helen is currently non-executive

director and Remuneration Committee

Chair of THG PLC, Fuller, Smith & Turner

plc and Virgin Wines UK PLC.

Appointed to the Board

March 2021

Skills and experience

Yuichiro is General Manager, Corporate

Planning Division, of Nissin Foods

Holdings Co., Ltd (‘Nissin’) and is

responsible for devising Nissin’s

M&A strategy, as well as originating

and executing business alliance and

investment transactions. Prior to

joining Nissin, he was Vice President

at the Investment Banking Division

of Goldman Sachs Japan Co., Ltd.

During his nine years at the firm, his

key responsibilities included execution

of global equity/debt financing

transactions, as well as coverage of

corporate clients across multiple

industry sectors, including technology,

steel and natural resources. Yuichiro

received a BA in Economics from

Keio University and an MBA from the

University of Chicago.

Richard Hodgson

Senior Independent Director

Roisin Donnelly

Non-executive director

Tim Elliott

Non-executive director

Lorna Tilbian

Non-executive director

Appointed to the Board

January 2015 (appointed SID in

May 2019)

Skills and experience

Richard is Chief Executive Officer of The

SnowFox Group and has over 20 years’

experience in the food industry. He was

Chief Executive Officer at Pizza Express,

and held roles as Commercial Director

at Waitrose and Morrisons, the latter

being a newly created role combining

Trading and Marketing. Prior to that,

Richard spent 10 years at Asda in senior

positions before being appointed as

Marketing & Own Brand Director.

Appointed to the Board

May 2022

Skills and experience

Roisin has over 30 years’ marketing

and brand building experience, gained

at Procter and Gamble, where she

was responsible for a large portfolio of

leading consumer brands within the

UK, Europe, EMEA and the Americas.

Most recently, she spent 12 years as

Chief Marketing Officer, UK and Ireland,

and then two years in the same role for

Northern Europe. Roisin has served as

a non-executive director of Just Eat plc,

Holland & Barrett Ltd, Homeserve plc

and Bourne Leisure Ltd. She is currently

a non-executive director of NatWest

Group plc and Sage Group Plc, and also

a member of the Digital Advisory Board

of Coca-Cola Europacific Partners.

Appointed to the Board

May 2020 (appointed Audit Committee

Chair in July 2023)

Skills and experience

Tim has nearly 40 years’ experience

in investment banking and corporate

finance, advising a wide range of

companies and industries, particularly

those in the consumer and retail

sectors. During his career, Tim held

Managing Director roles at both

Barclays Capital and JP Morgan and,

more latterly, was a Partner and

Consultant at KPMG. Tim has deep

knowledge and experience of capital

markets and is currently Senior Advisor

at Alvarez & Marsal LLP.

Appointed to the Board

April 2022

Skills and experience

Lorna has extensive experience as

an equity analyst covering the media

sector and an investment banker

with strong financial analysis and

leadership skills. During her career,

Lorna was executive director and

Head of the Media Sector at Numis

Corporation PLC. She was a founder

of Numis, having previously worked at

Sheppards as a director at SG Warburg

and an executive director of WestLB

Panmure. Lorna is executive Chair of

Dowgate Capital Ltd, sits on the Board

of Dowgate Wealth Ltd and is a non-

executive director of Rightmove plc,

Finsbury Growth & Income Trust plc

and ProVen VCT plc.

Committee membership

Audit Committee

Remuneration Committee

Nomination Committee

Committee Chair

Independent

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Group Chair’s introduction

Dear shareholder,

On behalf of the Board, I would like

to introduce the Group’s corporate

governance statement for FY23/24.

Board leadership

The Board leads the Group’s governance

structure. It provides stewardship of the

Company with the purpose of safeguarding

its long-term sustainable success, creating

value for the Group’s shareholders and

other stakeholders, and enabling the

Group to make a positive contribution to

the communities and wider societies in

which it operates.

Group strategy

The Board has an important role to play

in reviewing and approving the Group’s

strategy, and in providing effective

oversight of the implementation of the key

elements of the strategy in order to deliver

long-term sustainable growth. The Board

also received regular strategy updates

from key members of management

throughout the year, and is pleased to

note that significant progress has been

made against all five strategic pillars. In

February 2024, the Board reviewed the

Group’s five-year strategic plan, the key

steps to deliver the stretching growth plans

and the organisational design needed to

implement it. As set out on pages 18 to

21, significant focus is placed on strategic

development and implementation.

Purpose, values and culture

One of the Board’s responsibilities is to

assess and monitor culture and behaviours

throughout the organisation to ensure

these are aligned with the Group’s strategy.

We continue to make progress with

embedding the Group’s purpose

and values across the business; with

investment in communication and

engagement with colleagues; and training

in areas such as leadership and Inclusion

and Diversity. We monitor progress

through regular HR updates, Group-

wide colleague surveys, site visits by the

Board, issues raised in whistleblowing

helpline calls, colleague retention levels

and through the work of the Workforce

Engagement NED.

In January 2024 we issued our biennial

colleague survey, which allows colleagues

to voice their views and allows us to gain

an insight on how we are progressing as

an organisation. We were delighted to

achieve an 87% response rate, with 10 of

the 12 categories, including leadership,

recognition and personal growth, showing

improving scores from FY21/22. We will

be reviewing the responses to identify

an action plan for the coming year.

Further information can be found on

pages 10 to 11.

The Board reviewed the Group’s purpose,

values, strategy and culture as part of the

assessment and approval of the Group’s

five-year strategic plan in February 2024.

The Board’s effectiveness in monitoring

the culture and behaviours throughout the

organisation was also considered as part

of this year’s internal Board evaluation and

rated positively.

Governance, risk and internal

control

The Board is responsible for the oversight

of risk and the effectiveness of the Group’s

system of internal controls, including the

financial reporting process. The Board

has an effective governance and risk

framework, which has been devised to

ensure that the Group is being operated

and managed appropriately, and that

prudent and effective controls are in place

to identify and manage or mitigate those

risks.

During the year, the Board has undertaken

a robust assessment of the Group’s

emerging and principal risks. Further

details of the Group’s risk landscape can be

found on pages 63 to 70.

The Board noted that the macro-economic

environment remained challenging and

has monitored the impact of elevated

levels of inflation on the business and

key stakeholders, such as consumers,

customers, colleagues and suppliers.

The overall cyber security landscape also

remained an area of elevated risk and

the Board continued to receive regular

updates on the Group’s IT strategy and

management actions to strengthen

resilience. This included third-party

penetration testing of the Group’s

systems, ISO27001 security standard

training for all security colleagues, a

Group-wide cyber awareness programme,

investment in technology infrastructure at

manufacturing sites and the strengthening

of systems to support the Group’s internal

controls systems.

The Board has delegated authority

for monitoring risk management and

internal controls to the Audit Committee

and further information is set out on

pages 63 to 64.

ESG strategy and climate risks

The Board has overall responsibility for the

Group’s ESG strategy and oversight of the

climate-related risks the business faces as

a leading UK food producer.

In 2021, the Board approved a new ESG

strategy, the Enriching Life Plan, which is

focused on three areas: Product, Planet

and People. While the Board has overall

accountability for our ESG Strategy and

climate-related risks, it delegates day-to-

day management to the ESG Governance

Committee, which is chaired by the CEO

and is supported by the ESG Director,

members of the ELT and subject matter

experts from across the Group. Regular

updates are provided by the CEO and

Steering Groups. The Board reviews ESG

strategy on a biannual basis and progress

against ESG targets is reported at each

scheduled Board meeting. During the

year the Board reviewed and approved

the priorities planned for the following

18 months. Since the introduction of the

Enriching Life Plan, significant progress

has been made against the three pillars

of Product, Planet and People and the

Board is delighted that this progress has

been recognised by external stakeholders.

Further details can be found on pages 30

to 41.

Climate-related risks are incorporated into

the Group’s Enterprise Risk Management

framework. This ensures a bottom-up

approach to identifying and quantifying

risks for prioritisation, as well as oversight

through appointed members of the ELT,

the Audit Committee and, ultimately, the

Board. In addition, the ESG Governance

Committee oversees the TCFD Steering

Group, which is responsible for embedding

the TCFD framework across the business.

ESG matters and climate risks are

considered by the Board when making key

decisions as part of its responsibility to

consider matters under Section 172 of the

Companies Act 2006.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Governance overview

Compliance with the UK Governance Code 2018

The Board supports the principles laid down by the UK Corporate

Governance Code 2018 (the ‘Governance Code’) as issued by the

Financial Reporting Council, which applies to accounting periods

beginning on, or after, 1 January 2019 (available at www.frc.org.

uk). The Board reviewed the recent publication of the 2024 UK

Corporate Governance Code and steps are being taken towards

compliance for when the new measures come into force.

Following the approval of the new Directors’ Remuneration Policy

at the 2023 AGM, the Board is pleased to announce compliance

with Provision 36 of the Governance Code, via the introduction

of a formal post-employment shareholding requirement for

executive directors (further details are set out in the Directors’

Remuneration Report on page 106).

As a result of the above, the Board considers that it has complied

with the requirements of the Governance Code during the

financial year. The table opposite, along with the reports of each

Board committee, demonstrate how the Group has applied the

principles of the Governance Code.

Workforce engagement

The Board and its committees receive regular updates on

workforce matters, and this is a standing item reported to the

Board via HR reports. This includes updates on key issues, such as

site-based pay negotiations, vacancies and recruitment, the review

of talent management and succession plans, the results of periodic

employee engagement exercises and action plans to address the

issues raised.

These activities are enhanced by the work of the Remuneration

and Audit Committees, which review remuneration arrangements

for the workforce across the business and the issues raised via the

Group’s confidential whistleblowing helpline and management’s

response to them.

Helen Jones, as the Group’s Workforce Engagement NED, has

an important role in fostering effective engagement with the

workforce to enable the Board to be kept informed of the

views of the workforce, and ensure these views are taken into

consideration as part of the Board’s decision-making process.

‘Voice Forums’ have been established at all our sites, facilitating

two-way engagement with colleagues across the business. During

the year, Helen attended these meetings at various sites and the

results were fed back to the Board. Updates were provided on

investment at a number of Premier Foods sites which had been

well received by colleagues, the continuing focus on investing in

additional resources, and the need to prioritise to ensure delivery

of projects with efficiency.

Appreciation was noted again for the continued work carried out

on inclusion and diversity and mental health support, volunteering

days and the work with our charity partner FareShare, and the

successful transformation of the business. It was highlighted that,

across all sites visited, there was a noted sense of pride in working

for Premier Foods, energised by recent results and the clarity of

the Group’s strategy.

Principle Page

Board leadership and Company purpose

Promoting long-term sustainable success 9

Culture 10-11

Risk management framework 63-64

Stakeholder engagement 84-87

Workforce voice 79 / 118

Division of responsibilities

Governance framework 74-75

Independence 88

Board Responsibilities 81-82

Composition, succession and evaluation

Succession planning 89

Skills, experience and knowledge 89

Performance review 82-83

Diversity 89-90

Audit, risk and internal control

Internal audit / internal controls 93

External audit 91-92

Fair, balanced and understandable 94

Principal risks 63

Remuneration

Approach to remuneration 98

Directors’ Remuneration Policy 99

Annual General Meeting (‘AGM’)

We understand the importance of the AGM to shareholders and

value the opportunity to meet in person. We look forward to

welcoming shareholders in person once again to the AGM, which

will be held at our head office, Premier House, Centrium Business

Park, Griffith’s Way, St Albans, AL1 2RE, on Thursday, 18 July 2024

at 11.00am. I look forward to meeting with shareholders then.

Colin Day

Non-executive Group Chair

16 May 2024

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Board attendance

During the year, there were six scheduled meetings of the Board, four meetings of the

Audit Committee, four meetings of the Remuneration Committee and two meetings of

the Nomination Committee. In addition, a further four Board meetings and calls were

convened for specific business.

All directors are expected to attend the AGM, scheduled Board meetings and relevant

committee meetings, unless they are prevented from doing so by prior commitments.

Where a director is unable to attend a meeting, they have the opportunity to read the

papers and ask the Chair to raise any comments. They are also updated on key discussions

and decisions that were taken at the meeting. Non-executive directors also have the

opportunity to meet without management present.

Details of Board and committee membership, and attendance at scheduled Board

meetings and committee meetings, are set out in the table below. Tania Howarth was

unable to attend one Board meeting and one Audit Committee meeting due to a personal

commitment. Richard Hodgson was unable to attend one Board meeting, and Helen Jones

was unable to attend the 2023 AGM, due to other business commitments, which could

not be rescheduled.

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

Executive directors

Alex Whitehouse 6/6 – – –

Duncan Leggett 6/6 – – –

Non-executive directors

Colin Day 6/6 – – 2/2

Richard Hodgson 5/6 – 4/4 2/2

Simon Bentley

1/1 1/1 – –

Roisin Donnelly 6/6 4/4 4/4 –

Tim Elliott 6/6 4/4 4/4 –

Tania Howarth 5/6 3/4 – 2/2

Helen Jones 6/6 – 4/4 –

Yuichiro Kogo 6/6 – – –

Lorna Tilbian 6/6 – – 2/2

Simon Bentley resigned from the Board with effect from 12 July 2023.

Conflicts of interest

The Group has procedures in place for managing conflicts of interest and directors have

continuing obligations to update the Board on any changes to these conflicts. This process

includes relevant disclosure at the beginning of each Board meeting as well as the Group’s

annual formal review of potential conflict situations, which includes the use of a questionnaire.

Under our Relationship Agreement with Nissin (who held 24.84% of issued share capital

as at 30 March 2024), Nissin is entitled to nominate an individual for appointment to

the Board. This is conditional upon Nissin retaining an interest in shares in the Company

(representing 15% of issued share capital). A summary of the principal terms of the

Relationship Agreement can be found on the Group’s website. During the period to

30 March 2024, no other director had a material interest at any time, in any contract

of significance with the Company or Group other than their service contract or letter

of appointment.

Induction

All directors receive a tailored induction on joining the Board covering their duties and

responsibilities as directors. Non-executive directors also receive a full briefing on all key

areas of the Group’s business and they may request further information as they consider

necessary. A typical induction would include meetings with Board colleagues, the ELT

and other key senior management, site visits and an induction on directors’ duties, key

elements of the Listing Rules, Disclosure and Transparency Regulations and Market Abuse

Regulation and the operation of the Board and its committees.

Board information

The main source of information provided

to directors is via the Board papers, which

are designed to keep directors up to date

with all material business developments

in advance of Board meetings. In addition,

training on specific issues is provided as and

when required. Non-executive directors

also meet with senior management outside

of Board meetings to discuss specific

areas of interest in more detail, e.g. brand

and marketing plans, customer strategy

and pension investment strategy. Board

papers, generally, contain the following

standing items: CEO business review; CFO

review (incorporating investor relations

and treasury), financial dashboard and

KPIs, commercial and performance review,

health and safety and ESG performance. In

addition, there are quarterly, biannual and

periodic updates on a range of matters,

such as human resources, diversity, talent

management, corporate affairs, commercial

performance, new product development,

IT, customer service levels, operations and

logistics, ESG strategy, strategic projects,

and capital expenditure.

Terms of reference

During the year, the Board reviewed

the matters reserved for the Board, and

the terms of reference for each of its

committees, against recent developments

in corporate governance and best practice.

The committees’ terms of reference can be

found on the Group’s website.

Board allocation of time

over the year

38%

17%

27%

18%

Strategic development and

implementation

Operational performance

Financial performance and risk

Environmental, Social and Governance

(including colleagues and Health

& Safety)

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Governance overview continued

Key Board activities in the year

Set out below are details of the key areas of focus over the course of the financial period.

The Board maintains responsibility for the overall leadership of the Group and providing oversight of the Group’s purpose,

values and strategy for the long-term sustainable success of the Group. Changes made to the structure of meetings and agenda

items over last couple of years has aided focus on the delivery of the Group’s strategic priorities. These changes have resulted

in enhancing the balance of time spent reviewing operational performance and allowed more time for forward-looking matters,

such as innovation, investment and growth initiatives.

• Approved a new five-year Group strategic plan, the

strategy to implement the plan, and the Group’s business

plans for the medium-term.

• Monitored, and received updates on, the Group’s

international strategic plan.

• Monitored the performance and integration of The Spice

Tailor, in line with the Group’s acquisition model.

• Approved the acquisition of FUEL10K (for further

information, see page 21).

• Approved a number of infrastructure investments at

the Groups site to increase efficiency, support the

innovation pipeline and reduce the Group’s energy

emissions.

• Received updates on customers and commercial

execution.

• Reviewed NPD strategy and initiatives.

Strategic development and implementation

The Board has oversight of the Group’s operations, ensuring

effective planning and execution of the day-to-day running of

the business led by the CEO and his executive team. This is

enhanced by the review of a range of KPIs and more detailed

quarterly reports on health & safety, IT, corporate affairs and

human resources.

• Monthly trading updates from the UK and international

businesses.

• Operational performance including supply chain efficiencies,

warehousing, logistics and customer service levels.

• Following a detailed tender process, approved the

appointment of a new logistics provider.

• Monitored the closure of the Group’s Knighton factory

following an assessment of its viability.

• Considered and approved an assessment of the viability of

the Group’s Charnwood factory.

• Received regular updates on external matters impacting

the Group including the elevated levels of inflation and the

ongoing impact of the cost-of-living crisis on the business

and key stakeholders.

Operational performance

The Board monitors financial performance against agreed

budgets and plans, ensuring that the business has the

resources in place to deliver its strategic objects and any

necessary corrective actions are taken. As part of its oversight

of Group operations, the Board ensures that there is an

effective system of risk management and internal control

through regular risk reviews and reporting from the Audit

Committee to the Board. Overall approval off the Group’s

risk management framework and risk appetite is provided

by the Board.

• Approved the annual budget, re-forecasts and monthly

management accounts.

• Continued to review the medium-term financing

requirements of the Group.

• Monitored the funding levels and investment strategy of

the Group’s defined benefit pension schemes.

• Reviewed key risks facing the business, including

environmental risks, emerging risks and the risk appetite

of the business.

• Received updates on levels of insurance across the Group,

including the level in cyber security cover.

• Reviewed viability statement over the next five years.

• Approved the Half Year and Full Year results, and the Q1

and Q3 trading statements.

• Reviewed Annual Report to confirm it is fair, balanced and

understandable.

Financial performance and risk

Strategy pillars

Continue to grow the UK core

Supply chain investment

Expand UK into new categories

Build international businesses with

critical mass

Inorganic opportunities

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Board and committee

evaluation

The Board conducts a three-year rolling

evaluation process. During the process,

the input of each Board member is kept

confidential to foster open, honest and

in-depth feedback. A report is then

presented to the Board and an action plan

is drawn up.

The three-year rolling evaluation process

normally follows the following format:

Year 1

An externally facilitated evaluation is

carried out to assess the effectiveness

of the Board, each committee and the

Group Chair.

Years 2 and 3

An internally facilitated evaluation is

managed by the Company Secretary.

A questionnaire is prepared by the

Company Secretary, in conjunction

with the Group Chair, focusing on core

responsibilities of the Board.

Progress since FY22/23

Following the evaluation carried out last

year, strong progress has been made

over the year against the areas of focus

highlighted. As noted earlier, the Board

has continued to focus on the execution

of the Group’s strategy, and significant

progress has been made against all five of

the strategic pillars. The completion of the

acquisition of FUEL10K, will expand the

Group’s presence in the Breakfast meal

occasion and further support the Group’s

strategic growth plans. During the year the

Board continued to monitor progress against

the Group’s innovation strategy, with strong

performances from Ambrosia porridge pots

and Mr Kipling and Angel Delight ice-cream.

The Board undertook a detailed review of

organisational design and, in November

2023, Jo Cullen was appointed as Chief

Information Officer. This new appointment

to the Executive Leadership Team

significantly enhances the experience and

expertise within the IT function to support

the Group’s transformation programmes,

systems, controls and security. The Board

also continued to monitor the overall risk

landscape facing the business and further

details are set out in the risk management

section of this report.

The Board has responsibility for ensuring that the Group’s

culture aligns with the Group’s purpose, values and strategy.

The Board also takes into account the views and opinions

of all stakeholders, as well as other section 172 factors,

during discussions and decision making. In addition, the

Board reviews the Group’s overall corporate governance

arrangements and compliance with relevant legislation and

best practice guidelines.

• Reviewed diversity within the Board and for the

wider Group.

• Reviewed the Group’s medium-term plans for

organisational structure, to ensure it was aligned with, and

supported, the Group’s strategic plan and growth strategy.

• Engaged in and reviewed the feedback from the internally

facilitated Board and committee evaluations.

• Received updates from the Workforce Engagement NED.

• Reviewed governance best practice and the

Governance Code.

The Board has oversight of the Group’s strategy to address

environment and social matters. Non-financial performance is

monitored and assessed, ensuring that there is alignment with

financial decisions, other strategic, forward-looking matters

and the goals, values and culture of the business.

• Reviewed updates on the Group’s ESG Strategy, the

Enriching Life Plan and the targets set under each of the

three pillars.

• The Board reviewed updates regarding the Group’s

approach to Health and Safety, product safety and trends

and issues relating to nutrition, modern day slavery,

gender pay, Inclusion and Diversity and plastic packaging.

Governance and culture

Responsibility and sustainability

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Governance overview continued

FY23/24 evaluation

Following the externally facilitated

evaluation carried out by Lintstock

last year, we returned to an internally

facilitated evaluation for FY23/24, in line

with our three-year rolling evaluation

process. When drafting the evaluation

questionnaire, the Company Secretary,

in conjunction with the Group Chair,

considered and reviewed the outcomes

of the prior year evaluation to ensure that

any areas of focus were provided with

the requisite attention to drive continued

improvement. The questionnaire also

focuses on the core duties of the Board,

as outlined in the Matters Reserved for

the Board, as well as the wider macro-

economic environment facing the business.

In February 2024, a report was presented

to the Board summarising the outcome of

the process. As a result of this report, the

Board agreed an action plan which will be

monitored throughout FY24/25.

Outcomes from the

FY23/24 evaluation

The overall response to the questionnaire

was very positive and the feedback

confirmed the continued effectiveness of

the Board in its oversight of the delivery of

the strategic plan and that the Board was

well placed to deal with future challenges.

Areas of strength that were highlighted

included the composition and diversity of

the Board, understanding of the Group’s

strategy and subsequent oversight of

execution, understanding and oversight of

ESG matters, relationships between Board

members and senior management, and

company secretarial support. It was noted

that the atmosphere within the boardroom

was positive and constructive with strong

engagement with management. Culture

within the Group was highlighted, with

one NED noting, that the ‘proud culture of

Premier Foods permeates the organisation

and was palpable on factory visits’.

Following the review, the Board agreed

that its focus over the next 12 months

should include:

• Strategy – A continued focus on the

execution of the Group’s strategic

priorities to accelerate growth with

particular focus on its targeted M&A

strategy, scaling up the international

business and the organisational design

to support this.

• Stakeholders – Strengthen

understanding of the views and

areas of priority of key stakeholders,

including consumer insights and

supplier relationships.

• Board balance – Keep under review

the balance of skills on the Board and

the need for additional expertise to

support the business, whilst balancing

the need for diversity.

• Risk management – Continued focus

on the Group’s risk management

process to understand the risk

landscape for the business and the

mitigations in place.

• Colleagues and culture – Further focus

on the continued development of

Group culture and inclusivity through

the Voice Forum, the results of the

employee engagement survey, site

visits, I&D updates and reviewing best

practice.

Assessment of the Group

Chair’s performance

As part of the annual Board evaluation

process, Richard Hodgson, the Senior

Independent Director, (‘SID’), led a review

of the Group Chair’s performance. A

meeting was held with the other non-

executive directors, without the Group

Chair being present. The review focused

on the relationship between the Group

Chair and the CEO, the overall leadership

of the Board, the governance process, the

conduct of Board meetings and the quality

of debate. In addition, the Group Chair’s

relationship with major shareholders and

his understanding of their priorities were

discussed.

A summary of the key findings was shared

at a subsequent meeting between the

SID and the Group Chair. It was confirmed

that the Group Chair continues to lead the

Board in both a decisive and collaborative

way, fostering a culture of challenge with

integrity. It was also noted that the Group

Chair continued to dedicate sufficient time

to the role.

Board focus

highlights

• Full Year results and

dividend

• Health & Safety

• Diversity

• Modern Slavery

Statement

• The Spice Tailor

integration

• Q1 Trading Statement

• Annual General Meeting

• Enriching Life Plan

• Site Investment

• Pensions Teach-in

• Approved the acquisition

of FUEL10K

• Talent & Succession

• Site Investment

• Enriching Life Plan

• Health & Product Safety

• Half Year Results

• Risk Review

• International Strategy

• Innovation

• Q3 Trading Statement

• Customer & Commercial

Execution

• Gender Pay Gap

• Workforce Engagement

• Annual Budget

• 5-year Strategic Plan

• Board Evaluation

• Pension scheme

arrangements

May

July

Sept

Oct

Nov

Jan

2023

Feb

Mar

2024

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

FUEL10K acquisition How did this allow us to promote the success of the company?

In October 2023, we announced the

acquisition of FUEL10K, which will help

to accelerate our expansion within

the breakfast category. Corporate

actions require substantial review and

consideration by the Board as they

impact a wide range of stakeholders.

The Board considered a range of

acquisition opportunities on a number

of occasions over the year and assessed

the business case for acquiring FUEL10K

in detail.

The likely consequences of any decision in the long-term

One of the Group’s five strategic pillars is to acquire brands where there is an opportunity

to drive significant value through the application of our branded growth model. The Board

considered that FUEL10K would enable the Group to strengthen its position within the

breakfast category whilst offering a differentiated position, with its protein rich products.

FUEL10K products attract a predominantly younger consumer demographic which aligns

with the longer-term goals of the Group. At the same time, it represented a good strategic

fit with the Group’s existing portfolio of brands and increases the Group’s position in the

breakfast category, building on the success of Ambrosia porridge pots.

Interests of the company’s employees

Since completing the acquisition, FUEL10K employees have been fully integrated into

the business. The culture at FUEL10K reflects many of the values that we hold at Premier

Foods and there are exciting opportunities for the business to take learnings from an agile,

high growth brand, whilst FUEL10K colleagues benefit from the additional scale, financial

resources and established customer relationships of the Group. In addition, the acquisition

also offers FUEL10K colleagues increased opportunities for career advancement in a

larger organisation.

Fostering the company’s business relationships with suppliers, customers and others

The Board was cognisant of the relationships that FUEL10K holds with their existing

suppliers and appropriate due diligence was undertaken prior to acquisition, which

included site visits to key suppliers.

Impact on the community and the environment

The Board considered that Fuel10K’s commitment to sustainability aligned well with the

Group’s Enriching Life Plan. Through their commitment to reducing sugar levels from

product lines and introducing packing which is either renewable or recyclable.

Maintaining a reputation for high standards of business conduct

The integration of the FUEL10K business allows the brand and its employees to benefit

from the Group’s established operating processes and procedures in key areas such as

manufacturing, health and safety, marketing and sales.

Acting fairly as between shareholders of the company.

As part of the due diligence process, the Board assessed the valuation of the FUEL10K

and its growth forecast. The Board considered that the acquisition of the brand was

well aligned with the Group’s growth strategy and would provide future value through

leveraging its proven branded growth model which would benefit the shareholders of the

Company and help to drive sustainable long-term value.

Stakeholder engagement and Section 172(1) statement

Our approach

The Board is responsible for leading shareholder engagement. Like many major UK businesses, the Group operates in a complex and

interconnected commercial and regulatory environment, which impacts and touches many different stakeholders. By understanding

and engaging with stakeholders, the Board can consider their interests and priorities when making key decisions.

This also aligns with our purpose of Enriching Life Through Food for our consumers, our planet and our colleagues, and ensures that

we work constructively with stakeholders to deliver value creation and promote the long-term sustainable success of the Group.

The information on pages 86 and 87 sets out our key stakeholders and our engagement with them. Set out below are two case studies,

which illustrate where the Board has taken into consideration the interests of various stakeholder groups.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Governance overview continued

Capital allocation How did this allow us to promote the success of the company?

Over the year the Board has considered

capital allocation over the short,

medium and long-term in line with the

Group’s five-year strategic plan and

budget. The Board is conscious of the

importance of balancing investment

choices with the priorities of different

stakeholder groups

The likely consequences of any decision in the long-term

When making decisions on how to allocate capital, the Board considers options which

support the Group’s strategic pillars, this includes choices for investment in the business

to launch NPD, expanding the Group’s international business and make further targeted

acquisitions. These are focused on delivering long-term sustainable growth for the

company and its stakeholders.

The Board regularly approves new capital investment projects to drive cost savings and

efficiencies, which will generate further cash flow over the medium-term which can be

reinvested back into the business to fund further branded growth.

Interests of the company’s employees

The Group continues to invest in colleagues through a range of leadership and

development initiatives, as well as graduate and apprenticeship schemes, developed

to equip colleagues with the right skills and behaviours to support the Group’s

growth strategy. During the year the Board has approved a number of site investment

opportunities which also enhance the work environment for colleagues. This also included

investment in a new head office, to provide a future focussed, tech-enabled workspace,

that is focussed on colleague collaboration.

Fostering the company’s business relationships with suppliers, customers and others

Cost savings and efficiencies from capital investment can be reinvested back into our

brands in order to drive further growth. The Board also approved investment in Ambrosia

porridge pots to increase capacity to meet increased consumer and customer demands for

the product.

Impact on the community and the environment

During the year the Board approved the capital expenditure required to support a range

of ESG commitments. This included investment to automate the retort process of the

Mr Kipling sponge pudding production. The new retorts will be considerably more energy

efficient, driving financial savings and emissions reductions. Additionally, as part of our

Enriching Life Plan, we aim to help reduce food insecurity and during the year we are

proud to have donated 949,040 meals, an increase of 31% on last year. Pursuing our

goal of reducing Scope 1 and 2 emissions, our first solar photovoltaics project is now in

implementation at our Stoke bakery. For further details on how we’re allocating capital to

improve our impact on the community and environment, see pages 30 to 41.

Maintaining a reputation for high standards of business conduct

Over the year the Board approved increased investment in internal controls with the

appointment of external resource to support the strengthening of the internal control

framework in advance of the new requirements set out in the UK Corporate Governance

Code 2024. This is designed to enhance the effectiveness of the Group’s financial,

operational, compliance and non-financial controls and provide assurance to shareholders

and other stakeholders.

Acting fairly as between shareholders of the company.

The Board remains conscious of the importance of dividend payments for shareholders. As

part of its progressive dividend policy, the Board has proposed a final dividend for FY23/24

of 1.728p per share to shareholders, representing a 20% increase on the prior year.

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Customers and consumers

Why are these stakeholders

important to our business?

Customers and consumers buy and eat

our products – they are at the heart of the

Group’s business model.

What issues and factors are most

important to these stakeholders?

• Category leadership

• Excellent customer service levels

• Innovative, relevant products that

meet consumers’ needs

• Great-tasting, affordable products

• Convenient and responsible packaging

formats

• Customers and consumers buy and eat

our products – they are at the heart of

the Group’s business model

• Environmental, nutritional and

sustainability issues

Engagement and outcomes

We seek to develop sustainable

partnerships with our customers focused

on driving mutual category growth.

Regular meetings take place at many

levels, through the sales team, senior

management and CEO. These cover range

reviews, new products, promotions,

displays and service levels. Feedback from

customers is also provided via an annual

customer survey.

Customer insights, from various channels,

are shared and discussed at Board

meetings, including details on consumer

behaviours, market trends and competitor

activities. Product tastings and NPD are

showcased at Board meetings. Customer

and consumer feedback is reported to the

Board via KPIs.

It is essential that we engage with our

consumers so that we can understand

consumption and lifestyle trends in order

to help us to create products that meet

their needs.

We have a dedicated Consumer Careline,

through which we monitor and deal with

issues our consumers raise.

We also regularly benchmark our products

with consumers in blind panel tests.

Colleagues

Why are these stakeholders

important to our business?

We have an experienced and dedicated

workforce of over 4,000 colleagues

at 14 sites across the UK. We have a

responsibility to ensure all colleagues

work in a safe environment and have

opportunities to learn and develop in their

careers.

What issues and factors are most

important to these stakeholders?

• Understanding our purpose, strategy

and values

• Reward and recognition

• Safe and pleasant working conditions

• Job security

• Learning and development

opportunities

• Health and well-being

• Inclusion and diversity

Engagement and outcomes

We communicate and engage with

colleagues in many ways throughout

the year, to ensure they understand our

business priorities and performance.

This ensures that, in turn, we can listen

to their issues and concerns. Feedback is

received via Group employee surveys, line

management and HR teams, resulting in

targeted action plans to address key areas

for improvement. Biennially, we issue our

all employee survey to allow employees

to provide us with feedback. For further

information see pages 10 to 11.

We have regular Company briefings led by

the CEO and shared by video feed to all

sites across the Group. There are regular

site briefings from management to give

presentations and listen to feedback,

supplemented by ELT and Board visits.

The Board receives regular updates

on key employee issues and internal

communications.

To increase the focus on two-way

communication, the Workforce

Engagement NED regularly attends

employee forums to discuss key issues

directly with colleagues. For further

information see page 79.

A formal whistleblowing procedure is in

place to allow employees to raise any

concerns or issues they have confidentially,

and details of all cases raised are fed back

to the Board via the Audit Committee. For

further information see page 118.

Suppliers

Why are these stakeholders

important to our business?

We are one of the UK’s largest food

producers and we are proud to work with

many British suppliers. Over the year,

80% of our total third-party spend was

with UK-based suppliers.

What issues and factors are most

important to these stakeholders?

Understanding the Group’s strategy and

growth plans

• Forming long-term collaborative

partnerships

• Transparent terms of business

• Payment terms

Engagement and outcomes

It is crucial that we develop strong

relationships with our suppliers, based

upon mutual trust and respect, to ensure

that we can source high-quality products

and services at the right price.

We have open, constructive and effective

relationships with our key suppliers

through regular meetings, which

provide both parties the ability to feed

back on successes, challenges and our

ongoing strategy.

Periodic audits of our raw material,

packaging and co-manufacture suppliers

(our ‘Direct Suppliers’) are undertaken

to ensure compliance with ethical

sourcing standards, and that suppliers

are operating under a recognised Global

Food Safety Initiative certification

programme (e.g. BRCGS, FSSC22000). All

Direct Suppliers, along with key high risk

indirect partners, are requested to register

with Supplier Ethical Data Exchange

(‘SEDEX’) and share relevant ethical data.

Feedback from suppliers is also provided

via feedback surveys. The Group’s

whistleblowing hotline has been extended

to include suppliers to allow them to raise

any concerns anonymously.

Key supplier contracts are discussed by the

Board as appropriate.

Payment policies, practice and performance

are reported through the Government’s

Payment Practices Reporting portal.

During the year we held an ESG supplier

conference which was attended by our

major high-impact suppliers. These

suppliers represent around 70% of our

Scope Three Green House Gas Emissions

and are critical to the success of our

delivery across our sustainability Planet

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Governance overview continued

Pillar. This was an important milestone

within our Supplier Engagement

Programme, enabling us to share our own

vision, but also to clearly articulate our

ESG expectations and requirements to our

most impactful suppliers. These suppliers

will help us to reduce carbon emissions,

food waste, deforestation, and will assist

us in supporting sustainable regenerative

agriculture whilst ensuring everyone in

our supply chain is treated fairly. We have

requested that our high impact suppliers

join us on the EcoVadis ESG ratings

platform, to help collate and report our

overall supplier performance. For further

information see pages 38 to 39.

Communities and environment

Why are these stakeholders

important to our business?

As a responsible food manufacturer, we

consider the impact we have in the areas

we operate, including local businesses,

residents and charities. We also have an

important role to play in ensuring we

reduce our impact on the environment.

What issues and factors are most

important to these stakeholders?

• How our factories impact on local

communities

• Volunteering and supporting charities

• Reducing carbon emissions

• Environmental commitments

• Reducing plastic packaging and

improving recyclability

Engagement and outcomes

Updates are provided to the Board on ESG

(Environmental Social and Governance)

matters affecting the business, so that the

long-term sustainability of the Group can

be considered in its decision making.

The Board receives updates on KPIs

relating to our economic contribution

and environmental impact, as well as our

contributions to the community, both at a

local site level and via the work we do with

our corporate charity partners.

In 2021, the Board reviewed and approved

a new ESG strategy, the Enriching Life Plan,

based around three pillars: Product, People

and Planet.

Government and society

Why are these stakeholders

important to our business?

The Board believes in the importance of

acting responsibly and operating with

high standards of business conduct. The

Group also takes an active role in seeking

to shape and influence debates around

key issues in society relating to food safety,

nutrition and health and well-being issues.

What issues and factors that most

important to these stakeholders?

• Food safety

• Nutrition

• Tax

• Conducting business in a fair way

• Regulatory and legal compliance

Engagement and outcomes

The Board receives regular updates from

the Corporate Affairs & ESG Director on

key regulatory issues affecting the Group

and the food industry, such as nutritional

guidelines, advertising and promotions.

The General Counsel & Company Secretary

provides updates on governance, legal,

regulatory and compliance matters.

We seek to take an active role in

responding to the key issues affecting

our industry, through membership of

organisations such as the Institute for

Grocery Distribution and the Food and

Drink Federation.

Bond holders, banks

and pension schemes

Why are these stakeholders

important to our business?

The Group’s bank lending groups and

bond holders provide essential financing

that supports the long-term viability of

the Group. The Group also has a large

defined benefit pension scheme, with

approximately 41,000 pensioners and

deferred pensioners, who depend on

the Group’s long-term ability to fund the

schemes.

What issues and factors are most

important to these stakeholders?

• Regular communications with regards

to the Group’s strategy and trading

performance

• Cash flow and Net debt levels

• The strength of our employer covenant

• Ongoing schedule of contributions

Engagement and outcomes

Management engages regularly with the

Group’s bank lending groups and bond

holders via conference calls, conferences

and face-to-face meetings.

During the first half of FY22/23, the

Group completed the first extension of

its new Revolving Credit Facility to 2025.

Subsequently, the Group has successfully

completed a further extension of its

Revolving Credit Facility to 2026.

The CFO maintains a regular dialogue via

attendance at Trustee and Investment

Committee meetings and regularly reports

on the Group’s trading performance.

Periodic updates are provided to the Board

on funding levels and investment strategy.

During the year the Group engaged with

the Trustee of the RHM Pension Scheme

to review deficit repair contributions,

following the strong performance of

the scheme’s investment strategy. As a

consequence, the Board and the Trustee

approved a suspension to contribution

payments from 1 April 2024 which will

increase free cash flow by £33m in

FY24/25. For further information see

page 59.

Shareholders, investors

and analysts

Why are these stakeholders

important to our business?

An important role of the Board is to

represent and promote the interests of its

shareholders, as well as being accountable

to them for the performance and activities

of the Group.

What issues and factors are most

important to these stakeholders?

• Shareholder return over the

medium-term

• Good governance and stewardship of

the Group and its brands

• Delivery of financial performance

• Maintaining the appropriate level of

leverage

• Dividends

Engagement and outcomes

The Board believes it is very important to

engage with its shareholders and does this

in a number of ways.

This includes the financial results

presentations and conference calls for

shareholders and analysts, face-to-face

meetings, investor road shows and

anonymous shareholder feedback via

brokers. The Group Chair and CEO meet

regularly with shareholders to discuss

strategic and governance matters. The

SID and committee Chairs also engage

with shareholders on specific matters,

when appropriate.

Board members also have the opportunity

to meet with private shareholders at the

Company’s AGM.

The Group reinstated dividend payments

in 2021 and the Board has recommended

a final dividend for FY23/24 of 1.728p, an

increase of 20% from the prior year.

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Dear shareholder,

On behalf of your Board, I would like to

present the Nomination Committee report

for the period ended 30 March 2024.

The responsibilities of the Committee are

set out in its terms of reference (available

on the Group’s website), and include:

• Considering the size, structure and

composition of the Board;

• Leading the formal, rigorous

and transparent process for the

appointment of directors;

• Making appointment

recommendations so as to maintain

an appropriate balance of skills,

knowledge, experience and diversity

on the Board;

• Ensuring a formal and rigorous

Board and committee evaluation is

undertaken on an annual basis (an

overview of which is provided on pages

82 to 83); and

• Overseeing the Company’s policy,

objectives and strategy on inclusion

and diversity.

The Committee also reviews the succession

requirements of the Board and senior

management and makes recommendations

to the Board as appropriate. With the

exception of myself, as Group Chair, only

independent non-executives are members

of the Committee. I was appointed Group

Chair in 2019 and was considered fully

independent on appointment. Details of the

Committee’s meeting attendance are set

out on page 80.

Board membership and recruitment

The procedures for appointing new

directors are set out in the Committee’s

terms of reference. The process is led

by the Group Chair, except where the

appointment is for their successor,

when it is led by the SID. This includes

an assessment of the time commitment

expected for the role, other significant

business commitments and any potential

conflicts of interest.

Before an appointment is made, the

Committee evaluates the balance of skills,

knowledge, experience and diversity on

the Board, as well as the skills required to

help deliver the Group’s strategy and meet

any future challenges of the business.

The Committee prepares a candidate

specification setting out the role and

capabilities required. Non-executive

directors and the Group Chair are generally

appointed for an initial period of three

years, which may be renewed for a further

two terms. Reappointment is not automatic

at the end of each three-year term.

During the financial year, a review of the

Committee’s effectiveness was undertaken.

In addition, the Committee considered

the composition, balance and diversity of

the Board. The Board was made aware of

the availability of Malcolm Waugh, who

was previously shortlisted as a candidate

from an independent search process

undertaken by Lygon (who have no other

connection to the Group). Members of the

Board met with Malcolm, following which

it was recommended he be appointed as

a non-executive director, following the

AGM in July 2024. Malcolm has a wealth of

senior executive experience in commercial,

operational and leadership roles working in

a range of international markets.

Board tenure

The average length of appointment of our

NEDs was four years, as at year end. The

breakdown for the full Board can be seen

in the following chart.

0–1 years

1–3 years

3–6 years

6–9 years

9+ years

(As at 30 March 2024)

Board independence

The Governance Code recommends that at

least half the Board, excluding the Group

Chair, should comprise non-executive

directors determined by the Board to be

independent.

As at 30 March 2024

Non-independent directors

Independent directors

Group Chair

Only independent NEDs are members

of the Board’s committees, with the

exception of the Nomination Committee

which is chaired by the Group Chair,

who was considered independent

on appointment. Yuichiro Kogo, who

represents our largest shareholder, is fully

independent of management, but is not

considered independent. Further details of

the relationship agreement under which

Yuichiro is appointed, can be found on

page 80.

Colin Day

Appointed August 2019 (appointed

Committee Chair August 2019)

Richard Hodgson

Appointed January 2015

Tania Howarth

Appointed March 2022

Lorna Tilbian

Appointed April 2022

Committee membership

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Nomination Committee report

Gender diversity

The data below displays the percentage

of women across various levels of the

business, as at 30 March 2024.

FY23/24

FY22/23

FY23/24

FY22/23

FY23/24

FY22/23

FY23/24

FY22/23

40%

36%

20%

11%

41%

40%

36%

37%

FY23/24

Board – (4 of 10)

ELT – (2 of 10)

ELT and direct reports (23 of 56)

All colleagues (1,457 of 4,048)

FY22/23

Board – (4 of 11)

ELT – (1 of 9)

ELT and direct reports (23 of 57)

All colleagues (1,505 of 4,098)

Talent and succession management

The Board reviews the Group’s Talent and

Succession process on an annual basis. This

includes a robust assessment of the risk

of individuals leaving the business and the

likely impact, developing plans to mitigate

identified risks. The review also highlighted

the key talent and development plans

specifically focused on strengthening

gender and ethnic diversity within

management. Senior Leadership was

reviewed in detail, including all members

of the ELT and their direct reports.

There is a strong culture of succession

planning and talent management within

the organisation. This has resulted in

a significant proportion of senior roles

being filled internally, including the

current CEO and CFO, and the majority

of ELT, Factory General Manager and

commercial positions. Colleagues see this

as positive, helping not only in attracting

talent externally, but also with internal

retention. The Board assessed the strength

of the talent pipeline and, where there

were potential risks, the plans to address

these. Following the latest review, it was

identified that the leadership bench

strength had increased significantly, and

a robust succession plan is in place for

senior leadership team roles. In addition,

the Committee met separately during the

year to review succession plans for the

executive directors.

Review of NED performance

Over the course of the year, a review of

the contribution and performance of the

independent non-executive directors

was undertaken. This included a review

of the contribution of each NED, their

other appointments and whether these

impacted on their availability to commit

appropriate time to their roles, their

continuing independence, and training and

development needs. This was considered

by the Committee as part of its assessment

of the current composition of the Board

and the need for any future appointments,

as part of the succession planning process.

Following this review, it was agreed that

the Board had an appropriate balance of

skills, experience and knowledge of the

Group to enable it to discharge its duties

and responsibilities effectively. In addition,

the current Board was felt to have a broad

range of retail, marketing, commercial

and financial experience, which is

appropriate for the size and complexity of

the Group. Consequently, the Committee

recommended the re-election (or election)

of all directors at the 2024 AGM, with the

exception of Richard Hodgson. As noted in

last year’s Annual Report, and in the Group

Chair’s Statement, Richard’s tenure will

cease at the 2024 AGM having served as a

NED for 9.5 years.

Inclusion and diversity

The Board adopted a Diversity Policy in

2022, which is available on the Group’s

website. The purpose of the policy

is to ensure an inclusive and diverse

membership of the Board and its

committees, to enhance decision making

and assist in the development and delivery

of the Group’s strategy. The Board believes

it is important that its membership

includes a broad mix of skills, professional

and industry backgrounds, geographical

experience and expertise, gender, tenure,

ethnicity and diversity of thought.

The Board, or where appropriate the

Nomination Committee, will:

• Consider all aspects of diversity when

reviewing the composition of the

Board and its committees, and when

reviewing the Board’s effectiveness;

• Only engage executive search firms

who have signed up to the voluntary

Code of Conduct on gender diversity

and best practice and request them

to identify suitable candidates for

appointment to the Board on merit

against objective criteria, having

regard to the benefits of diversity in

promoting the success of the Group;

• Encourage the development of a

diverse internal talent pipeline to

meet future succession planning

needs of the Group, by supporting

and monitoring the Group’s actions

to increase the proportion of senior

leadership roles held by women,

people from ethnic minority

backgrounds and other under-

represented groups across the

business; and

• Assist the development of a diverse

pipeline of high-calibre candidates by

encouraging senior individuals within

the business to take on additional roles

to gain valuable board experience.

Developments over the year

The Board and Committee regularly

review the Group’s approach to diversity

(including both gender and ethnicity),

within senior management and across the

whole business and this remains an area of

significant focus.

The Board supports the recommendations

set out in the FTSE Women Leaders Review

and the Parker Review. The Nomination

Committee has reviewed the requirements

of, and compliance with, LR 9.8.6(9) and

notes that the Company is compliant

with the recommendations of the Parker

Review, and the FTSE Women Leaders

Review recommendation that at least 40%

of the Board are women.

At least 40% of Board directors to be

women

As at 30 March 2024, 40% of Board

directors were women. In July 2023, Simon

Bentley retired from the Board and this

resulted in overall female representation

increasing from 36% to 40%. The

Committee will continue to monitor the

skills and experience required by the

Board, and the need to replace departing

Board members.

At least one of Chair, SID, CEO, CFO

to be a woman

As at 30 March 2024, none of the four

senior posts were held by a woman.

However, the Board announced in May

2024 that following Richard’s retirement,

Lorna Tilbian will take on the role of Senior

Independent Director with effect from 18

July 2024.

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

At least one director is from a

minority ethnic background

As at 30 March 2024, the Board was

compliant with the recommendation.

Ethnic diversity at senior

management level

In light of the Parker Review

recommendations published in March

2023, the Group has set an ambition

for 7% of senior management (defined

as the ELT and their direct reports) to

be colleagues from ethnic minorities by

December 2027. If achieved, this would

represent a near doubling from our current

level of 3.6%.

We have set this target after reviewing

the most recent census data for where

we operate and taking into account our

current diversity level, our talent and

succession pipeline and potential vacancy

opportunities. We feel this target is

stretching and appropriate.

Inclusion and Diversity is one of the

core principles of Premier Food’s People

strategy, which forms part of the Group’s

Enriching Life Plan. Premier Foods is

committed to creating an inclusive culture

across its whole organisation and aims to

ensure all existing and potential colleagues

are provided with equal opportunity and

are respected, valued and encouraged to

bring their authentic selves to work. The

Group has adopted the following diversity

targets:

• Achieving gender balance for the

senior management population by

2030; and

• Ensuring diversity KPIs at our sites

reflect their regional demographic

by 2030.

The Group has developed and launched

a Reverse Mentoring Programme, which

is designed to help address the gender

imbalance within senior roles across

the business. There has been a strong

improvement in female representation

within senior management (the ELT and

their direct reports), increasing from 28%

in FY20/21 to 41% in FY23/24.

During 2022, the Group introduced a

Sponsorship Programme for diverse

colleagues across the graded management

population with the assistance of an

external partner, which is designed to

enable diverse talent to develop and

excel. The Group continues to promote a

range of programmes to raise awareness

of inclusion and diversity throughout the

business.

Continued progress has been made over

the year in recording colleague diversity

data. Colleagues are able to provide their

personal data by different methods, which

include the completion of a paper-based

application, via a tablet, by scanning a QR

code or a unique URL link for connected

users. The questions included in the

survey are based around nine protected

characteristics, which include gender

identification, ethnic background, sexual

orientation, age demographic and

parental/carer status. Colleagues are

presented with a pick list of answers and

always offered a ‘prefer not to say’ option.

Further information on our approach to

Inclusion and Diversity across the business

is set out in the section on our values and

culture, on pages 10 and 11, and progress

against our KPIs is set out on pages 188

and 189.

Information/data on the diversity on the

Board and ELT, as required under Listing

Rule, LR 9.8.6(9)-(10), is presented in the

tables below. These set out the position as

at the year-end (30 March 2024), and no

changes have occurred up to 16 May 2024.

Gender identity or sex

Number

of board

members

Percentage of

the board

Number of senior

positions of the board

(CEO, CFO, SID and

Chair)

Number in

executive

management

Percentage

of executive

management

Men 6 60% 4 8 80%

Women 4 40% – 2 20%

Not specified/prefer not to say – – – – –

Ethnic background

Number

of board

members

Percentage of

the board

Number of senior

positions of the board

(CEO, CFO, SID and

Chair)

Number in

executive

management

Percentage

of executive

management

White British or other White

(including minority-white groups) 9 90% 4 9 90%

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British 1 10% – 1 10%

Black/African/Caribbean/ Black British – – – – –

Other ethnic group, including Arab – – – – –

Colin Day

Nomination Committee Chair

16 May 2024

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Nomination Committee report continued

Dear shareholder,

As Chair of the Audit Committee, I am

pleased to present the Committee’s report

for the period ended 30 March 2024. The

Committee has delegated responsibility

from the Board for ensuring the integrity

of the Group’s Financial Statements,

reviewing the effectiveness of the Group’s

financial reporting systems and internal

controls, and for the risk management

process which identifies, assesses and

reports on risk.

The Committee also keeps under review

the relationship with the external auditors,

including the terms of their engagement

and fees, their independence and

expertise, resources and qualification, and

the effectiveness of the audit process.

All members of the Committee are

independent non-executives, who

collectively have a broad range of FMCG,

commercial, operational, IT, financial

and marketing experience relevant to

the Group’s business. I have recent,

relevant financial experience, having spent

over 40 years in corporate finance and

investment banking, advising a wide range

of companies and industries, particularly

those in the consumer and retail sectors,

and previously having served as Audit

Committee Chair of CPP Group plc. Further

details of Committee memberships,

directors’ experience and meeting

attendance are set out on pages 76 to 80.

In addition to the Committee members,

the CEO, CFO, Group Chair, Group Financial

Controller, Director of Internal Audit

and Risk and external audit partner are

regularly invited to attend and present at

the Committee’s meetings.

I was appointed as Audit Committee

Chair in July 2023, having served on the

Committee for three years, following

the retirement of Simon Bentley from

the Board. Following my appointment, I

undertook a comprehensive induction,

holding meetings with the CFO, external

audit lead partner, members of the senior

finance team, the Director of Internal

Audit & Risk and Director of ESG. I also

visited the Company’s shared service

centre in Manchester and met with senior

leadership.

Areas of review

During the financial period, the Committee

held four scheduled meetings. Key areas of

review were as follows:

• Monitored the integrity of financial

reporting, including the Annual

Report and the full-year, half-year and

quarterly results announcements;

• Ensured the Annual Report and

Accounts are fair, balanced and

understandable, and in compliance

with relevant regulations;

• Considered the going concern and

viability statements for the Group;

• Reviewed the ongoing impact of

macro-economic developments on

the Group’s performance and viability,

including the inflationary pressures on

input costs;

• Reviewed the assessment and

reporting of non-trading items in the

financial statements and provided

challenge to both the external auditor

and management. The Committee also

reviewed and approved the principles

used by the Group when determining

the classification of items as non-

trading;

• Reviewed and agreed a new valuation

model for share based payments

relating to the TSR element of the LTIP;

• Reviewed the use of alternative

performance measures, ensuring

there was clear rationale for use and

that their use complied with relevant

guidance;

• Reviewed the statutory audit plan with

the lead audit partner to assess the

scope, methodology and areas of key

risk and materiality;

• Reviewed the Group’s policy on

Auditor Independence and Non-Audit

Services;

• Received regular reports from the

internal audit function, monitored its

activities, effectiveness and resourcing,

and approved both the annual internal

audit plan and internal audit charter;

• Reviewed the adequacy and

effectiveness of the Group’s risk

management systems and mitigation

programmes;

• Received regular updates on upcoming

changes in governance and financial

reporting requirements, including the

requirements of the recently published

FRC Corporate Governance Code and

monitored the implementation of the

plans for enhancing, where necessary,

the internal control framework in

preparation for the new disclosures

regarding internal controls; and

• Reviewed the adequacy of the Group’s

whistleblowing helpline, and the calls

received through the service and

management’s response to them.

External auditors tender and

appointment

The Committee confirms that it has

complied with the requirements of the

Competition & Markets Authority’s

Statutory Audit Services Order 2014

during the financial year. As highlighted

in last year’s Annual Report, the

Company undertook a formal audit

tender exercise in 2022, following which

PricewaterhouseCoopers LLP (‘PwC’)

was appointed by the Board in August

2022 to act as its independent auditors

for the financial year ended 1 April

2023. The current lead audit partner is

Richard Porter. PwC’s reappointment was

approved by shareholders at the AGM

in July 2023, with 99.99% of votes cast

being in favour. The Board will propose a

resolution for shareholders to approve the

reappointment of PwC as independent

auditors for the financial year ending 29

March 2025 and for the Audit Committee

to be authorised to set the auditors’

remuneration.

Having conducted a comprehensive and

competitive tender process and appointed

a new external auditor in August 2022, the

latest point to undertake the next tender

will be after the FY31/32 year end, at

which point the current external auditor

could be reappointed for a further 10-year

term, following a competitive tender.

Tim Elliott

Appointed May 2020 (appointed

Committee Chair July 2023)

Tania Howarth

Appointed March 2022

Roisin Donnelly

Appointed April 2022

Committee membership

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Audit Committee report

External auditors’ independence,

effectiveness and non-audit services

The effectiveness of the external

auditor is monitored by the Committee

through regular engagement with senior

management and private meetings

held with the external auditor without

the presence of management. Their

effectiveness is also considered as part

of the Committee’s annual evaluation

process. Following the completion of the

first financial year-end audit by PwC, a

full day meeting was held between PwC

and management to discuss the audit

process and make recommendations

for enhancements. In addition, a formal

effectiveness evaluation was undertaken

by the Director of Internal Audit & Risk,

via the use of a survey of key management

involved in the audit process. Noted areas

of strength of the statutory auditor were,

the experience, integrity, judgement, and

the technical knowledge of the audit team.

A number of areas were identified where

processes could be enhanced, including

aspects of overall project management

and, the phasing of the audit work pre

and post year-end, which have been

incorporated into the FY23/24 audit plan.

The Committee has reviewed the

auditors’ independence and assessed the

effectiveness of the external audit process

by reference to: the scope of the audit

work undertaken; presentations to the

Committee; feedback from management

involved in the audit process; the

separate review meetings held without

management present; relevant UK

professional, regulatory requirements;

the Company’s Auditor Independence

and Non-Audit Services policy; and the

relationship with the auditors as a whole,

including the provision of any non-audit

services.

In accordance with our policy, the

Committee has continued to review the

level of non-audit fees with management

during the year. The Committee also

received an update from PwC’s lead

audit partner on the internal controls,

which they employ to safeguard

their independence, integrity and

objectivity. The Group’s policy on Auditor

Independence and Non-Audit Services,

which is aligned with the FRC Revised

Ethical Standard 2019, is available on the

Group’s website.

Non-audit fees for the period amounted

to £242,450 (FY22/23: PwC £219,000)

representing 17% of the audit fee. As part

of the Group’s ongoing ESG strategy, PwC

was engaged to perform independent

limited assurance procedures on selected

FY23/24 ESG performance measures.

In addition, as with previous years,

the external auditor was engaged to

provide royalty statements, which are

required under the Group’s Cadbury

licence with Mondelez International and

Loyd Grossman licence. The Committee

remains mindful of guidelines in respect

of non-audit services and the potential

threat to auditor independence, as set

out in the FRC’s Revised Ethical Standard

2019. The Committee assessed that, in

each case, the nature of the work would

be best performed by PwC due to their

size and knowledge of the business,

the timescale required for completing

the assignments, and the overall cost

in undertaking the work. In addition,

PwC consulted their own internal Audit

Quality and Risk Management team prior

to agreeing the engagements. PwC’s

procedures for ensuring compliance with

quality control standards, maintaining

independence, integrity and objectivity

were also reviewed and no matters were

identified that might impair the auditors’

independence and objectivity.

Following these reviews, the Committee

is satisfied that PwC is independent and

effective, and has recommended to the

Board that PwC be reappointed as external

auditors at the AGM in 2024.

Risk management

The Group has a risk management

framework to identify, evaluate, mitigate

and monitor the risks the business

faces. The risk management framework

incorporates both a top-down and a

bottom-up approach to ensure all the

Group’s risks are identified.

The Committee carried out an assessment

of the principal risks facing the business,

including climate-related risk, on two

occasions over the year. The output from

these assessments have, subsequently,

been presented to and reviewed by the

Board, who retain ultimate accountability

for risk management for the Group, for

further review and discussion.

Details of our risk management process are

set out in the Risk management section, on

pages 63 to 70.

Task Force on Climate-related

Financial Disclosures (‘TCFD’)

The Committee provides oversight

of the Group’s compliance with the

recommendations of TCFD. A TCFD

steering group was established in FY21/22

to develop the Group’s approach to TCFD,

raise awareness of climate-related risks

around the business and to report on

progress to the Committee. The TCFD

steering group also co-ordinates the

adoption of TCFD recommendations into

the Group’s Enterprise Risk Management

processes and ensures visibility and

oversight of the programme by the ESG

Governance Committee. Over the year, the

Committee reviewed progress against the

various work streams, the Group’s TCFD

roadmap and the four disclosure pillars

(Governance, Strategy, Risk Management,

and Metrics and Targets). The Group’s

TCFD disclosure is set out on pages

42 to 55.

Internal controls

The Committee maintains responsibility

for reviewing the process for identifying

and managing risk and for reviewing

internal controls. It receives reports

from management, the Director of

Internal Audit and Risk, and the statutory

auditors, in addition to the results of

any investigations performed as a result

of colleague whistleblowing reports, or

otherwise. The Committee considers

the implications of findings from the risk

management process and from both

the internal and external auditors to the

Group’s controls framework. Any issues are

reported and discussed, and management

are challenged as to what actions they are

taking to improve the control framework

and minimise the likelihood of their

reoccurrence.

The Board has delegated authority to the

Committee to monitor internal controls

and conduct the annual review. This

review covers all material controls, such as

financial, operational and compliance, the

preparation of the Group’s consolidated

financial statements, and also the

overall risk management system in place

throughout the year under review, up

to the date of this Annual Report. The

Committee reports the results of this

review to the Board for discussion and,

when necessary, agreement on the actions

required to address any material control

weaknesses. The Committee confirms

that it has not been advised of any failures

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Audit Committee report continued

of material controls or material control

weaknesses during the year and the

Committee concluded that the Group’s

internal controls framework remains

effective.

During the year, the Committee

continued to receive updates related to

developments on the UK Government’s

corporate reform proposals, including

the FRC’s revisions to the UK Corporate

Governance Code, and on the Group’s

preparations to ensure that it meets its

responsibilities. A Steering Committee,

chaired by the CFO, oversees a Project

Execution Team with the support of a

third-party specialist implementation

partner. During FY23/24 activities have

focused on review of existing, and where

necessary supplementation with new,

business process and IT risk and control

matrices (‘RACMs’). This was accompanied

by a broad testing programme to ensure

the internal control framework operates

effectively.

Internal audit

The Internal Audit function carried out

a range of reviews across the Group

providing independent assurance to the

Committee on the design and operating

effectiveness of internal controls to

mitigate financial, operational and

compliance risks. The purpose, authority

and responsibilities of Internal Audit

are embodied in the Internal Audit

Charter, which the Committee reviews

and approves on an annual basis. The

Director of Internal Audit and Risk has dual

reporting lines to the Audit Committee

Chair and the Group CFO.

The Committee discussed and approved

the FY23/24 audit plan to be executed

by the Internal Audit team at the start

of the year, ensuring its alignment

with the Group’s strategic priorities,

risk management outputs, and routine

compliance control and monitoring

requirements. Following a tender exercise

involving the Audit Committee Chair, CFO

and Director of Internal Audit and Risk, a

new Internal Audit co-source assurance

partner was appointed. The Internal

Audit assurance partner is utilised to

ensure complex or bespoke areas of risk

are adequately appraised and, where

appropriate, provide additional resource to

implement the annual audit programme.

During FY23/24, internal audit reviews

covered areas such as key financial

transaction cycles, travel and expenses

governance, classification of costs

relating to the Knighton factory closure,

IT application controls and customs and

duties.

The Committee reviewed the results

of the internal audit reports during

each meeting, looking in detail at any

reports where processes and controls

require improvement. The Committee

is also provided with updates on the

implementation of agreed management

actions and overall control environment

improvement at each meeting. For any

management action requirement not met

to its agreed timetable, the responsible

management are required to provide a

full explanation to the Committee as to

the reasons for the delay before a new

deadline is agreed.

The internal audit resource is monitored

such that, if internal or external

circumstances should give rise to an

increased level of risk, the audit plan can

be supplemented accordingly during the

year. During the year, the Internal Audit

function’s head count was increased.

The audit plan remains flexible and

any changes to the agreed audit plan

are presented to, and agreed by, the

Committee. The effectiveness of the

Internal Audit function is reviewed on an

annual basis and the Committee concluded

that the Internal Audit function has

remained effective.

Risk management and internal

control over financial reporting

The directors have key procedures

established to confirm that they have

reviewed the effectiveness of the system

of risk management and internal control of

the Group during the year, the key features

of which are as follows:

• An annual budgeting process with

regular re-forecast of outturn,

identifying key risks and opportunities.

• Regular reporting of financial

information and performance to the

Board, management monitors the

results throughout each financial year.

• An Internal Audit and Risk function

which reviews key business processes

and business controls, reporting to the

Audit Committee.

• Third party reviews commissioned

periodically by the Group of areas

where significant inherent risks have

been identified, such as health and

safety, ESG, and cyber security.

• An organisational structure with clearly

defined limits of responsibility and

authority to promote effective and

efficient operations.

• A performance management appraisal

system, which covers the Group’s

senior management based on agreed

financial and other performance

objectives.

• Significant emphasis on cash flow

management. Bank balances and

available liquidity are reviewed on

a regular basis and cash flows are

compared to forecast.

• Reporting to the Board and/or its

committees on specific matters

including updated key risks, taxation,

pensions, insurance, treasury

management, interest and commodity

exposures. The Audit Committee

approves the Group’s treasury policies.

• Defined capital expenditure and other

investment approval procedures,

including due diligence requirements

where businesses are being acquired

or divested, or there is a material

change in operational or corporate

structure.

• Policy suite that covers regulatory

requirements, including anti-bribery

and corruption, cyber security, health

and safety and hazard awareness,

Corporate Criminal Offence, with

training and compliance monitoring.

Any control weaknesses that these

procedures identify are monitored

and addressed in the normal course of

business. No control failings or weaknesses

that are material to the Group as a whole

have been identified in the year to 30

March 2024.

Process for preparing

consolidated financial statements

The Group has established internal

control and risk management systems

in relation to the process for preparing

consolidated financial statements. The key

features of these internal control and risk

management systems are:

• The Internal Audit and Risk function

and management conduct various

checks on internal financial controls

periodically.

• Management regularly monitors and

considers developments in accounting

regulations and best practice in

financial reporting, and where

appropriate, reflects developments in

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

the consolidated financial statements.

Appropriate briefings and/or training

are provided to key finance personnel

on relevant developments in

accounting and financial reporting. The

Audit Committee is also kept appraised

of such developments.

• Any recommendations from the

auditors, the Financial Reporting

Council, and others in respect of

financial reporting are assessed with

a view to continuous improvement

in the quality of the Group’s financial

statements.

• The monthly financial performance of

the Group is subject to review by both

the ELT and the Board.

• The Group’s financial results, which

consolidates the results of each

operating segment and makes

appropriate consolidation adjustments,

is subject to various levels of review by

the Group Finance function.

• The draft consolidated financial

statements are reviewed by an

individual independent from those

individuals who were responsible for

preparing the financial statements.

The review includes checking internal

consistency, consistency with other

statements and arithmetical accuracy.

• The Audit Committee and the Board

review the draft consolidated financial

statements. The Audit Committee

receives reports from management

and the external auditors on significant

judgements, changes in accounting

policies, changes in accounting

estimates and other pertinent matters

relating to the consolidated financial

statements.

• The financial statements are subject to

external audit.

• The Group uses the same firm of

statutory auditors to audit all material

Group companies.

Alternative Performance Measures

(‘APMs’)

The Group’s performance measures

continue to include a number of measures

that are not defined or specified under

IFRS. The Audit Committee has considered

presentation of these additional measures

in the context of the guidance issued by

the European Securities and Markets

Authority (‘ESMA’) and the FRC in relation

to the use of APMs, challenge from the

external auditor, and the requirement

that such measures provide meaningful

insight for shareholders into the results

and financial position of the Group. The

Committee reviewed the APMs used within

the Group’s financial statements, how the

APMs were defined and the rationale for

their use.

APMs are defined relative to the equivalent

IFRS measures on page 62.

Fair, balanced and understandable

The Board requested that the Audit

Committee confirm whether the Annual

Report and accounts taken as a whole

were fair, balanced and understandable

and whether it provided the necessary

information for shareholders to assess

the Group’s position and performance,

business model and strategy. The Audit

Committee recommended that the Board

make this statement, which is set out on

page 119.

In making this recommendation, the

Committee considered the process for

preparing the Annual Report, which

included regular cross functional reviews

from the teams responsible for preparing

the different sections of the report, senior

management review and verification of

the factual contents. The review also

considered:

• the balance and consistency of

information;

• the disclosure of the risks facing the

business;

• whether the overall message of the

narrative reporting is consistent with

the financial statements;

• whether the overall message of the

narrative reporting is appropriate, in

the context of the industry and the

wider economic environment;

• whether the Group Chair’s statement

and CEO’s review include a balanced

view of the Group’s performance and

prospects; and

• whether the Annual Report is

consistent with messages already

communicated to investors, analysts

and other stakeholders.

Significant issues in relation to the

financial statements

The Committee considered the following

significant issues in relation to the financial

statements with management and the

internal and external auditors during

the year:

Commercial arrangements

Commercial payments to customers in the

form of rebates and discounts represent

significant balances in the income

statement and balance sheet. Calculations

of these balances require management

assumptions and estimates, including

volumes sold and the period of the

arrangements. The Committee reviewed

the assumptions and estimates and the

level of accruals and provisions in detail.

Further information is set out in note 3.3

on page 141.

Carrying value of goodwill and brands

Goodwill and brands represent a significant

item on the balance sheet and their

valuation is based on future business

plans whose outcome is uncertain. The

value of goodwill is reviewed annually by

management and the Committee and the

brands are reviewed at each reporting

date to establish if there is an indicator

of impairment, an impairment test of the

brand assets only being conducted if there

are indicators of impairment. There were

no indicators of impairment at year end

(FY22/23: None). The impairment testing

for goodwill and brands is based on a

number of key assumptions that rely on

management judgement.

For the purpose of goodwill, the Group

has three cash-generating units (‘CGUs’)

– Grocery, Sweet Treats and International.

The Committee reviewed the results

of the goodwill impairment testing of

the Grocery CGU and the review of the

carrying value of certain of the Group’s

brands. The goodwill attributable to

the Sweet Treats CGU was impaired in

2015 and the International CGU has no

goodwill or intangible assets. The results

of the impairment testing included

management’s assumptions in respect

of cash flows, long-term growth rates

and discount rates. The Committee also

considered sensitivities to changes in

assumptions and related disclosure, as

required by IAS 36. This year’s review

concluded that no impairment of

goodwill or brands was required. Further

information is set out in notes 12 and 13

on pages 150 to 152.

Carrying value of the Parent

Company’s investments in

subsidiaries

The carrying value of the Parent

Company’s investments in its subsidiaries is

a significant item on the Parent Company’s

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Audit Committee report continued

balance sheet. The investment is reviewed

annually for impairment by management

and the Committee. The cash flow

forecasts used in the impairment model

are based on the latest Board-approved

five-year Strategic Plan, sensitivities then

being applied to reflect the potential

impact of future inflation and impact

of climate change in line with RCP 8.5.

This year’s review concluded that no

impairment of the Parent Company’s

investment in its subsidiaries was required.

Further information is set out in note 4 to

the Parent Company’s financial statements

on page 180.

Defined benefit pension plans

The Group operates several defined

benefit schemes. The schemes are closed

to future accrual but hold substantial

assets and liabilities. With effect from 30

June 2020, the Premier Foods Pension

Scheme (PFPS) and Premier Grocery

Products Pension Scheme (PGPPS) were

merged on a segregated basis with the

RHM Pension Scheme. Valuation of the

scheme liabilities is based on a number of

assumptions, such as inflation, discount

rates and mortality rates, each of which

could have a material impact on the

valuation under IAS 19 included in the

balance sheet. The Group’s RHM Pension

Scheme also holds assets for which quoted

prices are not available. As at 30 March

2024, the RHM Pension Scheme reported

a surplus of £799.2m and the Premier

Schemes reported a deficit of £(197.7)m

(FY22/23: RHM Pension Scheme surplus

of £948.3m; Premier Schemes deficit of

£(182.8)m). Asset values and liabilities

fell in both sections of the schemes due

primarily to lower returns of scheme

assets reducing pension asset valuations.

The Committee reviewed the basis for

management’s assumptions and the

movements in the IAS 19 valuation in detail

over the year. The financial assumptions

were based on the same methodology as

last year. Further information is set out in

note 14 on pages 153 to 159.

Acquisition accounting

The acquisition of FUEL10K was a

significant transaction for the Group during

the year and the Committee reviewed the

purchase price allocation and accounting

for the transaction. The purchase price

allocation workstream established a fair

value for the Purchase Consideration,

including the estimation of the fair value of

the earn-out (the additional consideration

payable to the vendor contingent on

business performance), before deducting

acquired net assets to give Excess

Consideration for allocation to the value of

Brand asset acquired and residual goodwill.

The brand asset was determined to have a

15-year useful economic life, which reflects

that FUEL10K is a younger brand with

significant growth potential. A relief from

royalty approach was then taken to value

the brand asset, with the remaining Excess

Consideration being residual goodwill

representing the benefit of acquiring the

brand, together with the other assets,

as a going-concern that operates as a

business. Further information is set out in

note 28 to the Group financial statements

on pages 172 and 173.

Non-trading items

In identifying non-trading items,

management have applied judgement

including whether i) the item is related to

underlying trading of the Group; and/or ii)

how often the item is expected to occur.

PwC undertook comprehensive testing of

items that have been considered ‘non-

trading’, at both the half year and full year.

The Committee also reviewed these items,

and provided challenge to management,

in order to ensure these items do require

separate disclosure by virtue of their

nature and size, so that the users of the

financial statements obtain a clear and

consistent view of the Group’s underlying

trading performance. Following this

review, the Committee confirmed that the

approach taken was appropriate.

Viability and going concern

The Audit Committee conducted detailed

reviews of the Group’s viability and going

concern, taking into account downside

assumptions modelled as a severe,

but plausible, downside, including the

potential impact of inflation and continued

global political uncertainty driven by

current conflicts. The Committee provided

challenge to management on the risks

considered as part of the assessment.

Following the review, the Committee

concluded that it was reasonable for the

Board to expect that the Group would

have adequate resources to operate for

the foreseeable future and, therefore,

recommended that the viability statement

(set out on pages 71 and 72) and the going

concern statement (set out in note 2.1 on

pages 133 and 134 could be supported.

Committee evaluation

As part of the external Board evaluation

exercise conducted during the year (see

pages 82 to 83 for more information), a

review of the Committee’s effectiveness

was also undertaken. The review included

the management of meetings, quality

of papers and presentations, and the

Committee’s effectiveness in assessing the

work of the internal and external auditors,

the financial statements, risk management

and internal controls. Following the review,

it was confirmed that the Committee

remained effective. An action plan for

the coming year was agreed, which

included the need to maintain focus on

the implementation of the Group’s Internal

Controls procedures, enhance the risk

management process and continue to

support and strengthen the Internal Audit

function.

The Committee met with the internal

and external auditors on four occasions

in the year without the presence of

management. This provides an opportunity

for the Committee to discuss matters

independently of management, assess the

relationship between management and

both the internal and external auditors,

and to discuss any potential areas of

concern. In addition, as Committee Chair

I also met independently with the CFO,

lead audit partner and Director of Internal

Audit and Risk, on several occasions, to

discuss key audit matters.

Tim Elliott

Audit Committee Chair

16 May 2024

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Annual Statement

Dear shareholder,

On behalf of the Board, I am pleased

to present the Directors’ remuneration

report for the 52-week period ended 30

March 2024.

Overview of performance

The business delivered a very strong

performance over the year, making good

progress against each of the Group’s

strategic pillars. The Group delivered

branded revenue growth of 13.5%,

demonstrating the continued success

of the Group’s branded growth model.

Revenue from new categories increased by

72.3%, driven by Ambrosia porridge pots,

and the International business grew by

12% (at constant currency), with Mr Kipling

building distribution in the USA and cake

reaching a record market share of 16.1%

in the year in Australia. In October 2023,

the Group announced the acquisition of

the FUEL10K breakfast brand, providing a

platform to accelerate expansion into the

breakfast category.

Headline revenue of £1,122.6m was

+15.1% versus prior year, and Trading

profit of £179.5m was +14.0% versus prior

year, both ahead of market expectations.

Net debt, which included the impact

of the acquisition of the FUEL10K

acquisition, reduced by £39m. Taking into

consideration the economic headwinds

over the past 12 months, the Board

believes that these results demonstrate

the effectiveness of the Group’s branded

growth model and the capabilities of the

management team.

In addition, in March 2024, the Group

announced the suspension of future

pension deficit contribution payments

from 1 April 2024. The suspension of

contributions has taken place earlier than

originally expected, reflecting the strong

performance of the pension scheme, and

means that the Group will benefit from

£33m of increased free cash flow for the

financial year ending 29 March 2025.

This provides us with enhanced capital

allocation options to deliver the Group

growth ambitions.

Annual Bonus performance

outcome for FY23/24

As highlighted above, the Group has

continued to make good progress with

the execution of the Group’s growth

strategy, delivering strong Trading profit

and operating cash flow, resulting in both

of the financial targets in the annual bonus

plan being exceeded. The Committee also

assessed the non-financial targets set for

the CEO and CFO, which were based on

strategic and ESG objectives and, following

strong performances against the stretching

objectives set, it was determined that both

the CEO and CFO had fully achieved these

objectives.

In assessing the annual bonus outcome,

the Committee also undertook a review

of each director’s individual performance,

the overall performance of the business

and the experiences of key stakeholders,

including shareholders, colleagues,

suppliers and customers. Taking this into

account, the Committee awarded a bonus

of 100% of maximum to Alex Whitehouse

(£833,372, representing 150% of salary)

and a bonus of 100% of maximum to

Duncan Leggett (£476,602, representing

125% of salary). Full details of the targets

and performance over the period are

provided on pages 102 and 103.

One-third of the annual bonus payment

will be made in the form of shares,

deferred for a three-year period under the

Deferred Bonus Plan (DBP). Details of the

DBP are set out on page 104.

Long-Term Incentive Plan (‘LTIP’)

The Committee assessed the performance

conditions for the 2021 LTIP award.

TSR performance was above the upper

quartile compared to the FTSE All-Share

comparator group (positioned between

39th and 40th out of 353 companies),

and adjusted EPS of 13.7p exceeded the

maximum target set, meaning that both

elements of the award will vest in full in

June 2024, and be subject to a two-year

holding period. Full details of the targets

and performance over the period are

provided on page 104.

When assessing the annual bonus and

LTIP outcomes, the Committee undertook

an assessment ‘in the round’, to ensure

that the outcomes are a fair reflection of

overall Company performance and aligned

with the experience of other stakeholders.

As part of this, the Committee took into

account the strong performance context,

set out earlier in this Annual Statement,

as well as the fact that the success of the

business over the last three years has been

shared with colleagues and has resulted in

a significant increase in the share price and

creation of shareholder value. Colleagues

have also been able to benefit from this

share price growth, through participation

in the Group’s Sharesave scheme – the

2020 Award vested on 1 February 2024

and provided a return of 93% (based on

the share price on the date of vesting). The

increased financial strength of the business

has enabled the reintroduction of dividend

payments in 2021, and a final dividend

for FY23/24 of 1.728p per share has been

recommended by the Board, representing

an increase of 20% versus prior year.

Taking all of the above into account,

alongside the wider performance context

detailed elsewhere in this Annual Report,

the Committee considered that the

annual bonus and LTIP outcomes are a

fair reflection of Company and individual

performance in the year. As such, the

Committee has not exercised its discretion

to adjust the formulaic outcomes.

2023 Director’s Remuneration Policy

review and arrangements for FY24/25

Our 2023 Directors’ Remuneration Policy

was put to a binding shareholder vote

at AGM in July 2023, and we would like

to thank shareholders for their strong

support, with over 96% voting in favour. A

summary of the key elements of the Policy

is set out on page 99.

The Committee considers that the

Remuneration Policy operated as

anticipated over the financial period, and

no changes are proposed to the Policy for

FY24/25.

During the year, the Committee carried out

a review of arrangements, to ensure the

overall remuneration strategy for executive

directors and senior management

remained competitive and continued to

drive the right behaviours and support the

implementation of the Group’s strategy.

Executive directors’ salaries

As highlighted above, the Group continues

to deliver very strong performance.

This strong operational and strategic

performance over the last year has led

to the creation of significant shareholder

value of c.£250m, and has allowed the

Group to deliver a shareholder return of

23%, outperforming the FTSE 250 index

(which was up 10% in the period). Over

a longer period of five years, broadly

aligned with when Alex Whitehouse was

appointed as CEO and Duncan Leggett was

appointed as CFO, the Group has delivered

a shareholder return of 381%, significantly

outperforming the FTSE 250 index (which

was up 20% over the period). In that time,

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Directors’ remuneration report

Premier Foods has also been promoted

from the FTSE SmallCap Index to the FTSE

250 Index and is now positioned in the

top half of that index (the Group’s current

market cap of c.£1.4bn places us at around

position 102 in the FTSE 250).

Over the course of the year, the

Committee has reviewed the approach to

base salaries to ensure that they reflect

the performance of the Group and the

individuals, and the increased size and

complexity of the organisation, as outlined

above. With this in mind, it is proposed

that the executive directors’ salaries are

increased, with effect from 1 July 2024, as

follows:

Salary for

FY24/25

Salary as at 30

March 2024 Change

Alex Whitehouse £620,000 £562,275 10.3%

Duncan Leggett £415,000 £385,875 7.5%

The Committee recognises that these

salary increases will be above the likely

salary review for colleagues not involved

in collective bargaining, which is expected

to be between 3% and 3.5%. However,

the Committee is conscious that current

salaries have fallen behind market for the

size and scope of our organisation, and

these increases bring salaries more in line

with comparable roles at companies with

a similar market capitalisation to Premier

Foods. The Committee believes that the

proposed salaries are a fairer reflection of

our organisational size, the complexity of

the executive directors’ roles as the Group

continues to grow both within the UK and

internationally, and the sustained excellent

performance of the executive directors in

delivering against our strategy and creating

value for shareholders.

These changes will position the CEO’s total

maximum compensation package just

below the FTSE 250 median, and the CFO’s

total maximum compensation package

between the FTSE 250 lower quartile and

median. The Committee considers that

this market positioning is an appropriate

reflection of the increased size and

complexity of the business, the executive

directors’ sustained excellent performance

in role, and our improved positioning

within the FTSE 250.

It is the Committee’s current intention

that any increases next year will be in line

with colleagues not involved in collective

bargaining.

Group Chair and NED fees

Due to the increased size and complexity

of the business, the Committee also

reviewed the Group Chair and NED

fees during the course of the year and

determined that an increase, in line

with the salary review for colleagues

not involved in collective bargaining,

in July 2024 (currently expected to be

between 3% and 3.5%), is appropriate.

In making this decision, the Board was

mindful that the NED base fee and fees

for chairing a Committee have not been

increased for well over 10 years, that the

Senior Independent Director fee was last

increased in 2015, and that the Group

Chair fee was last increased in 2022.

Annual Bonus measures

For FY24/25, the annual bonus will

continue to be based 50% on Trading

Profit, 20% on operating cash flow and

30% on strategic and ESG measures.

LTIP measures

Following a review of the performance

measures for the LTIP, it was agreed that

the current measures of 50% relative TSR

and 50% adjusted EPS remain the most

appropriate for the Group and continue to

be aligned with the delivery of the Group’s

strategy.

The Committee reviewed the targets for

the annual bonus and LTIP in FY24/25,

and agreed that they are challenging and

set at levels that will reward very good

performance. They are also considered

to be aligned with the Group’s strategic

priorities – further details of the measures

are provided on page 114.

Relationship between ESG matters

and remuneration arrangements

Our ESG strategy continues to be a critical

part of our business strategy and remains

important to our stakeholders. ESG

performance has been assessed within

the executive directors’ annual bonus

goals since FY20/21. ESG will again form

part of the executives’ annual bonus goals

for FY24/25. In addition, as part of their

overall review of the Group’s remuneration

strategy, the Committee ensures that

arrangements encourage behaviour that

is aligned with the Group’s ESG strategy.

Further information regarding the Group’s

Enriching Life Plan is set out on pages

30 to 41.

Wider workforce

The management team remains aware

of the ongoing impact of the inflationary

environment on the workforce as a whole

and this has been recognised when

setting salary increases for colleagues

over the year. In addition, reflecting the

Group’s strong performance in FY23/24,

a discretionary bonus was paid in March

2024 to colleagues who are not part of

the annual bonus scheme, to enable all

colleagues to share in the Group’s success.

During the year, as Workforce Engagement

NED, I have provided updates to the

Remuneration Committee on meetings

held with colleagues across the business,

which covered a range of topics, including

engagement on executive remuneration

and how it aligns with pay for the wider

workforce. The Committee also reviewed

information on broader workforce pay

policies and practices, which provided

important context for the decisions on

executive pay taken during the year. The

pension levels for the executive directors

are aligned with that available to the rest

of the workforce. The operation of the

annual bonus scheme is consistent for all

participants and any financial measures are

aligned with the overall Group targets. The

executive directors have other additional

constraints on their remuneration package,

which are not applicable to the wider

management population, such as bonus

deferral and the LTIP holding period.

The Group also operates an all-employee

Sharesave Plan, which allows all colleagues

to share in the success of the Group. The

colleague participation rate in this scheme

is currently 36%.

I look forward to receiving your support for

the Directors’ Remuneration Report at the

2024 AGM.

On behalf of the Board

Helen Jones

Remuneration Committee Chair

16 May 2024

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Overall approach to

remuneration

At Premier Foods, the Remuneration Policy

is designed to attract, retain and motivate

a high-calibre management team. Focus is

placed on driving exceptional performance

and creating shareholder value in a

sustainable way, as well as aligning the

interests of the executive directors with

key stakeholders.

The Committee applies the following

broad principles when considering

the design, implementation and

assessment of remuneration, in line

with the recommendations set out in

Provision 40 of the 2018 UK Corporate

Governance Code:

Clarity – remuneration arrangements

should be transparent and promote

effective engagement with

shareholders and the workforce

The Company’s Remuneration Policy is

designed to support the delivery of the

Group’s strategic objectives, which are

aligned with the long-term interests of

both shareholders and key stakeholders,

including employees. The Committee

is committed to being transparent in

respect of the elements of remuneration,

quantum, the rationale for targets set

and performance outcomes. The work of

the Workforce Engagement NED provides

an opportunity for engagement with

colleagues on executive remuneration.

The Committee engages with shareholders

and is keen to understand their views and

priorities. Recent engagement has included

discussion to understand shareholder

views on the 2023 Directors’ Remuneration

Policy, which was submitted for shareholder

approval at the AGM in July 2023 (further

information is set out on page 99).

Simplicity – remuneration structures

should avoid complexity and their

rationale and operation should be

easy to understand

The Committee believes the current

arrangements for executive directors to

be simple. These consist of the following

elements:

• A fixed element that comprises salary,

pension and taxable benefits.

• A variable element that is subject

to performance conditions and

comprises:

– short-term goals via the annual

bonus plan; and

– long-term goals via the Long-Term

Incentive Plan.

The Committee considers that the current

arrangements are clear, easy to understand

and provide an appropriate balance

between fixed and variable remuneration.

During the year, the Committee reviewed

the annual bonus and LTIP measures for

the executive directors and believes that

they remain aligned to the delivery of

the Group’s strategy and that targets are

suitably stretching.

Risk – remuneration arrangements

should ensure reputational and other

risks from excessive rewards, and

behavioural risks that can arise from

target-based incentive plans, are

identified and mitigated

Targets are reviewed to ensure they

reflect the overall risk appetite set by the

Board and that they do not encourage

inappropriate behaviours or excessive

risk-taking.

Mitigation is provided through the

recovery provisions that apply to both

the annual bonus and LTIP. Malus and

clawback provisions apply in line with

current best practice expectations. Holding

periods are in place for awards under the

Deferred Bonus Plan and LTIP. In addition,

a formal post-employment shareholding

guideline was introduced as part of the

2023 Directors’ Remuneration Policy.

Predictability – the range of possible

values of rewards to individual

directors and any other limits or

discretions should be identified and

explained at the time of approving

the Policy

The Committee assesses the potential

outcome of future reward by reference to

potential pay-outs that can be received

at a range of outcomes (minimum, target

and maximum), as set out in the 2023

Directors’ Remuneration Policy, which is

included in the FY22/23 Annual Report. In

addition, the effect of future share price

growth under the LTIP is also considered,

based on a 50% increase in share price

over the period.

Proportionality – the link between

individual awards, the delivery

of strategy and the long-term

performance of the company should

be clear. Outcomes should not reward

poor performance

The Committee seeks to ensure that

targets for the annual bonus and long-term

incentives are aligned with the Group’s

strategy and the long-term sustainable

development of the business.

The focus of our remuneration strategy is

on rewarding performance – the majority

of executive remuneration (over 75% at

maximum) is variable and only payable if

demanding performance targets are met.

The targets for the annual bonus and the

LTIP are designed to be appropriately

stretching. The majority of variable pay is

payable in the form of shares.

When setting targets for variable elements

of pay, the Committee carefully considers

the targets to minimise the risk of

excessive reward.

When assessing performance against the

annual bonus and LTIP, the Committee also

considers:

• the overall performance of the

business;

• the experience of key stakeholders

including shareholders, employees,

suppliers and customers;

• the quality of earnings when

assessing the achievement of financial

targets; and

• the market in which the Company

operates.

The Committee retains discretion to

override formulaic outcomes produced

by the performance conditions where, in

the Committee’s view, they do not reflect

the performance of the business or the

individual over the period, or where events

happen that cause the Committee to

determine that the conditions are unable

to fulfil their original intended role.

Alignment to culture – incentive

schemes should drive behaviours

consistent with company purpose,

values and strategy

As part of the preparation of the 2023

Directors’ Remuneration Policy, the

Committee reviewed the overall design

of the Group’s remuneration strategy

and believes that it is consistent with the

Company’s purpose, values and strategy,

and is aligned with the Group’s culture.

When setting the goals for the annual

bonus and LTIP award, the Committee

considers a range of different potential

measures, in order to select those

which it believes are most likely to drive

the successful delivery of the Group’s

strategy and those which are aligned with

shareholders’ interests to deliver earnings

growth and improved shareholder value in

the medium-term (further details are set

out on page 99).

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

Directors’ remuneration report continued

Summary of the Directors’ Remuneration Policy

The current Directors’ Remuneration Policy was approved by shareholders at the AGM on 20 July 2023 (with 96.24% votes in

favour). The following table presents a summary of the key elements of the current Directors’ Remuneration Policy and how it will

be implemented in FY24/25. The full policy is available in the FY22/23 Annual Report, which can be found on the Group’s website at

www.premierfoods.co.uk

Current elements of remuneration and operation How we plan to implement the Policy in FY24/25

Salary

Set at levels to attract and retain talented individuals with reference to the size

and complexity of the business, the specific experience, skills and responsibilities

of the individual, and the market rates for companies of comparable size and

complexity and internal Company relativities.

Normally reviewed annually (currently with effect from 1 July) in conjunction

with those of the wider workforce.

No change to Policy.

For FY24/25:

• CEO – £620,000 (10.3% increase)

• CFO – £415,000 (7.5% increase)

Further context for these salary increases is

provided on page 97.

Benefits

Benefits include: cash allowance in lieu of company car; fully expensed

fuel; private health insurance; life insurance; permanent incapacity benefit;

professional memberships; and other ancillary benefits.

No change to Policy.

Pension

Pension contributions in line with that offered to the rest of the workforce

(currently a salary supplement of 7.5% of base salary up to an earnings cap).

No change to Policy.

Annual Bonus

Maximum opportunity:

• CEO: 150% of salary

• CFO: 125% of salary

One-third of earned bonus is deferred into shares for three years.

Awards are subject to malus and clawback provisions.

No change in maximum opportunity.

Awards will be subject to the following

performance measures:

• Trading profit (50% weighting);

• Operating cash flow (20% weighting); and

• Strategic and ESG objectives (30% weighting).

Awards are also subject to a Trading profit

underpin.

Long-Term Incentive Plan

The Premier Foods Long-Term Incentive Plan (‘LTIP’) provides a clear link to our

strategic goal of delivering profitable growth with sustainable share price growth

over the medium to long-term.

Maximum opportunity:

• CEO: 200% of salary

• CFO: 150% of salary

Awards are subject to a three-year performance period, followed by a two-year

holding period.

Awards are subject to malus and clawback provisions.

No change in LTIP award levels for FY24/25.

Awards are subject to the following performance

measures:

• Relative TSR (50% weighting); and

• Adjusted EPS (50% weighting).

Shareholding guideline

200% of salary.

Executive directors are expected to retain 50% of shares from vested awards

under the DBP and LTIP until they reach the guideline.

No change to Policy.

The current shareholdings are:

• CEO – 720% of salary

• CFO – 307% of salary

Post-employment shareholding guideline

100% of in-employment shareholding guideline (or actual shareholding at the

date of departure, if lower) to be held for the first year post-cessation, and 50%

in the second year.

No change to Policy.

Premier Foods plc

www.premierfoods.co.uk

GOVERNANCE

Annual Report on Remuneration

An advisory vote on the Directors’ Remuneration Report will be put to shareholders at the 2024 AGM. The Committee believes that the

Remuneration Policy operated as intended in the year.

Single figure table for total remuneration (audited)

Single figure for the total remuneration received by each executive director for the 52 weeks ended 30 March 2024 (FY23/24) and the

52 weeks ended 1 April 2023 (FY22/23).

Alex Whitehouse Duncan Leggett

FY23/24

£’000

FY22/23

£’000

FY23/24

£’000

FY22/23

£’000

Salary 556 529 381 363

Taxable benefits

41 42 26 25

Pension 15 14 15 14

Total fixed remuneration 612 585 422 402

Annual bonus

833 661 477 363

LTIPs

3, 4

978 1,365 404 527

Total variable remuneration 1,811 2,026 881 890

Single figure for total remuneration 2,423 2,611 1,303 1,292

Both directors were granted an award over 2,886 shares under the all-employee Sharesave Plan on 15 December 2023. An amount of £817 has been included within benefits

with respect to this plan, which represents the 20% discount to the share price on the grant date (see the executive share awards table on page 107 for more information).

One-third of the annual bonus will be deferred into shares for three years, which are awarded under the terms of the DBP. Further details on DBP awards are set out on page

104. The awards are subject to continued employment and forfeiture and clawback provisions.

The figures for share-based payments for FY23/24 are an estimate of the value of the 10 June 2021 LTIP awards (representing 688,073 shares for the CEO and 284,403 shares

for the CFO), which will vest in full in June 2024, based on the three-month average price to 30 March 2024 of 142.09p. The share price at the date of grant was 108.6p so

23.6% of the value reported in the single figure is attributable to share price appreciation in the period (representing £230,472 for the CEO and £95,262 for the CFO). No

discretion has been exercised in relation to this (see page 104 for further information).

In line with statutory reporting requirements, the FY22/23 share-based award figures have been adjusted from that in last year’s report, to show the value upon vesting of the

June 2020 LTIP award on 25 June 2023, based on a share price of 129.0p.

Base salary and fees (audited)

The Committee sets base salary by reference to the size and complexity of the business, based on factors such as market capitalisation,

revenue, market share and total enterprise value.

The salary increases for executive directors for FY23/24, effective from 1 July 2023, were lower than the average rate of increase for the

Group’s colleagues.

Salary as at

30 March 2024

Salary as at

1 April 2023 Change

Alex Whitehouse £562,275 £535,500 +5.0%

Duncan Leggett £385,875 £367,500 +5.0%

Benefits (audited)

Benefits provided for the period related to the provision of car allowance, private fuel, private medical insurance, permanent health

insurance and professional membership.

Pension (audited)

Under the Company’s current Remuneration Policy, pension entitlements for executive directors are aligned with those available to the

rest of the workforce, which currently equates to a contribution of 7.5% of basic pay up to an earnings cap (£205,200 for the 2023/24

tax year). Executive directors have the right to participate in the Group’s defined contribution (‘DC’) pension plan, with any contribution

above their annual allowance paid as cash. During the year, Alex Whitehouse and Duncan Leggett both participated in the Group’s DC

pension plan. Neither executive director participated in the Group’s Defined Benefit pension scheme by reason of qualifying service.

The table below provides details of the executive directors’ pension benefits in FY23/24:

Cash in lieu of contributions to the

DC-type pension plan

£’000

Company contributions to the

Group’s DC pension plan

£’000

Alex Whitehouse 5 10

Duncan Leggett 5 10

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

100

Directors’ remuneration report continued

Annual bonus (executive directors) (audited)

Each year, the Committee sets individual performance targets and bonus opportunities for each of the executive directors. Annually,

the Committee reviews the level of achievement against the performance targets set and, based on the Committee’s judgement,

approves the bonus of each executive director. Annual bonus payments are not pensionable.

Performance assessment for FY23/24

In line with the Remuneration Policy, for FY23/24, the CEO and CFO had maximum bonus opportunities of 150% of salary and 125%

of salary respectively. Performance was measured against targets relating to Trading profit (50% weighting), operating cash flow

(20% weighting), strategic objectives (20% weighting) and ESG (10% weighting).

The Committee undertook a full and detailed review of the performance of each executive director against their financial and non-

financial targets, including a ‘performance in the round’ assessment, which is set out below and in the Committee Chair’s Annual

Statement.

As stated earlier in this Annual Report, despite a number of challenges, the Group delivered a strong set of results in FY23/24. Trading

profit was £179.5m, up +14.0% and Operating cash flow was £168.7m, up +18.6%, versus last year, driven by the effective execution of

the Group’s strategy by the management team.

The tables below set out performance compared to the financial and non-financial targets set at the start of the year.

Financial measures (audited)

Annual bonus FY23/24

Performance measure

Threshold

(0%)

Target

(50%)

Stretch

(100%)

Performance

outcome Weighting

Performance

(% of max

bonus)

Financial targets (subject to a Trading profit underpin of £158.0m)

Trading profit £158.0m £163.0m £170.0m £179.5m 50.0% 50.0%

Operating cash flow £119.4m £124.4m £130.4m £168.7m 20.0% 20.0%

70.0% 70.0%

Premier Foods plc

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101

GOVERNANCE

Strategic and ESG measures (audited)

Alex Whitehouse

Performance measure Performance outcome Weighting

Performance

(% of max

bonus)

Non-financial targets (subject to a Trading profit underpin of £158.0m)

Strategic New category development: Increased turnover of Ambrosia porridge

pots by +111% over the year, ahead of the stretch target. This was

facilitated by freeing additional capacity at the Lifton site, ahead of plan.

In addition, Board approval was obtained for a significant investment in a

new production line, to help meet forecast demand.

International expansion: Increased listings for Cake in the USA to over

3,000 stores, ahead of the stretch target and sales of strategic focus

brands within the Group’s strategic growth markets increased to £40m,

also ahead of the stretch target.

20.0% 20.0%

Environment, Social

and Governance (ESG)

Product: Over the year, the business launched or reformulated 209

products which support high nutritional standards and 142 products

which offer an additional health and/or nutrition benefit, including

reducing salt across the Sharwood’s noodles range and extending the

Mr Kipling Deliciously Good range to Cherry Bakewell and Loaf Cakes.

As a result, turnover of products that meet high nutritional standards

increased to £397m, ahead of the stretch target.

Planet: Development of a new approach to managing key waste streams

at our Lifton factory helped to reduce food waste across our operations by

-8.4% versus prior year, ahead of the target.

People: Continued to make progress improving accessibility to leadership

roles through enhanced recruitment, development and mentoring

programmes. The proportion of women in senior management roles

increased to 41%, (up from 28% in FY20/21, when we launched the

target) and we are on track to achieve our long-term goal of gender parity

by 2030.

10.0% 10.0%

30.0% 30.0%

Final outcome 100.0% 100.0%

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Annual Report for the 52 weeks ended 30 March 2024

102

Directors’ remuneration report continued

Duncan Leggett

Performance measure Performance outcome Weighting

Performance

(% of max

bonus)

Non-financial targets (subject to a Trading profit underpin of £158.0m)

Strategic Margin and cost savings: Led Group wide margin and savings programme,

including supply chain, procurement and wider margin management, to

fund additional investment in the business. This delivered costs savings

above the stretch target.

Internal controls over financial reporting: Appointed external

implementation partner and additional internal resource to strengthen

the Internal Control function. Significant progress made to complete the

initial phase of project covering enhancement of process documentation,

identification of key financial controls and the implementation of

management testing and remediation plans. On track to implement

the Group’s enhanced internal control framework to align with the

requirements of the UK Corporate Governance Code 2024.

20.0% 20.0%

Environment, Social

and Governance (ESG

TCFD Reporting: Strengthened disclosure of metrics used to assess

and manage climate-related risks and opportunities. Adopted SASB

(Sustainable Accounting Standards Board) Food and Beverage sector

template for the first time and continued to assure key ESG metrics to

ISAE3000. Achieved full TCFD compliance for FY23/24.

Internal Audit and Risk: Strengthened Internal Audit with additional

in-house resource and the appointment of new Internal Audit co-source

partner. A programme to enhance the risk management process was

launched in the year and significant progress made to develop an

enhanced internal control framework to align with the UK Corporate

Governance Code 2024 requirements, in line with the Board’s

expectations.

10.0% 10.0%

30.0% 30.0%

Final outcome 100.0% 100.0%

The Committee considered the executives’ achievements against their strategic and ESG objectives and the maximum bonus outturn in

the round, taking into account both the very strong progress delivered in the year and the announcement, in March 2024, regarding the

suspension of future pension deficit contributions, in determining that a 100% pay-out for these elements was appropriate.

The Committee considered the formulaic outcomes of the annual bonus assessment in the context of the current external environment,

wider company and individual performance, the shareholder experience, the customer experience and the treatment of colleagues

throughout the rest of the Group. In addition to the operational highlights set out above, in FY23/24, Premier Foods has created

approximately £250m of shareholder value, and delivered a shareholder return of 23% during the period, outperforming the FTSE 250

index (which was up 10% in the period).

The Committee believes that the executive directors continued to respond both decisively and effectively to the macro-economic

challenges posed by significant inflationary pressures, enabling the Group to perform successfully during FY23/24. In light of the Group’s

excellent financial performance, the strategic progress, and focus on the overall colleague experience, the Committee concluded that the

formulaic outcomes of the annual bonus assessment were justified, and that no discretion was required. Further detail is provided in the

Annual Statement by the Committee Chair.

Premier Foods plc

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103

GOVERNANCE

Long-Term Incentive Plan (‘LTIP’)

Performance assessment for the June 2021 LTIP award (audited)

The performance conditions for the 10 June 2021 LTIP award were based on a relative TSR condition (comprising two-thirds of the

award) and an adjusted EPS condition (comprising one-third of the award). The Committee assessed the two performance conditions in

May 2024 and concluded that both the relative TSR target and the adjusted EPS target had been fully achieved, which will result in full

vesting of the LTIP award in June 2024. Awards are also subject to a two-year holding period. The TSR of Premier Foods over the three-

year performance period was 58.7%, representing significant shareholder value creation and was significantly above the upper quartile

TSR in the comparator group of circa 30.5%. The adjusted EPS performance of 13.7p was ahead of target and market expectations.

The 2021 LTIP award was granted in June 2021 following a period of significant share price growth and was therefore made at a higher

share price than the 2020 LTIP awards, so there are no ‘windfall gains’ associated with this award. The Committee considered that the

vesting reflected the underlying performance of the business and was appropriate. The Committee’s view is that the share price growth

delivered since grant reflects the continued strong delivery against our strategy and the actions taken by management and, therefore, it is

considered appropriate that participants are rewarded for this. Details of the vesting outcomes are provided in the table below.

June 2021 LTIP

Targets Outcome

No. of shares

to vest

No. of shares

to vest

Performance

measure Weighting

Below

threshold Threshold Target Stretch

Actual

performance Payout

Alex

Whitehouse

Duncan

Leggett

Relative TSR¹ 2/3 < Median Median N/A

Upper

quartile

Between

39th and

40th out

of 353

companies 100% 688,073 284,403

Adjusted EPS 1/3 < 10.6p 10.6p 11.1p 11.6p 13.7p 100%

% of relevant portion

of award vesting

0% 20% 50% 100%

Measured against the constituents of the FTSE All Share Index (excluding investment trusts) at the start of the period.

FY21/22 base year adjusted EPS was 11.0p.

Straight-line vesting between threshold and target and between target and stretch.

Dividend equivalent shares will be added, once the award has vested.

Scheme interests awarded during the financial year

Deferred Bonus Plan (‘DBP’) award FY23/24 (audited)

One-third of any annual bonus payment awarded to executive directors is made in the form of shares. These shares are awarded under

the terms of the DBP, which was approved by shareholders in July 2017. Awards will normally be made within six weeks following the

announcement of the Group’s full year results. The awards will normally vest on the third anniversary of grant and be awarded in the

form of nil cost options (with no performance conditions other than continued employment), which will be exercisable up until the tenth

anniversary of grant. The shares are subject to forfeiture and clawback provisions. DBP awards were granted on 8 June 2023, as nil cost

options based on a share price of 133.12p (representing the closing middle market quotation (MMQ) on the five dealing days prior to the

date of grant), as set out below:

FY22/23

Annual bonus

Bonus deferral

(one-third)

No. of shares

awarded Deferral period

Alex Whitehouse £661,407 £220,469 165,616 08.06.23 – 07.06.26

Duncan Leggett £363,125 £121,042 90,926 08.06.23 – 07.06.26

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Annual Report for the 52 weeks ended 30 March 2024

104

Directors’ remuneration report continued

June 2023 LTIP award for FY23/24 (audited)

Details of the LTIP award, granted in the form of nil-cost options on 8 June 2023, are set out below.

Basis of award

No. of shares

awarded

Face value on

award date

Performance period

Alex Whitehouse 150% of salary 603,403 £803,250 01.04.23 – 31.03.26

Duncan Leggett

100% of salary 276,066 £367,500 01.04.23 – 31.03.26

Determined based on the closing MMQ on the five dealing days ending 7 June 2023 of 133.12p.

Targets

Performance measure Weighting

Below

threshold Threshold Target Stretch

Relative TSR¹ 50% < Median Median N/A Upper quartile

Adjusted EPS

50% < 12.3p 12.3p 12.8p 13.3p

% of relevant portion of award vesting

0% 20% 50% 100%

Measured against the constituents of the FTSE 250 Index (excluding investment trusts) at the start of the period.

FY22/23 base year adjusted EPS was 12.9p.

Straight-line vesting between threshold and target and between target and stretch.

August 2023 LTIP award for FY23/24 (audited)

As set out in last year’s Annual Report, as part of the Company’s 2023 Directors’ Remuneration Policy, shareholder approval was sought

to increase the LTIP opportunity for the CEO (from 150% to 200% of base salary) and for the CFO (from 100% to 150% of base salary).

Following shareholder approval for the 2023 Directors’ Remuneration Policy at the AGM held on 20 July 2023, the following additional

LTIP awards were granted in the form of nil-cost options on 2 August 2023. To ensure consistency with the initial 2023/24 LTIP award, the

same performance conditions and performance period have been applied.

Basis of award

No. of shares

awarded

Face value on

award date

Performance period

Alex Whitehouse 50% of salary 208,657 £267,749 01.04.23 – 31.03.26

Duncan Leggett 50% of salary 143,197 £183,750 01.04.23 – 31.03.26

Determined based on the closing MMQ on the five dealing days ending 2 August 2023 of 128.32p.

Targets

Performance measure Weighting

Below

threshold Threshold Target Stretch

Relative TSR¹ 50% < Median Median N/A Upper quartile

Adjusted EPS

50% < 12.3p 12.3p 12.8p 13.3p

% of relevant portion of award vesting

0% 20% 50% 100%

Measured against the constituents of the FTSE 250 Index (excluding investment trusts) at the start of the period.

FY22/23 base year adjusted EPS was 12.9p.

Straight-line vesting between threshold and target and between target and stretch.

Additional context on these performance measures, weightings and targets was provided in the FY22/23 Directors’ Remuneration Report.

Dilution limits

Awards under certain executive and all-employee share plans may be satisfied using either newly issued shares or shares purchased in

the market and held in the Group’s Employee Benefit Trust (which held 6,721,393 shares as at 30 March 2024). The Group complies with

the Investment Association guidelines in respect of the dilutive effect of newly issued shares. The current dilutive impact of share awards

over a 10-year period is approximately 5.2%.

Premier Foods plc

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105

GOVERNANCE

Share ownership guidelines, vesting and retention periods

To align executive directors’ interests with those of shareholders, executives must hold 200% of salary in shares (valued at year-end),

and the Committee reviews progress against these requirements (see Statement of directors’ shareholdings and share interests table

below). Retention periods are in place for both the annual bonus scheme and LTIP, to encourage a focus on the long-term sustainable

development of the business. One-third of any annual bonus award is deferred into shares for three years under the DBP and any shares

which vest under LTIP awards granted since 2018 will be deferred for a further two-year period.

Y1 Y2 Y3 Y4 Y5

Annual bonus (DBP)

LTIP

Performance period

Retention period

Post-employment shareholding guideline

As part of 2023 Directors’ Remuneration Policy that was approved by shareholders at the AGM last year, the Remuneration Committee

introduced a formal post-employment shareholding guideline. Executives are required to maintain 100% of their in-employment guideline

(or their actual shareholding at departure, if lower) for the first year post-cessation, and 50% in the second year.

Share ownership for the wider Group

The Committee recognises the importance of aligning colleagues’ interests with those of shareholders and encourages share ownership in

order to increase focus on the delivery of shareholder return. All members of the ELT participate in the LTIP. Participation in the Sharesave

Plan currently represents approximately 36% of colleagues.

Statement of directors’ shareholdings and share interests (audited)

The following table shows executive directors’ interests in Company shares. Awards under the LTIP are subject to a three-year vesting

period and will only vest if stretching performance conditions are met. Awards are also subject to a two-year holding period post vesting.

The figures shown represent the maximum number of shares a director could receive following the end of the vesting period if all

performance targets were achieved in full. All of the awards were granted in the form of options.

No. of shares

owned as

at 30 March

2024

No. of shares

owned as at

1 April 2023

ownership

guideline

DBP

Awards

LTIP

Awards

(vested)

LTIP

Awards

(unvested)

Sharesave

Awards Total

Alex Whitehouse 575,971 461,703 720% 674,518 3,208,123 2,141,051 10,704 6,034,396

Duncan Leggett 151,999 115,478 307% 307,823 856,748 996,896 10,704 2,172,171

There were no changes in directors’ share interests between year-end and 16 May 2024.

The Group’s shareholding guidelines require executive directors to hold 200% of their salary in shares. The percentage stated includes the post-tax value of awards held under

the Deferred Bonus Plan and vested LTIP awards, valued at the share price at year-end of 149.4p.

Vested but unexercised nil cost options.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

106

Directors’ remuneration report continued

Executive share awards (audited)

Date of

grant

Balance

as at

1 April

2023

Awarded in

the year/

dividend

equivalents

Exercised

in the

year

Vested in

the year

Lapsed in

the year

Balance

as at

30 March

2024

Option

price (p)

price on

date of

grant (p)

Share price

on date of

exercise

(p)

Date of

vesting/

becomes

exercisable

Maximum

Expiry

date

Alex Whitehouse

LTIP

13.06.17 225,852 – 225,852 – – – – 40.50 154.2 13.06.20 12.06.24

08.08.18 779,497 – – – – 779,497 – 41.20 – 08.08.21 07.08.25

07.06.19 907,843 – – – – 907,843 – 34.00 – 07.06.22 06.06.26

25.06.20 1,040,145 17,738 – 1,057,883 – 1,057,883 – 69.50 – 25.06.23 24.06.27

24.09.20 449,250 13,650 – 462,900 – 462,900 – 91.40 – 24.09.23 23.09.27

10.06.21 688,073 – – – – 688,073 – 108.60 – 10.06.24 09.06.31

09.06.22 640,918 – – – – 640,918 – 120.00 – 09.06.25 08.06.32

08.06.23 – 603,403 – – – 603,403 – 131.00 – 08.06.26 07.06.33

02.08.23 – 208,657 – – – 208,657 – 123.60 – 02.08.26 01.08.33

DBP 25.06.20 138,254 2,357 – 140,611 – 140,611 – 69.50 – 25.06.23 24.06.30

10.06.21 191,131 – – – – 191,131 – 108.60 – 10.06.24 09.06.31

09.06.22 177,160 – – – – 177,160 – 120.00 – 09.06.25 08.06.32

08.06.23 – 165,616 – – – 165,616 – 131.00 – 08.06.26 07.06.33

Sharesave Plan

15.12.20 7,531 – 7,531 – – – 71.70 95.00 150.0 01.02.24 31.07.24

16.12.21 4,067 – – – – 4,067 83.20 104.00 – 01.02.25 31.07.25

19.12.22 3,751 – – – – 3,751 85.40 107.40 – 01.02.26 31.07.26

15.12.23 – 2,886 – – – 2,886 103.50 131.80 – 01.02.27 31.07.27

5,253,472 1,014,307 233,383 1,661,394 – 6,034,396

Duncan Leggett

LTIP

13.06.17 53,833 – 53,833 – – – – 40.50 154.2 13.06.20 12.06.24

25.06.20 401,459 6,846 – 408,305 – 408,305 – 69.50 – 25.06.23 24.06.27

24.09.20 435,220 13,223 – 448,443 – 448,443 – 91.40 – 24.09.23 23.09.27

10.06.21 284,403 – – – – 284,403 – 108.60 – 10.06.24 09.06.31

09.06.22 293,230 – – – – 293,230 – 120.00 – 09.06.25 08.06.32

08.06.23 – 276,066 – – – 276,066 – 131.00 – 08.06.26 07.06.33

02.08.23 – 143,197 – – – 143,197 – 123.60 – 02.08.26 01.08.33

DBP 25.06.20 34,289 584 – 34,873 – 34,873 – 69.50 – 25.06.23 24.06.30

10.06.21 91,246 – – – – 91,246 – 108.60 – 10.06.24 09.06.31

09.06.22 90,778 – – – – 90,778 – 120.00 – 09.06.25 08.06.32

08.06.23 – 90,926 – – – 90,926 – 131.00 – 08.06.26 07.06.33

Sharesave Plan

15.12.20 7,531 – 7,531 – – – 71.70 95.00 150.0 01.02.24 31.07.24

16.12.21 4,067 – – – – 4,067 83.20 104.00 – 01.02.25 31.07.25

19.12.22 3,751 – – – – 3,751 85.40 107.40 – 01.02.26 31.07.26

15.12.23 – 2,886 – – – 2,886 103.50 131.80 – 01.02.27 31.07.27

1,699,807 533,728 61,364 891,621 – 2,172,171

The 2020 LTIP and DBP awards, which vested in 2023, have been updated to include dividend equivalent shares representing notional dividends paid during the performance

period up until the date of vesting. The Remuneration Committee has determined that the TSR and EPS elements of the 2021 LTIP awards will vest in full in June 2024 (see

page 104 for more information).

Executive directors are eligible to participate in the Group’s Sharesave Plan on the same basis as all other eligible employees. Alex Whitehouse and Duncan Leggett were

granted an award over 2,886 shares under the all-employee Sharesave Plan on 15 December 2023. An amount of £817 has been included within taxable benefits, which

represents the value of the 20% discount to the share price on the date of grant.

Premier Foods plc

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107

GOVERNANCE

Total shareholder return

The market price of a share in the Company on 28 March 2024 (the last trading day before the end of the financial period) was 149.4p;

the range during the financial period was 113.2p to 155.8p.

The graph shows the value, by 30 March 2024, of £100 invested in Premier Foods plc on 30 March 2014, compared with the value of

£100 invested in the FTSE Food Producers Index and FTSE 250 Index (excluding Investment Trusts) on the same date. The Committee

considers these to be the most appropriate comparator indices to assess the performance of the Group, given the Group’s position as

a FTSE 250 Food Producer. The other points plotted are the values at intervening financial year-ends.

100

150

200

250

Value(£) (rebased)

PremierFoods

FTSE 250(excludingInvestmentTrusts) FTSE Food Producers

30/03/2024

01/04/2023

02/04/2022

03/04/2021

28/03/2020

30/03/2019

31/03/2018

01/04/2017

02/04/2016

04/04/2015

30/03/2014

Chief Executive’s single figure for total remuneration (audited)

The table below shows the single figure for total remuneration and the annual bonus and LTIP vesting as a percentage of maximum

opportunity for the previous 10 financial periods.

Year CEO

Single figure for

total remuneration

Annual bonus as a

of maximum

LTIP vesting as a %

of maximum

FY23/24 Alex Whitehouse £2,422,852 100% 100%

FY22/23 Alex Whitehouse

£2,610,611 100% 100%

FY21/22 Alex Whitehouse £2,705,795 100% 100%

FY20/21 Alex Whitehouse £2,025,254 100% 100%

FY19/20 Alex Whitehouse

£742,575 81.5% 33.3%

FY19/20 Alastair Murray

£683,776 64.2% 33.3%

FY18/19 Alastair Murray £158,297 53.0% –

FY18/19 Gavin Darby £1,241,708 60.0% –

FY17/18 Gavin Darby £1,229,383 35.0% –

FY16/17 Gavin Darby £862,455 – –

FY15/16 Gavin Darby £1,750,933 57.0% –

FY14/15 Gavin Darby £1,736,749 23.4% –

Alex Whitehouse was appointed as CEO on 30 August 2019 and Alastair Murray stepped down as Acting CEO and Chief Financial Officer.

The figures for FY22/23 have been adjusted, in line with statutory reporting requirements, to reflect the actual value upon vesting of the LTIP award on 25 June 2023. Full

details of the single figure for total remuneration are set out on page 100.

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Annual Report for the 52 weeks ended 30 March 2024

108

Directors’ remuneration report continued

Percentage change in remuneration of directors and employees

For the purpose of this table, remuneration is defined as salary, benefits and annual bonus. Where directors have been appointed part

way through the prior financial year, comparative figures have been calculated using an annualised figure. Tania Howarth, Lorna Tilbian

and Roisin Donnelly were appointed as non-executive directors on 1 March, 1 April and 1 May 2022, respectively. Yuichiro Kogo does

not receive a fee. The increase in fees for Tim Elliott reflects his appointment as Audit Committee Chair during the year. The directors

are the only employees of the Company, so the average pay of colleagues in the wider Group has also been included for the purposes of

comparison.

Base salary % change Benefits % change Annual bonus % change

FY23/24 FY22/23 FY21/22 FY20/21 FY23/24 FY22/23 FY21/22 FY20/21 FY23/24 FY22/23 FY21/22 FY20/21

Executive

directors

Alex Whitehouse +5.0% +4.3% +3.2% +5.3% -2.9% +34.5% +0.2% -5.7% +26.1% +4.2% +1.5% +61.4%

Duncan Leggett +5.0% +11.7% +12.5% +12.7% +2.8% +21.8% -1.8% +4.5% +31.3% +11.7% +9.1% +33.1%

Non-executive

directors

Colin Day 0% +8.5% +0.8% 0% – – – – – – – –

Richard Hodgson 0% 0% 0% 0% – – – – – – – –

Roisin Donnelly 0% 0% – – – – – – – – – –

Tim Elliott +15.8% 0% 0% 0% – – – – – – – –

Tania Howarth 0% 0% 0% 0% – – – – – – – –

Helen Jones 0% +12.9% 0% 0% – – – – – – – –

Yuichiro Kogo – – – – – – – – – – – –

Lorna Tilbian 0% 0% – – – – – – – – – –

Former Directors

Simon Bentley

0% 0% 0% 0% – – – – – – – –

All Group

employees +3.4% +11.1% -0.8% +5.6% – – – – +38.2% -31.2% +40.7% +49.3%

The salary increase for colleagues not involved in collective bargaining in FY21/22 was 2%.

Simon Bentley resigned from the Board with effect from 12 July 2023.

Senior management and the wider workforce

The remit of the Committee includes oversight of remuneration for senior management (who are defined as the Group’s Executive

Leadership Team and Senior Leadership Team), as well as reviewing workforce remuneration and related policies, and the alignment of

incentives and rewards with culture. Remuneration for executive directors is set within the context of the Group’s remuneration policy

for the wider workforce. The key differences of quantum and structure in pay arrangements across the Group reflect the different scope

of roles and levels of accountability required for the role, and that executive directors and senior management have a much greater

emphasis on performance-based pay through the annual bonus and the LTIP.

Salaries for management grades are normally reviewed annually (currently in July each year) and take account of both business and

personal performance. Specific arrangements are in place at each site, which may be annual arrangements or form part of a longer-term

arrangement, and the Board is regularly updated on these arrangements.

Each year, the Committee reviews the level of salary increases for colleagues not involved in collective bargaining and reviews the annual

bonus plan for the general management population. Financial objectives for executive directors and the management population are

aligned and strategic objectives are cascaded down the management structure. Senior management participate in long-term incentive

arrangements, reflecting their contribution to Group performance and enhancing shareholder value. All colleagues are encouraged to

own shares in the Company via the Sharesave Plan and executive directors through our shareholding guidelines.

Premier Foods plc

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109

GOVERNANCE

CEO pay ratio

The table below sets out a comparison of the CEO’s total earnings as compared to the wider workforce, based on colleagues’ pay at the

25th percentile, median and 75th percentile. Premier Foods is a food manufacturing business employing around 4,000 colleagues, the

majority of whom are based at our manufacturing sites.

We apply the same reward principles for all colleagues – that overall remuneration should be competitive when compared to similar roles

in similar organisations. For manufacturing colleagues, we benchmark against the general pay conditions for similar roles in the relevant

local area, including other food manufacturers. For the CEO, we benchmark the specific experience, skills and responsibilities of the

individual, and the market rates for companies of comparable size and complexity (including factors such as turnover, market capital and

enterprise value). The key differences of quantum and structure in pay arrangements between the CEO and the majority of colleagues

reflect the different levels of overall accountability, responsibilities, skill and experience required for the role. The CEO’s pay has a much

greater emphasis on performance-based pay through the annual bonus and the LTIP. The ratios may, therefore, vary significantly year-on-

year, depending on bonus and LTIP outcomes.

Year Method 25th percentile Median

Pay ratio

75th percentile

FY23/24 B 89:1 69:1 47:1

FY22/23 B 79:1 75:1 61:1

FY21/22 B 93:1 78:1 61:1

FY20/21 B 82:1 61:1 49:1

FY19/20 A 60:1 49:1 35:1

FY23/24 Base salary £26,043 £25,728 £47,186

FY23/24 Total pay and benefits £27,227 £35,249 £51,225

The CEO single figure for total remuneration was £2,422,852 (FY22/23: £2,610,611), as set out on page 100 of this report. The single

figure for FY22/23 (and associated percentile ratios) has been adjusted, in line with statutory reporting requirements, to reflect the actual

value upon vesting of the 2020 LTIP award on 25 June 2023. The change in ratios from last year reflects that the colleague at the 25th

percentile did not receive overtime allowance, the colleague at the 75th percentile had a higher base salary, and the value attributed to

the CEO’s vesting LTIP award in FY23/24 was lower. The Committee confirms that the ratio is consistent with the Company’s wider policies

on employee pay, reward and progression.

The Group has calculated the ratio in line with the reporting regulations using method B, which uses the most recent hourly rate gender

pay gap information for all UK employees of the Company to identify three UK employees as the best equivalents. This uses data which

is already reported externally as part of the Group’s gender pay gap reporting. Due to the fact that the Group has a significant number of

part-time employees and a range of different weekly working hours and shift allowances at various sites, the calculation of comparable

full-time equivalents under method A was considered particularly complex. The results for this year were checked against colleagues’

pay at either side of the data points selected, to ensure the results were representative and the figures provided are considered to be

reflective of pay at the relevant sites where the colleagues are based. No adjustments or estimates have been used.

The workforce comparison is based on:

1. Payroll data as at 5 April 2023 for all colleagues, including part time colleagues and the CEO, but excluding non-executive directors.

2. Total pay comprising salary and taxable benefits (including shift allowance, overtime, car allowance and performance-related pay) as

at 30 March 2024. Employers’ pension contributions and bonus are not included in the data under the requirements of the gender

pay gap reporting, but have been included in the total pay and benefits figures for the three colleagues listed in the table above for

comparative purposes.

Gender pay gap reporting

Details of gender pay gap reporting are provided on page 188 and the full report is available on the Group’s website.

Payments for loss of office (audited)

There were no payments for loss of office in the year (FY22/23: £Nil).

Payments to former directors (audited)

There were no payments to former directors in the year (FY22/23: £Nil).

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Annual Report for the 52 weeks ended 30 March 2024

110

Directors’ remuneration report continued

Relative importance of spend on pay

The following table sets out the amounts and percentage change in total employee costs and distributions to shareholders (dividends and

share buybacks). The Company has recommended the payment of a final dividend of 1.728p per share for the financial period, subject to

shareholder approval at the AGM in July 2024, which represents a 20% increase on the prior year.

FY23/24 FY22/23

Increase/

Decrease

Total employee costs £212.1m £209.2m +1.4%

Distributions to shareholders £12.4m £10.3m +20.4%

Non-executive directors

Fees payable to non-executive directors are determined by the Board. The level of fee is set in the context of the time commitment and

responsibilities required by the role. As a result, additional fees are payable to the Chairs of the Audit and Remuneration Committees and

for the role of Senior Independent Director.

Non-executive directors (audited)

Single figure for the total remuneration received by each non-executive director for the financial periods ended 30 March 2024 and 1

April 2023.

FY23/24 FY22/23

Fees

£’000

Expenses

£’000

Total

£’000

Fees

£’000

Expenses

£’000

Total

£’000

Colin Day 235 3 238 235 2 237

Richard Hodgson 67 – 67 67 – 67

Roisin Donnelly

57 1 58 52 1 53

Tim Elliott 66 6 72 57 1 58

Tania Howarth 57 1 58 57 1 58

Helen Jones 68 – 68 64 – 64

Yuichiro Kogo

– – – – – –

Lorna Tilbian 57

4 61 57 1 58

Former directors:

Simon Bentley

20 – 20 70 – 70

Roisin Donnelly was appointed as a non-executive director on 1 May 2022. Simon Bentley retired as a director on 12 July 2023

Yuichiro Kogo was appointed pursuant to a relationship agreement with our largest shareholder and does not receive a fee for his role as a non-executive director.

Expenses relate to taxable travel costs in connection with the attendance at Board and Committee meetings during the year. The amounts in the table above include the

grossed-up cost of UK tax paid by the Company on behalf of the non-executive directors.

Simon Bentley resigned from the Board with effect from 12 July 2023.

Non-executive directors’ fees

The fees of our non-executive directors (NEDs) are set out below. No increases were awarded in FY23/24, see the ‘Statement of

implementation of the remuneration policy in FY24/25’ section for details of proposed increases to the Group Chair and NED fees in

FY24/25.

FY23/24 FY22/23

Increase/

Decrease

Group Chair’s fee £235,000 £235,000 –

Basic NED fee £57,000 £57,000 –

Additional remuneration:

Audit Committee Chair fee £13,000 £13,000 –

Remuneration Committee Chair fee £10,500 £10,500 –

Senior Independent Director fee £10,000 £10,000 –

Premier Foods plc

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GOVERNANCE

Directors’ terms of appointment

All non-executive directors have entered into letters of appointment/amendment as detailed in the table below. The appointments are

subject to the provisions of the Companies Act 2006 and the Company’s Articles. Terms of appointment are normally for three years or

until the date of the AGM immediately preceding the third anniversary of appointment. Non-executive directors’ continued appointments

are evaluated annually, based on their contributions and satisfactory performance. Following the expiry of a term of appointment, non-

executives may be reappointed for a further three-year period. The terms of appointment for Yuichiro Kogo are governed by the terms of

the relationship agreement between the Company and Nissin, our largest shareholder.

Director Date of original appointment

Expiry of current

appointment/amendment

letter Notice period

Alex Whitehouse 30 August 2019 – 6 months

Duncan Leggett 10 December 2019 – 6 months

Colin Day 30 August 2019 AGM 2025 3 months

Richard Hodgson 6 January 2015 AGM 2024 3 months

Roisin Donnelly 1 May 2022 AGM 2025 3 months

Tim Elliott 15 May 2020 AGM 2026 3 months

Tania Howarth 1 March 2022 AGM 2024 3 months

Helen Jones 15 May 2020 AGM 2026 3 months

Yuichiro Kogo 25 March 2021 – –

Lorna Tilbian 1 April 2022 AGM 2024 3 months

Non-executive directors’ interests in shares (audited)

NED

Ordinary shares owned

as at

30 March 2024

Ordinary shares owned

as at

1 April 2023

Colin Day 250,000 200,000

Richard Hodgson – –

Roisin Donnelly

45,651 45,651

Tim Elliott 15,000 10,000

Tania Howarth – –

Helen Jones 10,000 10,000

Yuichiro Kogo

– –

Lorna Tilbian – –

Former directors:

Simon Bentley

N/A –

Roisin Donnelly was appointed as a non-executive director on 1 May 2022. Simon Bentley retired as a director on 12 July 2023.

Yuichiro Kogo is a shareholder representative director appointed pursuant to a relationship agreement with Nissin, our largest shareholder.

There were no changes in directors’ share interests between year-end and 16 May 2024.

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Annual Report for the 52 weeks ended 30 March 2024

112

Directors’ remuneration report continued

Statement of implementation of the remuneration policy in FY24/25

Base salary and fees

Over the course of the year, the Committee has reviewed the approach to base salaries to ensure that they reflect the performance

of the Group and the individuals, and the increased size and complexity of the organisation, as outlined above. With this in mind, it is

proposed that the executive directors’ salaries are increased with effect from 1 July 2024, as follows:

Salary for

FY24/25

Salary as at

30 March

2024 Change

Alex Whitehouse £620,000 £562,275 +10.3%

Duncan Leggett £415,000 £385,875 +7.5%

The Committee recognises that these salary increases will be above the likely salary review for colleagues not involved in collective

bargaining, which is expected to be between 3% and 3.5%. These changes will position the CEO’s total maximum compensation package

just below the FTSE 250 median, and the CFO’s total maximum compensation package between the FTSE 250 lower quartile and median.

The Committee considers that this market positioning is an appropriate reflection of the increased size and complexity of the business,

the executive directors’ sustained excellent performance in role, and our improved positioning within the FTSE 250. Further context for

the salary increases is provided on page 97.

It is the Committee’s current intention that any increases next year will be in line with colleagues not involved in collective bargaining.

Group Chair and NED fees

Due to the increased size and complexity of the business, the Committee also reviewed the Group Chair and NED fees during the course

of the year and determined that an increase, in line with the salary review for colleagues not involved in collective bargaining in July

2024 (currently expected to be between 3% and 3.5%), is appropriate. In making this decision, the Board was mindful that the NED base

fee and fees for chairing a Committee have not been increased for well over 10 years, that the Senior Independent Director fee was last

increased in 2015, and that the Group Chair fee was last increased in 2022.

Benefits

Benefits for FY24/25 will be in line with the approved Remuneration Policy.

Pension

Pension entitlements for FY24/25 will be in line with the approved Remuneration Policy and on the same basis as that offered to the rest

of the workforce (currently a salary supplement of 7.5% of base salary up to an earnings cap).

Annual bonus

The Committee agreed that, for FY24/25, the financial targets would represent 70% of the total bonus opportunity. The performance

measures will be linked to the Group’s strategy to focus on revenue growth, cost efficiency and cash generation with the aim to deliver

the Group’s growth strategy. As with last year, the financial targets comprise Trading profit and operating cash flow goals. Trading profit is

a Group KPI (see page 26).

Non-financial objectives are focused on strategic opportunities to drive sales, generate cost savings and improve free cash flow in support

of the Group’s growth strategy. The element relating to ESG is aligned with the delivery of the Group’s ESG strategy, the Enriching Life Plan

(see pages 30 to 41 for more information). The Board considers the financial and non-financial targets to be commercially sensitive, but

has agreed that they will be disclosed as part of the performance assessment in next year’s Annual Report. The financial and non-financial

targets both contain Trading profit underpins.

There are no proposed changes to the maximum opportunities which will remain at 150% of salary for the CEO and 125% of salary for the

CFO. The Committee has set stretching targets for the FY24/25 performance period. One-third of any annual bonus awarded in respect of

FY24/25 will be deferred in shares for three years under the Deferred Bonus Plan.

Alex Whitehouse Duncan Leggett

Maximum opportunity as a % of salary 150% 125%

Performance measure Weighting Weighting

Financial objectives (subject to a Trading profit underpin)

Trading profit 50% 50%

Operating cash flow 20% 20%

70% 70%

Non-financial objectives (subject to a Trading profit underpin)

Strategic and Environmental, Social and Governance (ESG) 30% 30%

100% 100%

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GOVERNANCE

LTIP award for FY24/25

There are no proposed changes to the LTIP award levels which will remain at 200% of salary for the CEO and 150% of salary for the CFO.

For the FY24/25 award, the Committee proposes to use the same measures and weightings as for the FY23/24 LTIP award, i.e. relative

TSR (50%) and adjusted EPS (50%), which are aligned with the Group’s growth strategy to focus on revenue and profit growth, cost

efficiency, cash generation and investment in the business, in order to generate sustainable shareholder return over the medium-term.

The Committee believes that these measures are fully aligned with the interests of shareholders and that awards will only vest following

the achievement of stretching performance targets.

The TSR condition requires at least a median ranking to be achieved for 20% of this part of the award to vest, with full vesting taking

place for an upper quartile ranking against the constituents of the FTSE 250 Index (excluding investment trusts), which is considered an

appropriate index to use as the Company is now an established member of the FTSE 250 Index.

The adjusted EPS target is 14.2p, with a range of 13.7p at threshold to 14.8p at maximum, which represents a circa 11.0% increase on

the prior year’s targets. In setting these targets, the Committee took into account the Group’s five-year strategic plan and the impact of

the closure of the Charnwood business that was confirmed in March 2024. The Committee has set stretching targets for the three-year

performance period, to ensure that participants are motivated to deliver shareholder value without excessive risk-taking. In line with its

usual approach, the Committee will review performance in the round to ensure that final vesting outcomes reflect the broader business

and individual context in the period.

Basis of

award

Face value on

award date

Performance

period

Alex Whitehouse 200% £1,124,550 01.04.24 – 31.03.27

Duncan Leggett 150% £578,813 01.04.24 – 31.03.27

Targets

Performance measure Weighting

Below

threshold Threshold Target Stretch

Relative TSR¹ 50% < Median Median N/A Upper quartile

Adjusted EPS 50% < 13.7p 13.7p 14.2p 14.8p

% of relevant portion of award vesting

0% 20% 50% 100%

Measured against the constituents of the FTSE 250 Index (excluding investment trusts) around the start of the period.

Target EPS of 14.2p (at which 50% vests) with straight-line vesting between threshold and target and between target and stretch.

The Committee

Director Date of appointment to Committee

Helen Jones May 2020 (appointed Committee Chair July 2022)

Richard Hodgson December 2017

Tim Elliott May 2020

Roisin Donnelly April 2022

Details of the Committee meeting attendance is set out on page 80. I was appointed as Chair of the Remuneration Committee on 20 July

2022, having served as a member of the Remuneration Committee for two years. Throughout the financial period, all members of the

Committee have been independent. In addition, the Group Chair, CEO, HR Director and the remuneration advisers attended Committee

meetings by invitation. In accordance with the Committee’s terms of reference, no one attending a Committee meeting may participate

in discussions relating to his/her own terms and conditions of service or remuneration. Over the course of the year, the Committee held

four scheduled meetings.

Role of the Remuneration Committee

The Committee has been delegated authority by the Board to: approve the overall design of the Remuneration Policy for executive

directors and senior management; to agree the terms of employment (including recruitment and termination terms) of executive

directors; approve the design of all share incentive plans; recommend appropriate performance measures and targets for the variable

element of remuneration packages; and determine the extent to which performance targets have been achieved. The Committee’s remit

has also been extended to review the remuneration arrangements for the wider workforce and to ensure there is alignment between the

Group’s remuneration arrangements and culture.

The key activities of the Committee during the financial period were as follows:

• Assessed and confirmed the final performance testing of the FY22/23 Annual Bonus and 2020 LTIP Award;

• Reviewed the FY23/24 salary increase for all colleagues not involved in collective bargaining, including executive directors and the ELT;

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Annual Report for the 52 weeks ended 30 March 2024

114

Directors’ remuneration report continued

• Reviewed and recommended executive directors’ and senior managers’ annual bonuses in respect of the financial period, and set the

targets for the FY23/24 annual bonus, ensuring they were aligned with the strategic objectives of the Group;

• Granted the 2023 awards under the Company’s all-employee Sharesave plan and monitored colleague participation;

• Granted the 2023 awards under the Company’s executive share plans to executive directors and senior managers and agreed the

targets for awards due to be made in 2024, ensuring they are aligned with the strategic objectives of the Group;

• Reviewed shareholder feedback and the voting results for the 2023 Directors’ remuneration report and Directors’ Remuneration

Policy at the 2023 AGM;

• Undertook an annual review of remuneration arrangements for executive directors;

• Reviewed remuneration arrangements for the ELT to ensure they remain competitive and continue to support the Group’s evolving

strategy, and aid the retention and recruitment of senior management;

• Together with the Board, received regular updates on the remuneration arrangements for the wider workforce, the ongoing impact

of the inflationary environment on colleagues, site pay negotiations, and the options to extend long-term incentive arrangements for

management below the ELT;

• Considered the results of the Committee’s evaluation and the action plan for the coming year; and

• Reviewed and discussed developments in best practice in order to keep the Committee up to date with current market practice.

Committee evaluation

As part of the internal Board evaluation exercise conducted during the year (see pages 82 and 83 for more information), a review of the

Committee’s effectiveness was also undertaken. The review included the management of meetings, quality of papers and presentations,

an assessment of overall remuneration strategy and whether it supported the delivery of the Group and ESG strategies, the Committee’s

understanding of remuneration arrangements for the wider workforce and the views of key stakeholders. It was confirmed that the

Committee remained effective and an action plan for the coming year was agreed. A review was also undertaken of the performance of

the Committee’s adviser, and it was confirmed that they had performed effectively in supporting the Committee over the period.

Advisers

Following a tender exercise undertaken in 2020, Deloitte LLP (‘Deloitte’) was appointed as adviser by the Committee in January 2021.

The Deloitte engagement team have no other connection with the Group or its directors that is considered to impair their independence.

Deloitte did not provide any other services to the Group in the year. Deloitte is a founding member of the Remuneration Consultants

Group and, as such, adheres to its Code of Conduct. The Committee is satisfied that the advice received from Deloitte is objective and

independent. During the financial period, Deloitte received fees of £64,000 (FY22/23: £88,250) on a time and material basis, in respect of

their advice to the Committee.

External appointments

The Board is open to executive directors who wish to take on a non-executive directorship with a publicly quoted company in order to

broaden their experience. Executives may be entitled to retain any fees they receive. However, any such appointment would be reviewed

by the Board on a case-by-case basis. The current executive directors do not hold any external appointments with publicly quoted

companies.

Statement of voting at the Annual General Meeting

The details of the voting on the resolutions at the AGM held on 20 July 2023 are set out below (full details of the voting results for each

resolution are available on the Group’s website: www.premierfoods.co.uk).

Approval of

Directors’

Remuneration

Report FY22/23

% of votes

cast

Approval of the

current Directors’

Remuneration

Policy

% of votes

cast

Date of AGM 20 July 2023 20 July 2023

Votes for 717,755,279 98.28% 702,864,358 96.24%

Votes against 12,587,600 1.72% 27,460,333 3.76%

Total votes cast 730,342,879 100% 730,324,691 100%

Votes withheld 75,353 93,541

The Directors’ Remuneration Report was approved by the Board on 16 May 2024 and signed on its behalf by:

Helen Jones

Remuneration Committee Chair

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GOVERNANCE

Directors’ report

The directors’ report consists of pages 08 to 119 and has been drawn up and presented

in accordance with, and in reliance upon, applicable English company law, and the

liabilities of directors in connection with that report shall be subject to the limitations and

restrictions provided by such law. In the directors’ report, references to the ‘Company’ are

in reference to Premier Foods plc, and references to the ‘Group’ or ‘Premier Foods’, are

references to Premier Foods plc and its subsidiaries.

The Directors’ report is covered on pages 116 to 119, as well as in the following sections of

this Annual Report:

Item Location

Financial risk management Note 19 to the financial statements

Current Board membership Pages 76 and 77

Governance report Pages 73 to 119

Strategic report Pages 9 to 72

Risk management and viability statement Pages 63 to 72

Employee engagement Pages 10 and 11 and pages 40 and 41

Directors’ remuneration report Pages 96 to 115

Share capital Note 23 of the Financial statements

Greenhouse gas emissions Pages 54 and 55

Enriching Life Plan Pages 30 to 41

Enriching Life Plan disclosure Tables Pages 182 to 189

The following information, required by Listing Rule 9.8.R, is also incorporated into the

directors’ report: Details of long-term incentive plans – see director’s remuneration report

on pages 104 and 105.

Profit and dividends

The profit before tax for the financial year

was £151.4m (FY22/23: profit of £112.4m).

The Board has adopted a progressive

dividend policy and the directors have

proposed a final dividend of 1.728 pence

per share for the financial period ended

30 March 2024 (FY22/23: 1.44 pence),

representing a 20% increase on the prior

year. Subject to shareholder approval, the

final dividend will be payable on 26 July

2024 to shareholders on the register at the

close of business on 28 June 2024.

Research and development

Applied research and development

work continues to be directed towards

the introduction of new and improved

products; the application of new

technology to reduce unit and operating

costs; and to improve service to customers.

Total research and development spend

(including capitalised development costs)

was £16.3m (FY22/23: £14.6m).

Branches

Certain of the Group’s activities are

operated through overseas branches,

which are established in a number of

countries and are subject to the laws and

regulations of those jurisdictions.

Share capital information

The Company’s issued share capital, as at

30 March 2024, comprised 868,795,815

ordinary shares of 10p each. During the

period, 697,605 ordinary shares were

allotted to satisfy the vesting of awards

made under the all-employee Sharesave

Scheme and details of the movements

can be found in note 23 on pages 169 to

171. All of the ordinary shares rank equally

with respect to voting rights and the rights

to receive dividends and distributions

on winding up. In accordance with the

Articles, there are no restrictions on share

transfers, limitations on the holding of any

class of shares or any requirement for prior

approval of any transfer with the exception

of certain officers and employees of the

Company, who are required to seek prior

approval to deal in the shares of the

Company, and are prohibited from any

such dealing during certain periods under

the requirements of the Market Abuse

Regulation.

Colleagues who hold shares under the

Premier Foods plc Share Incentive Plan

may instruct the trustee to vote on their

behalf in respect of any general meeting.

The directors were granted authority at

the 2023 AGM to allot relevant securities

under two separate resolutions: (i) up

to one-third of the Company’s issued

share capital; and (ii) up to two-thirds

of the Company’s issued share capital

in connection with a rights issue. This

authority will apply until the conclusion

of the 2024 AGM. A similar authority will

be sought from shareholders at the 2024

AGM. The Company does not currently

have authority to purchase its own shares,

and no such authority is being sought at

the 2024 AGM.

Significant contracts – change

of control

The Company has various borrowing

arrangements, including a revolving

credit facility and Senior Secured

notes. These arrangements include

customary provisions that may require

any outstanding borrowings to be

repaid and any outstanding notes to be

repurchased upon a change of control of

the Company. In addition, the Cadbury

licensing agreement also includes a

change of control provision, which could

result in the agreement being terminated

or renegotiated if the Company were to

undergo a change of control in certain

limited circumstances.

The Company’s executive and all-employee

share plans contain provisions, as a result

of which options and awards may vest and

become exercisable on a change of control

in accordance with the plan rules.

Articles of association

The Company’s Articles (which are

available on the Group’s website www.

premierfoods.co.uk) may only be amended

by a special resolution at a general

meeting. Subject to the provisions of the

statutes, the Company’s Articles, and any

directions given by special resolution, the

directors may exercise all the powers of

the Company.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

116

Other statutory information

Substantial shareholdings

Information provided to the Company pursuant to the Financial Conduct Authority’s (FCA)

Disclosure and Transparency Rules (DTRs) is published on a Regulatory Information Service

and on the Company’s website. As at 30 March 2024, the Company has been notified of

the following interests of 3% or more in the Company:

Principle

No. of

ordinary

% of share

capital

Nissin Foods Holdings Co., Ltd. 210,836,846 24.43

Kempen Capital Management N.V. 69,531,163 8.00

JPMorgan Asset Management Holdings Inc.

44,559,230 5.22

M&G Plc 34,916,779 4.05

Held in the form of shares and as a total return swap.

For the period 1 April 2024 up to and including 15 May 2024 (the latest practicable date

for inclusion in this report), there have been no further notifications pursuant to DTR 5.

Powers of directors

The powers of the directors are set out

in the Company’s Articles of Association

and may be amended by way of a special

resolution of the Company.

Board composition and appointments

As at the date of this report, the Board

is comprised of two executive directors,

seven independent non-executive directors

and one non-independent non-executive

director. These directors were in office

throughout FY23/24 and the details of

these directors can be found on pages 76

and 77. On 12 July 2023, it was announced

that Simon Bentley would step down as an

independent non-executive director, with

immediate effect.

The Board has the power to appoint

one or more additional directors. Under

the Articles, any such director holds

office until the next AGM when they are

eligible for election. Shareholders may

appoint, reappoint or remove directors

by an ordinary resolution. In addition, the

appointment of Yuichiro Kogo is subject to

the terms of the Shareholder Relationship

Agreement (see Conflicts of interest on

page 80).

Directors’ and officers’ liability

insurance

This insurance covers the directors and

officers against the costs of defending

themselves in civil proceedings taken

against them in their capacity as a director

or officer of the Company and in respect of

damages resulting from the unsuccessful

defence of any proceedings.

Access to external advice

Directors are allowed to take independent

professional advice in the course of their

duties. In addition, all directors have access

to the advice and services of the Company

Secretary. If any director were to have a

concern over any unresolved business

issue following professional advice, they

are entitled to require the Company

Secretary to minute that concern. Should

they later resign over a concern, non-

executive directors are asked to provide

a written statement to the Chair for

circulation to the Board.

Political donations

The Company’s policy is not to make

political donations and no such donations

were made in the financial period.

Employment of people with

disabilities

It is our policy to give full and fair

consideration to applications for

employment received from people

with disabilities, having regard to their

particular aptitudes and abilities. Wherever

possible, we will continue the employment

of, and arrange appropriate training for,

employees who have become disabled

during the period of their employment.

We provide the same opportunities

for training, career development and

promotion for people with disabilities as

for other colleagues.

Stakeholder engagement

Details of engagement with key

stakeholders is provided on pages 84 to 87.

Colleague engagement

The Board and its committees receive

regular updates on workforce matters,

which include:

• Updates on key issues raised at

Premier Voice Forums, which have

been established at sites across the

business;

• Site-based pay negotiations;

• Results of biennial employee

engagement exercises and action plans

to address the issues raised; and

• All employee share schemes.

Additional feedback mechanisms, via

the Board’s Remuneration and Audit

Committees, include:

• Understanding of remuneration

arrangements for the workforce across

the business;

• Updates on the management bonus

scheme and pay arrangements for

colleagues across the business; and

• Periodic reporting of issues raised

via the Company’s confidential

whistleblowing helpline and

management’s response to them.

Further information on how we have

engaged with employees during the

financial period can be found in the

following sections:

• Workforce Engagement NED: page 79.

• Engaging with our stakeholders and

Section 172(1) statement: pages

84 to 87.

Colleague communication

We continue to place a high degree of

importance on communicating with

colleagues, at all levels of the organisation,

which is facilitated further by investment

in this area, with large digital news screens

at every site, our mobile-enabled intranet,

a fortnightly news round-up email and

posters.

We also video stream our colleague

briefing sessions directly to all sites, in

addition to cascading it through local

briefings. We believe it is important to

hear views from our colleagues in order to

understand how the working environment

can be improved. In our manufacturing

sites, we have constructive relationships

with our Trade Union colleagues, while at

head office, we run ‘Listening Groups’ and

‘Lunch and Learn’ events.

Premier Foods plc

www.premierfoods.co.uk

117

GOVERNANCE

Anti-corruption and anti-bribery

The Group has in place an Anti-Bribery and

Corruption Policy which provides guidance

for complying with anti-corruption laws.

These are circulated to graded managers

and those who operate in commercial

roles, together with formal training and

annual refreshers. Training covers, amongst

other things, guidance on dealings with

third parties, facilitation payments, gifts

and hospitality, and charitable and political

donations. We do not tolerate any form

of bribery or corruption and expect all

colleagues, business partners, suppliers,

contractors, joint venture partners,

customers, agents, distributors and other

representatives to act in accordance with

all laws and applicable Group policies. The

current Anti-Bribery and Corruption Policy

was approved by the Audit Committee in

March 2024 and a summary is available on

the Group’s website.

Code of conduct and

whistleblowing helpline

The Group is committed to ensuring that

everyone who comes into contact with

the business is treated with respect, and

that their health, safety and basic human

rights are protected and promoted. The

Board has approved a code of conduct,

which sets out the standards of behaviour

all employees are expected to follow,

and provides useful guidance to help

colleagues when it comes to doing the

right thing. The code was introduced in

2012 and is updated and reissued on

a periodic basis. A copy of the code is

included in the induction pack for new

joiners and is available on the Group’s

intranet and corporate website. The code

is made up of 10 key elements, including:

acting honestly and complying with the

law; competing fairly; food safety; and

treating people fairly.

We also have a confidential whistleblowing

call line to enable anyone who comes

into contact with our business (whether

colleagues, contractors, agency workers,

customers, suppliers or distributors),

to raise any concerns they have, which

cannot be dealt with through the

normal channels. Calls logged with the

whistleblowing service are followed up

promptly by the appropriate person

within the business and the issues

raised, and management’s response,

are reviewed by the Audit Committee.

The Audit Committee also reviews the

whistleblowing service, annually, and

arranges for it to be refreshed and

communicated to sites.

Modern slavery

We are committed to tackling all forms

of hidden labour exploitation, including

slavery and human trafficking, and we

ensure that all new members of the

Procurement team receive specific

training on modern slavery and trafficking

as part of their induction. The training

utilises both internal and external training

resource materials and is tailored to raise

awareness of the issues around modern

slavery in supply chains and to empower

team members to recognise and respond

to indicators of human rights abuse. Our

Modern Slavery Statement is reviewed and

approved by the Board on an annual basis

and is available to view on the Group’s

website.

Financial risk management

Details relating to financial risk

management in relation to the use of

financial instruments by the Group,

can be found in note 19 of the financial

statements.

Going concern and Viability

Statement

The directors have a reasonable

expectation that the Company and Group

have adequate resources to continue in

operational existence for the at least the

next 12 months and, therefore, continue to

adopt the going concern basis in preparing

the consolidated financial statements.

Further information on the basis of

preparation is set out in note 2.1 on pages

133 and 134. The Company’s Viability

Statement, where the directors confirm

that they have a reasonable expectation

that the Group will be able to continue in

operation and meet its liabilities as they

fall due over the five-year period to 31

March 2029, is set out on pages 71 and 72.

Related parties

Details on related parties can be found in

note 27 on pages 171 and 172.

Subsequent events

Details relating to subsequent events can

be found in note 30 on page 175.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

118

Other statutory information continued

The directors are responsible for preparing

the Annual Report for the 52 weeks

ended 30 March 2024 and the financial

statements in accordance with applicable

law and regulation.

Company law requires the directors to

prepare financial statements for each

financial year. Under that law, the directors

have prepared the Group financial

statements in accordance with UK-adopted

international accounting standards and

the Company financial statements in

accordance with United Kingdom Generally

Accepted Accounting Practice (United

Kingdom Accounting Standards, comprising

FRS 101 ‘Reduced Disclosure Framework’

and applicable law).

Under company law, directors must not

approve the financial statements unless

they are satisfied that they give a true and

fair view of the state of affairs of the Group

and Company and of the profit or loss of

the Group for that period. In preparing

the financial statements, the directors are

required to:

• select suitable accounting policies and

then apply them consistently;

• state whether applicable UK-adopted

international accounting standards

have been followed for the Group

financial statements and United

Kingdom Accounting Standards,

comprising FRS 101 have been

followed for the Company financial

statements, subject to any material

departures disclosed and explained in

the financial statements;

• make judgements and accounting

estimates that are reasonable and

prudent; and

• prepare the financial statements on

the going concern basis unless it is

inappropriate to presume that the

Group and Company will continue in

business.

The directors are responsible for

safeguarding the assets of the Group and

Company and hence for taking reasonable

steps for the prevention and detection of

fraud and other irregularities.

The directors are also responsible for

keeping adequate accounting records that

are sufficient to show and explain the

Group’s and Company’s transactions and

disclose with reasonable accuracy at any

time the financial position of the Group

and Company and enable them to ensure

that the financial statements and the

Directors’ Remuneration Report comply

with the Companies Act 2006.

The directors are responsible for the

maintenance and integrity of the

Company’s website. Legislation in

the United Kingdom, governing the

preparation and dissemination of financial

statements, may differ from legislation in

other jurisdictions.

Directors’ confirmations

The directors consider that the Annual

Report for the 52 weeks ended 30 March

2024 and accounts, taken as a whole, is

fair, balanced and understandable and

provides the information necessary for

shareholders to assess the Group’s and

Company’s position and performance,

business model and strategy.

Each of the directors, whose names

and functions are listed in the Board of

directors section, confirm that, to the best

of their knowledge:

• the Group financial statements, which

have been prepared in accordance

with UK-adopted international

accounting standards, give a true

and fair view of the assets, liabilities,

financial position and profit of

the Group;

• the Company financial statements,

which have been prepared in

accordance with United Kingdom

Accounting Standards, comprising FRS

101, give a true and fair view of the

assets, liabilities and financial position

of the Company; and

• the strategic report includes a fair

review of the development and

performance of the business and the

position of the Group and Company,

together with a description of the

principal risks and uncertainties that

it faces.

In the case of each director in office at the

date the directors’ report is approved:

• so far as the director is aware, there is

no relevant audit information of which

the Group’s and Company’s auditors

are unaware; and

• they have taken all the steps that they

ought to have taken as a director in

order to make themselves aware of

any relevant audit information and

to establish that the Group’s and

Company’s auditors are aware of that

information.

Independent auditors

PricewaterhouseCoopers LLP (‘PwC’) has

indicated its willingness to be appointed

as auditors of the Company. Upon

recommendation of the Audit Committee,

the appointment of PwC and the setting of

its remuneration will be proposed at the

2024 AGM.

The directors’ report was approved by the

Board on 16 May 2024 and signed on its

behalf by:

Simon Rose

General Counsel and Company Secretary

companysecretary@premierfoods.co.uk

Premier Foods plc

www.premierfoods.co.uk

119

GOVERNANCE

Statement of directors’ responsibilities

In respect of the financial statements

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

120

Financial

Statements

Independent auditors’ report

to the members of Premier

Foods plc 121

Consolidated financial

statements 129

Notes to the consolidated

financial statements 133

Company financial statements 176

Notes to the Company

financial statements 178

Enriching Life Plan

disclosure tables 182

Additional information 190

Report on the audit of the financial statements

Opinion

In our opinion:

• Premier Foods plc’s Group financial statements and Company

financial statements (the “financial statements”) give a true

and fair view of the state of the Group’s and of the Company’s

affairs as at 30 March 2024 and of the Group’s profit and the

Group’s cash flows for the 52 week period then ended;

• the Group financial statements have been properly prepared

in accordance with UK-adopted international accounting

standards as applied in accordance with the provisions of the

Companies Act 2006;

• the Company financial statements have been properly

prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting

Standards, including FRS 101 “Reduced Disclosure Framework”,

and applicable law); and

• the financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the

Annual Report for the 52 weeks ended 30 March 2024 (the

“Annual Report”), which comprise: the Consolidated and Company

balance sheets as at 30 March 2024; the Consolidated statement

of profit or loss, the Consolidated statement of comprehensive

income, the Consolidated statement of cash flows, the

Consolidated and Company statements of changes in equity for

the period then ended; and the notes to the financial statements,

which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit

Committee.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.

Our responsibilities under ISAs (UK) are further described in the

Auditors’ 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 remained independent of the Group in accordance with

the ethical requirements that are relevant to our audit of the

financial statements in the UK, which includes the FRC’s Ethical

Standard, as applicable to listed public interest entities, and we

have fulfilled our other ethical responsibilities in accordance with

these requirements.

To the best of our knowledge and belief, we declare that

non-audit services prohibited by the FRC’s Ethical Standard were

not provided.

Other than those disclosed in note 5.2 to the consolidated financial

statements, we have provided no non-audit services to the

Company or its controlled undertakings in the period under audit.

Our audit approach

Overview

Audit scope

• Audit procedures provide coverage of 99% of revenue and 99%

of absolute profit before tax.

• Audit procedures performed over 5 full scope components.

• Financially significant components were Premier Foods Group

Limited and Premier Foods Group Services Limited.

Key audit matters

• Valuation of pension liabilities and complex pension assets

(Group)

• Accounting for commercial arrangements (Group)

• Valuation of the brand intangible asset recognised on

acquisition of FUEL 10K Limited (Group)

• Recoverability of investment in group undertakings (Company)

Materiality

• Overall Group materiality: £7,575,000 (2023: £5,650,000)

based on approximately 5% of profit before taxation.

• Overall Company materiality: £5,310,000 (2023: £3,000,000)

based on 1% of total assets.

• Performance materiality: £5,600,000 (2023: £4,237,000)

(Group) and £3,982,500 (2023: £2,250,000) (Company).

The scope of our audit

As part of designing our audit, we determined materiality

and assessed the risks of material misstatement in the

financial statements.

Premier Foods plc

www.premierfoods.co.uk

121

FINANCIALS

Independent auditors’ report

to the members of Premier Foods plc

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)

identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the

audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures

thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Valuation of pension liabilities and complex pension assets (Group)

Refer to Notes 2.15 and 3.1 of the consolidated financial

statements for disclosures of related accounting policies,

judgements and estimates and Note 14 to the financial

statements.

The Group operates a number of defined benefit pension

schemes which, combined, have a total net defined benefit

pension surplus of £601.5m, comprising gross assets of

£3,565.0m and gross liabilities of £2,963.5m. The most

significant schemes held are the “RHM” schemes which have a

net retirement benefit surplus of £799.2m and the “Premier”

schemes with a net retirement benefit obligation of £197.7m at

30 March 2024.

Valuation of the liabilities requires significant levels of judgement

and technical expertise in determining the appropriate

assumptions to measure it. Changes in assumptions (including

the discount rate, inflation rates and mortality rates) can have

a material impact on the calculation of the liabilities either

individually or in combination. Management uses independent

actuaries to prepare the period end valuation under International

Accounting Standard 19, ‘Employee benefits’ (“IAS 19”).

Included within the RHM and Premier scheme assets are more

complex funds totalling £1,627.4m. Within these complex funds

are assets totalling £363.8m for which the most recent valuation

is at a date earlier than 30 March 2024. This is due to the time

required to finalise the valuation of the underlying assets. The

assets held by these funds do not have a quoted price and are

less liquid in nature, meaning the valuation is based on estimates

and judgements applied by the investment managers who

prepare the fund values recognised by the Schemes.

We focussed on the reasonableness of the key assumptions,

including the discount rate, inflation rates and mortality rates,

used in the calculation of the RHM and Premier defined benefit

liabilities and the valuation of complex assets held by the RHM

and Premier schemes.

We obtained an understanding of the pensions process

and assessed the Group’s design and implementation of

controls covering the asset and liability valuations, including

complementary user entity controls in place where service

organisations are used.

We involved our specialists in our assessment of the

reasonableness of actuarial assumptions and the overall defined

benefit pension liability calculations by comparing the key

assumptions, including the discount rate, inflation rates and

mortality rates, to benchmark ranges, performing sensitivity

analysis, checking whether methods had been consistently

applied and are reasonable, and assessing the impact of the

assumptions in combination with one another. We agreed that

the assumptions used and the methodology applied in the

defined benefit pension schemes valuations were reasonable.

We obtained external confirmations directly from the investment

managers to provide evidence of the existence and valuation of

pension assets as at 30 March 2024. In order to test the valuation

of the complex and illiquid assets, including those complex and

illiquid assets where only a lagged valuation was available, we

obtained a range of supporting evidence as available, including

recent transaction prices, audited fund financial statements

and fund control reports, to assess whether the value provided

was reliable and appropriate. We did not identify any material

misstatements from this testing. Specifically for those assets

with lagged valuations, we performed additional procedures

which included reviewing management’s assessment of both

a comparison of the valuations to indexed movements and a

lookback test to assess the reasonableness of historic estimates

against subsequent actual valuations. We noted no material

exceptions from these procedures.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

122

Independent auditors’ report continued

to the members of Premier Foods plc

Key audit matter How our audit addressed the key audit matter

Accounting for commercial arrangements (Group)

Refer to Notes 2.3(ii) and 3.3 of the consolidated financial

statements for disclosures of the related accounting policies,

judgements and estimates and Note 18 to the financial

statements.

The Group has various types of commercial arrangements

in place with customers, offering a range of promotions

and discounts.

These arrangements vary in nature. Some of the arrangements

are subject to a higher degree of estimation, for instance when

it is dependent on the customer achieving a growth target or

the contract period is not coterminous with the Group’s financial

period. This requires management to recognise an estimate

of the accrual related to in-period promotional activity which

remains unsettled at the Group’s period end. The unsettled

liability from all commercial arrangements at 30 March 2024 was

£74.3m.

At the period end, for those arrangements subject to a higher

degree of estimation, there is a risk related to uncertainty arising

from the accuracy of estimated sales volumes attributable to

each arrangement or estimation of the final expected settlement,

which could vary based on subsequent commercial negotiations.

Additionally, there is a risk that these arrangements are not

completely accounted for which would result in revenue being

misstated as revenue is recognised net of the outflows from

these arrangements.

We obtained an understanding of the processes for accounting

for commercial arrangements and assessed the design and

implementation of the corresponding controls. We obtained an

understanding of the different types of arrangements in place

with customers, including the nature of the agreements and the

level of estimation involved in accounting for each.

For a sample of those commercial arrangements subject to

a higher degree of estimation, we traced the nature of the

arrangements to supporting documentation such as contracts,

correspondence with customers, and to invoices and settlements

as appropriate. We also evaluated the accuracy of the period

end commercial accruals balance by considering the precision

of amounts accrued compared to amounts actually settled from

promotional activity across the period. We found no material

misstatements from our testing.

We also performed flux analyses over the commercial accruals

balance for i) one month post period end (comparing the balance

at 30 April 2024 to the balance at 30 March 2024) and ii) period

on period (comparing the period end balance at FY24 to the prior

FY23 period end) with a view to corroborating the completeness

of the commercial arrangements recognised and any significant

variances that required investigation. We did not identify any

significant variances from our work.

To assess the completeness of the accounting for commercial

arrangements, including the period end promotions accrued,

we performed customer store visits and checked online vendors

in the week prior to the balance sheet date with a sample of

those products found to be on promotion traced to the Group’s

accounting records without exception.

Premier Foods plc

www.premierfoods.co.uk

123

FINANCIALS

Key audit matter How our audit addressed the key audit matter

Valuation of the brand intangible asset recognised on acquisition of FUEL 10K Limited (Group)

Refer to Notes 2.19 and 3.4 of the consolidated financial

statements for disclosures of the related accounting policies,

judgements and estimates and Note 28 to the financial

statements.

The Group completed the acquisition of FUEL 10K on 29 October

2023 for a total consideration of £36.2m, which includes an initial

cash consideration of £29.6m, and an estimated performance

linked consideration (at present value) of £6.6m at the date

of acquisition.

An intangible asset of £14.4m relating to the FUEL 10K Limited

brand was recognised as a fair value adjustment on acquisition.

The calculation of the brand fair value is subjective due to

the inherent uncertainty involved in certain key assumptions

underpinning the valuation, including revenue projections, the

discount rate and royalty rate. Changes in assumptions could

result in a materially different brand intangible asset value being

recognised and a corresponding increase or decrease in the value

of the residual goodwill recognised.

We performed audit procedures over the identification of the

brand intangible asset acquired and its valuation. We involved

our valuation specialists in our audit of the valuation of the

brand intangible asset acquired, including an assessment of the

appropriateness of the valuation model used and an assessment

of the reasonableness of the discount and royalty rates used in

the model.

We checked the revenue forecasts used in the valuation of the

brand intangible asset were consistent with the Board-approved

plan, and considered the reasonableness of revenue growth

assumptions in relation to recent trading post-acquisition.

We also considered the consistency of the FUEL 10K Limited

revenue forecasts that were used in the brand intangible asset

valuation model against those forecast cash flows used in other

asset impairment models prepared at the period end, including

those applied in management’s calculations for the Company’s

investment in group undertakings impairment assessment

referred to below.

We found that the valuation method used and the judgements

and estimates applied in the revenue forecasts, discount rate and

royalty rate used in the valuation of the brand intangible asset

acquired to be reasonable.

Recoverability of investment in group undertakings (Company)

Refer to Notes 1 and 2 of the Company financial statements for

disclosures of the related accounting policies, judgements and

estimates and Note 4 to the financial statements.

The Company held an investment in group undertakings of

£1,120.6m at 30 March 2024.

The assessment of the recoverability of this asset included

determining whether any impairment indicators had arisen

that triggered the need for a formal impairment assessment.

Management determined the existence of an impairment

indicator and therefore completed a formal impairment

assessment, which required the application of management

judgement and estimation.

Management’s assessment concluded that the recoverable

amount of the investment, supported by the value in use model,

exceeded the Company’s carrying value of the investment in

group undertakings.

In response to management’s formal impairment assessment, a

discounted cash flow model was prepared to determine the value

in use of the Group. We have assessed the consistency of the

cash flow forecasts with the Board approved five year plan and

considered the reasonableness of key assumptions in relation to

recent trading and market outlook. We also challenged the extent

to which climate change considerations had been reflected, as

appropriate, in the cash flow forecasts.

We found that the forecasts had been completed on a basis

consistent with prior years and were an appropriate basis upon

which management could base their conclusions. We evaluated

the historical accuracy of the cash flow forecasts and found these

to be reasonable. We compared certain key market assumptions

within the forecasts to available industry research data,

specifically in relation to revenue growth, which supported the

assumptions made.

We evaluated the appropriateness of management’s value in use

model, including agreeing amounts to supporting evidence and

checking mathematical accuracy of calculations, and engaging

our valuations specialists to evaluate the reasonableness of the

discount rate and long-term growth rate assumptions applied and

found the model to be prepared on an appropriate basis.

We further considered that the Group’s market capitalisation

exceeds the carrying value of the Company’s investment in group

undertakings providing corroboratory evidence to management’s

conclusion that there is no impairment.

Based on our procedures performed we concurred with

management’s conclusion that the carrying value of the

Company’s investment in group undertakings is recoverable.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

124

Independent auditors’ report continued

to the members of Premier Foods plc

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed

enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure of the

Group and the Company, the accounting processes and controls,

and the industry in which they operate.

As set out in note 4 ‘Segmental analysis’, the Group has two

reportable segments: ‘Grocery’ (which includes the grocery and

international divisions) and ‘Sweet Treats’. The Group’s financial

statements are a consolidation of reporting units, being holding

companies, intermediate holding companies and operating

companies of which the majority are in the United Kingdom. Two

reporting units, being Premier Foods Group Limited and Premier

Foods Group Services Limited, account for a significant portion of

the Group’s results. We accordingly focused our work on these two

reporting units, which were subject to audits of their complete

financial information. In addition, to increase our coverage of the

Group’s balance sheet we performed full scope audit procedures

at an additional three reporting units all located in the UK. Our in

scope components accounted for 99% of the Group’s revenue and

99% of the Group’s absolute profit before taxation.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to

understand the process management has adopted to assess

the extent of the potential impact of climate risk on the Group’s

financial statements and support the disclosures made within

the Taskforce on Climate-related Financial Disclosures (TCFD).

In addition to enquiries with management, we also understood

the governance processes in place to assess climate risk. We

challenged the completeness of management’s climate risk

assessment by comparing this to assessments performed by

other groups for completeness and reading the Group’s website/

communications to ensure details of climate related impacts

communicated to shareholders have been included. Management

considers that climate risk does not give rise to a potential

material financial statement impact. We considered impairment

of non-current assets, especially impairment of goodwill and

intangible assets, as the area to potentially be materially impacted

by climate risk and consequently we focused our audit work

in this area. To respond to the audit risks identified in this area

we tailored our audit approach to address these, in particular,

we challenged management on how the impact of climate

commitments made by the Group would impact the assumptions

within the discounted cash flow models prepared by management

that are used in the Group’s impairment assessment. We also

considered the consistency of the disclosures in relation to climate

change (including the disclosures in the TCFD section) within the

Annual Report with the financial statements and our knowledge

obtained from our audit. Our procedures did not identify any

material impact in the context of our audit of the financial

statements as a whole, or our key audit matters for the period

ended 30 March 2024.

Materiality

The scope of our audit was influenced by our application of

materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us

to determine the scope of our audit and the nature, timing

and extent of our audit procedures on the individual financial

statement line items and disclosures and in evaluating the effect of

misstatements, both individually and in aggregate on the financial

statements as a whole.

Based on our professional judgement, we determined materiality

for the financial statements as a whole as follows:

Financial statements – Group Financial statements – Company

Overall materiality £7,575,000 (2023: £5,650,000). £5,310,000 (2023: £3,000,000).

How we determined it approximately 5% of profit before taxation 1% of total assets

Rationale for

benchmark applied

We believe that profit before taxation is a

key metric for investors and is used by the

Board in measuring the Group's financial

performance.

We believe that total assets is the primary measure used

by the shareholders in assessing the performance of the

Company, and is a generally accepted benchmark. The value

is capped for the purpose of the Group audit with reference

to Group materiality.

For each component in the scope of our Group audit, we allocated

a materiality that is less than our overall Group materiality. The

range of materiality allocated across components was between

£3,300,000 to £5,310,000. Certain components were audited to a

local statutory audit materiality that was also less than our overall

Group materiality.

We use performance materiality to reduce to an appropriately

low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically,

we use performance materiality in determining the scope of our

audit and the nature and extent of our testing of account balances,

classes of transactions and disclosures, for example in determining

sample sizes. Our performance materiality was approximately 75%

(2023: 75%) of overall materiality, amounting to £5,600,000 (2023:

£4,237,000) for the Group financial statements and £3,982,500

(2023: £2,250,000) for the Company financial statements.

In determining the performance materiality, we considered a

number of factors – the history of misstatements, risk assessment

and aggregation risk and the effectiveness of controls – and

concluded that an amount at the upper end of our normal range

was appropriate.

We agreed with the Audit Committee that we would report to

them misstatements identified during our audit above £295,000

(Group audit) (2023: £282,000) and £265,000 (Company audit)

(2023: £150,000) as well as misstatements below those amounts

that, in our view, warranted reporting for qualitative reasons.

Premier Foods plc

www.premierfoods.co.uk

125

FINANCIALS

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group’s and the

Company’s ability to continue to adopt the going concern basis of

accounting included:

• Obtaining management’s Board-approved strategic plan for the

five year period ended 31 March 2029. We held discussions

with management to understand the budgeting process and the

key assumptions made in the forecasting processes;

• Obtaining and assessing management’s going concern

assessment, supporting documents and performed a comparison

of the cash flow forecasts used in the going concern assessment

to those in the strategic plan and, where applicable, compared

these forecasts for consistency to those used elsewhere in the

business, including for impairment assessments;

• Assessing the appropriateness of and challenging

management’s assumptions included in the assessment;

• Reviewing management’s severe but plausible downside

scenario and challenged management on the number of

downside assumptions modelled, and whether these are

prudent enough whilst still being realistic. We have also

challenged management regarding the likelihood of these

scenarios occurring simultaneously;

• Obtaining and reviewing external evidence in support

of revenue growth applied in the model and noted that

management’s assumptions are reasonable, as these consider

past historical trends in line with price increases and volumes;

• Performing a breakpoint analysis to assess the reduction in

trading profit required to cause a breach in debt covenants

and the reduction in EBITDA to fully erode liquidity headroom

and deem the headroom available to support the judgement

over the going concern to be appropriate;

• Challenging management on whether the effect of expected

capex in relation to climate change has been sufficiently

modelled in the going concern assessment;

• We have reviewed the disclosures included within the financial

statements and deem them to be appropriate.

Based on the work we have performed, we have not identified

any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the

Group’s and the Company’s ability to continue as a going concern

for a period of at least twelve months from when the financial

statements are authorised for issue.

In 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.

However, because not all future events or conditions can be

predicted, this conclusion is not a guarantee as to the Group’s and

the Company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied

the UK Corporate Governance Code, we have nothing material to

add or draw attention to in relation to the directors’ statement in

the financial statements about whether the directors considered it

appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with

respect to going concern are described in the relevant sections of

this report.

Reporting on other information

The other information comprises all of the information in the

Annual Report other than the financial statements and our

auditors’ report thereon. The directors are responsible for the

other information. Our opinion on the financial statements

does not cover the other information and, accordingly, we do

not express an audit opinion or, except to the extent otherwise

explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our

responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in

the audit, or otherwise appears to be materially misstated.

If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude

whether there is a material misstatement of the financial

statements or a material misstatement of the other information. If,

based on the work we have performed, we conclude that there is

a material misstatement of this other information, we are required

to report that fact. We have nothing to report based on these

responsibilities.

With respect to the Strategic report and Directors’ report, we also

considered whether the disclosures required by the UK Companies

Act 2006 have been included.

Based on our work undertaken in the course of the audit, the

Companies Act 2006 requires us also to report certain opinions

and matters as described below.

Strategic report and Directors’ report

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

audit, the information given in the Strategic report and Directors’

report for the period ended 30 March 2024 is consistent with the

financial statements and has been prepared in accordance with

applicable legal requirements.

In light of the knowledge and understanding of the Group and

Company and their environment obtained in the course of the

audit, we did not identify any material misstatements in the

Strategic report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Directors’ remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements

in relation to going concern, longer-term viability and that part of

the corporate governance statement relating to the Company’s

compliance with the provisions of the UK Corporate Governance

Code specified for our review. Our additional responsibilities

with respect to the corporate governance statement as other

information are described in the Reporting on other information

section of this report.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

126

Independent auditors’ report continued

to the members of Premier Foods plc

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial

statements and our knowledge obtained during the audit, and we

have nothing material to add or draw attention to in relation to:

• The directors’ confirmation that they have carried out a robust

assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe those

principal risks, what procedures are in place to identify

emerging risks and an explanation of how these are being

managed or mitigated;

• The directors’ statement in the financial statements about

whether they considered it appropriate to adopt the going

concern basis of accounting in preparing them, and their

identification of any material uncertainties to the Group’s and

Company’s ability to continue to do so over a period of at

least twelve months from the date of approval of the financial

statements;

• The directors’ explanation as to their assessment of the

Group’s and Company’s prospects, the period this assessment

covers and why the period is appropriate; and

• The directors’ statement as to whether they have a reasonable

expectation that the Company will be able to continue in

operation and meet its liabilities as they fall due over the

period of its assessment, including any related disclosures

drawing attention to any necessary qualifications or

assumptions.

Our review of the directors’ statement regarding the longer-term

viability of the Group and Company was substantially less in

scope than an audit and only consisted of making inquiries and

considering the directors’ process supporting their statement;

checking that the statement is in alignment with the relevant

provisions of the UK Corporate Governance Code; and considering

whether the statement is consistent with the financial statements

and our knowledge and understanding of the Group and Company

and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit,

we have concluded that each of the following elements of the

corporate governance statement is materially consistent with the

financial statements and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report,

taken as a whole, is fair, balanced and understandable, and

provides the information necessary for the members to assess

the Group’s and Company’s position, performance, business

model and strategy;

• The section of the Annual Report that describes the review

of effectiveness of risk management and internal control

systems; and

• The section of the Annual Report describing the work of the

Audit Committee.

We have nothing to report in respect of our responsibility to

report when the directors’ statement relating to the Company’s

compliance with the Code does not properly disclose a departure

from a relevant provision of the Code specified under the Listing

Rules for review by the auditors.

Responsibilities for the financial statements

and the audit

Responsibilities of the directors for the

financial statements

As explained more fully in the Statement of directors’

responsibilities, the directors are responsible for the preparation

of the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair

view. The directors are also responsible for such internal control as

they 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 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

Company or to cease operations, or have no realistic alternative

but to do so.

Auditors’ 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

auditors’ 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.

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.

Based on our understanding of the Group and industry, we

identified that the principal risks of non-compliance with laws

and regulations related to breaches of food safety and hygiene,

and we considered the extent to which non-compliance might

have a material effect on the financial statements. We also

considered those laws and regulations that have a direct impact

on the financial statements such as the Companies Act 2006

and UK corporation tax legislation. We evaluated management’s

incentives and opportunities for fraudulent manipulation of the

financial statements (including the risk of override of controls),

and determined that the principal risks were related to posting

inappropriate journal entries to materially misstate the financial

statements and management bias in accounting estimates. Audit

procedures performed by the engagement team included:

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FINANCIALS

• Performing inquiries with management at multiple levels

across the business, internal audit and the Group’s legal

counsel throughout the period, as well as at period end.

These discussions have included consideration of known

or suspected instances of non-compliance with laws and

regulations and fraud;

• Evaluation of management’s internal controls through

inspection of internal audit report findings and their overall

risk assessment process designed to prevent and detect

irregularities;

• Identifying and testing journal entries, in particular any

journal entries posted with unusual account combinations

(for example a credit entry to revenue with a debit entry

to an unexpected account) and journals posted by senior

management;

• Incorporating elements of unpredictability around the nature,

timing or extent of our audit procedures performed;

• Performing procedures to ensure the financial statements

are appropriately prepared and disclosed in line with the

Companies Act 2006; and

• Inspecting the minutes of meetings to ensure we have

identified any possible non-compliance reported internally.

There are inherent limitations in the audit procedures described

above. We are less likely to become aware of instances of non-

compliance with laws and regulations that are not closely related

to events and transactions reflected in the financial statements.

Also, 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 or intentional misrepresentations, or through

collusion.

Our audit testing might include testing complete populations of

certain transactions and balances, possibly using data auditing

techniques. However, it typically involves selecting a limited

number of items for testing, rather than testing complete

populations. We will often seek to target particular items for

testing based on their size or risk characteristics. In other cases,

we will use audit sampling to enable us to draw a conclusion about

the population from which the sample is selected.

A further description of our responsibilities for the audit of the

financial statements is located on the FRC’s website at: www.frc.

org.uk/auditorsresponsibilities. This description forms part of our

auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and

only for the company’s members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act 2006 and for no other

purpose. We do not, in giving these opinions, accept or assume

responsibility for any other purpose or to any other person to

whom this report is shown or into whose hands it may come save

where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if,

in our opinion:

• we have not obtained all the information and explanations we

require for our audit; or

• adequate accounting records have not been kept by the

Company, or returns adequate for our audit have not been

received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law

are not made; or

• the Company financial statements and the part of the

Directors’ remuneration report to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we

were appointed by the directors on 23 August 2022 to audit

the financial statements for the 52 week period ended 1 April

2023 and subsequent financial periods. The period of total

uninterrupted engagement is 2 years, covering the 52 week

periods ended 1 April 2023 to 30 March 2024.

Other matter

As required by the Financial Conduct Authority Disclosure

Guidance and Transparency Rule 4.1.14R, these financial

statements form part of the ESEF-prepared annual financial report

filed on the National Storage Mechanism of the Financial Conduct

Authority in accordance with the ESEF Regulatory Technical

Standard (‘ESEF RTS’). This auditors’ report provides no assurance

over whether the annual financial report has been prepared using

the single electronic format specified in the ESEF RTS.

Richard Porter (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

16 May 2024

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

128

Independent auditors’ report continued

to the members of Premier Foods plc

Note

52 weeks

ended

30 March

2024

£m

52 weeks

ended

1 April

2023

£m

Revenue 4 1,137.5 1,006.4

Cost of sales (705.2) (648.2)

Gross profit 432.3 358.2

Selling, marketing and distribution costs (178.8) (142.0)

Administrative costs (75.8) (87.8)

Other income 6 – 3.8

Operating profit 4, 5 177.7 132.2

Finance cost 8 (30.4) (21.7)

Finance income 8 4.1 1.9

Profit before taxation 151.4 112.4

Taxation 9 (38.9) (20.8)

Profit for the period attributable to owners of the parent 112.5 91.6

Earnings per share (pence)

Basic 10 13.0 10.6

Diluted 10 12.7 10.4

Consolidated statement of

comprehensive income

Note

52 weeks

ended

30 March

2024

£m

52 weeks

ended

1 April

2023

£m

Profit for the period 112.5 91.6

Other comprehensive (expense)/income, net of tax

Items that will never be reclassified to profit or loss

Remeasurements of defined benefit schemes 14 (237.7) (245.6)

Deferred tax credit 9 50.6 52.7

Current tax credit 9 8.4 7.2

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

Exchange differences on translation (0.5) 0.6

Other comprehensive expense, net of tax (179.2) (185.1)

Total comprehensive expense attributable to owners of the parent (66.7) (93.5)

The notes on pages 133 to 175 form an integral part of the consolidated financial statements.

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FINANCIALS

Consolidated statement of profit or loss

Note

As at

30 March

2024

£m

As at

1 April

2023

£m

ASSETS:

Non-current assets

Property, plant and equipment 11 190.4 185.9

Goodwill 12 702.7 680.3

Other intangible assets 13 289.6 294.4

Deferred tax assets 9 22.4 22.4

Net retirement benefit assets 14 810.0 960.1

2,015.1 2,143.1

Current assets

Inventories 15 98.9 93.7

Trade and other receivables 16 115.7 103.9

Cash and cash equivalents 17 102.3 64.4

Derivative financial instruments 19 – 0.8

316.9 262.8

Total assets 2,332.0 2,405.9

LIABILITIES:

Current liabilities

Trade and other payables 18 (264.6) (255.4)

Financial liabilities

– short-term borrowings 20 – (1.0)

– derivative financial instruments 19 (0.8) (0.5)

Lease liabilities 20 (2.7) (2.1)

Provisions for liabilities and charges 21 (9.8) (13.3)

Current income tax liabilities 9 (0.4) –

(278.3) (272.3)

Non-current liabilities

Long-term borrowings 20 (325.7) (324.4)

Lease liabilities 20 (9.5) (11.2)

Net retirement benefit obligations 14 (208.5) (194.6)

Provisions for liabilities and charges 21 (7.3) (6.6)

Deferred tax liabilities 9 (152.9) (177.9)

Other liabilities 22 (22.9) (12.9)

(726.8) (727.6)

Total liabilities (1,005.1) (999.9)

Net assets 1,326.9 1,406.0

EQUITY:

Capital and reserves

Share capital 23 86.9 86.8

Share premium 23 2.7 2.5

Merger reserve 23 351.7 351.7

Other reserves 23 (9.3) (9.3)

Retained earnings 23 894.9 974.3

Total equity 1,326.9 1,406.0

The notes on pages 133 to 175 form an integral part of the consolidated financial statements.

The financial statements on pages 129 to 175 were approved by the Board of directors on 16 May 2024 and signed on its behalf by:

Alex Whitehouse Duncan Leggett

Chief Executive Officer Chief Financial Officer

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

130

Consolidated balance sheet

Registered Number: 005160050

Premier Foods plc

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131

FINANCIALS

Consolidated statement of cash flows

Note

52 weeks

ended

30 March

2024

£m

52 weeks

ended

1 April

2023

£m

Cash generated from operations 17 146.4 108.3

Interest paid (23.9) (20.4)

Interest received 3.6 0.8

Taxation paid (4.4) (1.5)

Cash generated from operating activities 121.7 87.2

Acquisition of subsidiaries, net of cash acquired 28 (29.3) (43.8)

Purchases of property, plant and equipment (24.7) (15.5)

Purchases of intangible assets (8.1) (4.5)

Cash used in investing activities (62.1) (63.8)

Principal element of lease payments (1.8) (2.3)

Financing fees (0.5) (0.7)

Dividends paid 24 (12.4) (10.3)

Purchase of shares to satisfy share awards (6.3) (2.5)

Proceeds from share issue 0.3 1.5

Cash used in financing activities (20.7) (14.3)

Net increase in cash and cash equivalents 38.9 9.1

Cash, cash equivalents and bank overdrafts at beginning of period 63.4 54.3

Cash, cash equivalents and bank overdrafts at end of period

17 102.3 63.4

Cash and cash equivalents of £102.3m (2022/23: £63.4m) includes bank overdraft of £nil (2022/23: £1.0m) and cash and bank deposits of £102.3m (2022/23: £64.4m). See

notes 17 and 20 for more details.

The notes on pages 133 to 175 form an integral part of the consolidated financial statements.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

132

Consolidated statement of changes in equity

Note

capital

£m

premium

£m

Merger

reserve

£m

Other

reserves

£m

Retained

earnings

£m

Total

equity

£m

At 3 April 2022 86.3 1.5 351.7 (9.3) 1,076.7 1,506.9

Profit for the period – – – – 91.6 91.6

Remeasurements of defined benefit

schemes 14 – – – – (245.6) (245.6)

Deferred tax credit 9 – – – – 52.7 52.7

Current tax credit 9 – – – – 7.2 7.2

Exchange differences on translation – – – – 0.6 0.6

Other comprehensive expense – – – – (185.1) (185.1)

Total comprehensive expense – – – – (93.5) (93.5)

Shares issued 23 0.5 1.0 – – – 1.5

Share-based payments 23 – – – – 4.6 4.6

Purchase of shares to satisfy share awards 23 – – – – (2.5) (2.5)

Deferred tax movements on share-based

payments 9 – – – – (0.7) (0.7)

Dividends 24 – – – – (10.3) (10.3)

At 1 April 2023 86.8 2.5 351.7 (9.3) 974.3 1,406.0

At 2 April 2023 86.8 2.5 351.7 (9.3) 974.3 1,406.0

Profit for the period – – – – 112.5 112.5

Remeasurements of defined benefit

schemes 14 – – – – (237.7) (237.7)

Deferred tax credit 9 – – – – 50.6 50.6

Current tax credit 9 – – – – 8.4 8.4

Exchange differences on translation – – – – (0.5) (0.5)

Other comprehensive expense – – – – (179.2) (179.2)

Total comprehensive expense – – – – (66.7) (66.7)

Shares issued 23 0.1 0.2 – – – 0.3

Share-based payments 23 – – – – 4.4 4.4

Purchase of shares to satisfy share awards – – – – (6.3) (6.3)

Deferred tax movements on share-based

payments 9 – – – – 1.6 1.6

Dividends 24 – – – – (12.4) (12.4)

At 30 March 2024 86.9 2.7 351.7 (9.3) 894.9 1,326.9

Included in Retained earnings at 30 March 2024 is £3.9m in relation to cumulative translation losses (2022/23: £3.4m loss, 2021/22: £3.7m loss).

The notes on pages 133 to 175 form an integral part of the consolidated financial statements.

1. General information

Premier Foods plc (the ‘Company’) is a public limited company incorporated in the United Kingdom and domiciled in England, registered

number 05160050, with its registered address at Premier House, Centrium Business Park, Griffiths Way, St Albans, Hertfordshire AL1 2RE.

The principal activity of the Company and its subsidiaries (the ‘Group’) is the manufacture and distribution of branded and own label food

products. Copies of the Annual Report and financial statements are available on our website:

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

These Group consolidated financial statements were authorised for issue by the Board of directors on 16 May 2024.

2. Accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies

have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Basis of preparation

These Group financial statements were prepared in accordance with UK-adopted international accounting standards and with the

requirements of the Companies Act 2006 as applicable to companies reporting under those standards. All amounts are presented to the

nearest £0.1m, unless otherwise indicated. They are prepared on a going concern basis and under the historical cost basis, except for

certain financial instruments and pension assets that have been measured at fair value.

The statutory accounting period is the 52 weeks from 2 April 2023 to 30 March 2024 and comparative results are for the 52 weeks from

3 April 2022 to 1 April 2023. All references to the ‘period’, unless otherwise stated, are for the 52 weeks ended 30 March 2024 and the

comparative period, 52 weeks ended 1 April 2023.

The preparation of financial statements in conformity with UK-adopted international accounting standards requires the use of certain

significant accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting

policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the

consolidated financial statements are disclosed in note 3.

The following standards and amendments to published standards, effective for periods on or after 1 January 2023, have been endorsed:

International Financial Reporting Standards

Amendments to IAS 1 Presentation of Financial Statements

Amendments to IAS 8 Accounting policies, Changes in Accounting

Estimates and Errors

Amendments to IAS 12 Income Taxes

IFRS 17 Insurance Contracts

The following standards and amendments to published standards, effective for periods on or after 1 January 2024, have been endorsed:

International Financial Reporting Standards

Amendments to IAS 1 Presentation of Financial Statements

Amendments to IFRS 16 Lease Accounting

Amendments to IAS 12 Income Taxes

Amendments to IAS 7 Statement of Cash Flows

Amendments to IFRS 7 Financial Instruments: Disclosures

The Group has considered the new or revised standards above and concluded that either they are not relevant to the Group or would not

have a material impact on the financial statements of the Group.

Basis for preparation of financial statements on a going concern basis

The Group’s revolving credit facility includes net debt/EBITDA and EBITDA/interest covenants as detailed in note 20. In the event these

covenants are not met then the Group would be in breach of its financing agreement and, as would be the case in any covenant breach,

the banking syndicate could withdraw funding to the Group. The Group was compliant with its covenant tests as at 30 September 2023

and 30 March 2024 .

Having undertaken a robust assessment of the Group’s forecasts with specific consideration to the trading performance of the Group,

cashflows and covenant compliance, the Directors have a reasonable expectation that the Group is able to operate within the level of

its current facilities, meet the required covenant tests and has adequate resources to continue in operational existence for at least 12

months from the date of approval of these financial statements. The Group therefore continues to adopt the going concern basis in

preparing its financial information for the reasons set out below:

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133

FINANCIALS

Notes to the consolidated financial statements

2. Accounting policies continued

At 30 March 2024 the Group had total assets less current liabilities of £2,053.7m (2022/23: £2,133.6m), net current assets of £38.6m

(2022/23: net current liabilities of £9.5m) and net assets of £1,326.9m (2022/23: £1,406.0m). Liquidity as at that date was £284.3m,

made up of cash and cash equivalents, available overdrafts and undrawn committed credit facilities of £175.0m expiring in May 2026.

At the time of the approval of this report, the cash and liquidity position of the group has not changed significantly.

The directors have rigorously reviewed the global political and economic uncertainty driven by current conflict, the inflationary pressures

across the industry and the cost of living crisis and have modelled a severe but plausible downside case impacting future financial

performance, cash flows and covenant compliance, that cover a period of at least 12 months from the date of approval of the financial

statements. The downside case represents severe but plausible assumptions related primarily to the impact of inflation during the review

period. The directors have also considered the impact of the outbreak of an infectious disease, climate change, cyber-attacks and changes

in consumer preferences in the downside case modelled and have assumed all scenarios within the downside case impact during the

period reviewed.

Whilst the downside scenario is deemed severe but plausible, it is considered by the directors to be a robust stress test of going concern,

having an adverse impact on revenue, margin and cash flow. Should circumstances mean there is further downside, whilst not deemed

plausible, the directors, in response have identified mitigating actions within their control, that would reduce costs, optimise cashflow

and liquidity. Amongst these are the following actions: reducing capital expenditure, reducing marketing spend and delaying or cancelling

discretionary spend. The directors have assumed no significant structural changes to the business will be needed in any of the scenarios

modelled. None of the scenarios modelled are sufficiently material to prevent the Group from continuing as a going concern.

The Directors, after reviewing financial forecasts and financing arrangements, have a reasonable expectation that the Group has adequate

resources to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of this report. Accordingly,

the Directors are satisfied that it is appropriate to continue to adopt the going concern basis (in accordance with the guidance ‘Guidance

on Risk Management, Internal Control and Related Financial and Business Reporting’ issued by the FRC) in preparing its consolidated

financial statements.

Climate change

The Group has considered the impact of both physical and transitional climate change risks on the financial statements of the Group.

The Group does not consider there to be a material impact on the valuation of the Group’s assets or liabilities, including useful economic

life of property, plant and equipment, or on any significant accounting estimates or judgements. See note 14 for further details on how

the trustee of the Group’s pension scheme plans to integrate climate change considerations into their investment strategy. The Group will

continue to monitor the impact on valuations of assets and liabilities as government policy evolves.

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

identified in the TCFD statement, see page 42, have been modelled in the severe but plausible scenario for going concern and viability.

See note 12 for further details.

2.2 Basis of consolidation

(i) Subsidiaries

The consolidated financial statements include the financial statements of Premier Foods plc and entities controlled by the Company (its

subsidiaries). Control is achieved where the Company is exposed to or has rights to variable returns from involvement with an investee

and has the ability to affect those returns through its power over the investee.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

2.3 Revenue

Revenue comprises the invoiced value for the sale of branded and own label food products net of sales rebates, discounts, value

added tax and other taxes directly attributable to revenue and after eliminating sales within the Group. Revenue is recognised when

performance obligations are satisfied and the Group transfers control of products over to the customer. Transaction price per case is pre

agreed per the price list with any discount related to an individual customer-run promotion agreed in advance. Long-term discounts and

rebates are part of a commercial arrangement and the Group uses actual and forecast sales to estimate the level of discount or rebate.

The Group uses the ‘most likely amount’ method to estimate the value of the variable consideration. Revenue is recognised on the

following basis:

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Annual Report for the 52 weeks ended 30 March 2024

134

Notes to the consolidated financial statements continued

2.3 Revenue (continued)

(i) Sale of goods

Sales of goods are recognised as revenue when a customer gains control of the goods, which typically coincides with the time when the

merchandise is delivered to customers and title passes.

(ii) Sales rebates and discounts

Sales related discounts comprise:

• Long-term discounts and rebates, which are sales incentives to customers to encourage them to purchase increased volumes and are

related to total volumes purchased and sales growth.

• Short-term promotional discounts, which are directly related to promotions run by customers.

Sales rebates and discount accruals are treated as a reduction in the transaction price and are established at the time of sale based

on management’s best estimate of the amounts necessary to meet claims by the Group’s customers in respect of these rebates and

discounts and are reviewed for appropriateness at each reporting date. Accruals are made for each individual promotion or rebate

arrangement and are based on the type and length of promotion and nature of customer agreement. At the time an accrual is made the

nature and timing of the promotion is typically known. Accumulated experience is used to estimate and provide for rebates and discounts

and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. As there is no right to

enforce net settlement, the accruals are presented gross.

(iii) Commercial income

Commercial income received from suppliers through rebates and discounts is recognised within cost of sales over the period(s) to which

the underlying contract or agreement relates. Accrued income is recognised for rebates on contracts covering the current period, for

which no cash was received at the balance sheet date. Deferred income is recognised for rebates that were received from suppliers at the

balance sheet date but relate to contracts covering future periods.

2.4 Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker

(‘CODM’). The CODM is responsible for allocating resources and assessing performance of the operating segments. See note 4 for

further details.

2.5 Foreign currency translation

Transactions in foreign currencies are translated to the respective functional currencies of Group entities 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.

The results of overseas subsidiaries with functional currencies other than in sterling are translated into sterling at the closing rate of

exchange ruling in the period. The balance sheets of overseas subsidiaries are translated into sterling at the closing rate. Exchange

differences arising from retranslation at the period end exchange rates of the net investment in foreign subsidiaries are recorded as a

separate component of equity in reserves. All other exchange gains or losses are recorded in the statement of profit or loss.

2.6 Dividends

Dividend distributions to shareholders are recognised as a liability in the Group’s financial statements in the period in which the dividends

are approved by the shareholders, and for interim dividends in the period in which they are paid.

2.7 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with a maturity point of less than three months at inception. Cash

and cash equivalents and bank overdrafts are offset where there is a legally enforceable right to offset the recognised amounts and the

Group intends to settle on a net basis.

Bank overdrafts which are not offset and that are repayable on demand and form an integral part of the Company’s cash management

are included as a component of cash and cash equivalents for the purpose only of the cash flow statement.

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2. Accounting policies continued

2.8 Property, plant and equipment (‘PPE’)

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses.

PPE is initially recorded at cost. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to

its working condition for its intended use. Subsequent expenditure is added to the carrying value of the asset when it is probable that

incremental future economic benefits will transfer to the Group. All other subsequent expenditure is expensed in the period it is incurred.

Differences between the cost of each item of PPE and its estimated residual value are written off over the estimated useful life of

the asset using the straight-line method. Reviews of the estimated remaining useful lives and residual values of individual productive

assets are performed annually, taking account of commercial and technological obsolescence as well as normal wear and tear. Freehold

land is not depreciated. The useful economic lives of owned assets range from 15 to 50 years for buildings, 5 to 30 years for plant and

equipment and 10 years for vehicles.

All items of PPE are reviewed for impairment when there are indications that the carrying value may not be fully recoverable.

Assets under construction represent the amount of expenditure recognised in the course of an asset’s construction. Directly attributable

costs that are capitalised as part of PPE include employee costs and an appropriate portion of relevant overheads. Depreciation of an

asset is recognised from the time it is available for use. The difference between the carrying value of disposed assets and the net disposal

proceeds is recognised in profit or loss.

2.9 Intangible assets

Goodwill

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but

is tested annually for impairment.

In addition to goodwill, the Group recognises the following intangible assets:

Acquired intangible assets

Acquired brands and licences that are controlled through custody or legal rights and that could be sold separately from the rest of the

business are capitalised, where fair value can be reliably measured. All these assets are considered to have finite lives and are amortised

on a straight-line basis over their estimated useful economic lives that range from 15 to 40 years for brands.

Software

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the

Group are recognised as intangible assets when the project or process is technically and commercially feasible. Directly attributable costs

that are capitalised as part of the software product include the software development employee costs and an appropriate portion of

relevant overheads.

Software development costs are amortised over their estimated useful lives on a straight-line basis over a range of 3 to 10 years.

The useful economic lives of intangible assets are determined based on a review of a combination of factors including the asset

ownership rights acquired and the nature of the overall product life cycle. Reviews of the estimated remaining useful lives and residual

values of individual intangible assets are performed annually.

Cloud computing arrangements

Licences to use cloud based software are only capitalised if the Group has both the contractual right to take possession of the software

without significant penalty and the ability to run the software independently from the original supplier. All other cloud computing

arrangements are treated as service contracts and charged to the statement of profit or loss over the term of the contract.

Costs to configure or customise software under a cloud computing arrangement are charged to the statement of profit or loss alongside

the related service contract, unless they create a separately identifiable resource controlled by the Group, in which case they are

capitalised.

Research

Expenditure on research activities is charged to the statement of profit or loss in the period in which it is incurred.

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Notes to the consolidated financial statements continued

2.10 Impairment

The carrying values of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at least annually

to determine whether there is an indication of impairment. For goodwill, the recoverable amount is estimated each year at the same

time. Assets that are subject to amortisation are assessed for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. Non-financial assets, other than goodwill, that have suffered an impairment loss are reviewed

for possible reversal of the impairment at each reporting date.

Where an indication of impairment exists, the recoverable amount is estimated based on the greater of its value in use and its fair value

less costs to sell. In assessing the fair value less costs to sell, the market approach is often used to derive market multiples from a set of

comparative assets.

The Group reviews its identified CGUs for the purposes of testing goodwill on an annual basis, taking into consideration whether assets

generate independent cash inflows. The recoverable amounts of CGUs are determined based on the higher of fair value less costs of

disposal and value in use calculations. These calculations require the use of estimates.

Impairment losses are recognised in the statement of profit or loss in the period in which they occur.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets

that generate cash inflows from continuing use that are largely independent of the cash flows of other assets or groups of assets.

2.11 Finance cost and income

Finance cost

Borrowing costs are accounted for on an accruals basis in the statement of profit or loss using the effective interest method.

Finance income

Finance income is recognised on a time proportion basis, taking into account the principal amounts outstanding and the interest rates

applicable, taking into consideration the interest element of derivatives.

2.12 Leases

Lease recognition

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

For leases of properties in which the Group is a lessee, it has applied the practical expedient permitted by IFRS 16 and will account for

each lease component and any associated non-lease components as a single lease component.

Right of use assets

The Group recognises right of use assets at the commencement date of the lease. Right of use assets are measured at cost, less

accumulated depreciation and impairment losses and adjusted for any re-measurement of lease liabilities. The cost of right of use assets

includes the amount of lease liabilities recognised, adjusted for any lease payments made at or before the commencement date, less any

lease incentives received. Right of use assets are depreciated over the shorter of the asset’s useful life or the lease term on a straight-

line basis. Right of use assets are subject to and reviewed regularly for impairment. Depreciation on right of use assets is predominantly

recognised in cost of sales and administration costs in the consolidated statement of profit and loss.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of the lease payments to

be made over the lease term. Lease payments include fixed and variable lease payments that depend on an index or rate less any lease

incentives receivable. Any variable lease payments that do not depend on an index or rate are recognised as an expense in the period in

which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date

if the interest rate implicit in the lease is not readily determinable. Generally, the Group uses its incremental borrowing rate as the

discount rate.

After the commencement date, the lease liability is increased to reflect the accretion of interest and reduced for lease payments made.

In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term or a change in

the fixed lease payments. Interest charges are included in finance costs in the consolidated statement of profit and loss and included in

interest paid within cash flows from operating activities. Payments for the principal element of lease liabilities are presented within cash

flows from financing activities.

Short-term leases and leases of low-value items

The Group has elected not to recognise right of use assets and lease liabilities for short-term leases of machinery and equipment that

have a lease term of less than 12 months and leases of low-value assets. Lease payments relating to short-term leases and leases of low-

value assets are recognised as an expense on a straight-line basis over the lease term.

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2. Accounting policies continued

2.13 Inventories

Inventories are stated at the lower of cost and net realisable value. Where appropriate, cost includes production and other attributable

overhead expenses as described in IAS 2 Inventories. Cost is calculated on a first-in, first-out basis by reference to the invoiced value of

supplies and attributable costs of bringing the inventory to its present location and condition. Net realisable value is the estimated selling

price in the ordinary course of business less estimated costs of completion and the estimated costs necessary to make the sale.

All inventories are reduced to net realisable value where this is lower than cost.

A provision is made for slow moving, obsolete and defective inventory where appropriate.

2.14 Taxation

Income tax on the profit or loss for the period comprises current and deferred tax.

Current tax

Income tax is recognised in the statement of profit or loss except to the extent that it relates to items recognised directly in other

comprehensive income (‘OCI’) in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income

for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of

previous periods.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities in the financial

statements and the corresponding tax bases used in the computation of taxable profit. Deferred taxation is not provided on the initial

recognition of an asset or liability in a transaction, other than in a business combination, if at the time of the transaction there is no effect

on either accounting or taxable profit or loss.

Deferred tax is measured at the tax rates that are expected to apply in the periods in which the asset or liability is settled based on tax

rates (and tax laws) that have been enacted or substantively enacted as at the balance sheet date.

The measurement of deferred tax assets and liabilities reflect the directors’ intention regarding the manner of recovery of an asset or

settlement of a liability.

For the purpose of recognising deferred tax on the pension scheme surplus, withholding tax (at 25%) would apply for any surplus being

refunded to the Group at the end of the life of the scheme.

The directors have concluded that the future corporation tax rate of 25% should apply to the recognition of deferred tax on the pension

scheme surplus, reflecting the directors’ intention regarding the manner of recovery of the deferred tax asset.

Deferred tax is recognised in the statement of profit or loss except when it relates to items credited or charged directly to OCI, in which

case the deferred tax is also recognised in equity.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary

difference can be utilised. Their carrying amount is reviewed at each balance sheet date on the same basis.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and when the Group

intends to settle its current tax assets and liabilities on a net basis.

When assessing whether the recognition of a deferred tax asset can be justified, and if so at what level, the directors take into account

the following:

• Historic business performance

• Projected profits or losses and other relevant information that allow profits chargeable to corporation tax to be derived

• The total level of recognised and unrecognised losses that can be used to reduce future forecast taxable profits

• The period over which there is sufficient certainty that profits can be made that would support the recognition of an asset

Further disclosures of the amounts recognised (and unrecognised) are contained within note 9.

2.15 Employee benefits

Group companies provide a number of long-term employee benefit arrangements, primarily through pension schemes. The Group has

both defined benefit and defined contribution schemes.

Defined benefit plan

A defined benefit plan is a post-employment benefit plan that defines the amount of pension benefit that an employee will receive on

retirement, usually dependent on factors such as age, years of service and compensation.

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Notes to the consolidated financial statements continued

The liability or surplus recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined

benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for remeasurement and past

service costs. Defined benefit obligations are calculated using assumptions determined by the Group with the assistance of independent

actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the

estimated future cash outflows using yields of high-quality corporate bonds that are denominated in the currency in which the benefits

will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

Remeasurement arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of

comprehensive income in the period in which they arise.

Past service costs, administration costs, and the net interest on the net defined benefit liability or surplus are recognised immediately in

the statement of profit or loss.

Curtailments are recognised as a past service cost when the Group makes a significant reduction in the number of employees covered

by a plan or amends the terms of a defined benefit plan so that a significant element of future service by current employees no longer

qualifies for amended benefits.

Plan assets of the defined benefit schemes include a number of assets for which quoted prices are not available. At each reporting date,

the Group determines the fair value of these assets with reference to most recently available information. The trustees of the schemes

have integrated climate change considerations into their long-term decision making and reporting processes. See note 14 for further

details.

To the extent a surplus arises under IAS 19, the Group ensures that it can recognise the associated asset in line with IFRIC 14 with no

restrictions. There are no restrictions on the current realisability of the surplus.

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 income statement in the periods during which services are rendered by employees. Differences

between contributions payable in the period and contributions actually paid are recognised as either accruals or prepayments in the

balance sheet.

2.16 Share-based payments

The Group operates a number of equity-settled share-based compensation plans. The fair value of employee share option plans is

calculated using an option valuation model, taking into account the terms and conditions upon which the awards were granted. In

accordance with International Financial Reporting Standard 2, Share-Based Payment (‘IFRS 2’), the resulting expense is charged to the

profit and loss account over the vesting period of the options. The value of the charge is adjusted to reflect expected and actual levels of

options vesting.

The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards/options

granted, adjusted where required for the impact of any non-market vesting conditions (for example, profitability and sales growth

targets). Market conditions are included in assumptions about the number of share awards/options that are expected to vest which is

factored into the grant date fair value for awards with these conditions attached.

At each balance sheet date, the Group revises its estimates of the number of share awards/options that are expected to vest (for those

with non-market conditions) and recognises the impact of the revision to original estimates, if any, in profit and loss, with a corresponding

adjustment to equity.

2.17 Provisions

Provisions (for example property exit costs) are recognised when the Group has present legal or constructive obligations as a result of

past events, that can be reliably measured, and it is probable that an outflow of resources will be required to settle the obligation. Where

material, the Group discounts its provisions using a pre-tax rate that reflects current market assessments of the time value of money and

the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a

finance expense.

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2. Accounting policies continued

2.18 Financial instruments

Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual

provisions of the instrument.

Trade and other receivables

Trade and other receivables are initially measured at the transaction price and at the point of recognition an expected credit loss is

recognised to reflect the future risk of default. Trade receivables are subsequently measured at amortised cost less any additional,

specific provisions for impairment. A specific provision is made for impairment when there is objective evidence that the Group will not

be able to collect all amounts due according to the terms of the receivables. Trade and other receivables are written off when the Group

has no reasonable expectation of recovering the amounts due.

Trade and other receivables are discounted when the time value of money is considered material. The Group applies the IFRS 9 simplified

approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.

To measure the expected credit losses, trade receivables and contract assets are grouped based on shared credit risk characteristics

and the days past due. The expected loss rates are based on the historical credit losses adjusted to reflect current and forward-looking

information on economic factors affecting the ability of the customers to settle the receivables. The Group has therefore concluded that

the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

The Group has certain trade receivables which are subject to a trade receivable purchase arrangement under a non-recourse facility.

Trade receivables that are sold without recourse are de-recognised when the risks and rewards of the receivables have been fully

transferred to the facility provider. The risks and rewards of the receivables are considered to be fully transferred on receipt of proceeds

from the facility provider to settle the debtor. The facility provider has no recourse to the Group in the event of non-payment by the

debtor once the proceeds have been received from the facility provider. The associated interest is recognised as interest expense in the

income statement.

Bank borrowings

Interest-bearing bank loans and overdrafts are measured initially at fair value and subsequently at amortised cost, using the effective

interest rate method. Any difference between the proceeds (net of transaction costs and inclusive of debt issuance costs) and the

settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting policy

for borrowing costs.

Trade and other payables

Trade and other payables are initially measured at fair value and subsequently measured at amortised cost. Trade payables and other

liabilities are discounted when the time value of money is considered material.

Equity instruments

Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of directly attributable issue costs.

Deferred contingent consideration

Liabilities for deferred contingent consideration arising on a business combination are measured at fair value and remeasured at each

reporting date. Any changes in the fair value of deferred contingent consideration are recognised immediately in profit or loss.

2.19 Business Combinations

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain

control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity

interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement.

Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.

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Notes to the consolidated financial statements continued

3. Significant estimates and judgements

The following are areas of particular significance to the Group’s financial statements and may include the use of estimates. Results may

differ from actual amounts.

Significant accounting estimates

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

3.1 Employee benefits

The present value of the Group’s defined benefit pension obligations depends on a number of actuarial assumptions. The primary

assumptions used include the discount rate applicable to scheme liabilities, the long-term rate of inflation and estimates of the mortality

applicable to scheme members. Each of the underlying assumptions is set out in more detail in note 14.

At each reporting date, and on a continuous basis, the Group reviews the macro-economic, Company and scheme specific factors

influencing each of these assumptions, using professional advice, in order to record the Group’s ongoing commitment and obligation to

defined benefit schemes in accordance with IAS 19 (Revised).

Plan assets of the defined benefit schemes include a number of assets for which quoted prices are not available. At each reporting date,

the Group determines the fair value of these assets with reference to most recently available asset statements from fund managers.

Where pensions asset valuations were not available at the reporting date, as is usual practice, valuations at 31 December 2023 are rolled

forward for cash movements to end of March 2024 to estimate the valuations for these assets. This approach is principally relevant

for Infrastructure Funds, Private Equity, Absolute Return Products, Property Assets, Illiquid Credits and Global Credits. Management

have reviewed the individual investments to establish where valuations are not expected to be available for inclusion in these financial

statements, movements in the most comparable indexes have then been applied to these investments to be reported as lagged

valuations to establish any potential estimation uncertainty within the results.

3.2 Goodwill

Impairment reviews in respect of goodwill are performed at least annually and more regularly if there is an indicator of impairment.

Impairment reviews in respect of intangible assets are performed when an event indicates that an impairment review is necessary.

Examples of such triggering events include a significant planned restructuring, a major change in market conditions or technology,

expectations of future operating losses, or a significant reduction in cash flows. In performing its impairment analysis, the Group takes

into consideration these indicators including the difference between its market capitalisation and net assets.

The Group has considered the impact of the assumptions used on the calculations and has conducted sensitivity analysis on the value in

use calculations of the CGUs carrying values for the purposes of testing goodwill. See note 12 for further details.

3.3 Commercial arrangements

Sales rebates and discounts are accrued on each relevant promotion or customer agreement and are charged to the statement of profit

or loss at the time of the relevant promotional buy-in as a deduction from revenue. Accruals for each individual promotion or rebate

arrangement are based on the type and length of promotion and nature of customer agreement. At the time an accrual is made the

nature, funding level and timing of the promotion is typically known. Areas of estimation are sales volume/activity, phasing and the

amount of product sold on promotion.

For short-term promotions, the Group performs a true up of estimates where necessary on a monthly basis, using real time customer

sales information where possible and finally on receipt of a customer claim which typically follows 1-2 months after the end of a

promotion. For longer-term discounts and rebates the Group uses actual and forecast sales to estimate the level of rebate. These accruals

are updated monthly based on latest actual and forecast sales. If the Commercial accruals balance moved by 5.0% in either direction this

would have an impact of £3.7m.

3.4 Estimated values of acquired intangible assets on acquisitions

During the year, the Group completed the acquisition of Fuel10K Limited. An intangible asset relating to the brand was recognised as a

fair value adjustment to the opening balance sheet. The brand asset is valued using a relief from royalty approach. The key assumptions

underpinning the brand asset valuation are the revenue projections, discount rates and royalty rates. Applying different assumptions

could result in a significantly different brand intangible asset and a corresponding increase or decrease in the value of the residual

goodwill recognised.

Judgements

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

3.5 Non-trading items

Non-trading items have been presented separately throughout the financial statements. These are items that management believes

require separate disclosure by virtue of their nature in order that the users of the financial statements obtain a clear and consistent view

of the Group’s underlying trading performance. In identifying non-trading items, management have applied judgement including whether

i) the item is related to underlying trading of the Group; and/or ii) how often the item is expected to occur.

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4. Segmental analysis

IFRS 8 requires operating segments to be determined based on the Group’s internal reporting to the Chief Operating Decision Maker

(‘CODM’). The CODM has been determined to be the Executive Leadership Team as it is primarily responsible for the allocation of

resources to segments and the assessment of performance of the segments.

The Group’s operating segments are defined as ‘Grocery’, ‘Sweet Treats’, and ‘International’. The CODM reviews the performance by

operating segment. The Grocery segment primarily sells savoury ambient food products and the Sweet Treats segment sells primarily

sweet ambient food products. The International segment has been aggregated within the Grocery segment for reporting purposes as

revenue is below 10% of the Group’s total revenue and the segment is considered to have similar characteristics to that of Grocery as

identified in IFRS 8. There has been no change to the segments during the period.

The CODM uses Divisional contribution as the key measure of the segments’ results. Divisional contribution is defined as gross profit

after selling, marketing and distribution costs. Divisional contribution is a consistent measure within the Group and reflects the segments’

underlying trading performance for the period under evaluation.

The Group uses trading profit to review overall Group profitability. Trading profit is defined as pre-tax profit/loss before net finance costs,

amortisation of intangible assets, fair value movements on foreign exchange and other derivative contracts, net interest on pensions

and administrative expenses, and any material items that require separate disclosure by virtue of their nature in order that users of the

financial statements obtain a clear and consistent view of the Group’s underlying trading performance.

Revenues in the period ended 30 March 2024, from the Group’s four principal customers, which individually represent over 10.0% of total

Group revenue, are £289.9m, £156.5m, £127.9m and £109.6m (2022/23: £242.6m, £142.7m, £114.4m and £96.2m). These revenues

relate to both the Grocery and Sweet Treats reportable segments.

The Group primarily supplies the UK market, although it also supplies certain products to other countries in Europe and the rest of the

world. The following table provides an analysis of the Group’s revenue, which is allocated on the basis of geographical market destination,

and an analysis of the Group’s non-current assets by geographical location.

The segment results for the period ended 30 March 2024 and for the period ended 1 April 2023 and the reconciliation of the segment

measures to the respective statutory items included in the consolidated financial statements are as follows:

52 weeks ended 30 March 2024 52 weeks ended 1 April 2023Sweet Sweet GroceryTreatsTotalGroceryTreatsTotal£m£m£m£m£m£mExternal revenues 850.4 287.1 1,137.5 746.8 259.6 1,006.4 Divisional contribution 219.8 33.7 253.5 189.2 27.0 216.2 Group and corporate costs (74.0) (62.5)Other income – 3.8 Trading profit 179.5 157.5 Amortisation of brand assets (20.9) (20.7)Fair value movements on foreign exchange 1and other derivative contracts (1.1) (1.8)Net interest on pensions and administrative expenses 31.6 17.7 Non-trading items:2– Impairment of fixed assets (4.2) (3.6)– Restructuring costs³ (5.3) (11.1)4– Other non-trading items (1.9) (5.8)Operating profit 177.7 132.2 Finance cost (30.4) (21.7)Finance income 4.1 1.9 Profit before taxation 151.4 112.4

The loss of £1.1m (2022/23: loss of £1.8m) reflects changes in fair value rate during the 52-week period and movement in nominal value of the instruments held at 30 March

2024 from the 1 April 2023 position.

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

the Knighton site closure.

Restructuring costs in the current period includes £3.7m which primarily relates to the closure of the Knighton site with the remainder relating to the closure of the

Charnwood site. Restructuring costs in the prior period included £7.6m which relates to the closure of the Knighton site with the remainder primarily relating to some supply

chain restructuring.

Other non-trading items in both the current and the prior period relate primarily to M&A transaction costs.

Notes to the consolidated financial statements continued

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4. Segmental analysis continued

Revenue

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mUnited Kingdom 1,067.1 943.1Other Europe 34.9 28.1Rest of world 35.5 35.2Total 1,137.5 1,006.4Non-current assetsAs atAs at30 March 1 April 20242023£m£mUnited Kingdom 1,182.7 1,160.6

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

5. Operating profit

5.1 Analysis of costs by nature

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mEmployee benefits expense (note 7) (212.1) (209.2)Depreciation of property, plant and equipment (note 11) (19.5) (19.9)Amortisation of intangible assets (note 13) (25.8) (25.6)Repairs and maintenance expenditure (36.1) (31.6)Research and development costs (9.2) (8.5)Non-trading items– Impairment of property, plant and equipment (note 11) (4.2) (3.6)– Restructuring costs (5.3) (11.1)– Other non-trading items (1.9) (5.8)Auditors' remuneration (note 5.2) (1.5) (1.5)

5.2 Auditors’ remuneration

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mFees payable to the Group’s auditors for the audit of the consolidated and parent company financial statements of Premier Foods plc (1.0) (1.0)- The audit of the Group’s subsidiaries, pursuant to legislation (0.2) (0.2)Fees payable to the Group’s auditors and its associates for other services:– Audit related assurance services¹ (0.2) (0.2)– Other assurance services² (0.1) (0.1)Total auditors remuneration (1.5) (1.5)

Audit related assurance services includes £0.2m (2022/23: £0.2m) for the review of the half-year report.

Other assurance services relates primarily to sustainability assurance work.

The total operating profit charge for auditors remuneration was £1.5m (2022/23: £1.5m).

6. Other income

Other income of £3.8m in the prior period related to a receipt following temporary interruption at a manufacturing site.

7. Employees

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mEmployee benefits expenseWages, salaries and bonuses (177.2) (169.0)Social security costs (18.0) (17.1)1Termination benefits (2.3) (10.3)Share options granted to directors and employees (4.4) (4.6)Contributions to defined contribution schemes (note 14) (10.2) (8.2)Total (212.1) (209.2)

Termination benefits in the current period relate primarily to the closure of the Charnwood site. Termination benefits in the prior period relates to the closure of the Knighton

site and some supply chain restructuring.

Average monthly number of people employed (including executive directors):

52 weeks 52 weeks endedended30 March 1 April 20242023NumberNumberAverage monthly number of people employedManagement 694 624 Administration 377 380 Production, distribution and other 3,161 3,318 Total 4,232 4,322

Directors’ remuneration is disclosed in the audited section of the Directors’ Remuneration Report on pages 96 to 115, which forms part

of these consolidated financial statements.

8. Finance income and costs

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mInterest payable on bank loans and overdrafts (11.9) (7.4)Interest payable on senior secured notes (11.5) (11.5)Interest payable on revolving facility – (0.3)1Other interest payable (5.2) (0.6)Amortisation of debt issuance costs (1.8) (1.9)Total finance cost (30.4) (21.7)Interest receivable on bank deposits 3.6 0.8 2Other finance income 0.5 1.1 Total finance income 4.1 1.9 Net finance cost (26.3) (19.8)

Included in other interest payable is £0.8m charge (2022/23: £0.6m charge) relating to non-cash interest costs on lease liabilities under IFRS 16 and £4.4m (2022/23: £nil)

relating to the unwind of the Group’s long-term provisions and contingent consideration related to Group acquisitions.

Other finance income primarily relates to the unwind of the discount of the Group’s long-term provisions.

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Notes to the consolidated financial statements continued

9. Taxation

Current tax

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mCurrent tax– Current period (14.6) (8.1)– Prior periods 0.6 – Deferred tax– Current period (24.9) (15.8)– Prior periods – 0.7 – Changes in tax rate on the opening balance – 2.4 Income tax charge (38.9) (20.8)

Tax relating to items recorded in other comprehensive income included:

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mCorporation tax credit on pension movements 8.4 7.2 Deferred tax credit on pension movements 50.6 52.7 59.0 59.9

The applicable rate of corporation tax for the period increased to 25.0% from 19.0% starting in April 2023. This was previously enacted in

2021 and UK deferred taxes at 30 March 2024 and 1 April 2023 have been measured using these enacted tax rates.

The tax charge for the period differs from the standard rate of corporation tax in the United Kingdom of 25.0% (2022/23: 19.0%). The

reasons for this are explained below:

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mProfit before taxation 151.4 112.4 Tax charge at the domestic income tax rate of 25.0% (2022/23: 19.0%) (37.9) (21.4)Tax effect of:Non-deductible items (1.3) (0.1)Impairment of tangible assets (0.5) – Overseas losses not recognised (0.8) – Acquisitions 1.0 – Recognition of previously unrecognised losses – 0.2 Adjustment due to change in tax rate on the opening balances – 2.3 Difference between current and deferred tax rate – (3.5)Tax incentives – 1.0 Adjustments to prior periods 0.6 0.7 Income tax charge (38.9) (20.8)

There is no movement in losses recognised for the 52 weeks ended 31 March 2024. In the prior year £0.2m was recognised in relation to

overseas losses. Corporation tax losses are not recognised where future recoverability is uncertain.

The adjustments to prior periods of £0.6m (2022/23: £0.7m) relates primarily to the changes in prior period intangibles, movement in

provisions, capital allowances and RDEC (Research and Development expenditure credit) following verifications in submitted returns.

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9. Taxation continued

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group operates, including the UK.

The legislation will be effective for the Group’s financial year beginning 31 March 2024. The Group is in scope of the Pillar Two legislation

and has performed an assessment of the Group’s potential exposure to Pillar Two income taxes. The assessment of the potential

exposure to Pillar Two income taxes is based on the most recent country-by-country reporting prepared for the Group and based on this

assessment, the Group does not expect any material potential exposure to Pillar Two top-up taxes.

Deferred tax

Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset/(liability)

arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.

2023/242022/23£m£mAt 2 April 2023/3 April 2022 (155.5) (189.8)Business Combinations (2.3) (5.0)Charged to the statement of profit or loss (24.9) (12.7)Credited to other comprehensive income 50.6 52.7 Credited/(Charged) to equity 1.6 (0.7)At 30 March 2024/1 April 2023 (130.5) (155.5)

The Group has not recognised £10m of deferred tax assets (2022/23: £2.2m not recognised) relating to UK and international corporation

tax losses as future recoverability is considered uncertain. In addition, the Group has not recognised a tax asset of £67.8m (2022/23:

£67.8m) relating to Advanced Corporation Tax (ACT) and £75.8m (2022/23: £75.8m) relating to capital losses. Under current legislation

these can generally be carried forward indefinitely.

Retirement benefit IntangiblesobligationLeasesOtherTotalDeferred tax liabilities£m£m£m£m£mAt 3 April 2022 (64.5) (233.9) (3.8) (1.3) (303.5)Acquisition of The Spice Tailor (5.0) – – – (5.0)Charge due to change in corporate tax rate– To statement of profit or loss (0.3) – – – (0.3)Current period credit/(charge) 1.5 (6.7) 3.0 – (2.2)Credited to other comprehensive (expense)/income – 52.7 – – 52.7 At 1 April 2023 (68.3) (187.9) (0.8) (1.3) (258.3)At 2 April 2023 (68.3) (187.9) (0.8) (1.3) (258.3)Acquisition of FUEL 10K Limited (3.6) – – – (3.6)Current period credit/(charge) 1.7 (10.0) 0.4 1.0 (6.9)Credited to other comprehensive income – 50.6 – – 50.6 At 30 March 2024 (70.2) (147.3) (0.4) (0.3) (218.2)

Notes to the consolidated financial statements continued

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Accelerated tax Share-based depreciationpaymentsLossesOtherTotalDeferred tax assets£m£m£m£m£mAt 3 April 2022 51.3 3.9 57.7 0.8 113.7 Credit due to change in corporate tax rate– To statement of profit or loss 2.3 – 0.3 0.1 2.7 Current period (charge)/credit (13.9) 0.5 (2.2) 2.0 (13.6)Credited to equity – (1.2) – – (1.2)Prior period credit– To statement of profit or loss 0.5 0.2 – – 0.7 – To equity – 0.5 – – 0.5 At 1 April 2023 40.2 3.9 55.8 2.9 102.8At 2 April 2023 40.2 3.9 55.8 2.9 102.8 Acquisition of FUEL 10K Limited – – 1.3 – 1.3 Current period (charge)/credit (11.3) 1.0 (7.4) (0.3) (18.0)Credited to equity – 1.6 – – 1.6 Prior period (charge)/credit – To statement of profit or loss 0.1 – 0.7 (0.8) – At 30 March 2024 29.0 6.5 50.4 1.8 87.7

Deferred tax asset on losses and accelerated tax depreciation £mAs at 30 March 2024 22.4As at 1 April 2023 22.4Net deferred tax liability £mAs at 30 March 2024 (152.9)As at 1 April 2023 (177.9)

Where there is a legal right of offset and an intention to settle as such, deferred tax assets and liabilities may be presented on a net basis.

This is the case for most of the Group’s deferred tax balances except non-trading losses of £22.4m (2022/23: £22.4m). The remainder of

deferred tax assets have therefore been offset in the tables above. Substantial elements of the Group’s deferred tax assets and liabilities,

primarily relating to the defined benefit pension obligation, are greater than one year in nature.

10. Earnings per share

Basic earnings per share has been calculated by dividing the profit attributable to owners of the parent of £112.5m (2022/23: £91.6m

profit) by the weighted average number of ordinary shares of the Company.

Weighted average shares

2023/242022/23 Number (m) Number (m)Weighted average number of ordinary shares for the purpose of basic earnings per share 862.4 861.2Effect of dilutive potential ordinary shares:– Share options 21.1 19.5 Weighted average number of ordinary shares for the purpose of diluted earnings per share 883.5 880.7

Earnings per share calculation

52 weeks ended 30 March 2024 52 weeks ended 1 April 2023Dilutive effect Dilutive effect of share of share Basicoptions Diluted Basicoptions DilutedProfit after tax (£m) 112.5 112.5 91.6 91.6 Weighted average number of shares (m) 862.4 21.1 883.5 861.2 19.5 880.7 Earnings per share (pence) 13.0 (0.3) 12.7 10.6 (0.2) 10.4

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10. Earnings per share continued

Dilutive effect of share options

The dilutive effect of share options is calculated by adjusting the weighted average number of ordinary shares outstanding to assume

conversion of all dilutive potential ordinary shares. The only dilutive potential ordinary shares of the Company are share options and

share awards. A calculation is performed to determine the number of shares that could have been acquired at fair value (determined as

the average annual market share price of the Company’s shares) based on the monetary value of the share awards and the subscription

rights attached to the outstanding share options.

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

Adjusted earnings per share (‘Adjusted EPS’)

Adjusted earnings per share is defined as trading profit less net regular interest, less a notional tax charge at 25.0% (2022/23: 19.0%)

divided by the weighted average number of ordinary shares of the Company.

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

Trading profit and Adjusted EPS have been reported as the directors believe these assists in providing additional useful information on the

underlying trends, performance and position of the Group.

52 weeks 52 weeks ended ended 30 March 1 April 20242023£m£mTrading profit (note 4) 179.5 157.5Less net regular interest (21.6) (20.3)Adjusted profit before taxation 157.9 137.2Notional tax at 25.0% (2022/23: 19%) (39.5) (26.1)Adjusted profit after taxation 118.4 111.1Average shares in issue (m) 862.4 861.2Adjusted basic EPS (pence) 13.7 12.9Net regular interestNet finance cost (26.3) (19.8)Exclude other finance income (0.5) (1.1)Exclude other interest payable 5.2 0.6Net regular interest (21.6) (20.3)

Notes to the consolidated financial statements continued

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11. Property, plant and equipment

Land and Plant and Assets under Right of use buildingsequipmentconstructionAssetsTotal£m£m£m£m£mCostAt 3 April 2022 101.4 348.0 8.6 12.1 470.1Additions 1.0 9.1 6.4 5.7 22.2 Acquisition of subsidiary – 0.1 – – 0.1 Disposals (0.6) (8.8) – (1.3) (10.7)Remeasurement – – – (3.6) (3.6)Reclassified from intangibles – – 0.1 – 0.1Transferred into use 0.7 7.0 (7.7) – – At 1 April 2023 102.5 355.4 7.4 12.9 478.2Additions 3.5 9.2 14.0 3.6 30.3 Disposals (1.9) (10.2) – (0.4) (12.5)Remeasurement – – – – – Reclassified from intangibles – – 0.4 – 0.4Transferred into use 0.1 3.6 (3.7) – – At 30 March 2024 104.2 358.0 18.1 16.1 496.4Accumulated depreciation and impairmentAt 3 April 2022 (45.2) (229.0) – (5.0) (279.2)Depreciation charge (2.6) (15.7) – (1.6) (19.9)Disposals 0.5 8.6 – 1.3 10.4 Impairment charge – (3.6) – – (3.6)At 1 April 2023 (47.3) (239.7) – (5.3) (292.3)Depreciation charge (2.6) (15.0) – (1.9) (19.5)Disposals 1.8 9.8 – 0.4 12.0 1Impairment charge (2.2) (3.2) (0.8) – (6.2)At 30 March 2024 (50.3) (248.1) (0.8) (6.8) (306.0)Net book valueAt 1 April 2023 55.2 115.7 7.4 7.6 185.9At 30 March 2024 53.9 109.9 17.3 9.3 190.4

Impairment of fixed assets in the current year includes £4.2m in relation to non trading items, £1.6m recognised in administration costs and £0.4m which was recognised in

the prior year.

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11. Property, plant and equipment continued

Included in the right of use assets are the following:

Plant, Land and equipment & buildingsotherTotal£m£m£mCostBalance at 3 April 2022 8.6 3.5 12.1 Additions 4.8 0.9 5.7 Disposals (0.5) (0.8) (1.3)Remeasurement (3.6) – (3.6)At 1 April 2023 9.3 3.6 12.9Additions 0.3 3.3 3.6 Disposals – (0.4) (0.4)At 30 March 2024 9.6 6.5 16.1Accumulated depreciation and impairmentAt 3 April 2022 (3.3) (1.7) (5.0)Depreciation charge (0.7) (0.9) (1.6)Disposals 0.5 0.8 1.3 At 1 April 2023 (3.5) (1.8) (5.3)Depreciation charge (0.8) (1.1) (1.9)Disposals – 0.4 0.4 At 30 March 2024 (4.3) (2.5) (6.8)Net book valueAt 1 April 2023 5.8 1.8 7.6 At 30 March 2024 5.3 4.0 9.3

The Group’s borrowings are secured on the assets of the Group including property, plant and equipment.

12. Goodwill

As atAs at30 March 1 April 20242023£m£mCarrying valueAt 2 April 2023/At April 2022 680.3 646.0 Acquisition of subsidiary (note 28) 22.4 34.3 At 30 March 2024/At 1 April 2023 702.7 680.3

Goodwill is allocated to the Group’s Grocery CGU. Goodwill impairment testing is performed at the Grocery CGU level, which is the lowest

level at which goodwill is allocated and monitored for internal reporting purposes.

Key assumptions

The key assumptions for calculating value in use are revenue growth, divisional contribution margin growth, long-term growth rate and

discount rate.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units. It is not amortised but is

tested annually for impairment.

Notes to the consolidated financial statements continued

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Cash flow assumptions

The cash flows and capital expenditure to maintain these used in the value in use calculation are post-tax cash flows based on the latest

Board-approved budget for the first year and the latest Board-approved forecasts in respect of the following four years which include

consideration of the impact on the Group of climate change and actions the Group are taking to reduce carbon emissions. The costs and

capital expenditure to meet the Group’s ESG targets, on page 35, are included in cashflows.

Two of the key assumptions when forecasting cash flows are revenue growth and divisional contribution margin. Revenue growth is

forecast based on known or forecast customer sales initiatives, including, to the extent agreed, customer business plans or agreements

for the next period, current and forecast new product development, promotional and marketing strategy, and specific category or

geographical growth. External factors, including the consumer environment, are also taken into account in the more short-term forecasts.

The compound revenue growth rate over the five-year forecast period is 3.2% (2022/23: 4.9% 5-year compound revenue growth rate).

Divisional contribution margin is forecast based on the projected mix of branded and non-branded sales, raw material input costs,

purchasing initiatives, factory performance and efficiency plans and marketing and distribution costs. Management have modelled

scenarios on volume elasticity due to inflationary pressures and the adverse impact on demand due to climate change and were within

the range of Group’s existing sensitivities as disclosed within the table below. Please also see viability and going concern analysis on pages

71 to 72 for further details on additional scenario analyses performed. The climate scenarios modelled reflect the risks deemed material

through the ‘TFCD’ risk assessment see page 45 to 49.

Long term growth rate assumptions

For the purposes of impairment testing, the cash flows are extrapolated into perpetuity using growth assumptions relevant for the

business sector. The growth rate applied of 1.12% (2022/23: 1.16%) is based on the average medium term GDP growth as the directors

expect food consumption to follow GDP growth. This is not considered to be higher than the average long-term industry growth rate.

Discount rate assumptions

The discount rate applied to the cash flows is calculated using a post-tax rate based on the weighted average cost of capital (‘WACC’)

which would be anticipated for a market participant in the Group.

The Group has considered the impact of the current economic climate in determining the appropriate discount rate to use in impairment

testing. In the current period, the post-tax rate used to discount the forecast cash flows has been determined to be 8.26% (2022/23:

9.06%). On a pre-tax basis a discount rate of 10.64% (2022/23: 12.08%) would have been applied.

Sensitivity analysis

An illustration of the sensitivity to reasonably possible changes in key assumptions in the impairment test for the Grocery CGU is as

follows:

Reasonably possible change in assumption Impact on value in useRevenue growth Increase/decrease by 3.0% Increase/decrease by £407m/£477.2mDivisional contribution margin Increase/decrease by 2.0% Increase/decrease by £234.9mLong-term growth rate Increase/decrease by 0.5% Increase/decrease by £102.7m/£146.1mDiscount rate Increase/decrease by 0.5% Decrease/increase by £168.9m/£130.0m

Under each of the above sensitivities no individual scenarios would trigger an impairment for the Grocery CGU. Under a combination of

reasonably possible scenarios and taking into account mitigating actions, no impairment would be triggered.

Goodwill impairment charge

There has been no goodwill impairment charge recognised in 2023/24 (2022/23: £nil).

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13. Other intangible assets

Customer Assets under SoftwareLicencesBrandsrelationshipsconstructionTotal £m£m£m£m£m£mCostAt 3 April 2022 134.7 28.0 665.2 134.8 2.0 964.7 Additions 4.0 – – – 2.1 6.1 Acquisition of subsidiary – – 20.5 – – 20.5 Reclassified to property, plant & equipment – – – – (0.1) (0.1)Transferred into use 1.5 – – – (1.5) – At 1 April 2023 140.2 28.0 685.7 134.8 2.5 991.2 Additions 3.3 – – – 3.8 7.1 Acquisition of subsidiary – – 14.4 – – 14.4 Disposals (6.2) – – – – (6.2)Reclassified to property, plant & equipment – – – – (0.4) (0.4)Transferred into use 1.8 – – – (1.8) – At 30 March 2024 139.1 28.0 700.1 134.8 4.1 1,006.1 Accumulated amortisation and impairmentAt 3 April 2022 (122.3) (28.0) (386.1) (134.8) – (671.2)Amortisation charge (4.9) – (20.7) – – (25.6)At 1 April 2023 (127.2) (28.0) (406.8) (134.8) – (696.8)Disposals 6.1 – – – – 6.1 Amortisation charge (4.9) – (20.9) – – (25.8)At 30 March 2024 (126.0) (28.0) (427.7) (134.8) – (716.5)Net book valueAt 1 April 2023 13.0 – 278.9 – 2.5 294.4 At 30 March 2024 13.1 – 272.4 – 4.1 289.6

All amortisation is recognised within administrative costs.

Included in the assets under construction additions for the period are £1.5m (2022/23: £2.8m) relating to internal software

development costs.

The Group’s borrowings are secured on the assets of the Group including other intangible assets.

The material brands held on the balance sheet are as follows:

Carrying value Estimated at 30 March useful2024 life remaining£mYearsBisto 77.5 13Oxo 61.6 22Batchelors 40.1 12Mr Kipling 30.1 13The Spice Tailor 18.4 13Sharwood's 16.9 13Fuel10k 14.0 15

Notes to the consolidated financial statements continued

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14. Retirement benefit schemes

Defined benefit schemes

The Group operates a number of defined benefit schemes under which current and former employees have built up an entitlement to

pension benefits on their retirement. Although the Premier Foods Section, Premier Grocery Products Section and RHM Section identified

below are no longer separate schemes following the merger in 2020, historically, Premier Foods companies’ pension liabilities and ex-

RHM companies’ liabilities have been shown separately. These are as follows:

(a) The “Premier” Schemes, which comprise:

Premier Foods Pension Section of RHM Pension Scheme

Premier Grocery Products Pension Section of RHM Pension Scheme

Premier Grocery Products Ireland Pension Scheme (‘PGPIPS’)

Chivers 1987 Pension Scheme

(b) The “RHM” Pension Schemes, which comprise:

RHM Section of the RHM Pension Scheme

Premier Foods Ireland Pension Scheme

The Premier Foods Pension Scheme and Premier Grocery Products Pension Scheme were wound up following the merger of assets and

liabilities on a segregated basis with the RHM Pension Scheme in June 2020. The RHM Pension Scheme operates as three sections, the

RHM Section, Premier Foods Section and Premier Grocery Products Section.

On 6 March 2024 the Group announced that following the strong performance of the pensions schemes since the 2020 segregated

merger, deficit contribution payments would be suspended from 1 April 2024. Subject to the results of the next triennial valuation due

at 31 March 2025 for all three Sections of the RHM Pensions Scheme, the Group anticipates no further contributions to be payable after

this date.

The exchange rates used to translate the overseas euro based schemes are £1.00 = €1.1587 (2022/23: £1.00 = €1.1582) for the average

rate during the period, and £1.00 = €1.1699 (2022/23: £1.00 = €1.1377) for the closing position at period end.

All defined benefit schemes are held separately from the Company under Trusts. Trustees are appointed to operate the schemes

in accordance with their respective governing documents and pensions law. The schemes meet the legal requirement for member

nominated trustees’ representation on the trustee boards. Trustee directors undertake regular training and development to ensure that

they are equipped appropriately to carry out the role. In addition, each trustee board has appointed professional advisers to give them

the specialist expertise they need to support them in the areas of investment, funding, legal, covenant and administration.

The trustee boards generally meet at least four times a year to conduct their business. To support these meetings certain aspects of

the schemes’ operation are delegated to give specialist focus (e.g. investment, administration and compliance) to committees for which

further meetings are held as appropriate throughout the year. These committees regularly report to the full trustee boards.

The schemes invest through investment managers appointed by the trustees in a broad range of assets to support the security and

funding of their pension obligations. Asset classes used include government bonds, private equity, absolute return products, swaps,

infrastructure, illiquid credits and global credits.

The scheme assets do not include any of the Group’s own financial instruments, nor any property occupied by, or other assets used

by, the Group. The RHM Pension Scheme holds a security over the assets of the Group which ranks pari passu with the banks and

bondholders in the event of insolvency, up to a cap.

The schemes incorporate a Liability Driven Investment (LDI) strategy to more closely match the assets with changes in value of liabilities.

The RHM Pension Scheme uses assets including interest rate and inflation swaps, index linked bonds and infrastructure in its LDI strategy.

In setting the investment strategy, the primary concern for the trustee of the RHM Pension Scheme is to act in the best financial

interests of all beneficiaries, seeking the best return that is consistent with a prudent and appropriate level of risk. This includes the

risk that environmental, social and governance factors, including climate change, negatively impact the value of investments held if not

understood and evaluated properly. The trustee considers this risk by taking advice from its investment advisors when choosing asset

classes, selecting managers, and monitoring performance.

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14. Retirement benefit schemes continued

From 1 October 2022, the trustee is required by regulation to:

• implement climate change governance measures and produce a Taskforce on Climate-related Financial Disclosures (TCFD) report

containing associated disclosures; and

• publish its TCFD report on a publicly available website, accessible free of charge.

The trustee disclosed the scheme’s first TCFD report as part of the 2023 year-end reporting cycle.

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

• Liquidity risk – the PF and PGP Sections of the RHM Pension Scheme have significant technical funding deficits which could increase.

The RHM Section of the RHM Pension Scheme is currently in surplus, but subsequent valuations could reveal a deficit. As such this

could have an adverse impact on the financial position of the Group. The Group continues to monitor the pension risks closely

working with the trustees to ensure a collaborative approach.

• Mortality risk – the assumptions adopted make allowance for future improvements in life expectancy. However, if life expectancy

improves at a faster rate than assumed, this would result in greater payments from the schemes and consequently increases in the

schemes liabilities. The trustees review the mortality assumption on a regular basis to minimise the risk of using an inappropriate

assumption.

• Yield risk – a fall in government bond yields will increase the schemes liabilities and certain of the assets. However, the liabilities may

grow by more in monetary terms, thus increasing the deficit in the scheme.

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

liabilities will increase.

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

The exposure to the yield and inflation risks described above can be hedged by investing in assets that move in the same direction as the

liabilities in the event of a fall in yields, or a rise in inflation. The RHM Pension Scheme as a whole has largely hedged inflation and interest

rate exposure to the extent of its funding level.

The liabilities of the schemes are approximately 35.0% in respect of former active members who have yet to retire and approximately

65.0% in respect of pensioner members already in receipt of benefits.

The average duration of the sectionalised pension liabilities in the RHM Pension Scheme is 13.0 years (12.8 years for the RHM Section;

13.9 years for the PF Section and 13.4 years for the PGP Section).

All pension schemes are closed to future accrual.

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

At 30 March 2024 At 1 April 2023Premier RHM Premier RHM SchemesSchemesSchemesSchemesDiscount rate 4.80% 4.80% 4.80% 4.80%Inflation – RPI 3.15% 3.15% 3.30% 3.30%Inflation – CPI 2.75% 2.75% 2.85% 2.85%Future pension increases– RPI (min 0% and max 5%) 2.90% 2.90% 3.05% 3.05%– CPI (min 3% and max 5%) 3.55% 3.55% 3.55% 3.55%

Notes to the consolidated financial statements continued

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For the smaller overseas schemes, the discount rate used was 3.30% (2022/23: 3.65%) and future pension increases were 2.10%

(2022/23: 2.45%).

At 30 March 2024 and 1 April 2023, the discount rate was derived based on a bond yield curve expanded to also include bonds rated AA

by one credit agency (and which might for example be rated A or AAA by other agencies).

The Group continued to set RPI inflation in line with the market break-even expectations less an inflation risk premium. The inflation risk

premium of 0.3% (2022/23: 0.3%), reflects an allowance for additional market distortions caused by the RPI reform proposals.

The Group has set the CPI assumption by assuming it is 0.9% p.a. lower than RPI pre 2030 (2022/23: 1.0% lower pre 2030), reflecting

UKSA’s stated intention to make no changes before 2030, and 0.1% lower than RPI post 2030 (2022/23: 0.1% lower post 2030), this being

our expectation of the long-term average difference between CPI and CPI-H. Using this approach, the assumed difference between the

RPI and CPI is an average of 0.40% (2022/23: 0.45%) per annum.

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

The RHM scheme invests directly in interest rate and inflation swaps to protect from fluctuations in interest rates and inflation.

The mortality assumptions are based on the latest standard mortality tables at the reporting date. The directors have considered the

impact of the recent Covid-19 pandemic on the mortality assumptions and consider that use of the updated Continuous Mortality

Improvement (CMI) 2022 projections for the future improvement assumption a reasonable approach.

The life expectancy assumptions are as follows:

At 30 March 2024 At 1 April 2023Premier RHM Premier RHM SchemesSchemesSchemesSchemesMale pensioner, currently aged 65 86.3 84.6 86.5 84.7Female pensioner, currently aged 65 88.1 87.0 88.2 87.1Male non-pensioner, currently aged 45 87.2 85.8 87.4 86.0Female non-pensioner, currently aged 45 89.5 88.8 89.7 89.0

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

Change in assumption Impact on scheme liabilitiesDiscount rate Increase/decrease by 0.1% Decrease/increase by £38.4m/£39.0mInflation Increase/decrease by 0.1% Increase/decrease by £16.8m/£16.8mAssumed life expectancy at age 60 (rate of mortality) Increase/decrease by 1 year Increase/decrease by £109.6m/£118.4m

The sensitivity information has been derived using projected cash flows for the Schemes valued using the relevant assumptions and

membership profile as at 30 March 2024. Extrapolation of these results beyond the sensitivity figures shown may not be appropriate.

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14. Retirement benefit schemes continued

Premier RHM Schemes % of total Schemes % of total Total % of total £m%£m%£m%Assets with a quoted price in an active market at 30 March 2024:Government bonds 276.5 51.8 958.9 31.7 1,235.4 34.6Cash 9.7 1.8 31.6 1.0 41.3 1.2Assets without a quoted price in an active market at 1 April 2024:UK equities – – – – – –Global equities – – 2.1 0.1 2.1 0.1Government bonds 29.8 5.6 4.3 0.1 34.1 1.0Corporate bonds 7.4 1.4 4.0 0.1 11.4 0.3Global Property 72.3 13.5 376.3 12.4 448.6 12.5Absolute return products 5.3 1.0 239.3 7.9 244.6 6.9Infrastructure funds 22.7 4.3 355.8 11.7 378.5 10.5Interest rate swaps – – 241.6 8.0 241.6 6.8Inflation swaps – – 24.0 0.8 24.0 0.7Private equity 39.2 7.4 326.3 10.8 365.5 10.3LDI – – 7.2 0.2 7.2 0.2Global credit 3.2 0.6 178.0 5.9 181.2 5.1Illiquid credit 61.7 11.6 201.6 6.6 263.3 7.4Cash 3.6 0.7 0.6 – 4.2 0.1Other 1.6 0.3 80.4 2.7 82.0 2.3Fair value of scheme assets as at 30 March 2024 533.0 100% 3,032.0 100% 3,565.0 100%Assets with a quoted price in an active market at 1 April 2023:Government bonds 197.8 35.8 815.1 25.2 1,012.9 26.7Cash 8.2 1.5 59.1 1.8 67.3 1.8Assets without a quoted price in an active market at 2 April 2022:UK equities 0.1 0.0 – – 0.1 0.0Global equities 2.3 0.4 4.6 0.1 6.9 0.2Government bonds 30.5 5.5 2.1 0.1 32.6 0.9Corporate bonds 7.4 1.4 4.9 0.2 12.3 0.3Global Property 113.4 20.5 418.6 12.9 532.0 14.0Absolute return products 6.8 1.2 426.6 13.2 433.4 11.4Infrastructure funds 27.4 5 342.5 10.6 369.9 9.8Interest rate swaps – – 286.6 8.8 286.6 7.6Inflation swaps – – 43.4 1.3 43.4 1.1Private equity 48.8 8.8 310.8 9.6 359.6 9.5LDI – – 7.1 0.2 7.1 0.2Global credit 4.3 0.8 205.9 6.4 210.2 5.5Illiquid credit 101.4 18.3 227.5 7.00 328.9 8.7Cash 0.5 0.1 0.1 0.0 0.6 0.0Other 3.7 0.7 85.3 2.6 89.0 2.3Fair value of scheme assets as at 2 April 2022 552.6 100% 3,240.2 100% 3,792.8 100%

Notes to the consolidated financial statements continued

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

third parties.

Pension assets have been reported using 30 March 2024 valuations where available. As is usual practice for pensions assets where

valuations at this date were not available, the most recent valuations (predominantly at 31 December 2023) have been rolled forward

for cash movements to 30 March 2024 and recognised as lagged valuations. This is considered by management the most appropriate

estimate of valuations for these assets using the information available at the time. At 30 March 2024 the financial statements include

£363.8m of assets (2022/23: £371.0m) using lagged valuations and were these lagged valuations to move by 1.0% there would be a

£3.6m (2022/23: £3.7m) impact on the fair value of scheme assets. This approach is principally relevant for Private Equity, Property

Assets, Illiquid Credits and Global Credits asset categories. Pension assets valuations are subject to estimation uncertainty due to market

volatility, which could result in a material movement in asset values over the next 12 months. The amounts recognised in the balance

sheet arising from the Group’s obligations in respect of its defined benefit schemes are as follows:

Premier RHM schemes schemes Total £m£m£mAt 30 March 2024Present value of defined benefit obligation (730.7) (2,232.8) (2,963.5)Fair value of plan assets 533.0 3,032.0 3,565.0(Deficit)/surplus in schemes (197.7) 799.2 601.5At 1 April 2023Present value of defined benefit obligation (735.4) (2,291.9) (3,027.3)Fair value of plan assets 552.6 3,240.2 3,792.8(Deficit)/surplus in schemes (182.8) 948.3 765.5

The aggregate surplus of £765.5m has decreased to a surplus of £601.5m in the current period. This decrease of £164.0m (2022/23:

£179.4m decrease) is primarily due to a lower return on scheme assets. Further details are provided later in this note.

The disclosures in note 14 represent those schemes that are associated with Premier (‘Premier schemes’) and those that are associated

with ex-RHM companies (‘RHM Schemes’). These differ to that disclosed on the balance sheet, in which the schemes have been split

between those in an asset position and those in a liability position. The disclosures in note 14 reconcile to those disclosed on the balance

sheet as shown below:

At 30 March 2024 At 31 April 2023Premier RHM Premier RHM schemes schemes Total schemes schemes Total £m£m£m£m£m£mSchemes in net asset position 10.8 799.2 810.0 11.8 948.3 960.1Schemes in net liability position (208.5) – (208.5) (194.6) – (194.6)Net (Deficit)/surplus in schemes (197.7) 799.2 601.5 (182.8) 948.3 765.5

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

Premier RHM schemes schemes Total £m£m£mDefined benefit obligation at 3 April 2022 (1,020.2) (3,134.9) (4,155.1)Interest cost (27.0) (83.9) (110.9)Settlement 0.3 – 0.3Remeasurement gain 271.9 787.3 1,059.2Exchange differences (1.6) (1.1) (2.7)Benefits paid 41.2 140.7 181.9Defined benefit obligation at 1 April 2023 (735.4) (2,291.9) (3,027.3)Interest cost (33.9) (105.8) (139.7)Remeasurement (loss)/gain (1.9) 18.5 16.6Exchange differences 0.9 0.5 1.4Benefits paid 39.6 145.9 185.5Defined benefit obligation at 30 March 2024 (730.7) (2,232.8) (2,963.5)

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14. Retirement benefit schemes continued

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

Premier RHM schemes schemes Total £m£m£mFair value of scheme assets at 3 April 2022 826.3 4,273.7 5,100.0Interest income on scheme assets 22.1 115.1 137.2Remeasurement losses (295.7) (1,009.1) (1,304.8)Administrative costs (4.2) (4.4) (8.6)Settlement (0.3) – (0.3)Contributions by employer 40.6 4.5 45.11Additional employer contribution2.7 – 2.7Exchange differences 2.3 1.1 3.4Benefits paid (41.2) (140.7) (181.9)Fair value of scheme assets at 1 April 2023 552.6 3,240.2 3,792.8Interest income on scheme assets 25.9 151.0 176.9Remeasurement losses (40.5) (213.8) (254.3)Administrative costs (2.7) (2.9) (5.6)Contributions by employer 34.8 3.9 38.71Additional employer contribution3.8 – 3.8Exchange differences (1.3) (0.5) (1.8)Benefits paid (39.6) (145.9) (185.5)Fair value of plan assets at 30 March 2024 533.0 3,032.0 3,565.0

Contribution by the Group to the Premier Schemes due to the payment of dividends during the year.

The reconciliation of the net defined benefit (deficit)/surplus over the period is as follows:

Premier RHM schemes schemes Total £m£m£m(Deficit)/surplus in schemes at 3 April 2022 (193.9) 1,138.8 944.9Amount recognised in profit or loss (9.1) 26.8 17.7Remeasurements recognised in other comprehensive income (23.8) (221.8) (245.6)Contributions by employer 40.6 4.5 45.11Additional employer contribution2.7 – 2.7Exchange differences recognised in other comprehensive income 0.7 – 0.7(Deficit)/surplus in schemes at 1 April 2023 (182.8) 948.3 765.5Amount recognised in profit or loss (10.7) 42.3 31.6Remeasurements recognised in other comprehensive income (42.4) (195.3) (237.7)Contributions by employer 34.8 3.9 38.71Additional employer contribution3.8 – 3.8Exchange differences recognised in other comprehensive income (0.4) – (0.4)(Deficit)/surplus in schemes at 30 March 2024 (197.7) 799.2 601.5

Contribution by the Group to the Premier Schemes due to the payment of dividends during the year.

Notes to the consolidated financial statements continued

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

At 30 March 2024 At 1 April 2023Premier RHM Premier RHM SchemesSchemesTotalSchemesSchemesTotal£m£m£m£m£m£mRemeasurement (loss)/gain on scheme liabilities (1.9) 18.5 16.6 271.9 787.3 1,059.2Remeasurement loss on scheme assets (40.5) (213.8) (254.3) (295.7) (1,009.1) (1,304.8)Net remeasurement loss for the period (42.4) (195.3) (237.7) (23.8) (221.8) (245.6)

The actual return on scheme assets was a £77.4m loss (2022/23: £1,167.6m loss), which is £254.3m less (2022/23: £1,304.8m less) than

the interest income on scheme assets of £176.9m (2022/23: £137.2m).

The remeasurement gain on liabilities of £16.6m (2022/23: £1,059.2m gain) comprises a gain due to changes in financial assumptions of

£6.9m (2022/23: £1,089.8m gain), a loss due to member experience of £21.2m (2022/23: £69.7m loss) and a gain due to demographic

assumptions of £30.9m (2022/23: £39.1m gain).

The Group expects to contribute £6.0m annually to its defined benefit schemes in relation to expenses and government levies up to 29

March 2025. An agreement has been reached with the RHM Pension Scheme Trustee to suspend deficit contributions payments from

1 April 2024, as a result of this agreement the Group will enter into a Letter of Credit in favour of the Scheme, equal to the suspended

deficit contributions.

The Group has concluded that it has an unconditional right to a refund of any surplus in the RHM Pension Scheme once the liabilities

have been discharged and, that the trustees of the RHM Pension Scheme do not have the unilateral right to wind up the scheme, so the

asset has not been restricted and no additional liability has been recognised.

The Group is aware of the Virgin Media court ruling on rule amendments to Defined Benefit schemes and that it may impact the

obligation of the legacy Defined Benefit pension plans in the UK. However, the extent of the impact is uncertain, the case is being

appealed and it is also possible that the government may intervene, using powers in the existing legislation. On this basis, the Group is

waiting for the outcome of these before taking action.

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

Premier RHM schemes schemes Total £m£m£mPeriod ended 30 March 2024 Operating profitAdministrative costs (2.7) (2.9) (5.6)Net interest (cost)/credit (8.0) 45.2 37.2Total (cost)/credit (10.7) 42.3 31.6Period ended 1 April 2023Operating profitAdministrative costs (4.2) (4.4) (8.6)Net interest (cost)/credit (4.9) 31.2 26.3Total (cost)/credit (9.1) 26.8 17.7

Defined contribution schemes

A number of companies in the Group operate defined contribution schemes, including provisions to comply with auto enrolment

requirements laid down by law. In addition, a number of schemes providing life assurance benefits only are operated. The total expense

recognised in the statement of profit or loss of £10.2m (2022/23: £8.2m) represents contributions payable to the schemes by the Group

at rates specified in the rules of the schemes.

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15. Inventories

As atAs at30 March 1 April 20242023£m£mRaw materials 18.5 20.6Work in progress 3.5 3.5Finished goods and goods for resale 76.9 69.6Total inventories 98.9 93.7

Stock write-offs in the period amounted to £5.2m. In the prior period, £7.6m was written off and primarily related to one-offs due to

supply chain disruption and the closure of the Knighton site.

The borrowings of the Group are secured on the assets of the Group including inventories.

16. Trade and other receivablesAs atAs at30 March 1 April 20242023£m£mTrade receivables 83.0 70.8Trade receivables provided for (2.5) (2.9)Net trade receivables 80.5 67.9Prepayments 17.6 19.0Corporation tax – 0.6 Other tax and social security receivable 13.9 13.6Other receivables 3.7 2.8Total trade and other receivables 115.7 103.9

The borrowings of the Group are secured on the assets of the Group including trade and other receivables.

During the period, the Group continued to operate the trade receivable purchase arrangement. This is a non-recourse arrangement and

therefore amounts are derecognised when sold. As at 30 March 2024, £29.2 million was drawn (2022/23: £28.7 million) under the non-

recourse arrangement.

17. Notes to the cash flow statement

Reconciliation of profit before taxation to cash flows from operations

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mProfit before taxation 151.4 112.4Net finance cost 26.3 19.8Operating profit 177.7 132.2Depreciation of property, plant and equipment 19.5 19.9Amortisation of intangible assets 25.8 25.6Impairment of non-current assets¹ 6.2 3.6 Net (gain)/ loss on disposal of non-current assets (0.2) 0.3Fair value movements on foreign exchange and other derivative contracts 1.1 1.8Net interest on pensions and administrative expenses (31.6) (17.7)Equity settled employee incentive schemes 4.4 4.6Increase in inventories (7.5) (12.4)Increase in trade and other receivables (16.9) (1.9)Increase in trade and other payables and provisions 10.4 0.1Additional employer contribution² (3.8) (2.7)Contribution to defined benefit pension schemes (38.7) (45.1)Cash generated from operations 146.4 108.3

Impairment off non-current assets primarily relates to the closure of the Knighton and Charnwood sites.

Contribution by the Group to the Premier schemes due to the payment of dividends during the year.

Notes to the consolidated financial statements continued

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Reconciliation of cash and cash equivalents to net borrowings

52 weeks 52 weeks endedended30 March 1 April 20242023£m£mNet inflow of cash and cash equivalents 38.9 9.1 Movement in lease liabilities 1.1 2.8Debt issuance costs in the period 0.5 0.7Other non-cash movements (1.8) (1.9)Decrease in borrowings net of cash 38.7 10.7Total net borrowings at beginning of period (274.3) (285.0)Total net borrowings at end of period (235.6) (274.3)

Analysis of movement in borrowings

Non-cash Other As at As at interest non-cash 30 March 2 April 2023Cash flowsexpense movements2024£m£m£m£m£mBank overdrafts (1.0) 1.0 – – – Cash and bank deposits 64.4 37.9 – – 102.3 Net cash and cash equivalents 63.4 38.9 – – 102.3 Borrowings – Senior Secured Fixed Rate Notes maturing October 2026 (330.0) – – – (330.0)Lease liabilities (13.3) 2.6 (0.8) (0.7) (12.2)1Gross borrowings net of cash (279.9) 41.5 (0.8) (0.7) (239.9)2Debt issuance costs 5.6 0.5 (1.8) – 4.3 1Total net borrowings (274.3) 42.0 (2.6) (0.7) (235.6)1Total net borrowings excluding lease liabilities (261.0) 39.4 (1.8) – (223.4)

Borrowings exclude derivative financial instruments.

The non-cash movement in debt issuance costs relates to the amortisation of capitalised borrowing costs only.

Cash outflows of £2.6m (2022/23: £2.9m) in relation to repayments of lease liabilities have been included in the consolidated statement

of cash flows, including £0.8m included in interest paid within cash flows from operating activities.

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

right of offset.

As at 30 March 2024 As at 1 April 2023Offset Offset Net offset Offset Offset Net offset assetliabilityassetassetliabilityliabilityCash, cash equivalents and bank overdrafts 16.0 (12.5) 3.5 12.6 (13.6) (1.0)

18. Trade and other payables

As atAs at30 March 1 April 20242023£m£mTrade payables (141.6) (141.1)Commercial accruals (74.3) (67.5)Tax and social security payables (8.8) (7.1)Other payables and accruals (39.9) (39.7)Total trade and other payables (264.6) (255.4)

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19. Financial instruments

The Group’s activities expose it to a variety of financial risks: market risk (arising from adverse movements in foreign currency, commodity

prices and interest rates), credit risk and liquidity risk. The Group uses a variety of derivative financial instruments to manage certain of

these risks. The management of these risks, along with the day-to-day management of treasury activities is performed by the Treasury

function. The policy framework governing the management of these risks is defined by the Board. The framework for management of

these risks is incorporated into a policies and procedures manual.

The Group also enters into contracts with suppliers for its principal raw material requirements, some of which are considered

commodities, diesel and energy. These commodity and energy contracts are part of the Group’s normal purchasing activities. Some of

the risk relating to diesel is mitigated with the use of derivative financial instruments. The Price Risk Management Committee monitors

and reviews the Group’s foreign currency exchange, commodity price and energy price exposures and recommends appropriate hedging

strategies for each.

19.1 Market risk

(i) Foreign exchange risk

The Group’s main operating entities’ functional currency and the Group’s presentational currency is sterling although some transactions

are executed in non-sterling currencies, principally the euro. The transactional amounts realised or settled are therefore subject to the

effect of movements in these currencies against sterling. Management of these exposures is centralised and managed by the Treasury

function. It is the Group’s policy to manage the exposures arising using forward foreign currency exchange contracts and currency

options. Hedge accounting is not sought for these transactions.

The Group generates some of its profits in non-sterling currencies and has assets in non-sterling jurisdictions, principally the euro.

The principal foreign currency affecting the translation of subsidiary undertakings within the Group financial statements is the euro. The

rates applicable are as follows:

52 weeks 52 weeks ended ended 30 March 1 April Principal rate of exchange: euro/sterling 20242023Period ended 1.1699 1.1377Average 1.1587 1.1582

The majority of the Group’s assets and liabilities are denominated in the functional currency of the relevant subsidiary.

The table below shows the Group’s currency exposures as at 30 March 2024 and 1 April 2023 that gave rise to net currency gains and

losses recognised in the consolidated statement of profit or loss as a result of monetary assets and liabilities that are not denominated in

the functional currency of the subsidiaries involved.

Functional currency of subsidiaries – Sterling

As atAs at30 March 1 April 20242023£m£mNet foreign currency monetary assets:– Euro (4.4) (5.3)– US dollar 1.7 1.3 – Other 7.5 (0.2)Total 4.8 (4.2)

In addition, the Group also has forward foreign currency exchange contracts outstanding at the period end in order to manage the

exposures above but also to hedge future transactions in foreign currencies. The sterling nominal amounts outstanding are as follows:

As atAs at30 March 1 April 20242023£m£mEuro (54.9) (38.7)Australian dollar – 1.6 Indian rupee (4.7) (7.0)Total (59.6) (44.1)

Sensitivities are disclosed below using the following reasonably possible scenarios:

Notes to the consolidated financial statements continued

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If the euro were to weaken against sterling by 10 euro cents, with all other variables held constant, profit after tax would decrease by

£3.4m (2022/23: £2.6m decrease).

If the euro were to strengthen against sterling by 10 euro cents, with all other variables held constant, profit after tax would increase by

£4.1m (2022/23: £3.0m increase).

(ii) Commodity price risk

The Group purchases a variety of commodities for use in production and distribution which can experience significant price volatility,

which include, inter-alia, dairy, wheat, cocoa, edible oils and energy. The price risk including inflation on these commodities is managed

closely by the Group through the Price Risk Management Committee. It is the Group’s policy to minimise its exposure to this volatility by

adopting an appropriate forward purchase strategy or by the use of derivative instruments where they are available.

(iii) Interest rate risk

The Group’s borrowing facilities comprise senior secured notes and a revolving facility, in sterling. Interest on the revolving facility is

charged at floating rates plus a margin on the amounts drawn down, and at 35% of the applicable margin for the non-utilised portion of

the facility, hence the borrowings are sensitive to changes in interest rates.

Cash and deposits earn interest at floating rates based on banks’ short-term treasury deposit rates. Short-term trade and other

receivables are interest-free.

The Group’s other financial assets and liabilities are not exposed to material interest rate risk.

19.2 Credit risk

The Group’s principal financial assets are cash and cash equivalents and trade and other receivables.

Cash and cash equivalents are deposited with high-credit quality financial institutions and although a significant amount of sales is to a

relatively small number of customers these are generally the major grocery retailers whose credit risk is considered low.

The ageing of trade and other receivables was as follows:

Past due Fully performing1-30 days31-60 days61-90 days91-120 days120+ daysTotalAt 30 March 2024£m£m£m£m£m£m£mTrade and other receivablesExpected loss rate 2.2% 3.6% 14.0% 16.0% 11.1% 13.6% 2.9%Gross carrying amount trade and other receivables 76.6 6.0 0.1 0.7 0.6 2.7 86.7 Loss allowance (1.7) (0.2) (0.0) (0.1) (0.1) (0.4) (2.5)

At 1 April 2023Trade and other receivablesExpected loss rate 3.2% 1.8% 7.0% 15.2% 19.1% 57.8% 3.9%Gross carrying amount trade and other receivables 54.1 13.7 3.3 1.3 0.6 0.6 73.6Loss allowance (1.7) (0.2) (0.2) (0.2) (0.1) (0.4) (2.9)

The total loss allowance includes provisions in relation to receivables from customers which are considered at risk of experiencing difficult

economic situations in the current environment.

The Group does not hold any collateral as security against its financial assets.

Movements in the provision for impairment of trade receivables are as follows:

£m £mAs at 2 April 2023/3 April 2022 2.9 2.6Receivables written off during the period as uncollectable – (0.2)Provision for receivables impairment raised/(released) (0.4) 0.5As at 30 March 2024/1 April 2023 2.5 2.9

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19. Financial instruments continued

19.3 Liquidity risk

The Group manages liquidity risk through the Treasury function. Cash flow forecasts are prepared and reviewed on a weekly basis,

normally covering a period of three months.

In addition, cash flow forecasts are prepared as part of the Group’s overall budgeting and forecasting processes and performance is

monitored against this each month. This is intended to give the Board sufficient forward visibility of debt levels.

The Group’s Net debt level can vary from month to month and there is some volatility within months. This reflects seasonal trading

patterns, timing of receipts from customers and payments to suppliers, patterns of inventory holdings and the timing of the spend on

major capital and restructuring projects. For these reasons the debt levels at the period end date may not be indicative of debt levels at

other points throughout the period.

The following table analyses the Group’s financial liabilities into relevant maturity groupings based on the contractual undiscounted

cash flows.

Within 1 1 and 2 2 and 3 3 and 4 4 and 5 Over 5 yearyearsyearsyearsyearsyearsTotal£m£m£m£m£m£m£mAt 30 March 2024Trade and other payables (255.8) – – – – – (255.8)Senior secured notes – fixed (11.6) (11.6) (341.6) – – – (364.8)Lease liabilities (2.9) (2.5) (1.9) (1.5) (1.5) (8.9) (19.2)At 1 April 2023Trade and other payables (248.3) – – – – – (248.3)Senior secured notes – fixed (11.6) (11.6) (11.6) (336.7) – – (371.5)Lease liabilities (2.6) (2.6) (2.2) (1.5) (1.4) (6.2) (16.5)

The secured senior credit facility (revolving) is priced to SONIA, other liabilities are not re-priced before the maturity date.

At 30 March 2024, the Group had £182.0m (2022/23: £182.0m) of facilities not drawn, expiring between two to three years (2022/23:

two to three years).

The borrowings are secured by a fixed and floating charge over all the assets of the Group.

The following table analyses the contractual undiscounted cash flows of interest on the fixed rate debt to maturity.

Within 11 and 2 2 and 3 3 and 4 4 and 5Over 5 yearyearsyearsyears yearsyearsTotal£m£m£m£m£m£m£mAt 30 March 2024 11.6 11.6 11.6 – – – 34.8 At 1 April 2023 11.6 11.6 11.6 6.7 – – 41.5

Notes to the consolidated financial statements continued

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The following table analyses the Group’s derivative financial instruments into relevant maturity groupings based on the remaining period

at the balance sheet date to the contractual maturity date. The amounts disclosed are the undiscounted cash flows.

Within 1 1 and 2 2 and 3 3 and 4 4 and 5Over 5 yearyearsyearsyears yearsyearsTotal£m£m£m£m£m£m£mAt 30 March 2024Forward foreign exchange contracts:– Outflow (59.5) – – – – – (59.5)– Inflow 58.5 – – – – – 58.5 Commodities:– Inflow – – – – – – – Total derivative financial instruments (1.0) – – – – – (1.0) At 1 April 2023Forward foreign exchange contracts:– Outflow (79.9) – – – – – (79.9)– Inflow 80.0 – – – – – 80.0Commodities:– Inflow 0.1 – – – – – 0.1Total derivative financial instruments 0.2 – – – – – 0.2

19.4 Fair value

The following table shows the carrying amounts (which approximate to fair value except as noted below) of the Group’s financial assets

and financial liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date. Set out below is a summary of methods and assumptions used to value each

category of financial instrument.

As at 30 March 2024 As at 1 April 2023Carrying Fair Carrying Fair amountvalueamountvalue£m£m£m£mFinancial assets at amortised cost:Cash and cash equivalents¹ 102.3 102.3 64.4 64.4Trade and other receivables 72.7 72.7 63.7 63.7 Financial assets at fair value through profit or loss:Trade and other receivables 7.8 7.8 4.2 4.2 Derivative financial instruments– Forward foreign currency exchange contracts – – 0.7 0.7 – Commodity and energy derivatives – – 0.1 0.1 Financial liabilities at fair value through profit or loss:Derivative financial instruments– Forward foreign currency exchange contracts (0.8) (0.8) (0.5) (0.5)– Commodity and energy derivatives – – – – Other financial liabilities at fair value through profit or loss:- Deferred contingent consideration (note 22) (19.1) (19.1) (8.2) (8.2)Financial liabilities at amortised cost:Trade and other payables (255.8) (255.8) (248.3) (248.3)Senior secured notes (330.0) (315.0) (330.0) (297.8)Bank overdrafts – – (1.0) (1.0)

¹ Re-presented to include cash and cash equivalents at amortised cost

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19. Financial instruments continued

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

hierarchy:

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

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

or indirectly (that is, derived from prices) (level 2).

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

As at 30 March 2024 As at 1 April 2023Level 1Level 2Level 3Level 1Level 2Level 3£m£m£m£m£m£mFinancial assets at fair value through profit or loss:Trade and other receivables – 4.9 2.9 – 1.8 2.4Derivative financial instruments– Forward foreign currency exchange contracts – – – 0.0 0.7 0.0– Commodity and energy derivatives – – – 0.0 0.1 0.0Financial liabilities at fair value through profit or loss:Derivative financial instruments– Forward foreign currency exchange contracts – (0.8) – 0.0 (0.5) 0.0Other financial liabilities at fair value through profit or loss:– Deferred contingent consideration (note 22) – – (19.1) – 0.0 (8.2)Financial liabilities at amortised cost:Senior secured notes (315.0) – – (297.8) – –

Fair value estimation

Derivatives

Forward exchange contracts are marked to market using prevailing market prices. Hedge accounting has not been applied to forward

contracts and as a result the movement in the fair value of £1.0m has been debited to the statement of profit or loss in the period

(2022/23: £0.4m credit).

Commodity derivatives are marked to market using prevailing prices and are also not designated for hedge accounting. As a result, the

fair value movement of £0.1m has been debited to the statement of profit or loss (2022/23: £2.2m debit).

Short and long-term borrowings, loan notes and interest payable

Fair value is calculated based on discounted expected future principal and interest rate cash flows.

Trade and other receivables/payables

The carrying value of receivables/payables with a remaining life of less than one year is deemed to reflect the fair value given their short

maturity. The fair values of non-current receivables/payables are also considered to be the same as the carrying value due to the size and

nature of the balances involved.

Deferred contingent consideration

During the period, the Group recognised other receivables with a fair value of £1.4m and deferred contingent consideration with a fair

value of £6.6m as a result of the acquisition of FUEL10k. The fair values for both are based on unobservable inputs and are classified as a

level 3 fair value estimate under the IFRS fair value hierarchy.

As a result of discount unwind and re-measurement, a debit of £4.3m was recognised in the statement of profit or loss under net

finance cost.

Notes to the consolidated financial statements continued

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19.5 Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide

returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares, or sell assets to

reduce debt.

The directors propose a final dividend of 1.728 pence per share for the period ended 30 March 2024 (2022/23: 1.44 pence).

Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt

divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as equity

plus net debt.

The gearing ratios at the balance sheet date were as follows:

As at As at 30 March 1 April 2024 2023£m£mTotal borrowings (337.9) (338.7)Less cash and bank deposits 102.3 64.4Net debt (235.6) (274.3)Total equity (1,326.9) (1,406.0)Total capital (1,562.5) (1,680.3)Gearing ratio 15% 16%

Gearing is in line year-on-year.

Under the Group’s financing arrangement, the Group is required to meet two covenant tests which are calculated and tested on a

12-month rolling basis at the half year and full year, each year. The Group has complied with these tests at 30 September 2023 and 30

March 2024.

19.6 Financial compliance risk

Risk

The Group operates with Net debt of £235.6m (2022/23: £274.3m) and is subject to operating within banking covenants set out in its

refinancing agreement agreed with its banking syndicate, which include Net debt/EBITDA and EBITDA/interest covenant tests. In the

event these covenants are not met then the Group would be in breach of its financing agreement and, as would be the case in any

covenant breach, the banking syndicate could withdraw their funding to the Group. The banking covenants relate to the Group’s revolving

credit facility, which was undrawn at 30 March 2024 (2022/23: undrawn).

In addition to covenant compliance the Group must ensure that it manages its liquidity such that it has sufficient funds to meet its

obligations as they fall due.

It also supports one defined benefit pension scheme in the UK, which consists of three sections of the RHM Pension Scheme. One of the

three sections has significant technical funding deficits, which could have an adverse impact on the financial condition of the Group.

Mitigation

The Group has financing arrangements which provide funding until 2026.

The Group reviews its performance on an ongoing basis and formally tests and reports on covenant compliance to the Group’s banking

syndicate at each reporting date. In the event of a forecast covenant breach the Group would seek a covenant waiver or amendment

from its banking syndicate.

The Group manages liquidity risk through the Treasury function. Cash flow forecasts are prepared and reviewed on a weekly basis,

normally covering a period of three months. In addition, cash flow forecasts are prepared as part of the Group’s overall budgeting and

forecasting processes and performance is monitored against this each month.

The Group continues to monitor the pension risks closely, working with the trustee to ensure a collaborative approach.

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20. Bank and other borrowing

As atAs at30 March 1 April 20242023£m£mCurrent:Bank overdrafts – (1.0)Lease liabilities (2.7) (2.1)Total borrowings due within one year (2.7) (3.1)

Non-current:1Transaction costs 4.3 5.6 Senior secured notes (330.0) (330.0) (325.7) (324.4)Lease liabilities (9.5) (11.2)Total borrowings due after more than one year (335.2) (335.6)Total bank and other borrowings (337.9) (338.7)

Included in transaction costs is £1.6m (2022/23: £1.7m) relating to the revolving credit facility.

Secured senior credit facility – revolving

The RCF of £175m attracts a leverage-based margin of between 2.0% and 4.0% above SONIA. Banking covenants of net debt/EBITDA and

EBITDA/interest are in place and are tested biannually.

The covenant package attached to the revolving credit facility is:

Net debt/Net debt/11InterestEBITDA2023/24 FY 3.50x 3.00x2024/25 FY 3.50x 3.00x

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

During the period, the Group extended the period of its revolving credit facility (RCF) by one year to May 2026.

Senior secured notes

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

interest rate of 3.5%.

21. Provisions for liabilities and charges

PropertyOtherTotal£m£m£m3 April 2022 (7.9) (2.7) (10.6)Utilised during the period 3.3 0.1 3.4Additional charge in the period (2.9) (8.8) (11.7)Unwind of discount 1.1 – 1.1Released during the period 0.2 0.2 0.4Addition through business combination (note 28) – (2.5) (2.5)1 April 2023 (6.2) (13.7) (19.9)Addition through business combination (note 28) – (1.4) (1.4)Utilised during the period 0.8 6.3 7.1 Additional charge in the period (1.6) (3.7) (5.3)Unwind of discount 0.2 0.3 0.5 Released during the period 0.7 1.2 1.9 30 March 2024 (6.1) (11.0) (17.1)

During the period, as a result of the acquisition of FUEL10k, the Group recognised provisions of £1.4m in relation to the fair value of

contingent liabilities acquired as part of the business combination. See note 28 for further details.

Property provisions primarily relate to provisions for dilapidations against leasehold properties and environmental liabilities. These

provisions have been discounted at rates between 3.92% and 4.10% (2022/23: 3.43% and 3.84%). The unwinding of the discount

is charged or credited to the statement of profit or loss under net finance cost. Other provisions primarily relate to provisions for

restructuring costs and legal matters.

Notes to the consolidated financial statements continued

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The ageing of the provisions is below:

As atAs at30 March 1 April 20242023Ageing of total provisions:£m£mWithin one year (9.8) (13.3)Between 2 and 5 years (5.6) (4.9)After 5 years (1.7) (1.7)Total (17.1) (19.9)

22. Other liabilities

As atAs at30 March 1 April 20242023£m£mDeferred income (3.8) (4.7)Deferred contingent consideration (19.1) (8.2)Other liabilities (22.9) (12.9)

Deferred income relates to amounts received in relation to a previously disposed business.

23. Reserves and share capital

Share premium

The share premium reserve comprises the premium paid over the nominal value of shares for shares issued.

Merger reserve

The merger reserve comprises the non-statutory premium arising on shares issued as consideration for acquisition of subsidiaries where

merger relief applies, less subsequent realised losses relating to those acquisitions.

Other reserves

Other reserves comprise the hedging reserve, which represents the effective portion of the gains or losses on derivative financial

instruments that have historically been designated as hedges.

Retained earnings

Retained earnings represents the cumulative profit or loss and the own shares reserve which represents the cost of shares in Premier

Foods plc, purchased in the market and held by the Employee Benefit Trust on behalf of the Company in order to satisfy options and

awards under the Company’s incentive schemes. 6,721,393 shares in Premier Foods plc were held by the Employee Benefit Trust at

30 March 2024, with a market value of £10.1m (2022/23: 4,511,923 shares with a market value of £5.5m).

Share capital

Ordinary shares at nominal value Share Number of (£0.10/share)premiumTotalshares£m£m£mAt 3 April 2022 862,785,277 86.3 1.5 87.8Shares issued under share schemes 5,312,933 0.5 1.0 1.5At 1 April 2023 868,098,210 86.8 2.5 89.3Shares issued under share schemes 697,605 0.1 0.2 0.3 At 30 March 2024 868,795,815 86.9 2.7 89.6

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23. Reserves and share capital continued

Share award schemes

The Company’s share award schemes are summarised as follows:

1. A Long-Term Incentive Plan (‘LTIP’) for executive directors and senior managers, approved by shareholders in 2011 and a 10-year LTIP

approved by shareholders in 2021. The LTIP is comprised of performance shares whereby participants have the right to subscribe

for ordinary shares at nil cost. These awards are equity-settled and have a maximum term of three years. The vesting of the 2020,

2021 and 2022 Performance Share awards are conditional on achievement of a combination of absolute adjusted earnings per share

targets and relative TSR targets. The targets for 2020 and 2021 were based 1/3 absolute adjusted earnings per share targets and 2/3

relative TSR targets. The targets for 2022 and 2023 were based ½ absolute adjusted earnings per share targets and ½ relative TSR

targets. During the period the EPS and TSR elements of the 2020 LTIP vested in full. The EPS and TSR targets for the 2021 LTIP award

have been achieved which will result in full vesting for both elements of the award. The June 2023 LTIP award TSR element was

valued using a Monte Carlo pricing model, the weighted average fair value of the TSR awards was 80p. The key inputs into the Monte

Carlo model were weighted average share price, weighted average exercise price, the expected volatility and the risk-free rate. The

weighted average fair value for the 2023 EPS element was 125p.

2. A Restricted Stock Plan (‘RSP’) which provides specific ad hoc share awards to managers. Awards are normally subject only to

continued employment and may be equity-settled or cash-settled and normally have a retention term of two to three years for senior

management.

3. A Share Incentive Plan (‘SIP’) for all employees. An award of free shares was made to all employees in 2014 by the Company under

this HMRC tax-advantaged plan. Free shares are held by a trustee for a minimum of three years. Subject to continuing employment,

participants may elect to remove shares from the trust after this three-year holding period, however, there are tax and National

Insurance advantages for the employee should the shares be left in the trust for over five years. No further awards under this plan are

currently anticipated.

4. A Deferred Bonus Plan (‘DBP’). One third of any annual bonus payment awarded to executive directors is made in the form of shares.

These shares are awarded under the terms of the DBP which was approved by shareholders in July 2017. Awards will normally be

made within six weeks following the announcement of the Group’s full year results in the form of nil cost options. The awards will

normally vest on the third anniversary of grant and, if awarded in the form of nil cost options, will then be exercisable up until the

tenth anniversary of grant.

Details of the share awards during the period are as follows:

At 30 March 2024, the maximum number of shares which could be awarded under the Group’s Long-Term Incentive Plan schemes was

18,159,343 (2022/23: 15,635,840), of which 9,861,749 (2022/23: 5,513,858) had vested and were exercisable at the end of the period.

During the period, conditional share awards were granted for 3,666,034 (2022/23: 2,617,621) shares and rights to 334,524 (2022/23:

3,401,923) shares lapsed or were forfeited.

At 30 March 2024, the maximum number of shares which could be awarded under the Group’s Restricted Stock Plan schemes was

195,307 (2022/23: 248,594), of which nil (2022/23: 1,500) had vested and were exercisable at the end of the period. During the period,

no awards were granted (2022/23: no awards) and rights to 43,287 (2022/23: 10,313) shares lapsed or were forfeited.

At 30 March 2024, the number of shares outstanding under the Group’s Share Incentive Plan was 313,586 (2022/23: 370,157), of which

313,856 (2022/23: 370,157) were exercisable at the end of the period. During the period, no awards (2022/23: no awards) were granted

and rights to 44,000 (2022/23: 49,500) shares were exercised.

At 30 March 2024, the number of shares outstanding under the Group’s Deferred Bonus Plan schemes was 982,341 (2022/23: 722,858),

of which 172,543 (2022/23: 172,543) had vested and were exercisable at the end of the period. During the period, awards were granted

for 259,483 (2022/23: 269,831) shares and rights to nil (2022/23: nil) shares were transferred or sold.

Share option schemes

The Company’s share option schemes are summarised as follows:

A Savings Related Share Option Scheme (‘Sharesave Plan’) for all employees. The employees involved in this HMRC tax-advantaged save

as you earn scheme have the right to subscribe for up to 17.1 million ordinary shares. The number of shares subject to options, the

periods in which they were granted and the periods in which they may be exercised are given below. These options are equity-settled,

have a maximum term of 3.5 years and generally vest only if employees remain in employment to the vesting date.

At 30 March 2024, the number of shares outstanding under the Group’s Sharesave Plan was 9,443,747 with a weighted average exercise

price at the date of exercise of 90p (2022/23: 10,948,349 shares, 76p), including 468,164 shares which had vested and were exercisable

at the end of the period with a weighted average exercise price of 72p (2022/23: 644,584 shares, 29p). The options outstanding at

the end of the period had a range of exercise prices from 72p to 104p (2022/23: 29p to 85p) and a weighted average life of 1.8 years

(2022/23: 1.7 years).

Notes to the consolidated financial statements continued

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During the period, options were granted under the Sharesave Plan for 3,294,340 shares with a weighted average exercise price at

the date of exercise of 104p (2022/23: 3,296,113 shares, 85p). During the period options were exercised for 4,081,474 shares with

a weighted average exercise price of 66p (2022/23: 5,312,933 shares, 30p) and options for 717,468 shares with a weighted average

exercise price of 76p lapsed or were forfeited (2022/23: 791,807 shares, 67p).

The Group uses the Black-Scholes model to determine the fair value of share options at grant dates offered under the Sharesave plan. Fair

values determined from the model use assumptions that are revised for each share-based payment arrangement.

The expected Premier Foods plc share price volatility was determined using an average for food producers as at the date of grant. Current

dividend yield and risk-free rate determined from market yield curves for government gilts with outstanding terms equal to the average

expected term to exercise for each relevant grant.

In 2023/24, the Group recognised an expense of £4.4m (2022/23: £4.6m), related to all equity-settled share-based payment transactions.

24. Dividends

The following dividends were declared and paid during the period:

52 weeks 52 weeks endedended30 March 1 April 2024w2023£m£mOrdinary final of 1.44 pence per ordinary share (2022/23: 1.2 pence) 12.4 10.3

After the balance sheet date, a final dividend for 2023/24 of 1.728 pence per qualifying ordinary share (2022/23: 1.44 pence) was

proposed for approval at the Annual General Meeting on 18 July 2024 and will be payable on 26 July 2024. Dividend distributions are

recognised as a liability in the period in which the dividends are approved by Group’s shareholders.

25. Capital commitments

The Group has capital expenditure on property, plant and equipment contracted for at the end of the reporting period but not yet

incurred at 30 March 2024 of £17.3m (2022/23: £8.9m).

26. Contingencies

There were no material contingent liabilities at 30 March 2024 (2022/23: none).

27. Related party transactions

The following transactions were carried out with related parties:

27.1 Key management compensation

Key management personnel of the Group are considered to be the executive and non-executive directors and the Executive Leadership

Team. Details of their remuneration are set out below in aggregate for each of the categories specified in IAS 24 ‘Related Party

Disclosures’. Further information about the remuneration of individual directors is provided in the audited section of the Directors’

Remuneration Report on pages 96 to 115.

52 weeks 52 weeks endedended30 March 1 April 2024w2023£m£mShort-term employee benefits 6.8 5.8 Share-based payments 3.4 3.9 Total 10.2 9.7

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27.2 Other related parties

As at 30 March 2024 the following are also considered to be related parties under the Listing Rules and IAS 24 due to their shareholdings

exceeding 10% of the Group’s total issued share capital:

• Nissin Foods Holding Co., Ltd. (‘Nissin’) is considered to be a related party by virtue of its 24.84% (2022/23: 24.86%) equity

shareholding in Premier Foods plc and its right to appoint a member to the Board of directors.

Transactions with related parties

52 weeks 52 weeks endedended30 March 1 April 2024w2023£m£mSale of services:– Nissin 0.2 0.2 Total sales 0.2 0.2 Purchase of goods:– Nissin 29.1 26.1 Total purchases 29.1 26.1

30 March 1 April 20242023£m£mTrade receivables:– Nissin 0.2 – Total receivables 0.2 – Trade payables: – Nissin (3.6) (3.7)Total payables (3.6) (3.7)

27.3 Retirement benefit obligations

As stated in note 14, the Group has entered into an arrangement with the Pension Scheme Trustees as part of the funding requirements

for any actuarial deficit in the Scheme. Full details of this arrangement are set out in note 14 to these financial statements.

28. Acquisition of subsidiary

Acquisition of FUEL 10K Limited

On 29 October 2023, the Group acquired 100% of the ordinary share capital of FUEL 10K Limited (‘FUEL10K’) for initial consideration of

£29.6m. A minimum further deferred consideration of £4.0m will be payable in 2026/27, with any increment to this dependent upon

certain growth targets, and subject to a maximum cap of total consideration (comprising initial consideration and additional deferred

consideration) of £55m. The acquisition provides an ideal platform to accelerate the Group’s expansion into the Breakfast category,

building on the recent successful launch of Ambrosia porridge pots and possessing a differentiated category position, with its protein

enriched product range and appealing to a younger demographic.

Notes to the consolidated financial statements continued

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The following table summarises the Group’s provisional assessment of the consideration for FUEL10K, and the amounts of the assets

acquired and liabilities assumed.

IFRS book value at Fair value acquisitionadjustmentsFair valueRecognised amounts of identifiable assets acquired and liabilities assumed£m£m£mBrands and other intangible assets – 14.4 14.4Deferred tax asset – 1.5 1.5Inventories 2.0 0.3 2.31Trade and other receivables3.7 1.4 5.1Cash and cash equivalents 0.3 – 0.3Trade and other payables (4.8) – (4.8)Deferred tax liability – (3.6) (3.6)Provisions – (1.4) (1.4)Total identifiable net assets 1.2 12.6 13.8 Goodwill on acquisition 22.4 Initial consideration transferred in cash 29.6 Deferred contingent consideration 6.6 Total consideration 36.2

Fair value adjustment relates to the recognition of indemnification assets in relation to contingent liabilities acquired

Identifiable net assets

The fair values of the identifiable assets and liabilities acquired have been determined provisionally at the acquisition date. As permitted

under IFRS 3 the Group may, within twelve months of the acquisition date, retrospectively adjust the provisional amounts recognised to

reflect new information obtained about facts and circumstances that existed and, if known, would have affected the measurement of the

amounts recognised as at the acquisition date.

As a result of the business combination, the Group recognised provisions of £1.4m in relation to the fair value of contingent liabilities

acquired which relate primarily to future tax liabilities in line with IAS 37.

The fair value of the trade and other receivables acquired as part of the business combination was £5.1m. This includes an

indemnification asset of £1.4m in relation to the contingent liabilities assumed, and trade receivables amounting to £3.7m which

approximated to the contractual cash flows.

Consideration transferred

Consideration included cash of £29.6m transferred on completion of the acquisition. An additional £6.6m was recognised in relation to

the fair value of deferred contingent consideration being a minimum payment of £4.0m payable in 2026/27 with an increment to this

subject to growth targets dependent on future performance. The deferred contingent consideration is included within non-current other

liabilities.

The fair value of deferred contingent consideration represents the present value of estimate payments measured at the time of

acquisition based on the Group’s estimate of future performance. The fair value is based on unobservable inputs and is a classified as a

level 3 fair value estimate under the IFRS fair value hierarchy. See note 19 for further details.

Acquisition-related costs amounting to £1.8m are not included as part of consideration transferred and have been recognised as an

expense in the consolidated statement of profit or loss, as part of administrative expenses.

Goodwill

Goodwill amounting to £22.4m was recognised on acquisition and while FUEL10K brand forms much of the enterprise value of the

business, there is a premium associated to the purchase of a pre-existing, well positioned business. This goodwill is not expected to be

deductible for tax purposes and is allocated to the Group’s Grocery CGU.

FUEL10K contribution to the Group results

From the date of the acquisition to 30 March 2024, FUEL10K contributed £8.1m to the Group’s Revenues and a profit before taxation of

£0.8m. Had the acquisition occurred on 2 April 2023, on a pro forma basis, the Group’s Revenue for the period to 30 March 2024 would

have been £1,149.1m and profit before taxation for the same period would have been £151.5m.

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29. Investments

In accordance with Section 409 of the Companies Act 2006 and The Large and Medium-sized Companies and Groups (Ac and Reports)

Regulations 2008, as amended by The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015, a full list of

subsidiary undertakings, associate undertakings and joint operations (showing the country of incorporation, registered address and

effective percentage of equity shares held) as at 30 March 2024 is disclosed below.

% Held by Group % Held by the companies, if CompanyCompany different Share Class Country Registered AddressPremier Foods Investments Limited 100% 100% £1.00 Ordinary shares England & Premier House Premier Foods Finance plc 0% 100% £1.00 Ordinary sharesWalesGriffiths Way Premier Foods Group Services Limited 0% 100% £0.01 Ordinary sharesSt Albans Hertfordshire Premier Foods Group Limited 0% 100% £0.25 Ordinary sharesAL1 2RECentura Foods Limited 0% 100% £1.00 Ordinary sharesPremier Foods (Holdings) Limited 0% 100% £1.00 Ordinary sharesH.L. Foods Limited 0% 100% £1.00 Ordinary sharesHillsdown Europe Limited 0% 100% £1.00 Ordinary sharesHillsdown International Limited 0% 100% £1.00 Ordinary sharesRHM Frozen Foods Limited 0% 100% £1.00 Ordinary sharesKnighton Foods Limited0%100%£1.00 Ordinary sharesKnighton Foods Properties Limited0%100%£1.00 Ordinary shares

% Held by Group % Held by the companies, if CompanyCompany different Share Class Country Registered AddressThe Spice Tailor Limited 0% 100% £0.001 Ordinary sharesPremier House £0.001 B sharesGriffiths Way £0.001 C sharesSt Albans £0.001 D sharesHertfordshire The Spice Tailor (Direct) Limited 0% 100% £0.01 Ordinary sharesAL1 2REVic Hallam Holdings Limited**0%100%£0.25 Ordinary sharesEngland & Hillsdown Holdings Pension Trustees Limited*0%100%£1.00 redeemable WalesPremier Foods Group Life Plan Trustees 0% 100%cumulative preference Limited*0%100%sharesRHM Pension Trust Limited*0%100%£1.00 Ordinary sharesThe Specialist Soup Company Limited** 0%100%£1.00 Ordinary sharesJames Robertson & Sons Limited**0%100%£1.00 Ordinary sharesPFF Old Co Limited**£1.00 Ordinary shares£1.00 Ordinary shares£1.00 Ordinary sharesPIFUK Old Co Limited 0% 100% £1.00 Ordinary sharesRH Old Co Limited*0%100%£1.00 Ordinary sharesFuel 10k Limited0%100%£0.00001 A Ordinary £0.00001 B Ordinary £0.00001 C Ordinary £0.00001 O Ordinary £0.00001 V18£0.00001 V30Citadel Insurance Company Limited 0% 100% £1.00 Ordinary Shares Isle of Man Ioma HouseHope Street DouglasIsle of ManIM1 1AP

Notes to the consolidated financial statements continued

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FINANCIALS

% Held by Group % Held by the companies, if CompanyCompany different Share Class Country Registered AddressWoolgate Nitrovit Limited** 0% 100% £0.25 Ordinary shares England & 2 Woolgate Court St WalesBenedicts StreetNorwichNorfolkNR2 4APDiamond Foods Lebensmittelhandel GmbH 0% 100% €0.5113 Ordinary Germany Gärtnerstraße 3, shares25485 Hemdingen, GermanyPremier Brands Limited*0%100%£1.00 Ordinary sharesScotland Summit HouseBeatties Northern Limited (SC018898)**0%100%£1.00 Ordinary shares4-5 Mitchell Street Edinburgh ScotlandEH6 7BDPremier Foods, Inc. 0% 100% US$0.01 Common Stock United The Corporation Trust sharesStatesCompanyCorporation Trust Centre1209 Orange Street, WilmingtonDE 19801, USAPremier Foods ROI Limited 0%100%€1.00 Ordinary sharesIreland 25-28 North Wall Premier Foods Ireland Manufacturing Limited*0%100%€1.26 Ordinary sharesQuay Dublin 1 IrelandG P Woolgate Limited** 0% 100% £1.00 Ordinary shares England & PWC LLP, Benson WalesHouse 33 Wellington Street, Leeds, LS1 4JPThe Spice Tailor (Australia) PTY Limited 0% 100% AUD$1.00NSW, Level 5, 461 Bourke Ordinary sharesAustraliaStreet, Melbourne 3000, Victoria, AustraliaThe Spice Tailor (Canada) Limited 0% 100% Common Stock @British 1800-1631 Dickson no par valueColumbia Ave. (Landmark 6)CanadaKelowna BC V1Y 0B5, Canada

*Dormant entities

**Restored companies

30. Subsequent events

On 16 May 2024, the directors have proposed a final dividend of 1.728 pence for the period ended 30 March 2024 for approval at the

Annual General Meeting. See note 24 for more details.

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176

Company balance sheet

Registered Number: 005160050

As atAs at30 March 1 April 20242023Note£m£mNon-current assets Investments in Group undertakings 4 1,120.6 1,117.8 Trade and other receivables 5 28.5 49.5 Deferred tax assets 6 – 1.5 1,149.1 1,168.8 Current assets Trade and other receivables 5 15.0 12.5 Cash and cash equivalents 0.2 0.2 Total assets 1,164.3 1,181.5 Trade and other creditors 7 (4.7) (3.1)Net current assets 10.5 9.6 Total assets less current liabilities 1,159.6 1,178.4 Net assets 1,159.6 1,178.4 Equity Called up share capital 8 86.9 86.8 Share premium account 2.7 2.5 1Retained earnings 1,070.0 1,089.1 Total equity 1,159.6 1,178.4

The company has taken advantage of the exemption permitted by Section 408 of the Companies Act 2006 not to publish its individual profit and loss account and related

notes. During the period, the company made a loss of £4.1m (2022/23: £41.6m profit).

The notes on pages 178 to 181 form an integral part of the financial statements.

The financial statements on pages 176 to 181 were approved by the Board of directors on 16 May 2024 and signed on its behalf by:

Alex Whitehouse Duncan Leggett

Chief Executive Officer Chief Financial Officer

Premier Foods plc

www.premierfoods.co.uk

177

FINANCIALS

Company statement of changes in equity

Share Called up premium Retained share capitalaccountearningsTotal£m£m£m£mAt 3 April 2022 86.3 1.5 1,055.8 1,143.6 Profit for the period – – 41.6 41.6 Share-based payments – – 4.6 4.6 Purchase of shares to satisfy share awards – – (2.5) (2.5)Shares issued 0.5 1.0 – 1.5 Dividends – – (10.3) (10.3)Deferred tax movements on share-based payments – – (0.1) (0.1)At 1 April 2023 86.8 2.5 1,089.1 1,178.4 At 2 April 2023 86.8 2.5 1,089.1 1,178.4 Loss for the period – – (4.1) (4.1)Share-based payments – – 4.4 4.4 Purchase of shares to satisfy share awards – – (6.3) (6.3)Shares issued 0.1 0.2 – 0.3 Dividends – – (12.4) (12.4)Deferred tax movements on share-based payments – – (0.7) (0.7)At 30 March 2024 86.9 2.7 1,070.0 1,159.6

The Company has considered the profits available for distribution to shareholders. At 30 March 2024, the Company had retained earnings

of £1.1bn (2022/23: £1.1bn) of which the unrealised profit element was £0.5bn (2022/23: £0.5bn). The Company had profits available for

distribution of £0.6bn (2022/23: £0.6bn) for the payment of dividends or purchases of own shares. Determining the Company’s reserves

available for distribution is complex and requires, in some instances, the application of judgement. The Company has determined what

is realised and unrealised in accordance with the Companies Act 2006 and the guidance included in ICAEW Technical Release TECH

02/17BL ‘Guidance on realised and distributable profits under the Companies Act 2006’. The Company’s reserves available for distribution

include adjustments to retained earnings in respect of the unrealised portion of dividends in specie received by the Company, profit on

intercompany interest received from subsidiaries, post employment benefit surpluses and share-based payment charges capitalised to

investments.

The notes on pages 178 to 181 form an integral part of the financial statements.

1. Accounting policies

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework

(‘FRS 101’).

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework

(“FRS 101”). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements

of UK-adopted international accounting standards (“Adopted IFRSs”), but makes amendments where necessary in order to comply with

Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

• Cash flow statements and related notes

• Presentation of comparative period reconciliations

• Share-based payments

• Financial instruments and capital management

• Standards not yet effective

• Disclosures in respect of compensation of key management personnel

• Certain disclosures regarding revenue

• Certain disclosures regarding leases

The loss for the period of £4.1m (2022/23: £41.6m profit) is recorded in the financial statements of Premier Foods plc. The prior year

included dividend income of £45.0m receivable from group undertakings.

The Company has ensured that its assets and liabilities are measured in compliance with FRS 101. The financial statements have been

prepared under the historical cost convention.

The preparation of the financial statements requires the directors to make estimates and assumptions that affect the reported amounts

of assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. The key estimates and

assumptions are set out in the accounting policies below, together with the related notes to the financial statements.

The directors consider that the accounting policies set out below are the most appropriate and have been consistently applied.

The Directors have determined that the preparation of the Company financial statements on a going concern basis is appropriate.

The Company is exempt as permitted under Financial Reporting Standard 101 from disclosing related party transactions with entities that

are wholly owned subsidiaries of the Premier Foods plc Group.

Investments

Investments are stated at cost less any provision for impairment in their value.

Impairment of non-financial assets (including investments)

The carrying amounts of the Company’s non-financial assets, including investments in subsidiaries, 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 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.

An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are

recognised in the statement of profit or loss in the period in which they occur.

Taxation

Tax on the profit or loss for the period 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 period, using tax rates enacted or substantively

enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes

and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or

settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the

temporary difference can be utilised.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

178

Notes to the company financial statements

Share-based payments

The Company operates a number of equity-settled share-based compensation plans. The fair value of employee share option plans

is calculated using an option valuation model, taking into account the terms and conditions upon which the awards were granted. In

accordance with International Financial Reporting Standard 2, Share-Based Payment (‘IFRS 2’), the resulting expense is charged to

the profit and loss account over the vesting period of the options for employees employed by the Parent Company, or treated as an

investment in subsidiaries in respect of employees employed by the subsidiaries where the expense is recharged. The value of the charge

is adjusted to reflect expected and actual levels of options vesting.

The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards/options granted,

excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting

conditions are included in assumptions about the number of share awards/options that are expected to vest. At each balance sheet date, the

Company revises its estimates of the number of share awards/options that are expected to vest and recognises the impact of the revision to

original estimates, if any, in profit and loss or investment in subsidiaries, with a corresponding adjustment to equity.

Dividends

Dividend distributions to shareholders are recognised as a liability in the Group’s financial statements in the period in which the dividends

are approved by the shareholders, and for interim dividends in the period in which they are paid. Dividend distributions are recognised as

a liability in the period in which the dividends are approved by Company’s shareholders.

2. Significant estimate

Investment in Group undertakings

Impairment reviews in respect of investments in Group undertakings are performed at least annually and more regularly if there is

an indicator of impairment. The carrying amounts of the Company’s non-financial assets, including investments in subsidiaries, 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 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.

The key assumptions used in the impairment test which include long-term growth rates and discount rates are the same as that used for

the Grocery CGU described further in note 12 of the consolidated financial statements.

3. Operating (loss)/profit

Details of the remuneration of the Company’s auditors for the audit of the Company and Group financial statements are disclosed in Note

5.2 of the consolidated financial statements.

In 2023/24, the Company had two employees (2022/23: two). Directors’ emolument disclosures are provided in the Single Figure Table

on page 100 of this Annual Report.

4. Investments in Group undertakings

£m £m

Carrying amount at 2 April 2023/3 April 2022 ¹ 1,117.8 1,114.8

Additions 2.8 3.0

Carrying amount at 30 March 2024/1 April 2023 1,120.6 1,117.8

¹ Re-presented to reflect historic disposals not previously derecognised.

In 2023/24 a capital contribution of £2.8m (2022/23: £3.0m) was given in the form of share incentive awards to employees of subsidiary

companies which were reflected as an increase in investments.

Refer to note 29 of the consolidated financial statements for a full list of the undertakings.

Impairment testing for the period ended 30 March 2024 has identified that the value in use of the investment in Premier Foods

Investments Limited of £2.3bn is sensitive to reasonably possible changes in assumptions as set out in the table below.

Premier Foods plc

www.premierfoods.co.uk

179

FINANCIALS

4. Investments in Group undertakings continued

The key assumptions used in the impairment test which include long-term growth rates and discount rates are the same as that used for

the Grocery CGU described further in note 12 of the consolidated financial statements. An illustration of the reasonably possible changes

in key assumptions in the impairment test for the investment in Premier Foods Investments Limited are as follows:

Reasonably possible change in assumption Impact on headroom

Revenue growth Increase/decrease by 3.0% Increase/decrease by £475.9m/£578.7m

Divisional contribution margin Increase/decrease by 2.0% Increase/decrease by £370.7m

Long-term growth rate Increase/decrease by 0.5% Increase/decrease by £142.3m/£199.7m

Discount rate Increase/decrease by 0.5% Decrease/increase by £231.0m/£179.7m

Under each of the above sensitivities no individual scenarios would trigger an impairment for the Group CGU. Under a combination of

reasonably possible scenarios and taking into account mitigating actions, no impairment would be triggered.

5. Debtors

Amounts due after less than one year

As at

30 March

2024

£m

As at

1 April

2023

£m

Amounts owed by Group undertakings

15.0 12.5

Total debtors 15.0 12.5

The receivables provided for 2023/24: £nil (2022/23: £nil).

The amounts owed by Group undertakings are repayable on demand, unsecured and interest free.

Amounts due after more than one year

As at

30 March

2024

£m

As at

1 April

2023

£m

Amounts owed by Group undertakings 28.6 49.6

Receivables provided for (0.1) (0.1)

Total debtors 28.5 49.5

The amounts owed by Group undertakings are repayable on demand, unsecured and interest free. However, there is no intent or

expectation to settle within 12 months.

6. Deferred tax asset

2023/24

£m

2022/23

£m

At 2 April 2023/3 April 2022 1.5 1.3

(Charged)/Credited to the statement of profit and loss (0.8) 0.3

Charged to equity (0.7) (0.1)

At 30 March 2024/1 April 2023 (0.0) 1.5

The deferred tax asset relates to share-based payments.

7. Creditors: amounts falling due within one year

As at

30 March

2024

£m

As at

1 April

2023

£m

Amounts owed to Group undertakings (3.7) (2.3)

Other payables (1.0) (0.8)

Total creditors (4.7) (3.1)

The amounts owed to Group undertakings are repayable on demand, unsecured and interest free.

The losses surrendered as Group Relief between UK members of the Group have been surrendered for no consideration.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

180

Notes to the company financial statements continued

8. Called up share capital and other reserves

a) Called up share capital

As at

30 March

2024

£m

As at

1 April

2023

£m

Authorised, issued and fully paid

868,795,815 (2022/23: 868,098,210) ordinary shares of 10 pence each 86.9 86.8

All of the ordinary shares rank equally with respect to voting rights and the rights to receive dividends and distributions on a winding up.

b) Share-based payments

The costs reflect the Company’s share option schemes in operation. Further details are available in note 23 of the consolidated financial

statements.

The charge relating to employees of the Company amounted to £1.6m (2022/23: £1.6m). Further details of these schemes can be found

in the Directors’ Remuneration Report on page 96 to 115.

9. Dividends

The following dividends were declared and paid during the period:

52 weeks

ended

1 April 2023

£m

52 weeks

ended

2 April 2022

£m

Ordinary final of 1.44 pence per ordinary share (2022/23: 1.2 pence) 12.4 10.3

On 16 May 2024, the directors have proposed a final dividend of 1.728p per share for the period ended 30 March 2024 subject to the

ratification at the AGM by the shareholders. Dividend distributions are recognised as a liability in the period in which the dividends are

approved by Company’s shareholders.

10. Subsequent events

On 16 May 2024, the directors have proposed a final dividend for the period ended 30 March 2024 for approval at the Annual General

Meeting. See Note 9 for more details.

Premier Foods plc

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181

FINANCIALS

We will annually disclose information

to demonstrate our progress against

our Enriching Life Plan, and other key

Environmental, Social and Governance

measures.

All targets are for 2030 against a 2020 baseline, unless otherwise

stated. Several of these measures are newly developed and will

evolve with improvements in available data and information from

suppliers and other parties. In some areas, information from

prior years may be updated if better information, subsequently,

becomes available and changes prior year disclosures by more

than 5%, or where it makes a meaningful difference to the

interpretation of performance. More information is available in the

accompanying notes following the tables.

Independent assurance

PricewaterhouseCoopers LLP (‘PwC’) have performed an

Independent Limited Assurance engagement on selected

balances within the 2023/24 data, shown with the symbol

in accordance with the International Standard on Assurance

Engagements 3000 (Revised) ‘Assurance Engagements other

than Audits or Reviews of Historical Financial Information’

and International Standard on Assurance Engagements 3410

‘Assurance engagements on greenhouse gas statements’, issued by

the International Auditing and Assurance Standards Board.

The Independent Limited Assurance Report can be found at

https://www.premierfoods.co.uk/sustainability/our-progress/ESG-

Disclosure-Assurance-Report-2023-24/accept. Our Methodology

Statement – the basis on which the KPIs are calculated and on

which the limited assurance is given – can be found at

https://www.premierfoods.co.uk/sustainability/our-progress/

Premier-Foods-reporting-criteria-for-specified-ESG-performance-

metrics-2023-24.pdf.

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

182

Enriching Life Plan disclosure tables

Products

Commitment KPI Measure Comments

Baseline

(2020/21 unless

otherwise stated)

2022

/23

2023

/24

Make great tasting, healthier and more nutritious food

More than double

sales of products that

meet high nutrition

standards

Total company branded

sales, in £m, of foods

scoring less than 4 and

drinks scoring less than 1

on the UK Department of

Health’s Nutrient Profiling

Model

www.gov.uk/government/

publications/thenutrient-profiling-

model

320 335

397

More than 50% of our

products will provide

additional health or

nutrition benefits

Proportion of products which

meet the requirements for a

regulated health or nutrition

claim

Defined as products scoring less

than 4 and drinks scoring less than

1 on the UK Department of Health’s

Nutrient Profiling Model that also

qualify for a regulated health or

nutritional claim. Calculated at a

Stock Keeping Unit (SKU) level.

https://www.gov.uk/government/

publications/great-britain-nutrition-

and-health-claims-nhc-register

38% 43% 44%

Support the nation’s shift to plant based diets

Grow sales of plant-

based products to

£250m. p.a.

Value of sales of plant

based products

Total company branded sales. Plant

based products are products made

to a vegan recipe. They do not, by

design, contain meat, dairy, eggs

and other animal products, and

all principal ingredients are plant

based.

157 199 248

Each core category

has plant based

offering

Number of core categories

with a plant based/meat or

dairy free offering

Core categories are those strategic

growth categories where our

product ranges constitute at

least 10% of the revenue of total

category.

53%

(8/15)

80%

(12/15)

87%

(13/15)

Premier Foods plc

www.premierfoods.co.uk

183

FINANCIALS

Products

Commitment KPI Measure Comments

Baseline

(2020/21 unless

otherwise stated)

2022

/23

2023

/24

Reduce the environmental impact of our packaging

100% of packaging

to be reusable,

recyclable or

compostable by

2025

Percentage of total

packaging (by weight)

which meets the On-Pack

Recycling Labelling Scheme

(OPRL) Recycled Categories

Primary, secondary and tertiary

packaging which is recyclable

either at kerbside, recycling points

or front of store using latest OPRL

definitions. Based on tonnage.

https://www.oprl.org.uk/

94% 96% 96%

Percentage of plastic

packaging (by weight)

which meets the On-Pack

Recycling Labelling Scheme

(OPRL) Recycled Categories

Percentage of plastic consumer

packaging which is recyclable

either at kerbside, recycling points

or front of store using latest OPRL

definitions. Based on tonnage.

70% 82% 86%

Total weight of metal

packaging (tonnes)

Tonnage of primary, secondary &

tertiary packaging.

7,734 5,245 4,776

Total weight of glass

packaging (tonnes)

Tonnage of primary, secondary &

tertiary packaging.

33,490 24,331 20,433

Total weight of paper & card

packaging (tonnes)

Tonnage of primary, secondary &

tertiary packaging.

25,550 19,700 21,051

Total weight of plastic

packaging (tonnes)

Tonnage of primary, secondary &

tertiary packaging.

9,251 7,531 7,689

Total packaging weight

(tonnes)

Tonnage of primary, secondary &

tertiary packaging.

76,025 56,806 53,949

Total recycled content (%) Proportion of packaging materials

which are made up of recycled

material.

46% 45%

Packaging data covers branded and own brand packaging from the prior calendar year to align with the UK Plastics Pact reporting requirements.

Planet

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

184

Commitment KPI Measure Comments

Baseline

(2020/21 unless

otherwise stated)

2022

/23

2023

/24

Take action on Climate Change

Reduce Scope 1 and 2

emissions by 67% by

2030 and achieve net

zero by 2040

Scope 1 Greenhouse Gas

Emissions (tCO

39,113 36,668

34,614

Scope 2 Greenhouse Gas

Emissions – location-based

(tCO

21,247 15,081

15,405

Scope 2 Greenhouse Gas

Emissions – market-based

(tCO

33,801 28,961

21,966

Total Scope 1 & Scope 2

Greenhouse Gas Emissions –

location-based (tCO

60,359 51,749

50,019

Absolute reduction in Scope

1 & Scope 2 Emissions since

2020/21 – location-based (%)

14.3% 17.1%

Total Scope 1 & Scope 2

Greenhouse Gas Emissions –

market-based (tCO

72,913 65,629

56,580

Absolute reduction in Scope

1 & Scope 2 Emissions since

2020/21 – market-based (%)

10.0% 22.4%

Overall Scope 1 & Scope

2 Intensity (tCO

e per £m

revenue) – location-based

64.6 51.4 44.6

Overall Scope 1 & Scope

2 Intensity (tCO

e per £m

revenue) – market-based

78.0 65.2 50.4

Total Energy Usage (MWh) This is the energy consumption

underlying the scope 1 Greenhouse

Gas emissions and scope 2

Greenhouse Gas emissions –

location based, using the same

activity data (excluding fugitive

emissions data).

286,883 259,555

247,118

Energy use ratio (MWh per

£m revenue)

307.1 257.9 220.1

Percentage of total energy

usage that is grid electricity

30.0% 30.1%

Percentage of total energy

which comes from renewable

sources

A combination of self generation,

green tariffs and REGOs. Renewable

sources include: solar, wind, hydro,

biomass and geothermal. This is a

new measure and not available for

years before 2022/23.

4.7% 11.0%

Percentage of total electricity

which comes from renewable

sources

A combination of self generation,

green tariffs and REGOs. Renewable

sources include: solar, wind, hydro,

biomass and geothermal. This is a

new measure and not available for

years before 2022/23.

15.7% 36.4%

Enriching Life Plan disclosure tables continued

Planet

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185

FINANCIALS

Commitment KPI Measure Comments

Baseline

(2020/21 unless

otherwise stated)

2022

/23

2023

/24

Take action on Climate Change (continued)

Reduce scope 3

emissions by 25% by

2030 and target net

zero by 2050

Total Scope 3 emissions

(tCO

Reported using the GHG Protocol.

https://ghgprotocol.org/

918,926 905,495 755,944

Purchased goods and

services (tCO

807,319 622,319

Upstream transport and

distribution (tCO

34,960 34,737

Downstream transport and

distribution (tCO

6,930 38,379

Other relevant scope 3

emissions (tCO

56,286 60,509

Carbon Disclosure Project

(CDP) Climate Change

Benchmark

https://www.cdp.net/en

F C C

Protect our natural resources

Deforestation free

and conversion free

palm and beef supply

chain by 2025

Percentage of palm

purchased that is RSPO

Certified

https://rspo.org/

100% 100% 100%

Percentage of palm directly

purchased which is RSPO

certified (segregated

supply)

57% 67% 73%

Percentage of palm directly

purchased which is RSPO

certified (mass balance)

43% 33% 27%

Carbon Disclosure Project

(CDP) Forest Benchmark

– Palm

https://www.cdp.net/en

C C

Percentage of beef

products directly and

Indirectly purchased which

are from low risk origins or

certified deforestation free

86% 93% 94%

Carbon Disclosure Project

(CDP) Forest Benchmark –

Cattle Products

https://www.cdp.net/en

D C

Planet

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

186

Commitment KPI Measure Comments

Baseline

(2020/21 unless

otherwise stated)

2022

/23

2023

/24

Protect our natural resources (continued)

Deforestation free

and conversion free

across supply chain

by 2030

Percentage of soy products

directly purchased which

are from a low risk origin

or certified

https://responsiblesoy.org/

100% 100% 100%

Percentage of soy sourced

through certified credit

schemes where purchased

as part of an ingredient

100% 100% 100%

Percentage of soy sourced

through certified credit

schemes where used as

feed in animal farming

for products in our supply

chain

100% 100% 100%

Percentage of paper &

board purchased directly

which are from low risk

origins or PEFC or FSC

certified

100% 100% 100%

Percentage of sugar

purchased directly which

is from areas of low risk

origin or is deforestation

free certified

93% 96% 97%

Percentage of cocoa

powder and chocolate

directly purchased which is

mass balance certified or

verified

This is a new measure and

not available for years before

2022/23. 47% 97%

Carbon Disclosure Project

(CDP) Forest Benchmark –

Soy Products

https://www.cdp.net/en

C C

Champion

regenerative

agricultural practices

for key ingredients

Percentage of key suppliers

in critical ingredients

categories supporting

sustainable agricultural

practices and initiatives

Critical categories include dairy,

wheat and flour, sugar beet and

cane, potato, apple, tomato,

maize, rice, oils and onion. This is

a new measure and not available

for years before 2022/23.

23% 35%

Enriching Life Plan disclosure tables continued

Planet

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187

FINANCIALS

Commitment KPI Measure Comments

Baseline

(2020/21 unless

otherwise stated)

2022

/23

2023

/24

Reduce waste across our value chain

Halve our food waste Total food waste (tonnes)

Using Champions 12.3

methodology.

8,012 6,803 6,088

Absolute reduction versus

2017

-15.1% -24.0%

Total food waste (% of

production)

2.4% 2.1% 2.0%

Reduction versus 2017 -12.5% -17.5%

Support our suppliers

to halve their food

waste

Percentage of key

ingredients and finished

goods suppliers with

targets aligned to halving

food waste by 2030.

Suppliers with no material impact

on food waste (i.e. packaging and

agents) are excluded from this

measure.

29% 33%

Use the strength

of our brands to

engage shoppers and

consumers to reduce

food waste in the

home

Number of brand led

initiatives to encourage

shoppers and consumers

to reduce food waste in the

home

Third successful activation of on

pack partnership with FareShare.

2 1

Other key environmental and supply chain measures

Total production (tonnes) 367,992 305,449 290,675

Total water withdrawn (m

) All incoming water including

abstraction (groundwater and

surface water) and mains derived.

776,026 708,774 682,327

Total water consumed (m

) Estimated water consumed

through incorporation into our

products.

66,125 85,628 40,397

Carbon Disclosure Project

(CDP) Water Benchmark

https://www.cdp.net/en

C C

Number of operational

sites with ISO 14001

certification

8/8 9/9 8/8

All disclosures follow the Greenhouse Gas protocol and the reporting criteria used can be found on our website www.premierfoods.co.uk/CorporateSite/media/documents/

sustainability/Premier-Foods-reporting-criteria-for-specified-ESG-performance-metrics-2023-24.pdf.

2023/24 Scope 3 emissions data covers the 2023 calendar year. Includes: capital goods, fuel and energy-related activities, waste generated in operations, business travel,

employee commuting, and the end-of-life treatment of sold products (packaging). Since the prior disclosure the calculation methodology has been improved to adopt more

up-to-date emission factors for key ingredients, and to recategorise some emissions as Downstream transport from other categories. Premier Foods purchased FUEL10K in

autumn 2023. Activity associated with FUEL10K products is not included in the 2023 scope 3 emissions data. It will be included in future disclosures.

Key suppliers are our 70 most impactful suppliers based on greenhouse emissions and other environmental impacts.

Food waste reporting is aligned with the Champions 12.3 and UK Food Reduction Roadmap and, therefore, covers prior calendar year. Baseline year is 2017.

We have updated the criteria for suppliers with no material impact on food waste and the 2022/23 data has been restated to reflect revised supplier responses to our original

questionnaire.

People

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188

Enriching Life Plan disclosure tables continued

Commitment KPI Measure Comments

Baseline

(2020/21 unless

otherwise stated)

2022

/23

2023

/24

Create a diverse, healthy and inclusive culture

Gender balance in

our senior leadership

team

Percentage of Senior

Management roles which

are held by females

Senior management is considered

to be our Executive Leadership

Team and their direct reports.

27.0% 40.4% 41.1%

Percentage of general

management roles which are

held by females

General management roles are all

graded roles (grades 0-5; these

employees all have access to the

Management Bonus Scheme).

43.5% 46.9% 46.4%

Percentage of total

colleagues that are women

36.7% 36.7% 36.0%

Mean gender pay gap

(hourly)

https://www.premierfoods.co.uk/

sustainability/our-progress/gender-

pay-gap-2023

8.4% 5.6% 6.9%

Mean gender pay gap

(bonus)

37.8% 40.5% 29.3%

Our Diversity kpis

will reflect regional

demographics

Percentage of employees

who are non-white vs

national average

Premier Foods data is compared

against people from a non-white

backgrounds at 18% according to

the 2021 Census.

10.6% 14.2% 14.4%

Percentage of Senior

Management roles which

are held by those from an

ethnic minority

Senior management is considered

to be our Executive Leadership

Team and their direct reports.

3.6%

Percentage of employees

who are self identifying as

LGBTQ+ vs national average

Premier Foods data is compared

against figures from the 2021

Census stating that 3.2% of the UK

population reports to be part of the

LGBTQ+ community.

4.8% 4.6%

All sites will achieve

platinum level

Health & Wellbeing

accreditation

Number of sites achieving an

external Health & Well-being

accreditation

Accreditation programme started in

2022/23 with a phased roll-out over

coming years.

2 5

Be a leading developer of people in the Food & Drink industry

We will provide skills

programmes and work

opportunities for the

young and excluded

groups to enable a

fulfilling career in the

Food Industry

Number of apprenticeships Total number of employees

participating in an apprenticeship

programme.

87 94 90

Number of partnerships

with groups who can help

us support the young

and excluded groups into

employment

Number of partnerships with

local schools, colleges, charities

or social enterprises developing

employability skills.

2 5 10

Support employees

to develop key

skills with 75% of

Science, Technology,

Engineering and

Maths (STEM)

vacancies filled by

internal candidates

Percentage of STEM

vacancies filled by internal

candidates

Percentage of all roles which

require STEM skills which are filled

by internal candidates, apart from

first entry level.

39% 47%

Number of T-level

placements

First T-level placements started in

autumn 2022.

2 3

People

Senior management is considered to be our Executive Leadership Team and their direct reports. We would like to reach a position where females make up between 45%

and 55% reflecting that it is a relatively small team and, therefore, percentage measures can be impacted by short-term fluctuations in individual roles. This approach also

recognises that some individuals do not identify with traditional binary gender definitions.

Data includes direct product and financial donations to programmes supporting food redistribution to those in food poverty and food insecurity. 1 meal = 420g for product

donations, as per guidance from WRAP, and £0.25 through 2023 and £0.21 through 2024 for financial donations, as per guidance from FareShare.

New measure and data is not available for prior years.

Premier Foods plc

www.premierfoods.co.uk

189

FINANCIALS

Commitment KPI Measure Comments

Baseline

(2020/21 unless

otherwise stated)

2022

/23

2023

/24

Number of STEM

apprenticeships

Number of apprenticeships in roles

requiring STEM skills.

43 47 70

80% of colleagues

will feel they have

opportunity to

develop and grow

Percentage of colleagues

stating that they feel they

have opportunities to

develop and grow

Results from biannual colleague

survey. 2020/21 baseline figure are

from the survey results gathered

in 2021.

53% N/A 60%

Other key employee measures

Colleague survey

participation

Results from biannual colleague

survey. 2020/21 baseline figure are

from the survey results gathered

in 2021.

88% N/A 87%

Staff turnover (%) Colleague turnover is calculated

using average total headcount and

total leavers made up of resignations,

retirements & death in service.

4.4% 12.1% 11.5%

Total headcount Excludes all contractors, interim

colleagues and agency staff.

4,385 4,098 4,048

Lost Time Accidents (LTA)

per 100,000 hours worked

0.10 0.14 0.18

RIDDOR (Reporting of

Injuries, Diseases and

Dangerous Occurrences

Regulations) per 100,000

hours worked

UK food manufacturing average:

0.50

0.02 0.09 0.12

Work-related fatal injuries 0 0 0

Be a caring community partner

We will donate 1

million meals p.a. to

those in food poverty

Number of meals provided

to charities

Data includes direct product and

financial donations.

593,859 726,530 949,040

Be more of a force

for good in our

communities by

volunteering at least

1,000 colleague days

each year

Number of days

volunteered by colleagues

to charities or registered

good causes

1 day is at least 8 hours of

employee time from their paid

hours. Recorded from 2022

onwards.

270 502

Total Community

Investment contribution

value (in £000’s)

Community investment is defined as

the value of monetary (or equivalent)

contributions to community-based

organisations and initiatives that

extend beyond our core business

activities to help address a wide range

of issues and causes aligned to our

Enriching Life Plan. Not all community

investment will be made directly to

a charity, but the intention of the

activities being funded or supported

will be to deliver community benefit.

This includes all direct and leveraged

contributions including financial, in-

kind, donations and volunteering.

£841.2 £1,239.5 £1,323.9

Premier Foods plc

Annual Report for the 52 weeks ended 30 March 2024

190

Additional information

Shareholder enquiries

The Company’s Register of Members

is maintained by our registrar, Equiniti.

Shareholders with queries relating to

their shareholding should contact Equiniti

directly using the details given below:

Equiniti, Aspect House, Spencer Road,

Lancing, West Sussex, BN99 6DA.

Telephone – 0371 384 2040

(or +44 371 384 2040), if calling from

outside the UK). Calls to this number are

charged at a national rate. Lines are open

8.30 am to 5.30 pm Monday to Friday,

excluding UK public holidays.

Or visit Equiniti’s Shareview website:

www.shareview.co.uk

Company advisors

Independent Auditors

PricewaterhouseCoopers LLP

1 Embankment Place, London, WC2N 6RH

Joint corporate brokers

Jefferies International

100 Bishopsgate, London, EC2N 4JL

Peel Hunt LLP

100 Liverpool Street, London, EC2M 2AT

Shore Capital

Cassini House, 57 St James’s Street,

London, SW1A 1LD

Financial PR advisers

Headland

Cannon Green, 27 Bush Lane, London,

EC4R 0AA

Trademarks

The Company’s trademarks are shown

in italics throughout this Annual Report.

The Company has an exclusive worldwide

licence to use the Loyd Grossman name

on certain products. The Company has

an exclusive licence to use the Cadbury

trademark in the UK and Republic of

Ireland (and a non-exclusive licence for use

in other specified territories) on a variety

of ambient cake products. Cadbury is a

trademark of the Mondelēz International

Group. Cup Noodles and Soba noodles are

trademarks of Nissin Foods Holding Co.,

Limited (‘Nissin’), who is the Company’s

largest shareholder. The Company has

entered into a co-operation agreement

with Nissin to market and distribute certain

Cup Noodles and Soba noodles products in

the UK and certain other jurisdictions.

Cautionary statement

The purpose of this Annual Report is

to provide information to shareholders

of Premier Foods plc (‘the Company’).

The Company, its directors, employees

and advisors do not accept or assume

responsibility to any other person to

whom this document is shown, or into

whose hands it may come, and any such

responsibility or liability is expressly

disclaimed. It contains certain forward-

looking statements with respect to the

financial condition, results, operations

and businesses of the Company. These

statements and forecasts involve risk and

uncertainty, because they relate to events

and depend upon circumstances that will

occur in the future. There are a number

of factors that could cause actual results

or developments to differ materially from

those expressed or implied by these

forward-looking statements and forecasts.

Nothing in this Annual Report should be

construed as a profit forecast.

The producon of this report supports the work of the

Woodland Trust, the UK’s leading woodland conservaon

charity. Each tree planted will grow into a vital carbon store,

helping to reduce environmental impact as well as creang

natural havens for wildlife and people.

Premier Foods plc Annual Report for the 52 weeks ended 30 March 2024

Premier Foods plc

Premier House

Centrium Business Park

Griffiths Way

St Albans

Hertfordshire

AL1 2RE

01727 815850

www.premierfoods.co.uk

Registered in England and Wales No. 5160050