Everyday cleaning products,
expertly made
McBride plc
Annual Report
and Accounts
2025
McBride plcAnnual Report and Accounts 2025
Contents
Strategic Report
Our Highlights 1
McBride At A Glance 2
Chairman’s Statement 3
Our Markets 4
Our Business Model 5
Our Strategy 7
CEO’s Report 11
Our Divisions 14
CFO’s Report 19
Our Key Performance Indicators 22
Our Stakeholders 23
Sustainability 27
Climate-Related Financial Disclosures 40
Non-Financial and Sustainability
Information Statement 51
Our Principal Risks
and Uncertainties 53
Going Concern and
Viability Statement 58
Governance Report
Chairman’s Introduction to
Governance Report 59
Our Board 60
Compliance with the UK Corporate
Governance Code 2018 61
Corporate Governance Statement 62
Nomination Committee Report 68
Audit and Risk Committee Report 73
Remuneration Committee Report 80
Directors’ Report 100
Statement of Directors’ Responsibilities 104
Financial Statements
Independent Auditors’ Report 105
Consolidated Financial Statements 111
Notes to the Consolidated
Financial Statements 116
Company Financial Statements 164
Notes to the Company
Financial Statements 166
Group Five-Year Summary 173
Additional Information
Shareholder Information 174
Registered Office and Advisers 176
Please note, throughout this report
McBrideplc is referred to variously as
‘McBride’, the ‘Company’, or the ‘Group’.
As part of our ongoing commitment to
sustainability, we have takena‘digital-first’
approach, printing only a small number of
copies of this Annual Report and Accounts
on100%recycled paper.
Our Strategy
pages 7 to 10
Sustainability
pages 27 to 39
Our Divisions
pages 14 to 18
Visit us online:
www.mcbride.co.uk
Sustainability
pages 27 to 39
Our Highlights
Financial highlights Strategic highlights
Revenue
£926.5m
(2024: £934.8m)
Adjusted EBITDA
(1)
£85.8m
(2024: £87.1m)
Adjusted operating profit
(1)
£66.1m
(2024: £67.1m)
Operating profit
£60.2m
(2024: £64.3m)
Adjusted profit before tax
(1)
£54.9m
(2024: £53.1m)
Profit before tax
£49.0m
(2024: £46.5m)
Adjusted return on capital
employed (ROCE)
(1)
33.0%
(2024: 33.5%)
Net debt/adjusted
EBITDA
(1)
1.2x
(2024: 1.5x)
Free cash flow
(1)
£93.9m
(2024: £81.7m)
Liquidity
£141.4m
(2024: £98.3m)
Total volume growth
4.3%
(2024: 5.7%)
Private label volume growth
1.4%
(2024: 7.2%)
Laundry detergent volume growth
2.9%
(2024: 7.0%)
Private label household market share
35.5%
(2024: 35.4%)
Contract manufacturing revenue
13.6% of Group
(2024: 12.4%)
Transformation programme
Maturing
Carbon emissions
intensity
(2)
7.6% reduction
(2024: 14.8% increase)
Renewable energy
56.9%
(2024: 54.9%)
(1) Further details on APMs can be found in note 30 to the consolidated financial statements on pages 160
to163.
(2) Further details can be found on pages 27 to 33.
Alternative performance measures
This report includes alternative performancemeasures (APMs) that are presented in addition to the standard
International Financial Reporting Standards (IFRS) metrics. The APMs
(1)
used are: adjusted operating profit;
adjusted EBITDA; adjusted profit before tax; adjusted profit for the year; adjusted EPS; free cash flow; cash
conversion %; adjusted ROCE; liquidity; net debt; net debt cover ratio; and interest cover ratio.
1
Financial Statements Additional InformationGovernance ReportStrategic Report
McBride plc Annual Report and Accounts 2025
Middleton
Étain
Bagnatica
Sallent
Strzelce
Foetz
Holstebro
Estaimpuis
Hammel
Moyaux
Rosporden
eper
Ho Chi Minh City
Kuala Lumpur
Our manufacturing locations
Group sales by division
McBride At A Glance
With trading roots dating
back to1927, McBride boasts a
strong heritage. As the leading
European manufacturer and
supplier of private label and
contract manufactured products
for the domestic household
and professional cleaning and
hygiene markets, McBride
offers end-to-end development
andmanufacturing capabilities
to a wide range ofcustomers
inEurope and the Asia-Pacific
region.
Europe Asia Pacific
Watch corporate
video online
See more about our divisions on pages 14 to 18
Liquids
57.2%
Unit Dosing
24.7%
Powders
9.2%
Aerosols
6.4%
Asia Pacific
2.5%
78%
of revenue from top five
European economies
>90%
of top European
retailers supplied
>1bn
units sold
3,664
colleagues globally
(1)
(1) Includes employees, third-party contractors,
consultants and agency workers.
Key:
Liquids
Unit Dosing
Powders
Aerosols
Asia Pacific
2
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McBride plc Annual Report and Accounts 2025
McBride continued to
make significant headway
in delivering its strategic
objectives, underpinned by
disciplined execution and
a clear focus on long-term
growth.
Jeff Nodland
Chairman
Dear shareholder
I am pleased to present McBride’s
Annual Report for the year ended
30June 2025, marking another year
of solid progress andstrong all-round
performance. Buildingon the momentum
of 2023 and 2024, the Group continued
to advance bothstrategically and
operationally. Asdetailed in this Report,
our achievementsover the year reflect
another robust financial performance,
further improvements across many areas
ofbusiness activity and a deep commitment
to sustainability and our people.
Strategic and operational progress
Throughout the year, McBride continued
to make significant headway in delivering
its strategic objectives, underpinned by
disciplined execution and a clear focus
onlong-term growth.
Our Transformation programme remains
firmly on track, with operational efficiencies
and commercial agility supporting
strong margin management and stronger
customer satisfaction. Notably, contract
manufacturing volumes surged by 48.9%,
reflecting the successful onboarding of
several major new customer partnerships.
We continue to benefit from the growing
consumer preference for high-quality,
value-driven private label products. Our
strategy – to be the leading value producer
of everyday cleaning products – has proven
both resilient and effective, allowing us to
capitalise on scale, product expertise and
awell-segmented customer proposition.
Sustainability
Sustainability is a core pillar of our business
strategy. Our climate transition is guided by
science-based targets for Scope 1, 2 and 3
emissions. To deliver against these targets,
we are actively engaging with suppliers
to reduce emissions across our value
chain, while driving innovation in product
development to lower environmental
impact.
We made significant strides in reducing
greenhouse gas emissions and waste to
landfill, and in 2025 we exceeded our green
electricity target, with 56.9% of our energy
now sourced from renewable sources, well
ahead of our 30% target for 2025. We also
set an ambitious new target to achieve
100% renewable electricity procurement
by2033. Our PET packaging now contains
over 70% recycled content, demonstrating
our commitment to sustainable design
whilst progressing with lightweight
plasticinnovation.
Governance
Strong governance is fundamental to
McBride’s long-term success. Our Board
continues to uphold the highest standards
of oversight, risk management and ethical
conduct. During the year, we strengthened
our governance framework by updating
key policies on anti-slavery, whistleblowing
and responsible sourcing, reinforcing
our commitment to transparency and
accountability across all operations.
We are proud of the diversity and
experience of our Board. With a designated
Non-Executive Director responsible for
employee engagement, we continue to
prioritise inclusive leadership and ensure
that the voices of all stakeholders are
represented at the highest level.
Our people
None of our achievements would be
possible without the dedication and
talentof our colleagues. I extend my
heartfelt thanks to every member of
the McBride team for their hard work,
resilienceand passion.
We continue to invest in our people,
throughtargeted development
programmes, wellbeing initiatives and
our ‘McBride Cares’ Employee Assistance
Programme. Our ‘McBride Gives’
volunteering scheme has seen teams
acrossEurope engage in meaningful
community work, strengthening both
oursocial impact and company culture.
We are also proud to champion inclusion,
belonging and fairness through tailored
leadership workshops and ongoing open
dialogue across all levels of theorganisation.
As we look ahead, McBride is well
positioned to continue delivering
sustainable growth and long-term value.
Our focus remains firmly on executing our
strategy, deepening customer relationships
and advancing our environmental and social
commitments.
On behalf of the Board, I would like
to thankour shareholders, customers,
suppliersand colleagues for their
continuedtrust and support.
Jeff Nodland
Chairman
Chairman’s Statement
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3 McBride plc Annual Report and Accounts 2025
Raw materials
Raw material costs have
seen slight upward cost
pressure in the past year,
with heightened geopolitical
tensions creating volatility in
many global commodities.
Our approach
We have worked hard to
smooth input costs through
effective sourcing strategies
and continue to take a
cost-conscious approach, using
innovative solutions to help
mitigate inflationary pressures.
Our divisions are maintaining
their focus on compaction and
concentration of formulations
to preserve margins.
Sustainability
Our customers, consumers and
employees continue to place
a high level of importance
on the sustainability of our
manufactured products.
Our approach
Reducing environmental impact
is a core component of our
corporate strategy. We have
validated science-based targets
for our full supply chain and a
dedicated sustainability team
leading our climate action plan.
Our product development teams
have a full understanding of
the carbon footprint of their
products and continue to
re-design products to reduce
their impact on the environment.
We are using the data we collect
to have informed discussions
with our customers, not only to
consider the cost and technical
performance, but also the
environmental performance. Our
product development teams
continue to promote and design
products that can be reused
and drive further formulation
compaction across all divisions.
We have worked hard this year
to meet our recently-validated
science-based targets. We
continue to collaborate actively
with our customers, suppliers
and employees to educate
and drive meaningful actions
that further minimise our
environmental impact.
Regulation
The regulatory landscape is
rapidly evolving, driven by
the EU and UK’s Net Zero
policies and the simplification
of regulation driven by the
EU’s Omnibus proposals.
Whilst some of these changes
provide opportunities for both
innovation as well as regulatory
relief, they also present
uncertainty in the regulatory
landscape. Our close focus
on our regulatory landscape
helps to mitigate these risks.
Our approach
Regulatory compliance is a
cornerstone of our full-service
offering to customers. We
strongly endorse legislative
initiatives that advance
consumer and environmental
safety and sustainability. In
this context, we welcome the
EU and UK efforts to both
drive the legislative agenda
forward and streamline the
regulatory frameworks within
which we operate, increasing
the drive towards sustainability
in our sector and driving
competitiveness. We remain
committed to substantial
investment in our operations and
the continuous enhancement of
our product portfolio, ensuring
full alignment with, and often
exceeding, applicable legal
and regulatory standards.
Sales channels
Although inflation has begun
to stabilise from the peaks of
recent years, cost-of-living
pressures continue to affect
many consumers. In response,
retailers are focusing on
value-for-money strategies
to secure shopper spend in
an increasingly competitive
grocery market. Private label
ranges remain well positioned
as high-quality alternatives
to branded products, while
brands are responding with
sharper pricing, promotional
offers and larger pack
formats to drive longer-term
loyalty and basket spend.
Our approach
We continue to collaborate
closely with our retail
partners and customers
to deliver market-relevant
and channel-specific
recommendations. Through
ongoing innovation and
product development, we
provide solutions that meet
consumer expectations on
price, range and performance,
ensuring consistently
high-quality cleaning
products across all formats.
Consumers
While consumers continue to
expect high-quality products
at competitive prices to
meet their everyday needs,
they are increasingly guided
by values when choosing
household cleaning and
personal care items. Their
decisions reflect a thoughtful
balance of practicality,
environmental responsibility
and health-consciousness.
Our approach
Leveraging our product
development expertise and deep
market insight, our divisions
deliver award-winning solutions
that combine high quality
with exceptional value. This
ensures consumers can maintain
clean, hygienic living spaces,
even amid ongoing financial
pressures. We continueto
innovate with sustainability in
mind, for example, developing
new ranges designed to perform
effectively in low-temperature
and quick-wash cycles,
helping reduce energy
consumption without
compromising performance.
Brand owners
Household cleaning and
personal care brand owners
often choose to outsource
manufacturing to private label
suppliers, such as McBride.
This may be driven by limited
in-house capacity, the need
for specialised technologies, a
desire to accelerate innovation,
or strategic efforts to streamline
their operational footprint.
Our approach
Our expertise, scale and
reputation for manufacturing
high-quality products make us a
trusted partner for major brand
owners seeking innovation or
strategic outsourcing. These
partnerships unlock significant
growth opportunities, enhance
margin stability and drive
operational efficiencies through
improved asset utilisation.
Our Markets
Financial Statements Additional InformationGovernance ReportStrategic Report
4 McBride plc Annual Report and Accounts 2025
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Our purpose
Everyday value cleaning
products so every home
canbeclean and hygienic.
Our vision
McBride will cement its position
as the leading European
manufacturer and supplier
of private label and contract
manufactured everyday value
cleaning products, through
focused and sustainable
divisional strategies.
Our guiding principles
Focused
growth
Effective
execution
Proud of
ouridentity
Our values
What sets us apart
Four pillars underpin
our strategy:
Market standing
• Wide market coverage/knowledge
from pan-European operations
• Reduced risk from customer
diversification
• Scale advantages;
largest volume player
• Blue-chip reputation
Operational excellence
• Manufacturing excellence
• Supply chain co-ordination
and capabilities
Sustainability
• Innovation: specialisation and focus
• Sustainable product expertise:
formulation and packaging
Talent
• Experienced management
anddedicated employees
Our Business Model
Always
committed
Working
together
Giving and taking
accountability
Aspire to be
thebest
See more on pages 34 to 38
How we do it
Customer
focus
We focus on providing
our customers with
a compelling overall
offer, balancing their
prioritiesfor price,
service and quality.
Distribution
efficiency
Our logistics team are
continuously improving
our logistics network to
deliver our customers’
orders anywhere, on
time, and in the most
sustainable way.
R&D
expertise
We continually innovate
to ensure we provide the
best products that meet
the changing needs of
our customers, including
continuous investment
in innovation and
sustainability.
Production
process
Our extensive network of
manufacturing facilities
offers unrivalled capacity
and capability to both
retail customers and
private label brands.
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5 McBride plc Annual Report and Accounts 2025
Our Business Model continued
How we do it continued Who we create value for
Customer focus
We sell to retailers
and branders their
finished products,
as well as a
small number of
McBridebrands.
The Group has
well-established market
positions in all major
European economies and
supplies its products to a
wide range of customers,
including virtually all of
Europe’s leading retailers.
Private label
83.7%
Contract
manufacturing
13.6%
McBride
brands
2.7%
R&D expertise
Best-in-class
expertise and
know-how in:
• Formulation
• Prototyping
• Sourcing
• Manufacturing
• Packaging
Production
process
We are end-to-end
producers:
From:
• Resins
• Base
chemicals
• Packaging
Distribution
efficiency
Consolidating
the customer
requirements via:
McBride warehouse network
into
Customer distribution hubs
To:
• Shelf-ready
finished
products
Our in-house processes:
• Blow/injection moulding
• Liquid and powder mixing
• Bottle filling
• Capsule forming and filling
• Tablet pressing
• Powder filling
Our workforce
Our suppliers
Our communities
Our customers
Our shareholders
With our values-based
culture, we are committed
to creating the best possible
working environment where
our employees feel included,
engaged and that they can
achieve their full potential.
We believe that our suppliers
should have the opportunity to
benefit from their relationship
with us. Effective supplier
relationships allow us to make
high-quality everyday value
cleaning products.
We acknowledge our
responsibility to actively
engage with and support
the local communities where
we live and work, extending
beyond merely providing
employment.
We follow a ‘customer focus’
approach, building strong,
collaborative customer
relationships to drive high
customer service levels and
develop and manufacture
innovative new products.
We work to deliver long-term
sustainable growth of the
Group, to provide enhanced
shareholder value through our
financial performance and focus
on long-term value creation.
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6 McBride plc Annual Report and Accounts 2025
Our Transformation programme
Our Strategy
Operating Systems Excellence HR Digital Excellence
• Deployment of SAP S/4HANA
Enterprise Resource Planning
platformacross Europe
• Target first deployment in the UK
inthe autumn of 2025
• Modernisation of core HR platform
• Digitisation of payroll operations
Commercial Excellence Contract Manufacturing Excellence
• Sales and marketing training and
development
• Commercial processes, new tools
andinsights
• Thought leadership in packaging
and product innovation
• Moving from ‘fast follower’ to
‘innovation leader’
Service Excellence Operational Excellence
• Reliable, high quality and timely
service
• Demand planning, supply chain
planning and inventory optimisation
• Logistics network evolution
• Production process re-engineering
• Aligning overheads to volume growth
McBride operating model
We support divisional success by leveraging the scale of the Group through effective central teams for purchasing,
talent management and other shared services.
One McBride Shared services
Winning in a growing market
Our strategy remains unchanged: to be the
leading value producer of everyday cleaning
products, leveraging scale and unrivalled
product expertise to deliver a segmented
product and customer proposition with a
cost-aware sustainability agenda.
The implementation of the Compass
operating model has delivered divisional
focus, specialism and accountability,
underpinned by shared services that deliver
economies of scale for the Group. Our
divisional structure supports our ambition
to expand our position as the leading
value label producer of everyday cleaning
products and being the preferred partner
for our customers.
We achieve this ambition in several ways.
We grow and win across all laundry
categories. We lead with the largest
retailers in the top five economies,
growingdisproportionately with the
discounters. Weshall expand our number
one status in the UK, France and Italy to
Germany and Spain, as well as grow in
contract manufacturing, which we are
targeting to increase to a 25% share of the
Group’s revenue.
These targets will be met as we
strengthenour customer centricity, from
joint value creation to service and quality
excellence, and as we maintain the most
competitive product portfolio in the sector.
Our Transformation initiatives are driving
excellence in core activities, generating
£50million in benefits over the five years to
2028, while our focused, accountable and
expert divisional teams lead a cost-aware,
innovation-led sustainability agenda.
Our strategy and targets are clear
• Drive private label market share
• Focus on key growth opportunities:
– Laundry
– Germany
– Spain
• Increase contract manufacturing share
ofrevenue to 25%
• Deliver Transformation programme,
enhancing excellence in core activities
• Explore additional value opportunities
including ‘Core Plus’ and ‘Buy and Build’
ambitions
Divisional
strategies and
Group strategy
Scale benefits from
shared services
People empowered
and engaged
Customer interface
Building
on initial
three-year phase
Focus and
accountability
Responsiveness
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7 McBride plc Annual Report and Accounts 2025
Our Strategy continued
One McBride
Five divisions
Each division has specialist
teams embedded in their
markets, bringing a unique
level of knowledge and
expertise.
Our model means divisions can target
different opportunities, initiatives,
challenges and improvement options;
all reinforcing the need for varying
strategies for the different parts of
thisbusiness.
Hence, the Group continues to be
managed as a series of portfolio
businesses, each with its own identity,
strategy, operating model and role
withinthe Group.
Separate, focused and accountable
divisional teams strengthen our leading
market position and improve speed and
agility in all our activities.
See more online
See more online See more online
Our market
• All categories supplied
inliquidform
• Regional business
• Innovation focus driven
bysustainability
• Private label share gain
Compass priorities
1. Simplified portfolio, increasing
competitiveness
2. Lower cost
3. Enhanced customer proposition
4. Focused growth
Compass next phase
• Product sustainability to drive
valuegrowth
• Generate value at competitive price
• Build valuable customer
relationships
Our market
• Convenient and sustainable format
• European business
• High pace of innovation
Compass priorities
1. Become specialist supplier
2. Be embedded in the industry
3. Accelerate efficient innovation
4. Invest behind right asset base
5. Be more cost competitive
Compass next phase
• Lead as the specialist supplier
• Be ever closer to customers
andsuppliers
• High-paced innovation –
sustainable and compact
• ‘FleXellence’ – ability to produce a
diverse portfolio while achieving
operational efficiencies
Cost leadership Product leadership
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8 McBride plc Annual Report and Accounts 2025
Our Strategy continued
See more online See more online See more online
Our market
• Declining market overall in Europe
• Private label gaining share over
brands
• Germany and UK still heavy
powderusers
• Surplus industry capacity
Compass priorities
1. Low cost
2. Asset utilisation
3. Technical capability upgrade
4. Targeted market opportunities
Compass next phase
• Be the clear low-cost leader
• Improved utilisation for cost and
capacity
• Continued technical capability
upgrade, sustainability-led
• Targeted geography and channel
opportunities
Our market
• A growing market
• Strong manufacturers in
keymarkets
• Sustainability a top priority
Compass priorities
1. Expand horizons beyond France
2. Build on operational excellence
3. Capitalise on innovation and
ecocredentials
Compass next phase
• Innovation remains key
• Collaborate with customers
togrowmarket reach
• Expand into new territories
• Invest in additional capacity
andcapabilities
Our market
• The fastest growing economy
worldwide
• Growing middle class prioritising
health and wellness
• Increased awareness of
environmental issues
• Fragmented, localised supply base
Compass priorities
1. Invest in flexible manufacturing
capacity
2. Develop household and regional
format capability
3. R&D drive behind sustainability
4. Wider relationships for new growth
5. Keen cost focus
Compass next phase
• Leveraging capacity
• Developing relationships for
contract manufacturing
• Lead through innovation and
superior service
• Target further cost efficiencies
• Extend regional reach for
privatelabel
Cost leadership Product leadership Cost and value leadership
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9 McBride plc Annual Report and Accounts 2025
A major business transformation
This year, we took significant steps forward
on one of the most ambitious business
change programmes in our history: moving
from legacy systems to a modern core
business platform based on SAP S/4HANA.
With our first go-live in the UK planned
for later this calendar year, we are putting
in place a powerful new system that will
help us work more simply, consistently and
efficiently across all areas of the business.
Built by our people, for our business
From day one, this programme has been
a shared effort across the Group. We
brought in colleagues from every function,
site and market, to act as subject matter
experts and help to shape how the system
should work. Their insight has been vital in
designing processes that not only deliver
consistency and control but also respect
the different needs and cultures across our
business.
It has been a real team effort and a great
example of our values in action. We have
seen people demonstrating McBride’s core
values by:
• working together across countries,
divisions and functions;
• taking accountability for designing the
right solution;
• aspiring to be the best by challenging
old ways of working and moving
towards industry best practice; and
• staying committed through every phase
of the programme.
This collective approach has created a
solution that reflects the reality of how we
operate and where we are heading.
Benefits for our customers
As well as improving how we work
internally, SAP S/4HANA will deliver clear
benefits for our customers by enabling:
• better visibility across the supply chain;
• quicker, more accurate responses;
• smoother, more reliable order and
invoicing processes; and
• a more consistent and joined-up service.
We are confident that this will help us
continue to meet the evolving needs of
our customers with greater speed and
precision.
Supporting our people through
thechange
Alongside the technical work, we are
making sure our colleagues, suppliers and
customers are informed, engaged and
ready for what is to come.
Training, communications and hands-on
support are all key parts of our approach,
helping everyone to understand what is
changing and why, and making sure they
feel confident and prepared as we move
towards go-live.
Looking ahead
There is still work to do but the progress
made so far gives us real confidence. With
our UK go-live just around the corner, and
more deployments to follow next year,
we know the key to long-term success is
keeping up the great collaboration that has
been at the heart of this programme.
This is a system for the future, built by
our people, aligned with our values, and
designed to help us deliver even better for
our customers.
Our Strategy continued
Case study
Stepping up with SAP S/4HANA: Investing in the future to serve our customers better
“ SAP is more than a systems
upgrade – it is a Group-wide
cultural change. It will allow us
to standardise key processes,
improve how we manage and
utilise data, and make faster,
more joined-up decisions.
Ultimately, it is about building
a stronger foundation for the
future, so we can continue to
grow, prosper and serve our
customers even better.”
Mark Strickland
CFO and Programme Sponsor
“ Leading this programme has
genuinely been a privilege.
What stood out most is the
energy, commitment and
resilience shown by teams right
across McBride. This is not just
an IT upgrade – it is a major
business change, being made
real by our people. As we get
closer to go-live, our priority
is making sure everyone feels
supported, ready and confident,
which we believe will help us
truly embed the change and
unlock the full value of what
weset out to achieve.”
Paul Boardman
Programme Director
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10 McBride plc Annual Report and Accounts 2025
Overall business performance
McBride has delivered another year
of strong operational and financial
performance and has now posted five
consecutive half years operating at these
materially improved profit levels, marking
a sustained recovery from the challenges
faced three to four years ago. The Group
has successfully restored operational
stability, strengthened its overall financial
position, and now has the flexibility to
invest for growth, efficiency and long-term
stability.
This progress was underpinned by
continued improvements across many
aspects of business activity, including
health and safety, customer service levels
and quality, alongside the efficiencies
delivered through the Transformation
programme. Particularly pleasing is the
continued progress towards the Group’s
strategic imperative of a safe working
environment, with the lost time incident
frequency rate almost halving in the year.
Customer service levels stepped up to new
recent highs, delivering increased volumes
and supporting further opportunities for
strategic partnerships with key customers.
The Group made further progress in its
strategic markets and geographies, driven
by strengthening customer partnerships.
Total sales volumes grew 4.3% year on
year, with private label volumes up 1.4%
and contract manufacturing volumes
substantially up by 48.9%. The latter reflects
the full-year impact of a new significant
long-term contract manufacturing
agreement, which launched in the fourth
quarter of the previous financial year, along
with two new multi-year contracts secured
with large FMCG clients in the first half of
this year.
McBride further strengthened its position
in its core strategic focus areas of Germany
and laundry. It reinforced its commitment to
Germany by opening a new office in Bonn,
and delivered growth in laundry detergents
despite a fierce competitive backdrop from
both branded offers and other private label
producers.
The Group built on the significant
improvement in financial performance
achieved in recent years, delivering a
further underlying increase on a constant
currency basis in adjusted operating profit
(1)
to £66.1 million (2024: £65.6m
(2)
), driven
by a combination of strong price and
margin management, improved operational
performance and disciplined cost control.
Private label demand remains strong with
overall market share holding at current,
all-time high levels. Promotional activity
from branded competitors was particularly
elevated during the year, impacting private
label volumes, although this eased towards
the end of the financial year, while retailers
increased their emphasis on value for
consumers in light of ongoing cost-of-living
pressures.
These results demonstrate the
strength of our core activities
and normalised financial
situation, positioning us well
for continued growth and
investment.
Chris Smith
Chief Executive Officer
CEO’s Report
(1) Please refer to APM in note 30.
(2) Comparatives translated at financial year 2025
exchange rates.
Revenue
2025
£m
2024
£m
Reported
change
Constant
currency
change
(2)
Liquids 529.6 532.8 (0.6)% 0.9%
Unit Dosing 228.9 233.6 (2.0)% (0.3)%
Powders 85.5 92.8 (7.9)% (6.0)%
Aerosols 58.9 50.9 15.7% 18.3%
Asia Pacific 23.6 24.7 (4.5)% (5.6)%
Group 926.5 934.8 (0.9)% 0.7%
Adjusted operating profit/(loss)
(1)
2025
£m
2024
£m
Reported
change
£m
Constant
currency
change
£m
(2)
Liquids 41.0 45.6 (4.6) (3.8)
Unit Dosing 22.5 19.4 3.1 3.4
Powders 6.8 6.0 0.8 1.0
Aerosols 3.1 2.1 1.0 1.1
Asia Pacific 1.1 1.4 (0.3) (0.3)
Corporate (8.4) (7.4) (1.0) (0.9)
Group 66.1 67.1 (1.0) 0.5
Financial Statements Additional InformationGovernance ReportStrategic Report
11 McBride plc Annual Report and Accounts 2025
CEO’s Report continued
The Group made important progress on
the SAP S/4HANA ERP system upgrade
programme. Final user acceptance testing
launched in August 2025 and the first wave
of the programme is expected to go live in
the autumn of 2025, subject to the results
of this final user testing. This will mark a
major step forward in McBride’s digital
transformation journey. The programme will
support better data analytics, standardised
processes, improved planning and enhanced
customer service across the Group.
Execution of the ‘Core Plus’ expansion
plans commenced, with a significant capital
investment approval for expanding UK
operations. This marks the start of a broader
programme to expand capacity, improve
efficiency and support future growth, as
outlined at the Capital Markets Day in
March2024.
Overall business performance
continued
Input costs for materials increased
marginally in certain categories, in
particular for natural-based products, while
materials costs in general remained stable.
Inflation in labour and services remains
elevated, adding cost pressures to both
overheads and direct labour. The Group
is working closely with its customers to
ensure it retains its competitive position by
identifying opportunities for cost reduction
and efficiency. The ability to maintain
service levels and quality while managing
costs has been a critical differentiator, and
McBride remains focused on protecting
margins through disciplined pricing, product
engineering, operational efficiency and
supply chain agility.
The Group’s financial position was further
strengthened by a £26.3 million reduction in
net debt to £105.2 million at 30 June 2025
(2024: £131.5m). As a result, it has beaten its
target of net debt/adjusted EBITDA below
1.5x, closing the year at 1.2x. This represents
a significant milestone in McBride’s journey
to restore financial resilience and flexibility.
Key to this important development was the
successful refinancing of the Group’s debt
facilities in November 2024, completed
with significantly improved terms. The
new, long-term, financing facilities reflect
the confidence of McBride’s banking
partners in its strategy and performance,
enhancing the Group’s ability to support
the ‘Core Plus’ and ‘Buy and Build’ strategic
ambitions, whilst continuing to strengthen
the operational platform and normalise
capital allocation options. As a result of
this, and the solid trading performance, the
Board is reinstating the annual dividend,
recommending a final dividend of 3.0 pence
per share for the year ended 30 June 2025,
subject to approval by shareholders at the
Company’s 2025 AGM.
Strategic progress
McBride’s Transformation agenda continued
to progress well and remains on track
to deliver £50 million net benefits over
the five years to 2028. This year saw the
deployment of the Commercial Excellence
programme, while the Service Excellence
and SAP S/4HANA programmes continued
at pace. The programmes in delivery
provided a net benefit of £5.0 million during
the year, while customer service levels
improved dramatically, with several of our
factories increasing output to record levels.
These operational gains were instrumental
in supporting our customers and enhancing
our reputation as a reliable partner.
Financial Statements Additional InformationGovernance ReportStrategic Report
12 McBride plc Annual Report and Accounts 2025
CEO’s Report continued
At McBride, health and safety is not
just a compliance requirement, it is a
central part of the Company’s culture
and values. As part of ongoing efforts to
raise awareness and drive engagement
across all levels of the business, members
of the executive team, including those in
non-operational roles such as Finance and
HR, actively participate in safety walks.
These site visits are carried out across
offices and manufacturing facilities, and
are designed to promote best practice,
identify opportunities for improvement,
and demonstrate leadership commitment
to a safe working environment.
One recent safety walk took place at
the Middleton site in the UK. Chief
Financial Officer Mark Strickland joined
Global Health & Safety Lead Jerry
Boardman and other colleagues on the
factory floor to observe maintenance
work on one of the operating lines.
The focus was assessing adherence to
procedures, ensuring safe access to
machinery and encouraging open dialogue
around safety practices. Only minor
suggestions were noted, whilst the overall
safety performance and general site
commitment to safety was warmly praised.
Beyond the practical assessments,
these safety walks have the added
benefit of increasing leadership visibility
and accessibility. By spending time in
different sites and departments, the
executive team reinforce the message
that safety is everyone’s responsibility.
It is through these types of consistent
engagement and positive recognition of
safe behaviours, that McBride continues
to strengthen its health and safety
culture across all areas of the business.
Case study
Promoting a culture of safety through leadership visibility
Sustainability
McBride built on its sustainability
agenda over the year, notably through
its commitment to the Science Based
Targets initiative (SBTi) as part of a wider
environmental strategy. The Group made
great progress towards its 2025 targets,
set in 2019, and will now replace them with
the new SBTi targets. The team is working
closely with ClimatePartner® to advance
our carbon reduction efforts by tracking
progress and providing quality metrics
and insight. These efforts are embedded
across all divisions and support the Group’s
long-term climate objectives, and it is
encouraging to see the progress made in
reducing carbon emissions for the last year,
with an absolute reduction of 3.1% and an
intensity level reduction of7.6%.
Current trading and outlook
McBride enters the 2026 financial year
from a position of strength. The Group has
now delivered five consecutive halfyears
at these profit levels, and its financial
andoperational foundations are stable.
Demand for private label products
continues to be strong, growing in the last
twelve months overall, with private label
market share holding at the most recent
all-time high levels. McBride expects to
achieve volume growth in the coming
period as a result of successful contract
wins, both for private label and contract
manufacturing.
The inflationary backdrop continues to
shape retailer behaviour, with many seeking
value-led propositions and cost-reduction
initiatives. McBride is well positioned to
respond to these dynamics, leveraging its
scale, efficiency and customer partnerships
to deliver competitively priced and
high-quality products.
McBride’s focus on excellence, supported by
the Transformation programme, will secure
its ability to deliver sustainable growth and
long-term value for customers, shareholders
and wider stakeholders.
Chris Smith
Chief Executive Officer
16 September 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
13 McBride plc Annual Report and Accounts 2025
Performance review
The Liquids division delivered revenue
of £529.6 million (2024: £532.8m),
representing a 0.9% increase on a constant
currency basis
(1)
. Adjusted operating profit
was £41.0 million (2024: £45.6m), resulting
in an adjusted operating profit margin
of 7.7% (2024: 8.6%). Adjusted ROCE
(2)
increased to 40.5% (2024: 37.8%).
Sales volumes rose 3.5%, driven primarily
by the successful onboarding of a major
new long-term contract manufacturing
agreement. Private label volumes remained
broadly flat, as gains from new contracts
were offset by the impact of branded
promotions, which affected private label
market share in the second half of the year.
Adjusted operating profit declined due to
an increased mix in favour of lower-value
products, small rises in raw material
costs in certain categories and continued
inflationary pressure in labour and
services. These challenges were partially
offset by Transformation initiatives, cost
reduction efforts and operational efficiency
improvements.
Regionally, the division delivered improved
performance in Germany and France, with
slightly weaker performance in the UK as a
result of lower volumes.
Italy had a challenging year, mostly as a
result of suboptimal customer service levels
in the prior year and certain contract losses,
with a more positive outcome for this region
expected in the coming year.
The division maintained a sharp focus
on safety, achieving a 60% year-on-year
reduction in accidents as all teams
advanced their zero lost time incident
strategies. Customer service and quality
levels also saw significant improvements
over the past twelve months.
Innovation remained a key priority, with
initiatives particularly focused on building
a sustainable innovative product portfolio.
Product launches were targeted at
reducing CO₂e emissions through material
reformulation, increased concentration
of products and the development
of alternatives to plastic packaging.
Additionally, the division undertook capital
investment in automation, specifically the
implementation of mixed case packing lines,
which was completed inthe second half of
the year and is expected to deliver further
benefits in2026.
We strengthened our business
in many different areas and
made good progress against
our strategic targets.
Peter Ingelse
Managing Director
Liquids
Our Divisions
Revenue
£529.6m
(2024: £532.8m)
Adjusted operating profit
(2)
£41.0m
(2024: £45.6m)
Adjusted ROCE
(2)
40.5%
(2024: 37.8%)
Units sold
803.6m
See more online
(1) Comparatives translated at financial year 2025
exchange rates.
(2) Please refer to APM in note 30.
Financial Statements Additional InformationGovernance ReportStrategic Report
14 McBride plc Annual Report and Accounts 2025
We achieved profit growth
through better customer
service and efficiency
improvements.
Lennard Markestein
Managing Director
Unit Dosing
Our Divisions continued
Performance review
The Unit Dosing division delivered revenue
of £228.9 million (2024: £233.6m),
representing a (0.3)% decline on a constant
currency basis
(1)
. Adjusted operating profit
increased to £22.5 million (2024: £19.4m),
with the adjusted operating margin
increasing to 9.8% (2024: 8.3%). Adjusted
ROCE
(2)
increased to 35.4% (2024: 32.8%).
The division successfully expanded its
margin through operational efficiencies
supported by the Transformation
programme, tight control of overhead
costs and significantly improved customer
service. In addition, the division achieved
improvements in safety performance over
theyear.
Despite a 5.0% contraction in the broader
Unit Dosing market, largely due to declining
branded product volumes, the division
outperformed the sector. The division’s
overall volumes grew by 0.9% in terms of
number of packs, while there was growth of
2.4% in individual dose formats, reflecting
a steady market shift towards larger
pack sizes. Volumes rose 7.3% in contract
manufacturing, mostlydriven by successful
new product launches, with private label
volumes broadly flat.
The division continued to invest in the
capabilities that matter most to its
customers. New capacity expansions,
commissioned primarily in the latter half
of the year, strengthened the operational
platform and positioned the business for
sustained growth in the years ahead.
In addition to expanding production
capabilities, the division sustained strong
momentum in its innovation agenda, with a
continued focus on enhancing sustainability
across products, raw materials and
packaging. Significant efforts were made
to optimise product weight and efficiency,
ensuring that performance remains in
line with the high standards expected by
customers.
Unit Dosing launched two major contract
manufacturing agreements in 2025, further
expanding its capabilities and product
portfolio in this key growth area. These
partnerships reflect a strategic shift towards
innovation-led growth, sustainability and
leadership in dishwash, reinforced by
McBride’s long-term Transformation agenda.
Revenue
£228.9m
(2024: £233.6m)
Adjusted operating profit
(2)
£22.5m
(2024: £19.4m)
Adjusted ROCE
(2)
35.4%
(2024: 32.8%)
Total doses sold
5.0bn
(1) Comparatives translated at financial year 2025
exchange rates.
(2) Please refer to APM in note 30.
See more online
Financial Statements Additional InformationGovernance ReportStrategic Report
15 McBride plc Annual Report and Accounts 2025
We have built on contract
wins from the prior year whilst
managing our cost base.
Marielle Claudon
Managing Director
Powders
Our Divisions continued
Performance review
The Powders division delivered revenue of
£85.5 million (2024: £92.8m), representing
a (6.0)% decline on a constant currency
basis
(1)
. Adjusted operating profit increased
to £6.8 million (2024: £6.0m), resulting in
an adjusted operating profit margin of 8.0%
(2024: 6.5%) and an adjusted ROCE
(2)
of
30.0% (2024: 21.5%).
Following a strong year of business wins
in 2024, the division shifted focus to
improving operational delivery in 2025.
Revenue decreased due to delays in
contract launches, changes in product
mix and adecline in UK demand. Despite
these challenges, the division maintained
resilience through cost control, operational
efficiency and margin management.
Sales volumes decreased by 4.4% year on
year, impacted by delayed product launches
and certain contracts ending. Private label
volumes declined by 4.6% while contract
manufacturing volumes, which now make
up c.30% of the division’s total volumes,
decreased by 5.0%.
The division continued innovating, focusing
on sustainable formulations and packaging,
especially for the German retail market,
and compact formats. Strategic initiatives
drove operational changes to enhance
sustainability, including Overall Equipment
Effectiveness (OEE) monitoring to boost
capacity, investments to cut energy use and
emissions, and mono-material packaging to
support recycling.
Aligned with the strategic priorities set
in 2021, the division continued delivering
award-winning products, driven by R&D in
compaction and sustainability. Operational
excellence remained a focus, improving
efficiency and customer service as the
division secured new customer wins and
extended its private label presence into new
markets.
Revenue
£85.5m
(2024: £92.8m)
Adjusted operating profit
(2)
£6.8m
(2024: £6.0m)
Adjusted ROCE
(2)
30.0%
(2024: 21.5%)
Tonnes produced
64,628
(1) Comparatives translated at financial year 2025
exchange rates.
(2) Please refer to APM in note 30.
See more online
Financial Statements Additional InformationGovernance ReportStrategic Report
16 McBride plc Annual Report and Accounts 2025
Significant contract wins
supported revenue and
profitgrowth.
Marc Marot
Business Unit
Director Aerosols
Our Divisions continued
Performance review
Revenue grew to £58.9 million (2024:
£50.9m), an 18.3% increase on a constant
currency basis
(1)
, generating an adjusted
operating profit of £3.1 million (2024: £2.1m)
and an adjusted operating profit margin
of 5.3% (2024: 4.1%). Adjusted ROCE
(2)
increased to 23.1% (2024: 17.7%).
The division’s performance was primarily
driven by significant contract wins aligned
with the division’s targeted geographical
expansion strategy. Revenue growth was
led by private label contracts, with sales
volumes increasing 26.2% and the division
maintaining strong positions in France
and Portugal while achieving significant
growth in Germany. Gains were also made in
contract manufacturing, with sales volumes
growing 18.3%.
Revenue in Aerosols continued to be
predominantly private label-based,
reflecting its capability to produce niche
products, while contract manufacturing
remained a stable and moderately growing
part of the portfolio.
Innovation remained a key focus, with
the successful rollout of sustainable
packaging solutions such as tin-plate
cans and cardboard caps. The division
further advanced cleaner formulations
and continued efforts to reduce its
environmental impact, particularly in
theuseof virgin plastic.
Strategically, Aerosols made major
capital investments to expand both
filling and mixing capacity in personal
care. The division also broadened its
product range to strengthen category
leadership and enhance relevance in the
market, particularly in insecticides and
airfresheners.
Revenue
£58.9m
(2024: £50.9m)
Adjusted operating profit
(2)
£3.1m
(2024: £2.1m)
Adjusted ROCE
(2)
23.1%
(2024: 17.7%)
Units produced
85.6m
(1) Comparatives translated at financial year 2025
exchange rates.
(2) Please refer to APM in note 30.
See more online
Financial Statements Additional InformationGovernance ReportStrategic Report
17 McBride plc Annual Report and Accounts 2025
Despite a challenging year,
the division is winning new
ground in personal care and
household categories, paving
the way for strong growth
in2026.
Teong Dee Ong
Business Unit Director
Asia Pacific
Our Divisions continued
Performance review
The Asia Pacific division delivered
revenue of £23.6 million (2024: £24.7m),
representing a (5.6)% decline on a constant
currency basis
(1)
. Adjusted operating profit
was £1.1 million (2024: £1.4m), resulting in
an adjusted operating profit margin of 4.7%
(2024: 5.7%) and an adjusted ROCE
(2)
of
15.1% (2024: 15.9%).
Performance was impacted by delays to
contract launches in Australia, subdued
private label demand in Malaysia and
Vietnam, and adverse foreign exchange
effects. Despite these challenges, the
division effectively managed costs to
mitigate the impact on margins.
Sales volumes grew 6.3%, driven by a
significant rise in contract manufacturing
volumes in Vietnam, and new product
launches in the second half of the year.
Private label sales in Malaysia declined
slightly due to reduced demand and a key
customer’s strategic exit from the segment.
The division gained traction in Australia’s
private label market, especially in personal
care and, more recently, in household
categories. Pricing remained highly
sensitive across the region, with intensified
competition as more players shifted focus
to Asia amid rising geopolitical tensions,
adding pressure on margins.
Sustainability efforts continued in
collaboration with customers, focusing
on greener packaging and more natural
formulations.
Revenue
£23.6m
(2024: £24.7m)
Adjusted operating profit
(2)
£1.1m
(2024: £1.4m)
Adjusted ROCE
(2)
15.1%
(2024: 15.9%)
Litres produced
25.1m
(1) Comparatives translated at financial year 2025
exchange rates.
(2) Please refer to APM in note 30.
See more online
Financial Statements Additional InformationGovernance ReportStrategic Report
18 McBride plc Annual Report and Accounts 2025
Group results
Adjusted operating profit
(1)
decreased by
£1.0 million to £66.1 million (2024: £67.1m)
but increased by £0.5 million at constant
exchange rates
(2)
. Operating profit of £60.2
million was lower than the prior year (2024:
£64.3m). The Group reported adjusted
EBITDA
(1)
of £85.8 million (2024: £87.1m),
which had increased by £0.4 million at
constant exchange rates and resulted in an
adjusted EBITDA margin
(1)
of 9.3%, in line
with the prior year.
The underlying increase in adjusted
operating profit
(1)
on a constant currency
basis was achieved through a combination
of price and margin management,
enhancedoperational performance
andtight cost control.
Adjusted profit before taxation
(1)
increased
3.4% to £54.9 million (2024: £53.1m).
Reported profit before taxation was
£49.0million (2024: £46.5m).
Exceptional items
Exceptional items of £4.0 million were
recorded during the year (2024: £4.6m).
The charge comprised the following:
• £0.4 million costs relating to the
re-evaluation of the environmental
remediation provision;
• £1.5 million employee severance costs in
relation to organisational changes aimed
at enhancing long-term operational
efficiency and capability in line with the
Group’s strategy; and
• £2.1 million costs relating to a Group-wide
strategic review of growth options.
Finance costs
At £11.2 million, adjusted finance costs
(3)
were £2.8 million lower than the prior year
(2024: £14.0m), driven by decreases in
overall market interest rates and from the
lower levels of debt within the Group. Total
finance costs of £11.2 million (2024: £17.8m)
included exceptional finance costs of £nil
(2024: £3.8m).
Taxation
The tax charge on adjusted profit before
tax
(1)
for the year was £17.3million (2024:
£14.8m) and the effective taxrate was32%
(2024: 28%).
The Group operates across a number of
jurisdictions and tax risk can arise in relation
to the pricing of cross-border transactions.
Associated provisions for uncertain tax
positions were reduced in the year, mainly
due to expiries in the statute of limitations.
Our strong balance sheet
provides a great platform for
future expansion.
Mark Strickland
Chief Financial Officer
CFO’s Report
(1) Please refer to APMs in note 30.
(2) Comparatives translated at financial year 2025
exchange rates.
(3) Please refer to note 8 for reconciliation to total
finance costs.
Earnings per share
On an adjusted basis, diluted earnings
per share
(1)
was 21.1 pence (2024: 21.7p).
Total adjusted basic earnings per share
(1)
decreased to 22.1 pence (2024: 22.2p),
with basic earnings per share at 19.5 pence
(2024: 19.3p).
Payments to shareholders
As a result of the refinancing of the
revolving credit facility (RCF), the block
on shareholder distributions has now
been removed, permitting the Company
to restore the payment of dividends and
consider share buy-backs. The Board
isrecommending a final dividend of
3.0pence per ordinary share for the year
ended 30 June 2025, subject to approval
by shareholders at the Company’s 2025
AGM. If approved, the recommended final
dividend will be paid as a cash dividend
on 28 November 2025 to all holders of
ordinary shares who are on the register of
members on 31October 2025. The ordinary
shares willbe markedasex-dividend on
30October 2025.
Financial Statements Additional InformationGovernance ReportStrategic Report
19 McBride plc Annual Report and Accounts 2025
Cash flow and balance sheet
2025
£m
2024
£m
Adjusted EBITDA
(1)
85.8 87.1
Working capital excluding provisions and pensions 13.7 (4.6)
Share-based payments 1.6 1.6
Loss on disposal of property, plant and equipment 0.4 1.4
(Reversal of impairment)/impairment of fixed assets (0.6) 0.2
Pension deficit reduction contributions (7.0) (4.0)
Free cash flow
(1)
93.9 81.7
Exceptional items (3.2) (1.0)
Interest on borrowings and lease liabilities less interest receivable (7.9) (10.9)
Refinancing costs paid (1.8) (5.5)
Tax paid (17.9) (5.1)
Net cash generated from operating activities 63.1 59.2
Net capital expenditure
(2)
(30.4) (19.6)
Repayment of lease liabilities (4.2) (4.5)
Debt financing activities (2.2) (25.9)
Settlement of derivatives 0.4 1.1
Free cash flow to equity
(3)
26.7 10.3
Purchase of own shares (2.4) (2.8)
Net increase in cash and cash equivalents 24.3 7.5
CFO’s Report continued
(1) Please refer to APMs in note 30.
(2) Net capital expenditure is capital expenditure less proceeds from sale of fixed assets.
(3) Free cash flow to equity excludes cash flows relating to transactions with shareholders.
(4) Gearing represents net debt divided by the average of opening and closing capital, being total equity plus net debt.
Free cash flow
(1)
was £93.9 million (2024:
£81.7m) in the year to 30 June 2025, mostly
attributable to the strong performance in
adjusted EBITDA
(1)
and a focus on achieving
significantly improved working capital
inflows.
Refinancing costs of £1.8 million (2024:
£5.5m) reflected the renegotiation of the
Group’s RCF during the year. Thesignificant
increase in tax paid to £17.9 million (2024:
£5.1m) resulted from the return to taxable
profit across the tax jurisdictions in which
the Group operates.
During the year, net capital expenditure
(2)
was £30.4 million (2024: £19.6m) in cash
terms. The Group continues to prioritise
capital expenditure to support divisional
growth objectives and the SAP S/4HANA
programme.
The Group’s net assets increased to
£94.3million (2024: £63.4m). Gearing
(4)
decreased to 53.3% (2024: 66.0%) as net
debt levels decreased by £26.3 million.
Adjusted ROCE
(1)
of 33.0% was slightly below
the prior year (2024: 33.5%), impacted by
marginally reduced profit levels coupled with
significant increases in capital expenditure,
particularly relating to the SAPS/4HANA
programme, which is expected togo live in
the coming months.
Bank facilities and net debt
(1)
Net debt at 30 June 2025 was
£26.3million lower than the prior year
endat£105.2million (2024: £131.5m).
During the year, the Group renegotiated
its€175 million multi-currency,
sustainability-linked RCF, increasing the
facility to €200 million and securing a
four-year term to November 2028, with
an option to extend by up to two years.
Additionally, an uncommitted €75 million
accordion feature, available in previous
agreements, has been reinstated. The overall
facility has reverted to more traditional
covenant requirements, and ensures that
the Group continues to have significant
levels of liquidity headroom and funds for
expansion.
At 30 June 2025, liquidity
(1)
, which is no
longer a covenant requirement of the RCF
agreement, was £141.4 million (2024: £98.3m).
At 30 June 2025, the net debt cover ratio
(1)
under the RCF funding arrangements was
0.4x (2024: 0.8x) and the interest cover
ratio
(1)
was 8.5x (2024: 6.8x). The amount
undrawn on the facility was £107.2 million
(2024: £82.9m). Under the new RCF
agreement, net debt cover and interest
cover covenantstesting restarted with
effect from31 December 2024.
The RCF, which is aligned with the Loan
Market Association’s ‘Sustainability Linked
Loan Principles’, now incorporates two
sustainability performance targets which
are central to McBride’s commitment
to maintaining a responsible business
and contributing actively to a more
sustainablefuture:
1. Greenhouse gas emissions (GHGs):
thepercentage reduction in Scope 1
and Scope 2 greenhouse gas emissions
of the Group, including emissions from
consumption of gas, electricity and oil and
other direct emissions such as refrigerants
and vehicle fleets as against the baseline.
During the year, the Group achieved
a reduction of 42.9% (2024: 35.8%),
surpassing the loanagreement target of
40.21% by 30June 2025.
2. Supplier engagement: percentage of
GHG emissions attributed to suppliers
of the Group, for purchased goods and
services with a science-based target that
has been validated by the Science Based
Targets initiative or otherwise assessed
by a third party. During the year,
engagement equivalent to 21.6% (2024:
16.2%) was achieved, exceeding the loan
agreement target of 20.0%.
Successful achievement of both annual
targets results in a reduction of 0.05% of
the margin of the facility.
At 30 June 2025, the Group had a number
of facilities whereby it could borrow against
certain of its trade receivables. In the
UK, the Group had a £20 million facility,
committed until May 2026. In Spain, France
and Belgium, the Group had an unlimited
facility committed until May 2026. In
Germany and Denmark, the Group had a
€45 million facility, committed until May
2026. In Italy, the Group had a €23 million
facility, committed until April 2028. The
Group can borrow from the provider of
the relevant facility up to the lower of the
facility limit and the value of the respective
receivables.
Financial Statements Additional InformationGovernance ReportStrategic Report
20 McBride plc Annual Report and Accounts 2025
• If adjusted operating profit is between
£30.0 million and £35.0 million,
aproportion of the £1.7million
contribution will be due the following
year, with incremental increases of
£0.34 million of additional contributions
for each whole £1.0 million of
adjusted operating profit in excess of
£30.0million.
As previously disclosed in the Annual
Report and Accounts 2024, the NTL vs
Virgin Media case could have implications
for the Company. Following the Court of
Appeal upholding the 2023 High Court
ruling on 25 July 2024, the Trustee initiated
the process of investigating any potential
impact for the Fund.
In June 2025, the Department for Work
and Pensions (DWP) confirmed that the
Government will introduce legislation to
give affected pension schemes the ability
to retrospectively obtain written actuarial
confirmation that historical benefit changes
met the necessary standards. Further
detail on the approach and process for this
retrospective confirmation is expected to
follow in due course.
The Company is therefore disclosing this
issue as a potential contingent liability at
30 June 2025 and will review again based
on the findings of the detailed investigation
and further legislation updates.
Following the DWP’s announcement, the
Group and the Trustee do not expect the
Virgin Media ruling to give rise to any
additional liabilities.
The Group has other post-employment
benefit obligations outside the UK that
amounted to £1.9 million (2024: £1.9m).
Mark Strickland
Chief Financial Officer
Pensions
In the UK, the Group operates a defined
benefit pension scheme, which is closed to
new members and to future accrual.
At 30 June 2025, the Group recognised
a deficit in the scheme of £23.0 million
(2024: £27.5m). The decrease in deficit is
due to deficit reduction contributions paid
by the Group, an increase in discount rate
placing a lower value on the liabilities, and
lower-than-expected inflation. These were
offset to some extent by interest on the
deficit, a decrease in asset values mostly
due to liability-matching assets that the
Fund invests in, and allowance for the
31March 2024 triennial valuation, which
isthe difference between the estimated
andactual experience in the Fund over the
inter-valuation period.
Following the triennial valuation as at
31March2024, McBride and the Trustee
agreed a new deficit reduction plan based
on the scheme funding deficit of £32.3
million. A total amount of £7.0 million
was paid in the year ended 30 June
2025, being a £5.3 million annual deficit
reduction contribution, plus a £1.7 million
‘one-off’ payment for the removal of the
Trustee’s dividend matching mechanism.
It was agreed that, from 1 July 2025,
£5.7million per annum is payable until
30June 2028 and, from 1 July 2028, deficit
reduction contributions revert to the
previous agreement of 1 October 2024,
with £4.0 million payable per annum, plus
up to £1.7 million per annum in conditional
profit-related contributions, which are
determined as follows:
• If adjusted operating profit exceeds
£35.0 million, additional annual deficit
contributions of £1.7 million will be due
overthe following year.
• If adjusted operating profit is below
£30.0 million then no profit-related
contributions will be due the following
year.
CFO’s Report continued
Commercial Excellence has focused on
two key dimensions in 2025, being the
optimisation of processes, tools and
metrics, and the development of people
through skills enhancement, including
targeted learning and development
initiatives. The objective was to deliver
and capture customer value, whilst
effectively managing internal complexity
through best-in-class solutions. Customer
focus remained front and centre through
streamlining customer interfaces,
improving responsiveness, fostering
proactivity and prioritising activities that
directly contributed to sales performance.
The harmonisation of commercial
functions across regions and divisions
enabled us to systematically identify
development needs. Throughout 2025,
weprovided tailored training opportunities
aligned with individual requirements.
To ensure long-term sustainability,
weestablished a Commercial Learning
Academy, offering courses designed
to foster growth and agility. This now
serves as a resource for onboarding and
continuous development.
We also successfully developed and
implemented a unified, proactive and
co-ordinated tender management process,
resulting in a measurable improvement in
tender success rates. This initiative was
complemented by a new value-based
pricing strategy that leverages McBride’s
pricing power to enhance profitability.
Standardisation of account management
processes and tools significantly improved
internal collaboration and accelerated
our speed to customer, reinforcing our
commitment to Commercial Excellence.
In addition, various initiatives within
the Commercial Excellence framework
enabled us to target the right customers,
optimise resource allocation and prioritise
investments effectively. These efforts
have contributed to increased revenue
and profitability in several regions,
whilst ensuring sustained performance
acrossothers.
Case study
Commercial Excellence: driving customer value and operational efficiency
Financial Statements Additional InformationGovernance ReportStrategic Report
21 McBride plc Annual Report and Accounts 2025
Our Key Performance Indicators
Revenue
(£m)
2025
926.5
2024
934.8
2023
889.0
2022
678.3
2021
682.3
Transformation benefits
(£m)
2025
5.0
2024
(1.6)
Adjusted EBITDA
(1)
margin
(%)
2025
9.3
2024
9.3
2023
3.8
2022
(0.5)
2021
6.7
Adjusted operating profit
(1)
(£m)
2025
66.1
2024
67.1
2023
13.5
2022
(24.5)
2021
24.1
Free cash flow
(1)
(£m)
2025
93.9
2024
81.7
2023
38.0
2022
(22.7)
2021
33.1
Adjusted ROCE
(1)
(%)
2025
33.0
2024
33.5
2023
6.4
2022
(11.4)
2021
11.5
Lost time incident
frequency rate (#)
2025
0.48
2024
0.75
2023
0.88
2022
0.48
2021
0.80
Customer service level (CSL)
(%)
2025
94.2
2024
89.9
2023
87.4
2022
85.4
2021
90.8
(1) Please refer to APM in note 30.
Link to strategy: Market standing Operational excellence Sustainability Talent
Why we measure: A key performance indicator
of the relevance of our portfolio to our customers
and consumers.
How we have performed: Despite volume growth
of 4.3%, revenue decreased by 0.9%, with an
adverse impact from changes in product mix.
Why we measure: Adjusted ROCE
(1)
serves as an
indicator of how efficiently we generate returns
from the capital invested in the business.
How we have performed: Adjusted ROCE
(1)
remains in line with the prior year, reflecting the
strong profitability achieved by the Group for a
second year running.
Why we measure: Ensuring that all our colleagues
return home safe and healthy at the end of every
working day is the primary objective of the Group.
How we have performed: Our lost time frequency
rate decreased in 2025 for the second consecutive
year, in line with key objectives focused on our
H&S Governance Framework, zero loss journey
maps and leading indicators.
Why we measure: Consistently delivering a high
CSL underpins our customer-focus approach.
How we have performed: Our CSL improved
significantly in 2025, reflecting focused
improvements in supply chain planning, coupled
with increased resilience and agility in production
operations. This was reinforced by strengthened
partnerships with warehousing and transport
logistics providers.
Why we measure: Net profit benefit achieved from
the Transformation programmes will play a key
role in delivering the long-term, sustainable profit
growth of the Group.
How we have performed: All Transformation
programmes are now fully mobilised. Benefits are
being realised as we progress towards embedding
these initiatives into underlying processes.
Why we measure: We measure adjusted EBITDA
(1)
margin to get a good view of the underlying
profitability of the Group.
How we have performed: The Group’s profitability
is consistent with the prior year, supported by
volume growth and a focus on cost control and
margin management.
Why we measure: Adjusted operating profit
(1)
is the main indicator of underlying operational
performance.
How we have performed: Despite a slight decline
in revenue, the Group maintained strong levels of
adjusted operating profit
(1)
through a focus on cost
control and margin management.
Why we measure: Free cash flow
(1)
is an important
indicator of our overall operational performance as
it reflects the cash we generate from operations.
How we have performed: Free cash flow
(1)
remained strong, with the improvement on the
prior year driven by a focus on working capital
management.
Financial Statements Additional InformationGovernance ReportStrategic Report
22 McBride plc Annual Report and Accounts 2025
The Directors are fully aware of their
responsibilities to promote the success of
the Company in accordance with section
172 of the Companies Act 2006 (the
‘2006 Act’). The Board considers it has
acted in good faith and made decisions
which promote the long-term success
of the Company for the benefit of its
shareholders and its people. In doing so,
it considered the interests of stakeholders
impacted by the business as well as its
legal duties. It acknowledges that, as it
works towards securing the Group’s success
and sustainability and delivering on our
strategy, it needs to build and maintain
successful relationships with a wide range
of stakeholders within an interconnected
society. The Board has identified five
key stakeholder groups and recognises
that it must ensure that the perspectives,
insights and opinions of stakeholders
are understood and considered when
key decisions are being made. Equally,
not all decisions will result in a positive
outcome for all stakeholders; however, the
Board recognises that its decisions should
nonetheless be justifiable in themselves.
Factors taken into account in the Board’s
decision making included:
• likely consequences of any decisions in
the long term;
• the interests and wellbeing of our people,
including health and safety risks;
• the need to foster the Company’s
business relationships with suppliers,
customers and others;
• the impact of the Company’s operations
on the community and environment;
• the desirability of the Company
maintaining a reputation for high
standards of business conduct;
• the compliance and financial risks to the
Company and our stakeholders; and
• the need to act fairly between
shareholders ofthe Company.
Examples of how the Board had oversight
of stakeholder matters and had regard for
these matters and the potential impact on
stakeholders when making decisions, are set
out below.
Our Stakeholders
Section 172(1) statement
How we engage and foster strong relationships with some
of our keystakeholders
Why significant
We remain dedicated to fostering a supportive
and dynamic work environment that empowers
our 3,664 colleagues
(1)
across 14 countries to
achieve their full potential.
How we engage
The Board believes we can ultimately
differentiate our business through our
colleagues, so it is important to us that
we create a culture where our people can
be themselves and fulfil their potential. By
focusing on inclusion and diversity, we can
make better business decisions, informed by
diverse perspectives. Our culture comes to
life through our three core values (‘working
together’, ‘aspiring to be the best’ and ‘always
committed’), which remain unchanged. These
values underpin our purpose and have become
a vital part of our culture.
We are committed to providing an open and
inclusive culture, where colleagues have the
opportunity to progress and where they are
supported in their development.
2025 highlights
• Employee Voice surveys, including the
launch of our diversity, equity and inclusion
(DEI) survey in December 2024, which has
provided valuable information on how our
colleagues feel whilst identifying areas that
need addressing.
• Evaluated the results of the DEI survey to
create an inclusion, belonging and fairness
strategy.
• Our Group-wide volunteering initiative,
McBride Gives, supporting local charities
that align with our purpose, has continued to
be embedded across all locations this year.
• Continued to provide career development
options, empowering our colleagues to
fulfil their potential and their professional
ambitions.
• Regular communications and town halls
fostering transparency, engagement and
asense of belonging.
• Board member engagement with our
European Works Council (EWC) throughout
the year to ensure that the Board is well
informed about perspectives, concerns and
the ideas of the workforce.
Outcomes and impact of key decisions
Our continued commitment to creating an
attractive, diverse, equitable and inclusive
environment, where our colleagues feel they
belong and that their safety and wellbeing
matters, is fundamental to the delivery of our
strategic priorities.
Our workforce
(1) Includes employees, third-party contractors, consultants and agency workers as at 30 June 2025.
Financial Statements Additional InformationGovernance ReportStrategic Report
23 McBride plc Annual Report and Accounts 2025
Our Stakeholders continued
Section 172(1) statement continued
Why significant
Good relationships with our customers are the
fundamental bedrock of our business. Under
our divisional structure, a core ambition is
to provide focused and specialist insight to
help our customers with the optimal portfolio
proposition that best suits their businesses.
How we engage
We aim to deliver industry-leading value,
service and quality for our customers.
Our specialist commercial and technical
teams, supported by central teams such
as logistics and purchasing, look to drive
long-lasting, trusted relationships with our
customers, ultimately providing a compelling
range of value products. Reacting quickly
and effectively to changing requirements
is increasingly a core competence in our
customer proposition.
2025 highlights
The strong momentum in the private label
market at the end of 2024 carried on into
2025 as consumers continued to move
towards private label goods as a result of the
enduring inflationary pressures. The business
environment became more challenging in the
second half of the year, with a private label
share growth slowdown and price pressure
resulting from retailers seeking to keep prices
down, increased branders’ promotional
activity and additional capacity in the market.
Despite the tougher backdrop, total sales
volumes increased by 4.3% year on year, with
certain divisions expanding their geographical
sales footprint.
Instrumental in this success was our renewed
focus on quality, as well as the delivery of
Service Excellence for customers, one of our
key Transformation programmes. We regularly
monitor customer service levels and have seen
an improvement in the performance of each of
the divisions over the course of the year.
In the second half of the year, our customers
were looking for support to strengthen
their private label offerings and grow their
sales volumes and market shares. With our
comprehensive services, we were able to
deliver added-value solutions to customers,
strengthening our relationships with them.
Outcomes and impact of key decisions
Our ability to react quickly and effectively to
evolving customer needs, to work together
with our customers and to further improve
our offering and service to our customers has
enabled us to better serve them.
Our customers
In recent years, the European freight
market has faced challenges due to
surging demand following the pandemic
and retiring truck drivers not being
replaced, exacerbated by an exodus of
drivers due to the conflict in Ukraine.
Our Logistics function needed a reset
to meet these challenges, in both
warehouse and transport operations,
in order to support our commitment
to customer service. McBride achieved
this in the following ways:
• Reorganising the Logistics function,
from central management to locally
aligned regional ‘order to delivery’
teams, and merging with the
Customer Experience team to improve
co-ordination and process flow.
• Moving from transactional hauliers to
longer-term partnerships, backed by
contractual service level agreements.
• Deploying a new Transport
Management System (TMS), automating
transport planning, execution and
haulier payment, with live data visibility
and actionable insights from the TMS
enabling better analysis and agility in
decision making.
• Conducting a warehouse network
study to confirm optimal location
andcapacity for warehouses, with
threenew warehouses opened in the
last three years.
Case study
Our logistics journey to best-in-class customer service level
Financial Statements Additional InformationGovernance ReportStrategic Report
24 McBride plc Annual Report and Accounts 2025
Our Stakeholders continued
Section 172(1) statement continued
Why significant
Raw materials are responsible for a large
proportion of our product costs. Price
increases, delays or interruption in the supply
of raw materials could have a significantly
detrimental effect on both our operations
andfinancial position.
How we engage
Our updated Supplier Code of Conduct,
which is available on our website, sets out
the standards of behaviour we expect from
our suppliers. We strive to establish mutually
beneficial relationships across our supplier
base, encouraging them to match our high
standards. Our centralised Group Purchasing
function is committed to sourcing the Group’s
key materials and maintaining constructive
and collaborative two-way communication
across our supplier base. A due diligence
exercise is carried out on new suppliers prior
to engagement.
2025 highlights
Despite an elevated level of geopolitical
tension and distorted global trade flows,
supply availability remained strong throughout
the financial year under review, with no key
areas of disruption. Heightened tensions in the
Middle East, the continuing Russia/Ukraine
conflict and US-driven tariffs all contributed
to inflation remaining at elevated levels. Key
commodities for the Group remained volatile
amidst the backdrop of the heightened
geopolitical tensions, with oil fluctuating
within a wide band, whilst ‘naturals’ (i.e. palm
kernel oil and crude coconut oil derivatives)
increased substantially throughout the period.
Outcomes and impact of key decisions
We continue to benefit from a strategic,
centralised Group Purchasing function,
with cost-effective supply reliability a key
achievement. The Group also reaps the
rewards of the market-leading market
knowledge and insights that the Group
Purchasing team are able to provide to the
business regarding the complex commodities
markets that our industry is reliant on.
Why significant
A key objective of the Board is to create
value for shareholders and deliver long-term,
sustainable growth. By engaging with our
shareholders, we ensure confidence and
continued support from shareholders and
alignment of interests.
How we engage
We place considerable importance on
maintaining effective and balanced dialogue
with all shareholders to discuss the Company’s
strategy and other associated objectives. The
Chairman and Executive Directors proactively
engage with both existing and potential
shareholders. In addition, the Executive
Directors deliver formal presentations of
full-year and half-year results and attend
meetings with analysts, brokers and fund
managers to promote a better understanding
ofour business and our strategic plans.
The Board is kept informed of investors’ views
through the distribution and regular discussion
of analysts’ and brokers’ briefings and through
summaries of investor opinion feedback.
All Directors are available at the Annual General
Meeting (AGM), either in person or virtually, to
answer questions.
2025 highlights
During the year:
• We undertook our regular programme
of engagement with shareholders, which
included the financial reporting cycle
comprising full-year and half-year results,
trading statements and the AGM.
• Following engagement with shareholders,
the Board put forward resolutions at the
2024 AGM in respect of Directors’ authority
to allot shares in McBride with a reduced
authority to allot on both a non-pre-emptive
and pre-emptive basis of 5%.
• The Board received updates from the
Company’s brokers.
• Shareholder feedback was provided to the
Board by the Chairman, Chief Executive
Officer and Chief Financial Officer following
all meetings or conversations with
shareholders.
Outcomes and impact of key decisions
Shareholder views consistently inform our
strategic activities and the views of the
Group’s major shareholders continue to inform
the actions of the Board as it implements
its business strategy and Transformation
programme. These will play a key role in
supporting the long-term, sustainable growth
that will enable the Board to deliver value for
allof McBride’s stakeholders.
Our suppliers Our shareholders
Financial Statements Additional InformationGovernance ReportStrategic Report
25 McBride plc Annual Report and Accounts 2025
Our Stakeholders continued
Section 172(1) statement continued
Why significant
We acknowledge our responsibility to
actively engage with and support the
local communities where we live and
work, extending beyond merely providing
employment.
How we engage
McBride proactively supports and encourages
colleagues from all locations to unite in
supporting local initiatives, organising product
donations, raising funds for chosen charities
and volunteering for local organisations.
Examples are provided in the Sustainability
report under ‘Community and social vitality’
on pages 36 to 37.
2025 highlights
Each of our McBride sites continues to
support their local community through
specific efforts such as:
• the continued embedding this year of
the ‘McBride Gives’ volunteering scheme,
encouraging colleagues across all locations
to donate their time to local charities
aligned to our purpose;
• donating products to a range of local
organisations including schools, hospitals,
aid organisations, churches, shelters and
foundations in the countries in which we
operate;
• supporting the children of McBride
colleagues with educational grants;
• continuing to provide product donations
to charitable organisations, such as In Kind
Direct and Multibank, to support those in
need; and
• providing local employment opportunities.
More information on this can be found in
the Sustainability report under ‘Community
and social vitality’ on pages 36 to 37, which
highlights some of the charitable activities
over the last financial year.
Outcomes and impact of key decisions
Helping and supporting local communities
andimproving the living conditions in the
areas where we operate is a high priority of
our Group.
Our communities
Financial Statements Additional InformationGovernance ReportStrategic Report
26 McBride plc Annual Report and Accounts 2025
At McBride, we strive to embed long-term environmental, social and governance sustainability principles into every facet of our divisional
and overall business strategies. This report covers these three aspects ofsustainability.
Our sustainability initiatives are:
Operating
sustainably
Fit for the
future products
Responsible
sourcing
and supplier
engagement
These three initiatives will underpin our climate transition over the next five to ten years.
Sustainability
We are delighted to have
our climate targets validated
by the SBTi this year, which
has been the driver of our
strategic initiatives and the
identification of our key
enablers. 2025 has been
a pivotal year in terms of
progress towards our climate
targets and engagement with
our supply chain partners
and customers. We have also
invested additional resource
into Carbon Literacy® and
climate awareness for training
our colleagues.
Helen Herd
Group Head
of Sustainability
Our plans are aligned with the
Sustainable Development Goals
adopted by all United Nations
Member States in 2015 as part of
the 2030 Agenda for Sustainable
Development.
Our approach
Environmental sustainability principles
are reflected in all our divisional business
strategies, with our approach grounded by
athorough analysis of the most relevant and
significant sustainability issues within the
context of our operations. We acknowledge
that addressing climate change is critical to
our ongoing market relevance and viability.
We can make a difference through the
design of the products we produce, how
we operate and how we engage with our
colleagues, suppliers and customers.
Recognising the strategic importance, our
sustainability priorities are actively managed
by a cross-functional Sustainability
Committee, overseen directly by the CEO
and reporting to the Board. At the heart
of this Committee is the Group Head of
Sustainability, who is responsible for driving
the delivery of our science-based targets
for climate action and working in close
collaboration with our divisions, customers
and supply chain partners.
Our impact on the environment
56.9%
Renewable
energy
1.5%
Waste
to landfill
1,852.4
CO
2
e saving from operations
(tonnes) (11.6% decrease)
72.1%
PCR weight of our PET
packaging
Financial Statements Additional InformationGovernance ReportStrategic Report
27 McBride plc Annual Report and Accounts 2025
Sustainability continued
Measuring progress
In 2021, we first measured our corporate
carbon footprint with an external partner,
ClimatePartner®, to gain an understanding
of our Scope 1, 2 and 3 emissions. This is
measured externally following the GHG
protocol and includes all manufacturing
sites except Vietnam, which is excluded
based on materiality. The hotspots identified
in 2021 are still relevant today. These are
Scope 3 emissions from our purchased
goods, Scope 3 emissions from upstream
and downstream transport, and Scope 1
and 2 operational emissions resulting from
our energy mix and consumption. The
highest percentage of emissions are in
Scope 3, generated by our product portfolio
of packaging and chemicals items. The
largestpercentage of this footprint is our
chemical portfolio.
From 2024 to 2025, we achieved a 3.1%
reduction in our corporate carbon footprint
for Scope 1, 2 and 3 emissions. Scope 1
and 2 operational emissions have reduced
by a further 11.1% this year, and these
have reduced by 45.8% since 2021. This
continued improvement can be attributed
to the efforts of our site colleagues, who
have worked hard to improve our energy
efficiency through site-based activities and
closer monitoring of electricity usage and
waste in production.
For Scope 3 emissions, a 2.9% reduction
came from our purchased goods. This
reduction has been achieved through two
workstreams:
1. Measuring the impact of our products
to understand where the emission
hotspots are and redesigning the
products to reduce this impact. This
has been achieved through formulation
compaction and from moving more
products from plastic packaging into
lighter-weight alternatives, using more
recycled content and investing in
cardboard packaging solutions.
2. The emission reduction efforts of
oursuppliers.
The reduction of GHG emissions also
reflects the efforts of our operational
procurement and product development
colleagues in McBride, when considering
we have procured 1.2% more chemicals and
packaging items and sold 4.9% more goods
by weight this year.
The emissions intensity of purchased goods
reduced by 4.2% this year and by 11.9%
versus the 2021 baseline. The emissions
intensity of products sold decreased by
7.6% in the year, with a 10.5% reduction
since2021.
This is our final year of dual reporting of
old and new internal targets supporting
ourclimate transition.
(1) Scope 3 and total emissions data has been restated to reflect the latest changes in SBTi calculation methodology and most recent updates in emission factors.
(2) Supply chain emissions only. McBride is exempt from calculating emissions associated with the use of the product.
% change from
2021 to 2025
% change from
2024 to 2025 2025 2024
(1)
2021
(1)
Emissions
(tonnes CO
2
e)
Scope 1 4.6% (5.1)% 8,665 9,132 8,282
Scope 2 (67.5)% (18.3)% 6,231 7,630 19,190
Total Scope 1 and 2 (45.8)% (11.1)% 14,896 16,762 27,472
Scope 3 excluding usage
(2)
0.9% (2.9)% 1,058,379 1,090,438 1,049,164
Total all scopes not including usage (0.3)% (3.1)% 1,073,275 1,107,200 1,076,636
Intensity of
products purchased
Weight of products bought (tonnes) 13.1% 1.2% 461,012 455,767 407,614
Emissions intensity (tonnes CO
2
e per tonne purchased) – all scopes (11.9)% (4.2)% 2.33 2.43 2.64
Intensity of
products sold
Weight of products sold (tonnes) 11.4% 4.9% 957,101 912,323 859,448
Emissions intensity (tonnes CO
2
e per tonne sold) – all scopes (10.5)% (7.6)% 1.12 1.21 1.25
Our impact on the environment continued
Financial Statements Additional InformationGovernance ReportStrategic Report
28 McBride plc Annual Report and Accounts 2025
Measuring progress continued
2025 internal supporting targets – final reporting
The table below summarises our performance against the targets set in 2020. We have concluded the reporting of our performance versus the targets set in 2020and, going forward, we
will only report on our new science-based targets, with a continued focus on our operations, our products and our suppliers.
Operations
Target 2025 result Status Comments
15% improvement in eco-efficiency
(measured in output volume per
gigajoule of energy).
16.3%
ExceededOn trackIn progressNot met
Target exceeded. In future, each site will be allocated a
kWh/ tonne energy efficiency target aligned to our SBTi
Scope1 and 2 targets.
Procure a minimum of 30% of
energy used in our operations
from renewable sources.
56.9%
ExceededOn trackIn progressNot met
Target exceeded. Our ongoing target is to have 100% of our
electricity coming from renewable sources.
Zero waste to landfill.
1.5%
ExceededOn trackIn progressNot met
From 2021 to 2025, waste to landfill has been reduced by 67.8%.
The remaining waste generated is only 1.5% of our total waste
generated. Sites will continue to focus on reducing waste.
Product and design
Target 2025 result Status Comments
All paper and board sourced will
be FSC® compliant.
97.2%
ExceededOn trackIn progressNot met
Very close to target, we will continue to focus on the
remaining 2.8% of FSC® non-sourced within our divisions.
All our packaging will be 100%
fully recyclable, compostable or
re-usable.
99.5%
ExceededOn trackIn progressNot met
Very close to target. Going forward we will continue to focus
on recyclability of our products following the local recyclability
definitions for different countries.
On average, all our plastic
packaging will contain at least
50% recycled content.
28.9%
ExceededOn trackIn progressNot met
We will continue to work with our customers to drive more
total PCR into the market. For PET packaging, we have
reached a 72.1% PCR content in 2025.
We will exit all multi-layered
flexible packaging.
58.2%
ExceededOn trackIn progressNot met
Target not met. We will continue to collaborate with customers
to move more mixed plastic laminate to mono-material.
We will remove all REACH-defined
microplastics from our
formulations.
Achieved
ExceededOn trackIn progressNot met
We do not have any materials within our formula portfolio that
are considered microplastics under REACH.
Sustainability continued
Our impact on the environment continued
Financial Statements Additional InformationGovernance ReportStrategic Report
29 McBride plc Annual Report and Accounts 2025
Sustainability continued
(1) Total energy consumption for 2025 of 132.8 million kWh relates to 17.4 million kWh for the UK (13.1%) and 115.4million kWh for the Rest of the World (86.9%).
(2) Total emissions for energy in 2025 of 14,084 tonnes relates to 594 tonnes for the UK (4.2%) and 13,490 tonnes for the Rest of the World (95.8%).
(3) Scope 1 emissions reported here include emissions from operational consumption of gas and oil and exclude other direct emissions such as those from refrigerants and vehicle fleets.
Although production tonnes across our
operations increased by 3.4% in 2025, our
absolute energy consumption (in kWh)
decreased by 2.6%. During the year, energy
efficiency improvements have resulted in
us achieving 7.39 kg of product per kWh of
energy, compared with 6.96 kg of product
in 2024. The original target set in 2020 was
to achieve a 15% improvement in energy
efficiency by 2025.
We are pleased to report that, as of 2025,
energy efficiency has improved by 16.3%
versus the 2019 baseline.
In particular, there have been significant
improvements at our sites in Poland,
Spain and Belgium, with our site energy
champions continuing to share best
practices across all sites.
Most of our production sites are also
starting to see the benefits of investing
in software and sensors for monitoring
electricity consumption.
Our investment in renewable electricity
has continued in 2025 and, as a result,
ouroverall energy mix from renewable
sources has increased to 56.9% (2024:
54.9%), exceeding our 2025 target of 30%.
Increasing the proportion of electricity
consumed from renewable sources and
improving overall energy efficiency has
positively impacted our GHG emissions,
resulting in a reduction of 1,852.4 tonnes
ofCO
2
e this year, representing a decrease
of 11.6%.
0
20
40
60
80
100
120
140
160
2019 2020 2021 2022 2023 2024 2025
145.4
6.35
6.55
6.48
6.47
6.62
6.96
7.39
136.9
133.5
126.5
130.3
136.3
132.8
kWh (millions)
kg production per kWh
5.7
5.9
6.1
6.3
6.5
6.7
6.9
7.1
7.3
7.5
Oil Gas Electricity (non-green) Electricity (green) Efficiency
Total energy consumption
(1)
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
2019 2020 2021 2022 2023 2024 2025
39,370
30,781
8,589
22,400
7,615
19,170
7,642
14,199
7,141
10,510
7,415
7,824
8,112
6,201
7,883
30,015
26,812
21,340
17,925
15,936
14,084
23,470
29,879
32,287
38,347
48,215
59,537
69,649
CO
2
e tonnes
kg production per tonnes CO
2
e
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
Scope 1
(3)
Scope 2 CO
2
e efficiency
Net Scope 1 and 2 CO
2
e emissions (tonnes CO
2
e)
(2)
for energy consumption
Measuring progress
continued
Our impact on the environment continued
Financial Statements Additional InformationGovernance ReportStrategic Report
30 McBride plc Annual Report and Accounts 2025
Sustainability continued
New SBTi targets
In October 2024, McBride’s science-based
targets were validated by the SBTi,
requiring the Company to focus on its
operations, product development and
supply chain. As a result, we have a
new set of climate-related targets.
A summary of our current progress
in relation to these new targets is
shown in the following table.
Science-based targets
Target 2025 result Status Target year
Scope 1 and 2 emissions – 66.3%
reduction versus 2021.
45.8%
ExceededOn trackIn progressNot met
2033
Scope 3 emissions – 82.5% of our
suppliers by emissions, covering
goods and services, to have
science-based targets.
On track
ExceededOn trackIn progressNot met
2029
Target 2025 result Status Target year
Improvement in the Group’s
energy efficiency, with kWh per
tonne of production decreasing
from 153kWh/tonne in 2021 to
130kWh/tonne by 2033.
135.7
ExceededOn trackIn progressNot met
2033
100% of the electricity used in
our operations is from renewable
sources.
80.5%
ExceededOn trackIn progressNot met
2033
All polyethylene packaging for
the Group’s contact-sensitive
products must contain a minimum
of 10% PCR content.
0.8%
ExceededOn trackIn progressNot met
2030
All plastic packaging used by the
Group must contain a minimum of
35% PCR.
28.9%
ExceededOn trackIn progressNot met
2030
Additional targets
Our impact on the environment continued
Financial Statements Additional InformationGovernance ReportStrategic Report
31 McBride plc Annual Report and Accounts 2025
CO
2
e tonnes
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
26,812
19,170
7,642
14,199
7,141
10,510
7,415
7,824
8,112
6,201
7,883
21,340
17,925
15,936
14,084
0
5,000
10,000
15,000
20,000
25,000
30,000
Scope 2Scope 1 Reduction target
66.3%
reduction
In 2025, the site energy champions
established a practice group, meeting
monthly to share their learnings on energy
reduction initiatives. Eight of our production
sites now have software and sensors to
monitor electricity consumption, which
is now driving a range of activities and
yielding improvements in energy efficiency.
The charts on this page demonstrate our
performance against the new energy
efficiency and renewable electricity targets.
We are pleased to report a 5.4% reduction
in kWh per production tonne for 2025,
moving us closer to our 2033 target. During
the year, McBride has also increased the
proportion of electricity from renewable
sources, from 77.9% to 80.5%.
Both initiatives have supported the
science-based target to reduce Scope 1 and
2 emissions. In 2025, we saw a reduction
in our absolute Scope 1 and 2 emissions,
achievinga45.8% reduction since 2021, and
on track for the 2033 target.
For operations, each site will focus on their
2026 energy efficiency and renewable
electricity targets, and continue to share
best practice with other sites. Each capital
expenditure proposal will consider the
environmental impact within the business
case to help to prioritise projects that will
have a positive effect on helping McBride
achieve its sustainability targets.
Sustainability continued
Activities supporting sustainability actions
Operating sustainably
120
125
130
135
140
145
150
155
160
kWh per production tonne
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
153.0
154.4
149.9
143.5
135.7
130kWh/
production tonne
kWh per production tonne kWh per production tonne target
%
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
9.8
39.4
58.6
77.9
80.5
100%
renewable
electricity
0
10
20
30
40
50
60
70
80
90
100
Renewable electricity Target
Energy efficiency
Scope 1 and 2 operational emissions Renewable electricity
Financial Statements Additional InformationGovernance ReportStrategic Report
32 McBride plc Annual Report and Accounts 2025
Sustainability continued
Activities supporting sustainability actions continued
Fit for future
products
Responsible
sourcing
and supplier
engagement
This year we have focused on the
measurement of the carbon footprint
(CO
2
e)of the products we sell to our
customers. This has given clarity to our
product development teamson where
emissions are in different formulations
and finished products. We have measured
over 600 products this year, sharing the
learnings with our customers and drivinga
number of product compaction projects,
resulting in lower-carbon product offerings.
This has been aided by an increase in
primary data from our suppliers and
ongoing customer engagement.
As mentioned on page 29, in addition to
our new science-based targets, we have
set other product-related targets aimed at
increasing PCR content in polyethylene and
plastic packaging across the Group.
In 2025, the proportion of PCR in
contact-sensitive products using
polyethylene packaging was 0.8%,
versusthe 2030 target of 10%, and the
PCRcontent of our plastic packaging
portfolio was 28.9%, versus the 2030
targetof 35%.
The product development team will
continue to use new product carbon
footprint tools to support ongoing
development, and products will be
assessed, not only on cost and performance,
but also carbon impact. This will continue to
aid our teams to find sustainable solutions
with the right balance in carbon reduction
and maintaining a great cleaning solution.
During the last twelve months, we have
engaged with 90 of our top chemical and
packaging suppliers to understand their
carbon maturity. We gained clarity in 2025
as to which suppliers have established
climate targets, whether these are
SBTi-validated or science-aligned targets,
and also those suppliers which are in
the infancy of this journey. We have also
updated our Supplier Code of Conduct
and incorporated more sustainability
expectations into our Code. To ensure
that we can continue to use many of the
chemical and packaging items we use
today,we will need to buy them with a
lowercarbon footprint in the years ahead.
We are now moving into the second wave
of our supplier engagement programme
and focusing on the suppliers who have
yet to set targets and support them in their
journey in measuring and reporting their
Scope 1, 2 and 3 emissions.
The engineering team in Strzelce have
been leading the way in energy-saving
initiatives in 2025, having completed
the installation of LED lighting, both
internally and externally, and having
invested in software and sensors in order
to track 80% of the electricity used by
the site, highlighting opportunities for
reducing electricity consumption. The
software enabled a range of engineering
opportunities to reduce energy usage.
Furthermore, capital investment
in the past two financial years has
resulted in the site replacing old,
energy-inefficient machinery with
newer, energy-efficient alternatives.
The actions above have led to
a year-on-year improvement of
16.5% in site energy efficiency.
Case study
Strzelce, Poland – energy reduction activities in 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
33 McBride plc Annual Report and Accounts 2025
Over the past year, we have continued to
place people at the heart of everything
we do, championing diversity, equity and
inclusion, and fostering a culture of health,
safety and wellbeing. We have invested
in future-ready skills, reflecting our deep
commitment to being a responsible
employer and a trusted community partner.
Together, we are building a workplace and
communities where everyone can thrive.
In this section, you will find highlights from
across our locations, showcasing the impact
of our initiatives throughout the year.
Inclusion, belonging and fairness
We are committed to fostering a workplace
where every colleague feels valued,
respected and empowered to thrive. In
2025, we created our inclusion, belonging
and fairness strategy, a refreshed and
intentional framework that builds on our
previous DEI efforts. This strategy reflects
our ambition to embed inclusive practices
into the everyday experiences of all
colleagues, across all roles, locations and
levels of the organisation.
Our journey began with listening, with
our internal DEI survey achieving a 76%
response rate. The insights gathered
highlighted both our progress and the areas
where we must do more to ensure everyone
feels heard, supported and included. In
partnership with Global Diversity Practice,
we conducted executive interviews,
leadership workshops and country action
planning sessions to translate feedback into
meaningful, locally relevant strategies.
Each of our locations have developed
tailored action plans grounded in three
strategic pillars:
• Belonging – creating environments where
colleagues feel welcomed and connected.
• Inclusive Behaviours – embedding
inclusive mindsets and actions into daily
interactions.
• Fair Talent Practices – ensuring equitable
access to opportunities, development
and recognition.
This bottom-up approach ensures that our
inclusion, belonging and fairness strategy
is not only aligned with our values but also
shaped by the voices of our people. As we
move into the next financial year, we remain
committed to progressing these actions and
making McBride a truly inclusive and great
place to work.
We continue to report our gender pay
gap statistics annually, both on the
UK’s government website and on our
corporatewebsite.
As of 30 June 2025, female representation
on both the Board and Executive
Committee stood at 33.3%. Our goals for
Board diversity can be found on page 72.
Health, safety and wellbeing
At McBride, we take health, safety and
wellbeing seriously. Our Group Health and
Safety Lead reports directly to the CEO,
underscoring our commitment. Dedicated
health and safety professionals at local
site levels across all countries ensure the
delivery of Group policies and standards.
They also implement initiatives, processes
and procedures, fostering a culture of safety
and accident prevention.
In 2025, we once again ensured zero
work-related fatalities and our overall
lost time incidents (LTI) frequency
rate decreased for the second year in
succession, from 0.75 to 0.48. We also
achieved a 14%reduction in ‘All Injuries’
against a target of 10%.
To assess our performance, we use a mix
of lagging and leading indicators. Lagging
indicators are reactive and examine past
performance e.g. LTIs, whereas leading
indicators are more proactive and influence
future performance. As such, we have
continued to embed and develop a number
of leading indicator tools throughout
the Group to adopt a more proactive
culture e.g. near miss reporting, training
compliance, quick risk predictions, dynamic
risk assessments, corrective actions, risk
assessments, behavioural observation
system and safety observational walks.
Our zero loss journey maps, developed
from a comprehensive Health, Safety and
Environment gap analysis in 2023, remained
a key focus area in 2025 to guide the
continual improvement of our health and
safety management systems. These maps
include a five-year overview plan, an annual
master plan and a quarterly priority plan,
ensuring site teams have clear strategies
and priority objectives for continuous
improvement. This has included the review
and standardisation of 14 Group policies
and standards that covered key elements
of health and safety and the revision of
our governance framework to ensure our
goals were achievable and that we had a
structure in place to meet future demands
and expectations.
We continued our partnership with a
major external company during 2025 to
follow up on actions identified in our 2024
organisational culture survey. The survey
explored individual and group values,
attitudes, perceptions, competencies and
behavioural patterns related to health and
safety management.
Sustainability continued
Our people and communities
(1) Includes senior female leaders that report directly to the Executive Committee.
(2) Includes employees, third-party contractors and agency workers.
As at 30 June 2025
33.3%
(2/6)
Female Directors
31.9%
(15/47)
Female senior leaders
(1)
33.3%
(2/6)
Female Executive
Committee members
36.8%
(1,350/3,664)
Female total
global workforce
(2)
Financial Statements Additional InformationGovernance ReportStrategic Report
34 McBride plc Annual Report and Accounts 2025
Sustainability continued
Future-focused talent initiatives
To further support skills for the future,
welaunched several strategic initiatives:
• digital coaching and external coaching
for senior leaders;
• a centralised Learning Academy portal
to streamline access to development
opportunities;
• enhanced performance and talent
processes, including refreshed individual
development plans and manager training;
and
• Grow Your Career sessions attended by
over 400 colleagues, offering practical
guidance on development tools and
career planning.
Looking ahead
In 2026, we will continue to build on
this momentum, with the launch of a
new learning pathway for line managers,
self-paced onboarding for blue-collar
colleagues and much more, nurturing talent,
fostering inclusion and preparing our people
for future challenges and opportunities.
Employment and wealth generation
We are pleased to report a notable
improvement in our staff turnover rate this
year, which has decreased to c.3%, down from
c.5% last year. This reduction reflects our
continued focus on employee engagement,
retention strategies and fostering a
supportive workplace culture. Maintaining
astable and committed workforce remains
a key priority, and this year’s figures are a
positive indicator of ourprogress.
We have maintained close collaboration with
the European Works Council over the past
year. Strengthening this partnership continues
to be central to our approach, ensuring that
employee voices are heard and valued
across all countries in which we operate.
Skills for the future
We recognise that building a future-ready
workforce is essential to our long-term
success and sustainability. In 2025, we
significantly expanded our investment
in learning and development to equip
colleagues with the skills, mindsets and
tools needed to thrive in a rapidly evolving
world of work.
Empowering growth through learning
Our flagship ‘Let’s Grow’ development
programmes continued to deliver impact
across the Group, with:
• 4,379 training hours delivered, up from
2,153 hours in 2024;
• 172 colleagues participating across
seven cohorts in our ‘Investing in Me’
and ‘Learning 2 Lead’ programmes, and
one cohort in our ‘Leading with IMPACT’
programme; and
• multilingual delivery across English,
French, Danish, Dutch and Catalan,
ensuring accessibility and inclusion.
Digital learning for all
We expanded access to self-paced learning,
including:
• over 1,000 bite-sized GoodHabitz
courses;
• mandatory training on compliance
andAIpractices;
• the launch of GoodScan, a
self-assessment tool available in all
languages to help colleagues identify
growth opportunities and personalised
learning paths; and
• a new learning pathway designed to
build core capabilities and support
continuous professional development.
This year, we also continued to invest
in the development of our people to
ensure a safe, healthy and compliant
working environment. At our
eper site
in Belgium, several colleagues achieved
nationally-recognised qualifications that
strengthen our capabilities in environmental
stewardship and workplace safety.
We launched a Summer Safety campaign
to address seasonal risks such as heat
exposure, reduced staffing and increased
temporary labour. The campaign
encouraged all colleagues to follow the
STOP, THINK, ACT approach before
startingwork, with a focus on hazard
awareness, hydration and supervision
ofseasonal workers.
Site leaders were encouraged to increase
shop floor visibility and reinforce safe
behaviours through coaching and safety
walks. Practical measures included
providing cold water, shaded rest areas,
and rotating job duties in high-heat
environments.
In addition, our Executive Committee
and Senior Leadership Team participated
in a dedicated workshop focusing on
the Power of Executives in Leading
with Safety. DEKRA, a global leader
in health and safety since 1925,
provided insights into how leadership
behaviours influence safety culture and
performance. The session explored how
senior leaders can shape organisational
culture through decision-making,
visibility and behavioural modelling.
These collective efforts reflect our ongoing
commitment to building internal expertise
and ensuring that health, safety and
wellbeing remain central to our operations.
Health, safety and wellbeing continued
We held a series of health and safety
workshops focused on leaders as a
strategic first step in this process to
enhance engagement and foster a culture
of responsibility, accountability and
compliance. The workshops encouraged
everyone, from executives to frontline
supervisors, to lead by example and take
ownership of safety and health outcomes
to reduce the risk of injuries and uphold our
health and safety vision statement: ‘Working
together to ensure everyone returns home
healthy and safe every day’.
The health, safety and wellbeing of our
colleagues remains a top priority. In 2025,
wetook significant steps to enhance
support across all our sites, guided by
insights from our Employee Voice health
and wellbeing survey, which achieved a 77%
participation rate. This feedback informed
targeted initiatives that address both
physical and mental wellbeing.
We launched site-specific campaigns,
such as Wellbeing Week at our Sallent
site in Spain, which included hydration
challenges, emotional wellbeing training and
team-based physical activities. In Poland,
our Strzelce site introduced a hydration
awareness campaign following research
showing that over 70% of colleagues were
not drinking enough fluids during shifts. In
Italy, colleagues participated in the Pigiama
Run charity walk, promoting fitness and
community engagement.
We promoted our ‘McBride Cares’ Employee
Assistance Programme, which offers
confidential round-the-clock support for
colleagues and their families. Additionally,
we offered self-paced wellbeing courses,
covering topics such as mindfulness,
emotional regulation and rest.
Our people and communities continued
Financial Statements Additional InformationGovernance ReportStrategic Report
35 McBride plc Annual Report and Accounts 2025
Sustainability continued
Belgium – Sustainability and social
responsibility in action
eperfest contribution
We supported the 31st edition of eperfest
by donating 300 empty bottles to promote
sustainable practices.
Community donations
Surplus Easter chocolates were donated to
De Lovie, cleaning products to VTI technical
school, and expired medical supplies to a
local animal shelter. Additional donations of
bottles and caps supported environmental
and accessibility initiatives in
eper.
Youth engagement
– YOUCA action day
On 17 October 2024, we welcomed two
students as part of YOUCA Action Day,
offering hands-on experience while
supporting global youth development
projects.
Family days at eper site
Over 150 visitors attended guided tours of
our eper facility in March 2025, gaining
insight into our operations and celebrating
the contributions of our teams.
Denmark – Connecting with
communities and supporting inclusion
Career fairs and outreach
Our Denmark team engaged with students
and job seekers at career fairs across Struer,
Silkeborg, Aarhus and Holstebro, providing
information and access to employment
opportunities.
Open factory days
Our Holstebro site hosted an Open Factory
Day for employees and their families,
featuring guided tours and interactive
activities.
Support for Skovlund daycare facility
We sponsored prizes for a community
lottery at Skovlund, a sheltered workshop
and social centre for individuals with
disabilities.
Poland – Inspiring the next generation
and promoting wellbeing
Engineering job fair
In March 2025, we participated in the
31st edition of the Engineering Job and
Entrepreneurship Fair at the Silesian
University of Technology. The event
provided a platform to engage with future
engineering talent and promote career
opportunities within the Group.
Children’s safety poster competition
As part of our ‘I Care for Safety’ initiative,
our Strzelce site hosted a poster
competition for children, with the winning
entry reflecting a strong interest in
chemistry.
Hydration awareness campaign
To promote employee wellbeing, our
Strzelce site launched a hydration campaign
featuring educational sessions, hydration
testing and the distribution of electrolyte
supplements to production teams.
Community and social vitality
At McBride, we recognise that our role
extends beyond commercial success
to include meaningful contributions to
the communities in which we operate.
Throughout 2025, our teams across
Europehave actively engaged in initiatives
that promote wellbeing, inclusion,
educationand environmental stewardship.
These efforts reflect not only our values
but also our belief that every action, big
orsmall, can help drive positive change.
Italy – Walking together
In September 2024, colleagues from our
site in Bagnatica participated in the Pigiama
Run in Bergamo, a nationwide charity walk
held under the patronage of LILT across 40
Italian cities. The event aimed to raise funds
for children affected by cancer and support
local institutions including the Angelo
Custode Foundation and Casa Amoris
Laetitia. With over 2,000 participants
walking through the city in pyjamas, our
participation not only contributed to
fundraising efforts but also strengthened
community bonds and awareness.
Our people and communities continued
Financial Statements Additional InformationGovernance ReportStrategic Report
36 McBride plc Annual Report and Accounts 2025
Sustainability continued
Italy
At our Bagnatica site, the spirit of giving is
brought to life through a partnership with
Fondazione Opera Bonomelli, a remarkable
local charity established in November 2024.
The foundation supports individuals facing
difficult circumstances such as job loss,
homelessness, addiction or mental health
challenges. By helping people to rediscover
their strengths and rebuild their lives, the
organisation fosters a sense of belonging
and community. Its approach centres on
recognising each person’s unique potential
and encouraging others to offer support
and inclusion.
Over the course of a week, seven colleagues
from our Bagnatica team volunteered
with the charity, two of whom found the
experience so rewarding they’ve continued
volunteering regularly.
The experience left a deep impression on
our colleagues, as shown in their heartfelt
words:
• “Everything felt relaxed and informal.
People came by for a coffee or stayed
longer. It was warm, welcoming and
trulyhuman.”
• “It was eye-opening and enriching. It
made me think deeply about what daily
life is like for those who rely on a place
like Bonomelli.”
• “Many guests are facing trauma, mental
health struggles or difficult moments.
Isaw a powerful drive to rebuild
– a strength I didn’t expect. I’m truly
grateful for the chance to be part of it.”
• “At the end of the day, one guest quietly
said, ‘Thank you so much.’ That simple
gesture filled me with gratitude.”
McBride volunteering scheme
–‘McBride Gives’
As part of our ongoing commitment
to social responsibility and community
engagement, the Group-wide volunteering
initiative, McBride Gives, has continued to
be embedded across all locations this year.
This programme offers every colleague one
fully paid day per year to volunteer with a
selected local charity.
The initiative focuses on supporting
organisations that address poverty and
provide essential living resources, closely
aligning with our purpose of offering
affordable cleaning products for all. By
empowering our colleagues to give their
time, we are not only reinforcing our values
but also fostering a culture of compassion,
engagement and shared purpose across
ourbusiness.
Factory visits
McBride Sallent hosted visits from special
employment centres and local secondary
schools, offering educational tours and
insights into industrial processes.
St. George’s Day: a tradition
ofsolidarity
In April 2025, we celebrated St. George’s
Day, a cherished Catalan tradition where
books and roses are exchanged as symbols
of love and culture. At our Sallent site,
each employee received a solidarity rose,
purchased from a special employment
centre, reinforcing our support for inclusive
employment and local initiatives.
Let’s Clean Up Sallent Week
As part of a broader European initiative,
McBride participated in ‘Let’s Clean Up
Sallent Week’, aimed at restoring public
spaces and natural paths. Employees
volunteered alongside individuals from
vulnerable communities to help clean and
revitalise areas in and around the town. This
initiative reflects our ongoing commitment
to environmental stewardship and social
responsibility.
Community and social vitality
continued
UK – Inspiring the next generation
As part of our community engagement
efforts, one of our colleagues visited a
local Polish Saturday school to introduce
students to career pathways and the
role of HR. The session included a video
tour of our Polish factory and interactive
activities with safety gear. The visit fostered
interest in manufacturing and safety while
strengthening ties with the local community.
Spain – Promoting inclusion through
community engagement
Transéquia 2025
In preparation for the annual Transéquia
event on 16 March, McBride encouraged
employees to train together through
walking, running or cycling. The initiative
promoted physical activity and team
spirit, with McBride providing T-shirts
andcovering registration fees.
Our people and communities continued
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37 McBride plc Annual Report and Accounts 2025
Sustainability continued
• Arc en Ciel, established in 2024,
co-ordinates multiple annual collections
of food, school supplies and toys
for children from disadvantaged
backgrounds. Our colleagues
enthusiastically participate by sorting
donations and preparing tailored parcels
for each child. We have also contributed
to their Homework Help initiative,
working alongside local schools to assist
children with their studies and provide
engaging weekly activities.
• Banque Alimentaire du Hainaut,
established in 2025, redistributes surplus
food via approved charities to individuals
facing economic hardship. With facilities
in Mouscron and Froyennes near Tournai,
the food bank plays a crucial role,
especially early in the week and during
school holidays when volunteer support
is most needed.
So far, 14 colleagues have volunteered, with
more opportunities for colleagues to get
involved this coming financial year.
Spain
Our site in Sallent began collaborating with
the Fundacio Ampans Partnership in May
2025, with 13 colleagues volunteering at this
organisation to date. The organisation aims
to address poverty, supporting individuals
with intellectual disabilities and those in
vulnerable situations, many of whom face
economic hardship and social exclusion.
• Banque Alimentaire Luxembourg is an
organisation that co-ordinates food
distribution efforts across the Grand
Duchy. The organisation is part of a
national network working closely with
public authorities and partners to combat
food insecurity and reduce food waste.
Through their involvement in these
initiatives, our team in Luxembourg aims
to support the power of collective action
and the importance of giving back to the
communities in which we live and work.
Belgium
Across our sites in Belgium, we have
commenced a partnership with three local
charities over the last financial year:
• Auxilia provides one-on-one
educationalsupport for children,
youngpeople and adults. They
focus onempowering individuals in
challengingcircumstances by building
motivation and self-confidence.
Collaborative impact means that
volunteers work closely with schools,
facilities and community partners to
helplearners unlock their potential.
Poland
At the heart of Opole lies a sanctuary where
kindness knows no bounds – Dom Nadziei,
the House of Hope. Run by a dedicated
group of volunteers and clergy, this haven
provides warm meals, clean clothing
and bathing facilities to those in need,
offered always with dignity, respect and
awelcoming spirit.
In a recent initiative, 21 colleagues from
our Strzelce site dedicated their time.
Theirimpact was heartfelt and far-reaching.
Looking ahead, the site plans to increase
its support by volunteering twice a week
in December, just in time to spread warmth
and kindness during the festive season.
Luxembourg
Our team in Foetz have recently partnered
with two local organisations:
• Spendchen is a local charity that collects
and redistributes reuseable goods to
those in need. The charity plays a vital
role in meeting the urgent clothing
needs of individuals and families living
in poverty, ensuring that no usable item
goes to waste.
McBride volunteering scheme
–‘McBride Gives’
continued
UK
The UK team selected to support Mustard
Tree, a charity dedicated to fighting poverty
and working to prevent homelessness
across Greater Manchester.
Mustard Tree opens doors for individuals
and communities to thrive through
hands-on support, life skills development
and connections to employment. Their wide
range of services includes food, furniture,
clothing, education, training, one-to-one
support, work placements, advocacy and
creative clubs and classes.
Since the initiative launched in the final quarter
of the financial year, 19 colleagues have
volunteered their time and energy, making
atangible difference in the lives of others.
While we celebrate this incredible effort,
our UK team is eager to build even stronger
momentum around volunteering. The goal
is to inspire wider participation across
the UK, not only to benefit the charities
we support, but to highlight the personal
growth and team spirit volunteering offers
our colleagues.
Our people and communities continued
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38 McBride plc Annual Report and Accounts 2025
Sustainability continued
We raise awareness about the importance
of data protection and cyber security with
our colleagues through training.
Risk and opportunity oversight
We are focused on continuous improvement
to develop and enhance our control
mechanisms to manage risks and maximise
financial returns for our stakeholders. There
is active engagement with management
and leadership teams to identify and assess
risks related to our strategies and business
models. The experience of management
and leadership teams helps to anticipate
emerging and interrelated risks, in addition
to facilitating effective risk control and
mitigation mechanisms.
The Board is responsible for overseeing
and monitoring the management of
risks and opportunities. Our governance
framework of committees and advisory
forums provides updates and information
tothe Board to ensure it can make informed
decisions. Details on the responsibilities of
the Board and its Committees are set out
in the schedule of matters reserved for the
Board and Committee Terms of Reference,
which are available on our website.
Our risk management framework and
oversight of risk is set out in the Audit and
Risk Committee Report on pages 77 to 79
and in the Principal Risks and Uncertainties
section on pages 53 to 57. This is our
fourth year of reporting our climate-related
financial disclosures. Governance around
climate-related risks and opportunities can
be found on pages 40 to 41.
Any reports received are evaluated by a
representative from the Legal function to
determine the appropriate action to address
the issues raised.
If warranted, an investigation is undertaken
to determine the validity of the issue
reported and to identify appropriate action
to address it.
Cyber security and data protection
With the advancement and widespread
use of information and communication
technologies, comes an increased cyber
security threat. We regularly assess our
corporate readiness against external
cyber attacks and insider threats, and we
implement Company-wide measures to
protect data and preserve data privacy.
In addition to complying with applicable
data protection laws and regulations, we
also implement cyber security and data
protection measures to safeguard our assets
and to protect our stakeholders’ data.
Our policies and procedures focus on
protecting our data from unauthorised
disclosures, use or access. This includes
monitoring mechanisms to prevent
unauthorised intrusion into our network
and identify vulnerabilities against potential
cyber attacks. These risk-based cyber
security measures help to ensure the
integrity, confidentiality and availability
of our data. Regardless of where the data
resides, we apply appropriate safeguards
to ensure a sustainable and robust
corporate environment in the interest of
our stakeholders. Compliance with our
IT policies is required of anyone who has
access to our networks.
Ethical behaviour
We are committed to conducting business
with integrity and high standards of
business ethics. Our Code of Ethics and
Business Conduct, which was introduced
this year in place of the Business Ethics
Policy and can be found on our website,
is a guide for our employees to promote
the right behaviours and to help them
make the right decisions. McBride’s Code
of Ethics and Business Conduct is updated
and reviewed by the Board annually. It is
promoted to all employees through internal
communication channels and is highlighted
to suppliers.
To ensure a constant minimum standard
across the workforce on good business
ethics, McBride has rolled out mandatory
ethics and compliance training modules
to all its colleagues in management and
administrative roles. This includes modules
on anti-bribery and corruption, conflicts of
interest, data protection and whistleblowing.
Whilst McBride aims to reinforce a healthy
culture at all levels of the organisation, it
knows that sometimes things go wrong.
McBride has an independent whistleblowing
channel, as well as local internal channels,
which employees can use to speak up
against possible malpractice or wrongdoing
by any employee, supplier, customer,
competitor or contractor. The independent
whistleblowing reporting line is designed
to give colleagues and others a way,
anonymously (if desired) and confidentially,
without fear of detriment or retribution, to
report suspected violations of our standards
of conduct, policies, laws or regulations.
Thereporting line is available in all
languages commonly used in our business.
How we conduct ourselves
We believe robust corporate governance
fosters sound and responsible decision
making and strengthens accountability,
transparency and fairness. As a public
company, we consider that our governance
processes are already well established.
However, we recognise these processes
need to be maintained and regularly
reviewed to ensure we continue to govern
our activities with financial integrity and
inaccordance with best practice.
Governance body quality
Our guide to how we have complied with
each principle in the Code is set out on
page 61. Our metrics on tenure, gender,
nationality and Board members’ relevant
experience are set out on page 64. Our
metrics on Board activity and attendance
atBoard and Committee meetings are set
out on pages 63, 66, 67, 68, 73 and 97.
Stakeholder engagement
How we engage with our stakeholders
is set out in our section 172(1) statement
on pages 23 to 26 and in our Corporate
Governance Statement on pages 62 to
67. Both the quality and frequency of our
engagement with our key stakeholders are
reviewed regularly by the Board. We are
open and transparent in all our dealings
with our stakeholders, which we consider
as fundamental to our way of working.
Monitored via our framework of key
indicators and metrics, we strive to improve
our customer experience, our impact on our
communities, including our environmental
and social impact, and the quality of
engagement with all stakeholders.
Governance
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39 McBride plc Annual Report and Accounts 2025
McBride has structured its climate
disclosures according to the
recommendations set out by the Task
Force on Climate-Related Financial
Disclosures (TCFD), in order to
improve reporting of climate-related
risks and opportunities (CROs) and
support shareholders in making
more informed long-term investment
decisions.
According to the Financial Conduct
Authority Listing Rule LR 9.8.6 R(8),
reporting is on a ‘comply or explain’
basis.
For the second consecutive year,
McBride is reporting in line with the
full set of TCFD recommendations and
disclosures.
The Group has continued to assess
the most relevant transition and
physical climate risks over the
course of this year. This has helped
focus activity to create the greatest
impact and capitalise on potential
opportunities. The Group has also
considered the TCFD’s All Sector
Guidance in determining the
consistency statement above.
McBride will continue to work
on the maturity of climate risk
assessment in 2026 as required by
emerging regulatory and reporting
considerations, which are expected to
evolve over the next one to two years.
Governance
TCFD governance structure
Oversight of climate issues
The Board
• Is responsible for overseeing and
monitoring the management of CROs
and how McBride adapts its strategy to
reflect these.
• Maintains knowledge and understanding
of current and emerging legislative and
regulatory developments pertaining to
climate-related matters.
• Provides strategic guidance in respect of
McBride’s Sustainability programme.
• Endorses and reviews actions to
address climate-related matters and
climate-related reporting.
Nomination Committee
• Ensures the Board possesses the correct
depth and balance of capabilities,
including the ability to assess the impact
of climate change through ongoing
briefing sessions during the course of
theyear.
• Ensures Board appointments support
McBride’s long-term position, including
with regard to climate issues.
Audit and Risk Committee
• Monitors climate-related risks and
associated key risk indicators (KRIs) on
an ongoing basis, as part of reports on
principal Group-wide risks presented to
itby the Risk Council.
• Appraises the integrity of McBride’s
climate-related financial reporting.
• Assesses the process used to develop
McBride’s TCFD-aligned disclosures.
Remuneration Committee
• Supports the future implementation
of Board-approved policy on
CROs, including climate factors
and sustainability goals within
performance-related pay for Executive
Directors and senior management. See
further details in the Remuneration
Committee Report on pages 80 to 99.
Executive Committee
• Is responsible for the implementation
of strategy and the management of
financial risks, including those of meeting
the Group’s climate-related goals.
This is done through the operational
management of McBride’s divisions and
monitoring of performance in line with
agreed plans.
• Receives information periodically from
the Risk Council and Sustainability
Committee on progress towards the
Group’s climate goals. This is done by
reviewing regular reports by the Risk
Council on climate-related risks and
associated KRIs, and taking appropriate
actions, as necessary.
Climate-Related Financial Disclosures
McBride Board
CEO Nomination Committee Audit and Risk Committee Remuneration Committee
Executive Committee
(1)
Sustainability Committee
(1)
TCFD Working Group
Decision making
Advisory
Reporting line
Exchange of
information and
insights
(1) The Executive Committee and Sustainability Committee, both led by the CEO, provide advice and input to
the TCFD Working Group during the preparation of the TCFD disclosures.
Risk Council
Financial Statements Additional InformationGovernance ReportStrategic Report
40 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Strategy
Overview of scenario analysis
The distinctive nature of climate risks poses
a challenge for standard risk assessment.
This is because there is a high degree
of certainty that some combination of
climate risks will materialise, but the exact
outcomes are dependent on short-term
actions and are therefore still unclear.
Scenario analysis provides a flexible ‘what
if’ framework that enables the exploration
of potential economic outcomes and
financial risks under a range of different
future pathways. As such, qualitative
scenario analysis was used to assess
McBride’s strategy against two contrasting
climate scenarios: a +1.5°C low carbon
world scenario and a +4°C hot house world
scenario, in keeping with prior years.
Since 2022, McBride has worked closely
with expert external advisers to address
its CROs. In 2022, physical and transition
CROs were identified and assessed via a
workshop with a cross-section of internal
stakeholders. Theidentified risks were
rated in the context of McBride’s Enterprise
Risk Management (ERM) framework.
Based on the findings, further detailed
work was undertaken in 2023 to quantify
six transition CROs which were perceived
as posing more immediate short and
medium-term risk. During 2024, McBride
strengthened ongoing efforts to improve
the quality and maturity of climate risk
assessment and disclosure, with the
objective of improving alignment with the
TCFD and other related emerging regional
disclosure frameworks and standards (e.g.
IFRS S2). In 2025, a comprehensive top-
up review was performed to ensure the
CROs remain current and relevant in light
of evolving climate impacts and regulatory
developments.
Specifically, we have:
• reviewed CROs assessed previously
to ensure they remain relevant and
appropriately rated given evolving
market conditions and regulatory
developments;
• analysed residual risk for key transition
CROs, assuming a low carbon world
(1.5°C) scenario, reviewing underlying
assumptions including carbon pricing
forecasts, regulatory timelines and
market dynamics, whilst maintaining the
existing quantification framework; and
• conducted planned three-year physical
risk assessment, expanding physical risk
assessment and quantification across the
Group’s mainland European operations
using the International Panel on Climate
Change’s (IPCC) scenarios, building on
the assessment oftwo facilities in 2024
to provide site-level analysis of heat
stress and water stress vulnerabilities and
mitigation effectiveness for nine facilities
in total.
Selection of climate scenarios
Scenarios were constructed by referencing a
collection of published scenarios developed
by widely used sources, including the IPCC,
International Energy Agency (IEA) and the
Network for Greening the Financial System
(NGFS). These sources are referenced in
the table on page 42. The assumptions
underpinning each of these scenarios, such
as greenhouse gas emissions pathways,
energy demand and policy responses, are
detailed further on pages 59 and 60 of the
2022 Annual Report, supplementing the
TCFD disclosures for 2025. In 2025, due to
the UK Sustainability Reporting Standards
(SRS) consultation and possible adoption,
no formal review of climate scenarios was
conducted. An update of climate scenarios
will be done once UK SRS requirements are
finalised, ensuring scenarios align with these
new requirements.
TCFD Working Group
• Is responsible for identifying and
considering CROs and their impact as
they pertain to the organisation.
• Evaluates the resulting implications of,
and responses to, key CROs, ensuring
valuable input from stakeholders is
incorporated into the process.
• Collaborates with the Sustainability
Committee to ensure that the roadmap
of emissions reduction opportunities is
aligned with the TCFD recommendations.
• Reports to the Risk Council, operating
on a collaborative basis with members
from various divisions and departments,
playing a pivotal role in shaping
climate-related financial disclosures.
• Actively monitors and tracks the progress
made towards climate-related targets,
ensuring a comprehensive approach to
address climate-related concerns.
External advice
McBride continues to engage expert
external advisers to supplement the
capabilities within the Company, assist in
establishing reporting frameworks for Scope
1, 2 and 3 emissions, and aid in the process
of setting and monitoring science-based
targets for Scope 1, 2 and 3 emissions.
External expertise has also been employed
in the detailed analysis of physical
CROs associated with the transition to a
decarbonised economy, and the potential
impact of specific physical risks to the
McBride estate. Further details can be found
on pages 41 to 46.
Governance continued
Oversight of climate issues continued
Sustainability Committee
• Is responsible for the Group’s overall
Sustainability programme, with each
Committee member responsible
for monitoring key sustainability
developments and implementing actions
within their own business area.
• Continues to develop, review
and monitor progress against
Board-approved science-based targets
and a focused roadmap of emissions
reduction opportunities.
• Provides oversight to the Executive
Committee on sustainability matters,
through a broad multi-functional
Committee led by the Group Head of
Sustainability, collaborating with subject
matter experts within McBride, as
appropriate.
Risk Council
• Is responsible for review and oversight
ofthe underlying activities, processes,
risks and impacts surrounding our
climate-related financial disclosures.
• Reports to the Audit and Risk Committee
on McBride’s principal risks, including
CROs, and on the performance of
the TCFD Working Group, including
progress against the TCFD disclosure
requirements.
• Provides updates to the Executive
Committee and the Audit and Risk
Committee on key climate-related
riskson at least a twice-yearly basis.
Financial Statements Additional InformationGovernance ReportStrategic Report
41 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Strategy continued
Selection of climate scenarios continued
(1) Technical Summary, IPCC, 2018.
(2) World Energy Outlook 2021, IEA, 2021.
(3) NGFS Climate Scenarios, NGFS, 2021.
(4) The roads ahead: Narratives for shared
socioeconomic pathways describing world futures
in the 21st century, O’Neill, B et al, 2015.
Climate
scenario
Temperature
riseby 2100
Policy
action Informed by
Low carbon
world scenario
Not likely to
exceed +1.5°C
by2100
Aggressive
mitigationto bring
about a reduction
inemissions
RCP 1.9
(1)
IEA NZ2050
(2)
NGFS NZ2050
(3)
SSP1
(4)
Hot house
world scenario
Likely to exceed
+4°C by 2100
Minimal policy
action taken
RCP 8.5
(1)
SSP5
(4)
Climate risks and opportunities
In 2025, a comprehensive review of the
CROs identified as relevant in 2024 was
conducted to refresh the understanding
of risk exposure and assess any emerging
risks. The physical risk assessment was also
expanded to additional mainland European
operations.
CROs are assessed over short-term (before
2027), medium-term (2027 to 2040) and
long-term (post-2040) time horizons.
Theshort-term time horizon was considered
as the mid-point of time horizons used
for business planning purposes, with the
medium-term time horizon encompassing
timelines for sustainability targets (including
SBTi). The long-term time horizon was
selected based on the longer-term
timeframes involved with physical risks.
As part of the assessment, a structured
scenario analysis methodology was
employed to evaluate the likelihood of
each risk impacting McBride, the size of
the potential impact, and the most likely
time horizon of impact, incorporating
quantitative and qualitative data.
Quantification of selected transition risks
performed in 2024 was not re-performed
this year. However, the impact assumptions
were reviewed for continued relevance
and outputs of the quantification informed
impact assessments. The financial impacts
of the selected risks can be found in the
2024 climate-related financial disclosures.
The key results from this exercise are:
• all transition CROs identified in 2024
continue to be assessed as applicable to
McBride’s operations and/or supply chain
in 2025, with updated likelihood and
timeframe assessments based on recent
market and regulatory developments;
• a new cost of energy risk was assessed
in 2025, driven by potential energy
price volatility during the transition to
renewable sources; and
• the four physical risks assessed in
2024 remain applicable, with updated
assessments reflecting expanded
site-level analysis across the Group’s
mainland European operations.
These changes resulted in 15 CROs
considered relevant for 2025 which are
summarised in the chart opposite.
Rare Unlikely Possible Likely
Almost
certain
Insignificant Minor Moderate Major Catastrophic
Transition risks
1
Pricing of GHG emissions
2
Climate-related litigation
3
Mandates and regulation
4
Increased cost of raw materials
5
Change in consumer demands
6
Investment and finance risk
7
Substitution of existing tech to
lower emissionoptions
8
Emissions offset
9
Cost of energy
Transition opportunities
10
Development of new products or services
through R&D and innovation
11
Use of more efficient production and
distribution processes
Physical risks
12
Heat stress
13
Water stress
14
Floods
15
Windstorms
Note: Relative position of risks/opportunities within grid boxes does not reflect relative ranking
(e.g. for 7, 8, 14 and 15).
3
111 5 12 13
87 14 15
4
6 9 10
2
Key: Overall risk levels (impact x likelihood): Lower Medium Higher
Likelihood
Impact
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42 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Strategy continued
Climate risks and opportunities continued
The risk scores shown on page 42 reflect residual transition
risks in a low carbon scenario and residual physical risks
in a hot house scenario. McBride has updated its risk
presentation this year from a timeframe x likelihood matrix
to an impact x likelihood matrix, as this approach aligns
with McBride’s ERM framework and better reflects that risks
are expected to impact McBride over multiple timeframes.
Climate risks are reported using a consolidated three-level
scale derived from McBride’s impact x likelihood ERM
matrix, grouping the risk levels into ‘lower,’ ‘medium’ and
‘higher’ categories based on overall net risk scores.
CROs with lower overall risk levels or longer-term impacts
were de-prioritised for detailed disclosure this year,
specifically:
2
6
These remain unlikely with minor or insignificant
impact.
8
This is considered to be longer term due to the
NetZero target time horizon.
9
This was not deemed a major risk due to existing
energy efficiency programmes at all manufacturing
sites and procurement strategies that include
energy price hedging for near-term stability.
14
15
These were assessed as impacting over a longer
timeframe, with future flood and windstorm
risk assessed as sufficiently mitigated through
appropriate risk management strategies.
The following tables detail the impact of priority
climate-related risks and opportunities on McBride’s
businesses andstrategy.
Timeframe: Medium to long term
Inherent risk 2027 2040
Gross risk score
Residual risk 2027 2040
Net risk score
Description
Carbon taxes are expanding globally, with the EU and UK Emission
Trading Systems (EU and UK ETS) already up and running. EU ETS
carbon prices have stabilised in 2025 after volatility in 2024, with
forecasts projecting substantial further increases by 2040. Carbon
pricing could manifest as a range of policies such as environmental,
and/or sector-wide taxes, which could increase operational costs.
Impact assumptions
Quantification conducted in 2023 assumed carbon prices based on
IEA and NGFS forecasts, with emissions calculations incorporating
McBride’s SBTi-aligned targets for Scope 1 and 2 emissions by 2033,
from a 2021 baseline. Risk scores have been adjusted downward
from 2024 reflecting both McBride’s enhanced emissions reduction
target (66.3% by 2033) and more moderate near-term carbon price
trajectories than previously projected.
Controls and mitigation
Renewable energy sourcing exceeded 50% in 2025, ahead of the
original 30% target, with 100% targeted by 2035. SBTi-aligned
targets are established for emissions reduction with electricity
monitoring systems implemented at sites and energy efficiency
targets integrated into site KPIs. The transition to an electric vehicle
fleet is underway with company car policies in Belgium and the UK
supporting decarbonisation objectives.
Timeframe: Short to medium term
Inherent risk 2027 2040
Gross risk score
Residual risk 2027 2040
Net risk score
Description
Increased compliance/operational costs, reformulation costs and/or
legal fines for non-compliance.
Impact assumptions
McBride likely remains in scope for the Corporate Sustainability
Reporting Directive (CSRD) with delayed implementation, and faces
the Corporate Sustainability Due Diligence Directive (CSDDD) and
potentially UK SRS requirements. The EU’s Chemical Strategy for
Sustainability continues advancing substance restrictions affecting
cleaning product formulations, while Digital Product Passport
requirements under the Detergents Regulation may necessitate
new data management systems. Extended Producer Responsibility
implementation has progressed with documented packaging cost
increases across European markets, and divergence between UK
and EU regulatory frameworks creating dual compliance burdens for
McBride’s operations.
Controls and mitigation
Potential increased costs due to regulations are built into forecasts,
including plastic tax increases and EU deforestation regulation
(EUDR) material costs. Internal horizon scanning of regulations
provides impact assessments to the business. Active engagement
with industry groups like AISE enables regulatory monitoring and
stakeholder engagement to stay ahead of emerging requirements.
1
Pricing of GHG emissions
3
Mandates and regulation
Transition risks
Key: Gross and net risk and opportunity scores (impact x likelihood):
Lower Medium Higher
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43 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Key: Gross and net risk and opportunity scores (impact x likelihood):
Lower Medium Higher
Strategy continued
Transition risks continued
Timeframe: Medium to long term
Inherent risk 2027 2040
Gross risk score
Residual risk 2027 2040
Net risk score
Description
Expanding carbon pricing mechanisms could impact chemical
feedstocks, plastics, manufacturing processes and transport
throughout McBride’s supply chain. Future carbon costs may
be embedded in supplier pricing, creating upward pressure on
raw material costs. Costs could also increase due to increasing
materialscarcity.
Impact assumptions
Cost analysis assumed carbon prices based on IEA and NGFS
forecasts applied to Scope 3 emissions estimates (focused on
purchased goods and services), with levels assumed consistent
through to 2040.
Controls and mitigation
Collaboration with suppliers and customers to manage cost risk
and reduce emissions across the supply chain is ongoing. McBride
has engaged with its top 70 suppliers by spend, representing over
80% of Scope 3 emissions, with each one assessed for carbon
maturity to establish baseline maturity across key suppliers. Product
reformulation is being explored for increased bio-based feedstocks
and recycled packaging content, reducing exposure to carbon
taxation in the supply chain.
Timeframe: Short to long term
Inherent risk 2027 2040
Gross risk score
Gross opportunity score
Residual risk 2027 2040
Net risk score
Net opportunity score
Description
Retailers are increasingly prioritising sustainability criteria for
products, driven by mandatory standards such as EU Ecolabel
criteria and environmental impact labelling requirements for
cleaning products. Retailers are using sustainability performance
to inform product selection, shelf placement and promotional
opportunities, creating risk of lost business for products unable to
meet evolving environmental standards, but also opportunities for
market share growth through sustainable product innovation.
Impact assumptions
McBride’s divisions were consulted regarding the perceived risk to
their products and services based on their technical expertise and
experience in the markets. Each division provided an indication of
financial impact range, which were consolidated for an enterprise
risk level exposure.
Controls and mitigation
Divisions continue to innovate via R&D and work closely with
retailers and branders to stay ahead of customer requirements.
Key focus areas include reducing plastics, improving recyclability,
increasing bio-based materials, and product compaction initiatives.
Demand from customers for sustainable products remains steady,
with each division implementing targeted sustainability measures
appropriate to their specific product mix and market requirements.
Timeframe: Short to medium term
Inherent risk 2027 2040
Gross risk score
Gross opportunity score
Residual risk 2027 2040
Net risk score
Net opportunity score
Description
The transition to a low carbon economy creates requirements
for significant technological enhancement and substitution with
regard to the implementation of different packaging, materials
and technologies. The Packaging and Packaging Waste Regulation
(PPWR) in the EU has introduced recycled content criteria for specific
packaging, while some sustainable products face technical challenges
requiring specialised machinery. Meanwhile, operational savings
can be achieved through more efficient production and distribution
processes, including reduced input material requirements and product
compaction leading to more efficient distribution.
Impact assumptions
McBride’s fixed asset register was reviewed and assumptions
were built around the obsolescence risk to different technologies.
Analysis from McBride’s science-based target setting workstream
on other technological initiatives, and insight from internal subject
matter experts, informed potential cost ranges. These assumptions
were validated this year, noting technology transitions represent
significant medium-term capital expenditure considerations.
Controls and mitigation
Capital expenditure decisions consider energy efficiency and
physical climate risk. Division-specific energy initiatives include solar
panels in Asia Pacific, energy champions and energy management
systems at sites, and optimising corrugated carton board usage.
Product compaction initiatives are ongoing across the business to
reduce transport and packaging requirements.
4
Increased cost of raw materials
5
Change in consumer demands
10
Development of new products or services
through R&D and innovation
7
Substitution of existing tech to
lower emission options
11
Use of more efficient production
and distribution processes
Financial Statements Additional InformationGovernance ReportStrategic Report
44 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Strategy continued
Physical risks
Key: Gross and net risk and opportunity scores (impact x likelihood):
Lower Medium Higher
Periods of time with sustained high temperatures
in excess of 30°C.
Impact:
Minor Moderate High
Likelihood:
Unlikely Possible Likely
Business impact assessment
People:
• Reduced labour productivity/ineffective work
performance.
• Fainting potential if exposed to temperatures
over 35°C. Threat to life for the vulnerable.
• Increased employee absenteeism and sick
leave during heat events.
Physical assets
(operations and suppliers):
• Increased operating expenditure, energy
consumption and carbon emissions due to
increased cooling demand.
• Equipment failures (electrical cabinets,
electronic components).
• Product quality impacts (microbiological
contamination, label adhesion, chemical
stability).
• Potential overloading of the power grid.
• Disruption in supply chains due to
transportation delays, reduced productivity,
or interruptions in the availability of goods and
services.
• Higher chances of ‘fire weather’.
• Reduction in arable land and good agricultural
conditions resulting in higher costs
of bio-based surfactants.
Prolonged periods of time where water demand
outstrips supply, leading to serious regional water
scarcity.
Impact:
Minor Moderate High
Likelihood:
Unlikely Possible Likely
Business impact assessment
People:
• Impact on mental health.
• Worsens likelihood of heat stroke and threat
to life.
Physical assets
(operations and suppliers):
• Disruption to water-intensive manufacturing
processes.
• Production capacity reduction for facilities
dependent on water as a raw material.
• High water costs and tariffs.
• Water usage restrictions.
• Water quality deterioration affecting
production processes and treatment
ofeffluents.
• Regulatory compliance challenges with
discharge permits and water treatment
requirements.
• Increased costs or disruptions in supply of
water-dependent raw materials such as
bio-based surfactants.
12
Heat stress
13
Water stress
Risk response: adaptation/mitigation
options
People:
• Limiting or modifying the duration of heat
exposure time of workers through additional
breaks, water stations and heat stress training.
• Reducing the metabolic component of the
total heat load through automation.
• Medical evaluations for workers.
Physical assets
(operations and suppliers):
• Review operating temperature tolerances
formachinery.
• Review inefficiencies and improve five major
types of engineering controls – general
ventilation, cooling fans, air conditioning,
reflective shields to redirect radiant heat, and
insulation of hot surfaces to reduce heat stress.
• Facility infrastructure improvements including
roof replacement with enhanced insulation
at Sallent where Phase 1 roof improvements
have delivered significant cooling benefits with
further phases planned.
• Modernisation of heat-generating equipment.
• Introduce cooling and ventilation solutions e.g.
installation of fans at operator workplaces.
• Maintain a good practice fire loss control
maintenance and mitigation regime.
• Collaborate with suppliers, implementing
real-time monitoring systems and fostering
transparent communication to enhance supply
chain resilience.
Risk response: adaptation/mitigation
options
People:
• Awareness campaigns to promote long-term
adaptation.
Physical assets
(operations and suppliers):
• Water system audits, efficiency improvements
and leak detection programmes.
• Enhanced water storage capacity and
alternative source development (deep aquifer
access, groundwater well development,
rainwater collection).
• Incentivise and encourage water saving
byemployees.
• Water recycling and reuse systems (CIP water
reuse, closed-loop cooling).
• Formulation optimisation to reduce or
eliminate water content.
• Engage with suppliers on water stress
resilience and contingency planning.
• Diversify supplier base to mitigate
risks associated with a single supplier’s
water-related disruptions.
Financial Statements Additional InformationGovernance ReportStrategic Report
45 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Strategy continued
Resilience of McBride’s strategy to
climate risks
Low carbon world scenario
In a low carbon world (+1.5°C) scenario,
McBride faces an overall medium residual
climate risk exposure, which is lower than
the overall gross risk scores, indicating
that current and planned mitigations
promote resilience of the strategy. The
Company’s risk profile is shaped by physical
climate risks as well as transition risks and
opportunities, with varying impacts across
its operations and portfolio. Physical climate
risks could pose challenges to McBride’s
operations, with heat stress being a
primary concern. Climate extremes in 2024
demonstrated the potential for extreme
weather events to disrupt operations, with
Europe experiencing its warmest year on
record and significant flooding events,
including Storm Boris affecting Central
Europe. Looking ahead, the frequency and
severity of heatwaves and water stress
events are expected to increase. McBride’s
expanded site-level physical risk assessment
across mainland European operations
has identified varying levels of potential
water stress impacts. The assessment
reviewed existing mitigations and identified
opportunities for further adaptation
measures where needed.
Transition risks also play a significant role in
McBride’s risk exposure:
• Pricing of greenhouse gas emissions,
though mitigated by science-based
targets.
• Increased raw material costs, partially
offset by various Company actions,
including enhanced supplier engagement
and embedded costs.
• Mandates and regulations, though
mitigated by internal processes and
external engagement.
• Changing customer demands, presenting
both risks and opportunities, especially in
the Powders division.
• Technology substitution for more
sustainable options and distribution
processes, offering moderate risks but
potential operational cost savings.
Over the short to medium term, McBride’s
transition risk exposure is evolving,
with effective mitigation strategies and
adaptation measures helping to reduce
exposure in some areas, while regulatory
and market pressures are expected
to create new challenges in others.
The Company also anticipates upside
opportunities, such as adopting sustainable
technologies and improving processes for
operational efficiencies. To enhance its
resilience, McBride is continuing to assess
and adapt its operations across all sites.
Key actions have been incorporated into
McBride’s strategy, risks and opportunities,
including:
1. Energy and emissions reduction:
– Renewable energy acceleration:
Renewable energy sourcing exceeded
50% in 2025, ahead of the original
30% target, with 100% targeted by
2035.
– Process and formula optimisation:
Targeted investments in
blow-moulding efficiency and
compaction initiatives across
divisions to reduce emissions from
manufacturing and distribution while
delivering operational cost savings.
2. Sustainable packaging and innovation:
– Material transition: McBride is
committed to moving away from
virgin materials like PET where
feasible, aligning with consumer
demands and regulatory pressures.
– Innovation and collaboration:
McBride is partnering with experts
to develop packaging solutions that
meet sustainability criteria, including
increased use of bio-based materials.
3. Market adaptation and supply chain
resilience:
– Adaptation to demand shifts: McBride
recognises the importance of staying
ahead of market trends, including
those related to sustainability,
investing in technologies and
production methods to meet these.
– Supply chain engagement: 100% of
top 70 suppliers covering 80% of
emissions have been assessed for
carbon maturity.
– Regulatory preparedness: Internal
horizon scanning and expert
compliance support are in place
to address evolving requirements
including CSRD, CSDDD and
advancing regulatory frameworks.
Hot house world scenario
Under a hot house world (+4°C)
scenario, McBride’s expanded physical
risk assessment across mainland
European operations provides enhanced
understanding of exposure levels. Heat
stress exposure is expected to increase
in the medium and long term, with
facilities experiencing between 2-26days
above 35°C annually by 2041-60 under
IPCC scenarios. The Company’s strategy
remains moderately resilient, with
site-level assessments identifying specific
vulnerabilities and adaptation measures
with varying mitigation effectiveness across
different locations. Water stress exposure
varies considerably across the portfolio,
ranging from low-medium to extremely high
stress levels by 2050. Heat stress exposure
for warehouses and key suppliers will also
likely increase by 2040-50.
This increased exposure is expected to
result in higher operational costs, potential
production disruptions, potential water
supply constraints and quality issues,
and possible increases in raw material
costs. Heat stress impacts include
equipment vulnerabilities and worker
safety concerns requiring additional rest
breaks and productivity adjustments.
Water stress could impact production
capacity at facilities dependent on water
for manufacturing processes and product
formulations, with potential cost increases
from water pricing and supply reliability
challenges. Additionally, river flood
exposure and heavy rainfall exposure could
also rise, although the associated financial
impact is anticipated to remain largely
covered by insurance.
Site-level assessments have identified
both existing mitigations and planned
adaptation measures across the portfolio.
Current measures include enhanced
cooling systems, equipment upgrades,
improved ventilation, worker safety
protocols, water efficiency programmes
and alternative water source development.
Planned improvements include equipment
modernisation, enhanced water storage
capacity, business continuity planning for
water scarcity scenarios, and facility-specific
initiatives such as roof improvements and
closed-loop cooling systems. The 2024
extreme weather events have informed
these adaptation strategies and validated
the importance of proactive resilience
measures.
No or little transition risk or opportunity is
expected under this scenario.
Financial Statements Additional InformationGovernance ReportStrategic Report
46 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Risk management
Defining a process for climate risk identification and management
As detailed on pages 53 to 57, the Group has a rigorous process in place to report the organisation’s principal and emerging risks. Through this process, climate change and environmental
concerns were identified as principal risks and assessed accordingly. Aspects of climate change risk are also captured in other principal risks, notably changing market dynamics and
increased regulatory focus. The Group continues to build on its initial climate risk and opportunity assessment each year. The overall process used for identifying, assessing and managing
CROs under different climate scenarios is detailed in the graphic below.
1. Define climate scenarios 2. Identify climate-related
risks to McBride under
articulated scenarios
3. Review impact
assumptions
4. Assess business
impacts to McBride
5. Identify responses
Policy and
legal risks
Market risks
Reputational
risks
Technology
risks
Acute
physical
risks
Chronic
physical
risks
Transition risk
1.5°C
Physical risk
1.5°C and 4°C
Review of:
• Regulatory landscape
• Operational or supply
chain shifts
• Impact assumptions used
in prior year quantifications
Review of:
• Recent weather events
• Detailed site-level
questionnaires
• Impact assumptions used
in prior year exposure
modelling
Impact on:
• Physical asset portfolio
• Input costs
• Operational costs
• Revenue
• Supply chain
• Business interruption
Impact on:
• Physical asset portfolio
• Input costs
• Operational costs
• Revenue
• Supply chain
• Business interruption
Responses might include:
• Changes to business model
• Portfolio mix
• Investments in capabilities
and technology
Responses might include:
• Changes to business model
• Portfolio mix
• Investments in capabilities
and technology
Financial Statements Additional InformationGovernance ReportStrategic Report
47 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Metrics and targets
Details of the Group’s Scope 1, 2 and 3
carbon emissions for the financial year
ended 30 June 2025 are set out on page
28. The Scope 1, 2 and 3 GHG emissions
have been calculated in accordance with
the relevant GHG Protocol Corporate
Accounting and Reporting Standards and
latest emissions factors from recognised
sources. The Group’s Scope 3 emission data
covers the following categories:
• purchased goods and services;
• upstream transportation and distribution;
• end-of-life treatment of sold products;
• downstream transportation and
distribution;
• capital goods;
• waste generated in operations;
• fuel and energy-related activities;
• employee commuting; and
• business travel.
These are the categories that are considered
most relevant to McBride. Emissions relating
to the use of sold products are considered
as indirect as they do not directly consume
energy and therefore are not required to be
disclosed.
McBride continues to engage with an
external partner to identify a heatmap of
Scope 1, 2 and 3 GHG emissions sources,
by raw material and packaging category,
which continues to inform progress against
Scope 1 and 2 science-based targets. The
Scope 3 emissions target is based on a
supplier engagement model and is now fully
embedded and reported on.
The table on page 49 details the metrics
and targets (linked to the specific CROs
identified by the Company) that have
currently been defined and are being
monitored by McBride.
The CO
2
Scope 1 and 2 targets outlined in
the table on page 49 have been costed in
detail and the financial impacts have been
factored into short-term financial forecasts
and plans. A number of the targets in the
table on the following page have now
concluded and these have been clearly
identified. During the year, McBride has
also developed some new targets and
refined some existing targets, all of which
are clearly identified in the following table,
showing the ongoing development of
the Group’s sustainability agenda. Where
metrics and targets are considered to be
financially significant, the impacts will be
identified and reflected in forward-looking
forecasts.
Risk management continued
Defining a process for climate risk
identification and management
continued
Details of the articulated approach used
to assess climate-related physical and
transition risks and opportunities are
included on page 67 of the 2022 Annual
Report, supplementing the TCFD risk
assessment process for 2025.
Risk was assessed from a residual
perspective in 2025, building upon the
residual risk assessments and quantification
performed in 2024 and validating the
underlying assumptions and risk ratings.
Going forward, the identification and
assessment of CROs will be refreshed by
McBride on an annual basis.
Integration of climate risk
management into McBride’s
wider risk management
McBride continues to assess climate risk in
2025 against an adapted version of its ERM
scales. The adapted scales have allowed
for longer time horizons due to the nature
of climate risk and the assessment of
upside opportunities. Using aligned scales
has also enabled McBride to integrate
the assessment of its climate risks into
its corporate risk register. The Group has
continued to identify, assess and manage
climate risks through the existing risk
management process on an annual basis,
adopting a top-down risk management
approach whereby the risks associated with
climate are centrally monitored by the Risk
Council and the TCFD Working Group.
Financial Statements Additional InformationGovernance ReportStrategic Report
48 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Focus for 2026
McBride will continue to build on the
progress achieved this year in relation to
the refinement and introduction of new
metrics and targets. The Group’s strategy
outlines its commitments to continue to
reduce carbon emissions by following the
roadmap set out in its agreed science-based
targets journey and continuing to have its
performance externally validated. For 2026,
the focus will be on continuing to embed
and report progress against the Scope 3
carbon emissions target, and the ongoing
supplier engagement programme.
The Group remains very aware of the
impact that climate change may have on the
organisation. The CRO identification process
is now an established tool to identify the
inherent and residual risks that McBride
faces. Scope 1, 2 and 3 targets, as well as
the technologies selected to achieve these,
continue to be pivotal in defining McBride’s
ultimate risk under a transition climate
scenario. The outcomes of climate risk
assessment continue to be disseminated
and mitigation actions reviewed and
progressed by teams across the Company
following the standard Company-agreed
risk process. In addition, McBride intends
to continue the process of assessing and
quantifying long-term risks (i.e. physical
risks) via a site-by-site approach. This
will ultimately enable McBride to monitor
and assess these risks and allow for their
effective communication and mitigations at
a Grouplevel.
Metrics and targets continued
Metric Target Link to identified CRO
Performance
against target Status
CO
2
Scope 1 and 2 emissions
Reduce Scope 1 and 2 emissions by 66.3%
by 2033 (versus a 2021 baseline)
1
3
6
8
9
10
11
See page 31 Carried forward
Output volume per gigajoule
of energy
15% improvement in energy efficiency
by2025 (measured in kWh/tonne of
output)
1
9
10
11
See page 31 Carried forward
Use of FSC® certified board
All paper and board sourced will be FSC®
compliant by 2025
4
5
10
See page 29 Concluded
Packaging recycling
All our packaging will be 100% fully
recyclable, compostable or reusable
by2025
4
5
10
See page 29 Concluded
Recycled plastic content
On average, all our packaging will contain
at least 50% recycled content by 2025
4
5
10
See page 29 Concluded
Flexible packaging
We will exit all multi-layered flexible
packaging by 2025
4
5
10
See page 29 Concluded
Microplastics
We will remove all REACH-defined
microplastics from our formulations
by2025
4
5
11
See page 29 Concluded
Scope 3 supplier engagement
Scope 3 emissions – 82.5% of our suppliers
by emissions, covering goods and
services, to have science-based targets
1
3
6
8
9
10
11
See page 31 New
Energy sourcing
100% of the electricity used in our
operations is from renewable sources
1
9
10
11
See page 31 New
Recycled plastic content
All polyethylene packaging for the
Group’s contact-sensitive products must
contain a minimum of 10% PCR content
4
5
10
See page 31 New
Recycled plastic content
All plastic packaging used by the Group
must contain a minimum of 35% PCR
4
5
10
See page 31 New
Financial Statements Additional InformationGovernance ReportStrategic Report
49 McBride plc Annual Report and Accounts 2025
Climate-Related Financial Disclosures continued
Location of TCFD-aligned disclosures within the Annual Report
Governance Strategy Risk management Metrics and targets
Disclose the Group’s governance around
climate-related risks and opportunities
(a) Describe the Board’s oversight of
climate-related risks and opportunities
(b) Describe management’s role in
identifying, assessing and managing
climate-related risks andopportunities
Disclose the actual and potential impacts
of climate-related risks and opportunities
on the Group’s business, strategy and
financial planning where material
(a) Describe the climate-related risks and
opportunities that the organisation has
identified over theshort, medium and
long term
(b) Describe the impact of climate-related
risks and opportunities on the
Group’sbusiness, strategy and
financialplanning
(c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a +2°C or
lowerscenario
Disclose how the Group identifies, assesses
and manages climate-related risks and
opportunities
(a) Describe the Group’s process
for identifying and assessing
climate-related risks and opportunities
(b) Describe the Group’s process for
managing climate-related risks and
opportunities
(c) Describe how processes for
identifying,assessing and managing
climate-related risks are integrated
into the organisation’s overall
riskmanagement
Disclose the metrics and targets used to
assess and manage climate-related risks
and opportunities
(a) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process
(b) Disclose Scope 1, 2 and, ifappropriate,
Scope 3 GHG emissions, and the
related risks
(c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and
performance against targets
Climate-Related Financial Disclosures
See pages 40 to 49
Audit and Risk Committee Report
See pages 73 to 79
Climate-Related Financial Disclosures
See pages 40 to 49
Principal Risks and Uncertainties
See pages 53 to 57
Climate-Related Financial Disclosures
See pages 40 to 49
Principal Risks and Uncertainties
See pages 53 to 57
Audit and Risk Committee Report
See pages 73 to 79
Climate-Related Financial Disclosures
See pages 40 to 49
Sustainability
See pages 27 to 39
Financial Statements Additional InformationGovernance ReportStrategic Report
50 McBride plc Annual Report and Accounts 2025
Non-Financial and Sustainability
Information Statement
Understanding the impact of our activities with regard to specified non-financial matters
In accordance with sections 414CA and 414CB of the Companies Act 2006, which outline requirements for non-financial reporting, the table below is intended to provide our stakeholders
with the content they need to understand our development, performance, position and the impact of our activities regarding specified non-financial matters.
Reporting requirement and our material areas of impact
Relevant Group
principal risks Relevant Group policies/statements
Policy embedding, due diligence,
outcomes and KPIs – page reference
Environmental matters
Responsible approach to product design and production
Consumer and
customer trends
• Sustainability Policy
• Quality, Health, Safety and Environment Policy
(‘QHSE Policy’)
Pages 22, 27 and 39
Employees
Responsible for the health and safety of our workforce
Legislation • QHSE Policy Pages 22 and 34 to 35
Social matters
Responsible approach to taxation
Financial risks • Preventing the Facilitation of Tax Evasion Policy
• Tax Strategy Statement
• Code of Ethics and Business Conduct
Pages 129 to 132
Respect for human rights, anti-bribery and corruption
Reinforcing an ethical business culture
Legislation • Code of Ethics and Business Conduct
• Supplier Code of Conduct
• Anti-Bribery and Corruption Policy
• Gifts and Hospitality Policy
• Conflicts of Interest Policy
• International Sanctions Policy
• Share Dealing Policy
• Data Protection Policy
• Policy on the Use of Independent Auditors for
Non-Audit Services
• Policy on the Employment of Former Employees
of the Auditors
• Whistleblowing Policy
• Anti-Slavery and Human Trafficking Statement
Pages 34 to 35
Business model All risks n/a Pages 5 to 6
Non-financial KPIs n/a n/a Page 22
Description of principal risks and uncertainties n/a n/a Pages 53 to 57
Financial Statements Additional InformationGovernance ReportStrategic Report
51 McBride plc Annual Report and Accounts 2025
Non-Financial and Sustainability
Information Statement continued
Reporting requirement and our material areas of impact
Relevant Group
principal risks Relevant Group policies/statements
Policy embedding, due diligence,
outcomes and KPIs – page reference
Climate-related financial disclosures
• A description of the Company’s governance arrangements in
relation to assessing and managing climate-related risks and
opportunities.
Climate change
andenvironmental
n/a Pages 40 to 41
• A description of how the Company identifies, assesses and
manages climate-related risks and opportunities.
Pages 47 to 48
• A description of how processes for identifying, assessing and
managing climate-related risks are integrated into the Company’s
overall risk management process.
Pages 47 to 48
• A description of:
– the principal climate-related risks and opportunities arising in
connection with the Company’s operations; and
– the time periods by reference to which those risks and
opportunities are assessed.
Pages 42 to 46
• A description of the actual and potential impacts of the principal
climate-related risks and opportunities on the Company’s business
model and strategy.
Pages 42 to 46
• An analysis of the resilience of the Company’s business model
and strategy, taking into consideration different climate-related
scenarios.
Pages 42 to 46
• A description of the targets used by the Company to manage
climate-related risks and to realise climate-related opportunities
and of performance against those targets.
Pages 48 to 49
• A description of the KPIs used to assess progress against targets
used to manage climate-related risks and realise climate-related
opportunities and of the calculations on which those KPIs
arebased.
Pages 48 to 49
Understanding the impact of our activities with regard to specified non-financial matters continued
Financial Statements Additional InformationGovernance ReportStrategic Report
52 McBride plc Annual Report and Accounts 2025
Our Principal Risks and Uncertainties
Our Group-wide risk
management process involves
understanding, analysing and
addressing risk to enable the
business to achieve its overall
strategic and day-to-day
operational objectives,
deliveringon its commitments
toall stakeholders.
The Group continues to operate under
arobust, well-established and externally
benchmarked risk management framework,
which is aligned to ISO 31000:2018, and
supported by a formally defined risk
taxonomy structure. This is supported by a
comprehensive risk appetite framework to
help with the assessment, escalation and
reporting of principal risks, with key risk
indicators (KRIs) tracked by senior business
leaders on an ongoing basis.
Further detail on the risk management
framework and processes can be found on
pages 77 to 79.
This process has allowed the Board
to identify the risks, uncertainties
and opportunities which are deemed
fundamental to the business achieving its
strategic objectives and delivering its key
business priorities. These risks are identified
as ‘principal’ based on the likelihood of
occurrence and the potential impact on
the Group. These have been consolidated
by the Risk Council and reviewed and
agreed with the Board (having been
considered by the Executive Committee
and the Audit and Risk Committee).
The principal risks and uncertainties
to which the Group is exposed are
summarised on pages 53 to 57, outlining
the risk impact, key mitigating actions
and any key developments during the
year. The Group continues to review its
overall risk framework within the context
of each principal risk and uncertainty, with
the risk trend over the year also noted,
showing any changes in the risk profile
compared to the prior year. There are ten
principal risks reported for financial year
2025. The supply chain resilience risk
reported in 2024 has been amalgamated
within the economic, political and macro
environment instability risk this year.
The set of principal risks and uncertainties
provided on the following pages is
not intended to be an exhaustive list.
Additional risks not presently known to
management, or risks currently deemed to
be less material or strategically important,
may also have the potential to cause an
adverse impact on the business.
The Board continues to have confidence
in the ongoing risk horizon scanning and
monitoring activities embedded within
the Group’s risk management processes,
to provide early notification of emerging,
strategically important and potentially
significant risks on a regular basis.
1
Changing market, customer
and consumer dynamics
2
Disruption to systems
and processes
3
Financing
risk
4
Safe and high-quality
products
5
Health and safety
6
Climate change and
environmental concerns
7
Challenges in attracting
and retaining talent
8
Increased
regulation
9
Economic, political and
macro environment instability
10
Business transformation
challenges
Likelihood
Impact
Rare Unlikely Possible Likely
Almost
certain
1
5
37
9
2
6
4
8
10
Insignificant Minor Moderate Major Catastrophic
Arrows represent movement in principal risks from previous year to current year.
Financial Statements Additional InformationGovernance ReportStrategic Report
53 McBride plc Annual Report and Accounts 2025
Our Principal Risks and Uncertainties continued
Risk appetite rating: Moderate to high
How it links to our strategy:
Risk impact
• Slowdown of general consumption with branders actively seeking
to regain lost volume through innovation and promotional
activity. Private label growth has been softening and even
decreasing across Europe.
• International retailers face pressure to be consumer ‘Champions’,
seeking to offset inflation with a strong push to drive the pricing
agenda and opening international and global tenders.
• Reinforced competitor set, with some mergers and acquisitions,
increasing the capacity available in the market.
• Price pressure, materials cost evolution and availability forcing
resources to be focused on value engineering, which may slow
down innovation. A heightened sustainability and regulatory
focused environment could add costs that are difficult to recover.
Mitigation
• Investment in skills and tools and increased knowledge of our
markets supports our commercial teams’ ability to demonstrate
the true value added by our offering.
• An agile approach to portfolio management allows rapid
response to changes in consumer behaviour.
• A continued strengthening of partnerships with key
retailers highlights the value added by McBride and avoids
one-dimensional discussions solely focused on price.
• Continued exploration of contract manufacturing activities with
branders dilutes potential private label risk.
• Our rolling five-year strategic plan reviewed on an annual basis
balances capital allocation between new initiatives and existing
business.
Key developments
• A centralised approach to market data and insights provides
visibility of trends and developments across our markets.
• New commercial structure in place to serve strategic
international customers better.
• A widened supplier network ensures reliable supply at highly
competitive price levels.
• Clear cost-saving targets exist, enabled by continued investment
in business processes.
• Appropriate sustainability targets set to reduce our
environmental impact.
Risk appetite rating: Low
How it links to our strategy:
Risk impact
• Disruption to critical business processes and loss of sensitive
information and business critical data due to system failure
andcyber activities.
• Increased cyber-related legislation (NIS2) exposes the
organisation to the risk of fines for non-compliance.
• Increased internal use of artificial intelligence (AI) tools exposes
a risk of data leakage.
• The use of social engineering is providing new opportunities for
cyber activity and further increasing the risk of general business
disruption and potential financial loss.
Mitigation
• We continually invest in technology to protect us from disruption
and to minimise its impact.
• We continually review our internal policies and processes to
ensure we are minimising the risk of business disruption and
non-compliance with regulatory requirements.
• We monitor developments in cyber security, which includes
working with third-party consultants to provide global insights and
run tests to identify weaknesses in our technology and processes.
• We constantly educate our business users to mitigate the risks
of social engineering and the over-exposure of sensitive data
through AI tools and other information-sharing platforms.
• A rolling business-driven technology strategy and roadmap is
constantly maintained providing direction on investment, whilst
supporting business continuity and commercial differentiation.
Key developments
• An annual review of disaster recovery processes (including backup
and recovery) for all business-critical systems has been undertaken.
• Annual external vulnerability testing and third-party risk
assessments are undertaken, with underlying improved cyber
resilience.
• Security KRIs are in place to monitor progress and drive
appropriate action, where necessary, with the overall roadmap
updated.
• Critical infrastructure is upgraded, ensuring the correct patch
levels are applied.
• We are moving critical systems away from our sites into an
external cloud infrastructure.
Key
Market standing
Operational excellence
Sustainability
Talent
Increased risk
No change
Decreased risk
1. Changing market, customer
and consumer dynamics
2. Disruption to systems and processes
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54 McBride plc Annual Report and Accounts 2025
Our Principal Risks and Uncertainties continued
Risk appetite rating: Low
How it links to our strategy:
Risk impact
• Financing risk covers the risk of a deterioration in profitability
and its potential negative impact on liquidity.
• Not achieving the required levels of profitability and cash flows
increases the risk that banking facilities may be withdrawn due to
breach of banking covenants.
Mitigation
• We have a robust and reliable input cost forecasting process
designed to equip the Group with visibility of both the direction
and magnitude of input cost evolution.
• Divisional Managing Directors are accountable for maintaining
gross margins through cost-saving product redesigns and/or cost
price increases agreed with customers.
• A comprehensive governance process of divisional performance
reviews is in place to monitor actual performance versus pricing
and financial targets. This includes the Executive Committee’s
weekly review of key operational and financial performance
metrics, meaning that risks can be identified and mitigating
actions agreed in a timely manner.
• A 13-week cash, debt and liquidity forecast is performed
each week to highlight any risks and allow effective liquidity
management.
Key developments
• During the period, liquidity headroom was significantly increased
as the Group renegotiated its €175 million multi-currency,
sustainability-linked RCF, increasing the facility size to €200
million and securing a four-year term to November 2028, with an
option to extend by up to two years. Additionally, the Group now
has access to an uncommitted €75 million accordion feature.
• The strong financial performance in 2024 and its consolidation in
2025 has continued to drive improved liquidity. At 30 June 2025,
liquidity of £141.4 million is significantly improved compared
to the prior year. The Group is meeting its banking covenant
requirements, in line with the new RCF.
Risk appetite rating: Averse
How it links to our strategy:
Risk impact
• Issues with quality or safety of products could lead to
reputational damage with customers, consumers or regulators.
• Potential financial losses could arise due to a need to recall
products, disruptions in supply, delays to launch or fines imposed
on the Company.
Mitigation
• Our product quality processes and controls are comprehensive,
verified annually and monitored for continuous improvement.
• Raw materials are approved against our standards and material
quality is regularly monitored.
• Our labelling processes comply with all applicable regulations
and are kept up to date with all regulatory changes.
• We engage with regulators and industry groups to stay updated
on emerging safety and regulatory concerns.
• In the event of a safety or quality incident, processes are in place
to make sure that the right experts take prompt and effective
action.
Key developments
• All annual reviews of processes and controls have been
completed.
• Raw material and fragrance policies have been updated in line
with all newly-identified requirements.
• Our product compliance processes have successfully passed
both external and internal audits.
• We continue to participate in all relevant trade associations
andtaskforces.
Risk appetite rating: Averse
How it links to our strategy:
Risk impact
• An insufficient assessment of hazardous tasks, activities and
specialised areas, coupled with differing standards in key
elements of the Health, Safety and Environment (HSE) framework
could result in the risk of injury, ill health or environmental
incidents.
• An insufficient ‘Training Needs Analysis’ could lead to an
inconsistent approach to training, ultimately affecting the
HSEperformance of our teams.
Mitigation
• The health and safety governance framework oversees the
development and implementation of continual improvement
initiatives.
• Defined Group standards that help to establish minimum Group
requirements for key elements of HSE.
• A root cause analysis review process that helps to drive
alignment on identified issues and corrective actions to support
continual improvement.
• Site-specific zero loss journey map improvement plans, derived
from comprehensive HSE gap analysis.
• A leading HSE incident management software solution that
provides greater visibility, more effective incident management,
real time data and analytics, and meaningful HSE insights from
the field into the boardroom.
• A suite of leading indicator tools to drive a more proactive
approach to health and safety across the Group e.g. Dynamic
Risk Assessment (DRA), Quick Risk Prediction (QRP), safety
walks, near misses, etc.
Key developments
• A formalised plan for the implementation of 28 Group standards
covering key elements of health and safety which define
minimum requirements subject to local legislation.
• A standardised and more robust risk assessment process across
the Group, for the evaluation of general tasks and activities.
• The development of a Group behavioural observation system,
which aims to reduce workplace incidents associated with unsafe
behaviours, consequently enhancing workplace health and safety
culture and embedding long-term safety improvements.
3. Financing risk 4. Safe and high-quality products 5. Health and safety
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55 McBride plc Annual Report and Accounts 2025
Our Principal Risks and Uncertainties continued
Risk appetite rating: Low
How it links to our strategy:
Risk impact
• Government actions to mitigate climate change may increase
costs or limit operational flexibility.
• Failing to adapt our business models and strategies to the
sustainability concerns of customers and consumers could
reduce our ability to continue to produce and deliver appropriate
goods and services.
• The increased incidence of extreme weather events could impact
our ability to sustainably source essential components for our
products and services, potentially leading to supply disruptions.
Mitigation
• We remain focused on our preparedness for both supply chain
disruptions (e.g. through flexible sourcing policies in place)
and the ongoing reduction of our operational carbon footprint,
aligned to our customers’ needs and objectives.
• An annual measurement of our corporate carbon footprint and
creation of a carbon heatmap has been developed with external
consultants and has been measured from financial years 2021
to2025.
• Our focused cross-functional sustainability forum continues to
lead the Group’s sustainability activities.
Key developments
• Existing CROs, previously assessed last year, were validated by
key business stakeholders during 2025.
• We continued with our rolling programme of physical climate risk
assessments at specific sites during 2025.
• Our GHG emissions reduction target for Scope 1 and 2 emissions
has been validated at 66.3% by 2033.
• We have established and deployed a supplier engagement
programme to support our Scope 3 emission reduction target.
• We have disclosed data via the Ecovadis platform this year and
gained a ‘Silver’ rating in March2025.
• We have invested in carbon literacy training and have deployed
the Carbon Literacy® project methodology to over 100 colleagues
across the Group.
Risk appetite rating: Low
How it links to our strategy:
Risk impact
• Our ability to attract, develop and retain a diverse workforce with
a wide range of skills is critical for the effective delivery of our
strategies.
• Market competition for key leadership and talent remains strong.
• The loss of talented colleagues and the inability to effectively
replace them could make it difficult to manage the business,
adversely affecting operations and financial results.
Mitigation
• We regularly review our ways of working to drive speed and
simplicity through our business and to motivate, retain and
attract talent, allowing us to remain agile and responsive to
market trends.
• People performance, potential and succession management is
formally reviewed each year. Clear action plans are developed to
address key risks.
• The Executive Committee frequently discusses talent and
retention with regular Board oversight.
• Our Remuneration Committee agrees the objectives and
remuneration arrangements for senior leaders.
Key developments
• A full talent cycle is run annually alongside our performance
cycle. This enables us to better determine, report and act on
employees’ performance and potential to enhance retention of
key colleagues.
• Actions were taken at the start of the financial year to ensure
that staff remuneration remains competitive within each local
market, by taking account of external benchmarking data.
• Our Group-wide employee survey tool is now regularly used
within the business. The outcomes of our most recent DEI survey
will be further embedded through locally appropriate action
plans.
• Our McBride Learning Academy continues to offer additional
training courses, more than doubling the number of colleagues
participating in our leadership programmes, and providing an
enhanced coaching offering.
Risk appetite rating: Low
How it links to our strategy:
Risk impact
• Heightened regulatory environment with increased monitoring,
governance and reporting requirements e.g. sustainability
regulation (including TCFD, EU Deforestation Regulation); plastic
taxes (including a new UK Extended Producer Responsibility for
Packaging scheme); packaging and packaging waste regulation;
and compliance with GDPR, ECCTA, UK Corporate Governance
Code requirements, anti-trust laws, etc. This results in an
increased likelihood of this risk over the short to medium term.
• Non-compliance with laws and regulations could result in civil
or criminal action and reputational harm for McBride and its
customers.
• Evolving regulations increase the cost and complexity of doing
business due to additional reporting and compliance demands.
Mitigation
• We maintain a strong focus on product compliance through
ongoing monitoring and improvement of processes and controls.
• Compliance is embedded across key roles through effective
employee communication.
• Our Supplier Code of Conduct sets sustainability and legal
expectations, with suppliers required to confirm compliance.
• Legal and regulatory experts monitor relevant laws, supported by
external counsel when needed.
• McBride actively engages with trade associations and industry
bodies and is represented at a Board level within AISE, our
European trade association.
Key developments
• Monitoring and oversight systems continue to be enhanced to
address growing regulatory and reporting demands.
• Legislation roadmaps for chemicals and packaging inform the
business of upcoming changes.
• Current focus is on implementing multiple labelling changes from
various legislative updates such as the update to the Detergents
Regulations and amendments to CLP.
• All divisions and Group functions have now been asked to
consider what level of risk is posed by legislative non-compliance
in their specific area and include this in their risk logs.
6. Climate change and
environmental concerns
7. Challenges in attracting
and retaining talent
8. Increased regulation
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56 McBride plc Annual Report and Accounts 2025
Our Principal Risks and Uncertainties continued
Risk appetite rating: Moderate to high
How it links to our strategy:
Risk impact
• The geopolitical environment has become more volatile and
fractious this year, primarily due to ongoing political and
macroeconomic developments.
• Failure to react quickly to an increasingly volatile geopolitical
landscape may impact our freedom to operate in specific
markets, adversely impacting financial performance.
• General economic and geopolitical climate, disposable income,
changing demographics and buying patterns could all impact
consumer spending.
• A prolonged Middle East conflict, coupled with continued fallout
from the Russian invasion of Ukraine, has the potential to distort
global trade flows, creating shortages in specific areas.
• The prospect of trade tariffs could lead to prolonged periods of
heightened inflation, impacting our cost base.
Mitigation
• Cross-functional steering groups manage acute issues, including
inflation and other supply chain considerations.
• Robust and well-established sourcing strategies are supported by
centrally administered currency and interest rate hedging.
• Specific pricing agreements have been implemented with a range
of suppliers, designed to reduce input cost volatility.
• There is a proven record of being able to pass on inflationary
costs through increased pricing.
• Our established forecasting and planning processes provide early
visibility of significant changes in consumer demand patterns.
• Our Group-wide Sanctions Policy and risk-based process ensure
compliance with international sanctions measures applicable to
our business.
Key developments
• Further forecasting improvements provide us with the platform
to assess and respond to long-term opportunities and risks.
• A commercial decision has been taken not to trade with any
countries subject to comprehensive sanctions programmes,
or with any entity or individual that is located, incorporated or
ordinarily resident in any of these locations. In relation to other
countries subject to less restrictive programmes, we assess risk
and perform due diligence when establishing or reviewing any
trade relationships in these territories.
Risk appetite rating: Low
How it links to our strategy:
Risk impact
• Our business strategy is underpinned by a series of
Transformation programmes which seek to improve our business
performance and efficiency through structured process and
systems re-engineering designed to simplify and strengthen our
operating model.
• The multi-year deployment of a new business-wide ERP system is
a core element of our transformation, which carries a significant
risk of business disruption.
• Failure to execute and deliver the Transformation programmes
effectively may adversely impact the delivery of benefits and our
potential returns to shareholders.
Mitigation
• Our fully-resourced, dedicated, inter-disciplinary Transformation
team ensures that progress on our Transformation programme is
monitored on an ongoing basis.
• A dedicated Portfolio Review Board is now in place, responsible
for oversight and stewardship of the Transformation programmes.
• Steering committees with Executive Committee sponsors and
dedicated project managers are in place for individual functional
projects.
• A robust governance plan and detailed roadmap has already
been agreed and developed on our multi-year ERP system
deployment. This is continuously being tracked, monitored and
refined to ensure on-time and on-budget delivery.
Key developments
• We have appointed a Group Transformation Director to lead our
overall Transformation initiatives, driving programme oversight
and governance, whilst facilitating effective change management
across the Group.
• Appropriate and independent finance resource and support is
provided to each Transformation programme.
• Our dedicated team of business process owners supported by a
wider network of subject matter experts provide the necessary
expertise and knowledge to effectively re-engineer and simplify
activities in each project area.
• McBride has appointed an independent external partner to
provide ongoing and independent monitoring and assurance on
key areas of the Group’s Transformation strategy related to SAP.
9. Economic, political and
macro environment instability
10. Business transformation
challenges
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57 McBride plc Annual Report and Accounts 2025
Going Concern and Viability Statement
In accordance with the UK Corporate
Governance Code 2018, the Board has taken
into consideration the Group’s principal
risks and uncertainties when determining
whether to adopt the going concern basis
of accounting and when assessing the
prospects for the Group when preparing
itsviability statement.
Going concern statement
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position,
areset out in the Strategic Report. The
financial position of the Group, its cash
flows, liquidity position and borrowing
facilities are described in the CFO’s Report
on pages 19 to 21. In addition, notes 20 and
21 to the consolidated financial statements
include the Group’s objectives, policies
and processes for managing its capital;
its financial risk management objectives;
details of its financial instruments and
hedging activities; and its exposures to
credit and liquidity risks. The Group meets
its funding requirements through internal
cash generation and bank credit facilities. At
30 June 2025, liquidity, as defined in note
30 to the consolidated financial statements,
amounted to £141.4million.
The Group’s base case forecasts are
based on the Board-approved budget and
three-year plan. They indicate sufficient
liquidity, debt cover and interest cover
throughout the going concern review period
to ensure compliance with current banking
covenants. The Group’s base case scenario
assumes:
• average revenue growth of c.4% per
annum, driven predominantly by volume
increases;
• raw material input costs growing at
levels consistent with expected revenue
growth;
• interest rates reducing in line with current
market expectations; and
• a Sterling to Euro exchange rate of
£1:€1.20.
The Directors have considered the Group’s
principal risks with the highest likelihood
of occurrence or the severest impact, and
the adverse effect this would have on
the Group’s financial forecasts. Changing
market, customer and consumer dynamics
could adversely impact revenue growth.
Lack of supply chain resilience influences
raw material and packaging input costs.
Economic, political and macro environment
instability potentially affects both revenue
growth and input costs, in addition to
market interest rates and foreign exchange
rates. Considering these risks, a severe but
plausible downside scenario to stress test
the Group’s financial forecasts has been
modelled, with the following assumptions:
• a 5% year-on-year reduction in revenue
in 2026;
• revenue growth reducing to 1% in 2027
and 2028, being half of the Group’s
long-term target of 2%;
• an increase in raw material and
packaging input costs compared to latest
forecasts;
• interest rates increasing by 100 basis
points; and
• Sterling appreciating significantly against
the Euro to £1:€1.25.
In the event that such a severe but plausible
downside risk scenario occurs, the Group
would remain compliant with current
banking covenants.
After reviewing the current liquidity
position, financial forecasts, stress
testing of potential risks and considering
the uncertainties described above,
and based on the currently committed
funding facilities, the Directors have a
reasonable expectation that the Group
has sufficient resources to continue
in operational existence and without
significant curtailment of operations for
the foreseeable future. For these reasons
the Directors continue to adopt the going
concern basis of accounting in preparing
the Group financial statements.
Viability statement
In accordance with the requirements of
the UK Corporate Governance Code 2018,
the Directors have performed a robust
assessment of the principal risks facing the
Group, including those that would threaten
its business model, future performance,
solvency or liquidity. The Board has
determined that a three-year period to
30June 2028 constitutes an appropriate
period over which to provide its viability
statement. The strategic plan under our
Compass strategy is based on detailed
action plans developed by the Group with
specific initiatives and accountabilities;
there is inherently less certainty in the
projections for years four and five.
The Group has a €200 million multi-currency,
sustainability-linked RCF, with a tenor to
November 2028, as well as an uncommitted
€75 million accordion feature and a number
of facilities whereby it could borrow against
certain of its trade receivables: in the UK,
a £20 million facility, committed until May
2026; inSpain, France and Belgium, an
unlimited facility committed until May 2026;
in Germany and Denmark, a €45 million
facility, committed until May 2026; and in
Italy, a €23 million facility, committed until
April 2028. The Group can borrow from the
provider of the relevant facility up to the
lower of the facility limit and the value of
the qualifying receivables.
The Group’s strategic plan assumes that
financing facilities will be available on an
appropriate basis and as required to meet
the Group’s capital investment and growth
strategies for the entire viability period.
In assessing the Group’s viability, the
Directors have considered the current
financial position of the Group and its
principal risks and uncertainties. The
analysis considers a severe but plausible
downside scenario, featuring the principal
risks from a financial and operational
perspective, with the resulting impact on
key metrics, such as liquidity headroom
and covenants. The downside risk scenario
assumes sensitivity around exchange rates
and interest rates, along with significant
reductions in revenue and cash flow over
the three-year period. The Group’s global
footprint, product diversification and access
to external financing all provide resilience
against these factors and the other principal
risks to which the Group is exposed.
Whilst the Group ends the year with net
current liabilities of £11.3 million (2024:
£26.0m), the Directors conclude that the
Group has access to sufficient financing
facilities in order to support this position.
After conducting their viability review,
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
three-year period of their assessment to
30June 2028.
The Strategic Report was approved by the
Board on 16 September 2025 and signed on
its behalf by:
Chris Smith
Chief Executive Officer
Financial Statements Additional InformationGovernance ReportStrategic Report
58 McBride plc Annual Report and Accounts 2025
Dear shareholder
On behalf of the Board, I am pleased to
present this year’s Governance Report and
the audited Consolidated and Company
Financial Statements for the year ended
30June 2025, and to update you on the
work of the Board and its Committees and
how we have discharged our responsibilities
during this financial year.
Board leadership
As Chairman, I am responsible for leading
and ensuring an effective Board. Pleasingly,
this year has seen the Group deliver
successfully upon its strategy and, as a
result, the Group’s performance has been
sustained at the record levels achieved last
year. In the year ahead, the Board will be
focused on building upon the foundations
laid this year and, in doing so, we expect
to deliver for our stakeholders and to
create further value for our shareholders.
I would like again to pay tribute to my
Board colleagues for their dedication and
outstanding support throughout the year.
Governance
The application of the Principles of the
2018 UK Corporate Governance Code (the
‘2018 Code’) is evidenced throughout this
AnnualReport.
We are accountable to all our stakeholders
for ensuring that governance processes are
in place and, from 1 July 2025, we are fully
committed to meeting the standards of the
new 2024 UK Corporate Governance Code
(the ‘2024 Code’) as far as it is in effect
and applies to a FTSE SmallCap company.
The table on page 61 provides details of
our compliance with the 2018 Code for
the financial year under review. We have
also been reviewing and, where necessary,
revising our corporate governance
processes to ensure that we are able to
comply with the 2024 UK Code on the basis
stated above.
Dividend
As outlined in the RNS dated 29 November
2024, as a result of the refinancing of the
Company’s RCF, the block on shareholder
distributions has now been removed,
permitting the Company to restore the
payment of dividends and consider share
buy-backs.
The Board is recommending a final dividend
of 3.0 pence per ordinary share for the
year ended 30 June 2025. Such dividend, if
approved by shareholders at the Company’s
Annual General Meeting, shall be payable on
28 November 2025 to all holders of ordinary
shares who are on the register of members
on 31 October 2025. As stated in the 2024
Annual Report, future dividends will be
final dividends paid annually in cash, not by
the allotment and issue of non-cumulative
redeemable preference shares (‘B Shares’).
Accordingly, the final dividend proposed for
the year ended 30 June 2025 will be paid in
cash ifapproved by the shareholders.
With the restriction on the redemption of
existing B Shares having been lifted as a
result of the refinancing of the Company’s
credit facility, B Shares will be redeemable
again (subject to any restrictions and
compliance with any formalities imposed by
the laws or regulations of, or any body or
authority located in, the jurisdiction in which
holders of B Shares are resident or to which
holders of B Shares are subject) but limited
to one redemption date falling in November
of each year. Further details of how to
redeem existing B Shares in November 2025
will be announced in duecourse.
S172 of the Companies Act 2006
Stakeholder interests are at the heart of
every strategic and operational decision
taken by the Board.
Our focus on discharging our
responsibilities to promote the success of
the Company in accordance with section 172
of the Companies Act 2006, and the impact
our decisions will have on our stakeholder
groups, is at the forefront of our minds at
every Board and Committee meeting.
Further information on our stakeholders,
how we have considered them in decisions
during the year and our engagement with
these stakeholders is set out on pages 23
to 26.
Board effectiveness
As Chairman, I am responsible for
ensuring we continue to have an effective
and functioning Board. We review our
effectiveness as a Board on an annual basis,
including an assessment of its Committees.
The internally led Board performance
review undertaken in June 2025 gave us
the opportunity to reflect on our own
performance and consider areas of focus
which will drive improvement and positive
change over the coming years. Further
details of the Board performance review
can be found in the Nomination Committee
Report on pages 70 to 71.
I will continue to work with my fellow
Directors and with the Company Secretary
to seek enhancements to the effectiveness
of the Board and our Board Committees
and create further focus on those areas
that the Board believes will make the most
impact in achieving long-term sustainable
success for the business.
Annual General Meeting (AGM)
The 2025 AGM will be held at Arbeta,
11Northampton Road, Manchester M40 5BP
on 20 November 2025 at 2.00pm.
Each ordinary share of the Company
carries one vote at General Meetings of the
Company. Shares held in treasury and the
BShares have no voting rights.
A shareholder entitled to attend, speak and
vote at a General Meeting may exercise
their right to vote in person, by proxy,
or in relation to corporate members, by
corporate representatives. To be valid,
notification of the appointment of a proxy
must be received not less than 48 hours
(excluding non-working days) before the
General Meeting at which the person named
in the proxy notice proposes to vote.
The Board would like to thank our
colleagues, investors, lender group,
customers and suppliers for their continued
support. I believe that your Board has
the right balance of skills, expertise and
experience to continue to support and
challenge management as we move
forward in embedding our business and
transformational strategies.
Jeff Nodland
Chairman
Chairman’s Introduction to Governance Report
Pleasingly, this year has seen
the Group deliver successfully
upon its strategy and, as a
result, the Group’s
performance has been
sustained at the record levels
achieved last year. In the year
ahead, the Board will be
focused on building upon the
foundations laid this
year and,
in doing so, we expect
to
deliver for our stakeholders
and to create further value for
our shareholders.
Jeff Nodland
Chairman
59 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Our Board
Jeff Nodland
Chairman
Appointed to the Board:
26 June 2019
Skills and experience:
Jeff has significant experience
in consumer chemicals
manufacturing businesses,
including both private label
and contract manufacturing
activities.
He was most recently
President and CEO of KIK
Custom Products, one of
North America’s largest
independent manufacturers
of consumer-packaged goods
(including branded and private
label products), retiring in
February 2019 after eleven
yearsinthe role.
During that time Jeff led the
financial turnaround and growth
of the business, both organically
and via acquisition.
Previously, Jeff held executive
positions at specialty chemical
businesses including Hexion
Speciality Chemicals, Inc.,
McWhorter Technologies and
The Valspar Corporation, with
responsibility for activities at a
number of chemical plants in
Europe. In addition, Jeff was
previously a Non-Executive
Director of Pioneer Recycling Inc.
Other roles:
Non-Executive Chair of
EcoSynthetix Inc., Partner
of Brenton Point Capital
Partners and Board member of
Trademark Cosmetics Inc.
Elizabeth McMeikan
Senior Independent
Non-Executive Director
Appointed to the Board:
14 November 2019
Skills and experience:
Elizabeth has extensive
experience within the consumer
goods and retail sectors,
including senior management
roles in operations and
marketing at Colgate Palmolive
and Tesco. This, combined
with her strong non-executive
experience, makes her a valued
member of the Board.
Her past appointments include
Senior Independent Director
and Remuneration Committee
Chair of Unite Group plc, Senior
Independent Director at J.D.
Wetherspoon plc and Senior
Independent Director and
Remuneration Committee Chair
at Flybe plc.
Other roles:
Non-Executive Chair of Nichols
plc, Senior Independent Director
and Remuneration Committee
Chair at Dalata Hotel Group plc,
Senior Independent Director
at Custodian Property Income
REIT plc and Non-Executive
Director and Chair of the Audit
Committee of Fresca Group Ltd.
Chris Smith
Chief Executive Officer
Appointed to the Board:
7 January 2015
Skills and experience:
Chris joined the Company in
2015 as Chief Financial Officer.
During the period 22 July 2019
to 1 November 2019 he held
the position of Interim Chief
Executive Officer and on 11 June
2020 he was appointed to the
role of Chief Executive Officer.
Chris’s career spans over
30 years working in listed
manufacturing businesses
in highly competitive global
industries. He brings extensive
experience of international
leadership in multi-site and
multi-country organisations,
covering mostly the UK, Europe
and Asia Pacific.
From 2008 to 2014, Chris was
Group Finance Director at
API Group plc, the AIM-listed
specialty metallic film, foil and
laminates producer. Other
previous roles have included
Scapa plc, where he was
Finance and IT Director for
Europe and Asia, and also a
number of senior finance roles
at Courtaulds plc, where he
gained extensive international
experience, including overseas
positions based in Germany and
Hong Kong.
Alastair Murray
Independent
Non-ExecutiveDirector
Appointed to the Board:
2 August 2021
Skills and experience:
Alastair, a chartered
management accountant, brings
a strong financial background,
having operated as Chief
Financial Officer of Premier
Foods plc until August 2019. He
has recent and relevant financial
experience across a number
of listed companies, including
Premier Foods plc, Dairy
Crest plc and The Body Shop
International plc.
As well as a background in
finance, Alastair has significant
experience in corporate strategy,
restructuring and M&A.
Other roles:
Independent Member of the
Audit and Risk Committee for
the Department for Education
and Non-Executive Director
and Chair of the Audit and
Risk Committee at Greencore
Groupplc.
Mark Strickland
Chief Financial Officer
Appointed to the Board:
4 January 2021
Skills and experience:
Mark has operated at the
C-Suite level for more than 25
years, possessing extensive and
hands-on finance experience
across chemicals, logistics,
retail/own label food businesses,
B2B/B2C services, insurance
and financial services.
More recently, Mark has been
involved in a number of business
turnarounds/transformations
and has delivered a number of
successful private equity exits
(having worked with CBPE,
Apollo and Promethean).
Immediately prior to joining
McBride, he was Interim Chief
Financial Officer at The AA plc.
Mark has an MBA from
Manchester Business School and
is a Fellow member of CIMA.
Regi Aalstad
Independent Non-Executive
Director (and designated
Non-Executive Director for
employee engagement)
Appointed to the Board:
14 March 2022
Skills and experience:
Regi has extensive leadership
experience in global fast-moving
consumer goods. She has held
Regional General Manager and
Vice President positions with
Procter & Gamble (P&G) in
Europe, Asia, the Middle East
and Africa. She first joined
P&G in the Nordics within the
laundry and cleaning sector.
Regi is currently a Non-
Executive Director, operating
internationally, and she also
works as an adviser to private
equity companies and as a
coach.
Regi holds a Master of Business
Administration from the
University of Michigan, USA.
Regi has previously held
Non-Executive Director
positions at Telenor ASA,
Geberit AG and Plair SA, and as
chair of an international NGO.
Other roles:
Non-Executive Director at
Billerud AB, C-Loop Packaging
AB and Gmelius SA, and a
Director of Regina Sarl.
Key:
Audit and Risk Committee Nomination Committee Remuneration Committee Chair
60 McBride plc Annual Report and Accounts 2025
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The Board is pleased to report that the Company has applied the Principles and complied
with the provisions of the UK Corporate Governance Code 2018 (the ‘2018 Code’) for its
financial year ended 30 June 2025. The 2018 Code is published by the Financial Reporting
Council, a full copy of which can be viewed on its website www.frc.org.uk. The Board
acknowledges the release of the UK Corporate Governance Code 2024 (the ‘2024 Code’)
in January 2024. The Company will report on compliance with the 2024 Code from the
financial year commencing on 1 July 2025, except for Provision 29, which will apply to the
Company from 1 July 2026.
The table below provides a guide to the most relevant explanations for how the Company
has complied with each Principle.
Board leadership and Company purpose Page reference
A. An effective and entrepreneurial Board promotes the long-term
sustainable success of the Company, generating value for
shareholders and contributing to wider society.
pages 1 to 58, 60
and 62 to 67
B. Purpose, values and strategy are set and align with culture,
which is promoted by the Board.
pages 5 to 10, 34, 62
to 67 and 82
C. Resources allow the Company to meet its objectives and
measure performance. A framework of controls enables
assessment and management of risk.
pages 39, 49, 53 to
57 and 76 to 79
D. Engagement with shareholders and stakeholders is effective and
encourages their participation.
pages 23 to 26 and
62 to 63
E. Oversight of workforce policies and practices ensures
consistency with values and supports long-term sustainable
success. The workforce is able to raise matters of concern.
pages 23, 34 to 38,
62 to 63 and 67
Division of responsibilities Page reference
F. The Chairman is objective and leads an effective Board with
constructive relations.
pages 59 to 60 and
64 to 67
G. The Board comprises an appropriate combination of
Non-Executive and Executive Directors, with a clear division
ofresponsibilities.
pages 59 to 60 and
64 to 65
H. Non-Executive Directors commit appropriate time in line with
their role.
pages 66, 68, 73
and 98
I. The Company Secretary and the correct policies, processes,
information, time and resources support Board functioning.
pages 62 to 67
Composition, succession and evaluation Page reference
J. There is a procedure for Board appointments and succession
plans for Board and senior management which recognise merit
and promote diversity.
pages 59 and 68
to 72
K. There is a combination of skills, experience and knowledge
across the Board and its Committees. Tenure and membership
are regularly considered.
pages 60, 64, 65
and 68 to 72
L. Annual evaluation of the Board and Directors considers overall
composition, diversity, effectiveness and contribution.
pages 59 and 69
Audit, risk and internal control Page reference
M. Policies and procedures ensure the independence and
effectiveness of internal and external audit functions. The
Board satisfies itself of the integrity of financial and narrative
statements.
pages 73 to 79
N. A fair, balanced and understandable assessment of the
Company’s position and prospects is presented.
pages 1 to 58, 79
and 104 to 124
O. Procedures manage and oversee risk, the internal control
framework and the extent of principal risks the Company is
willing to take to achieve its long-term strategic objectives.
pages 53 to 57, 63
and 73 to 79
Remuneration Page reference
P. Remuneration policies and practices are designed to support
strategy and promote long-term sustainable success, with
executive remuneration aligned to Company purpose, values
andstrategic delivery.
pages 80 to 86
Q. A transparent and formal procedure is used to develop policy
and agree executive and senior management remuneration.
pages 80 to 81 and
97
R. Independent judgement and discretion is exercised over
remuneration outcomes taking account of the relevant wider
context.
pages 80 to 86 and
97
Compliance with the UK Corporate
Governance Code 2018
61 McBride plc Annual Report and Accounts 2025
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Introduction
In this Annual Report we report on how we
have applied the main Principles of the 2018
Code and followed its recommendations.
A cross-referencing table to each Code
Principle can be found on page 61.
The Governance Report complements the
Strategic Report and explains how the
Board operates within a robust governance
framework, which underlies the work of
the Directors to ensure that the Company’s
purpose, values, strategy and culture are
aligned. The Board’s role is promoting
the Group’s long-term success; setting
its strategic aims and values; supporting
leadership to put them into effect;
supervising and constructively challenging
leadership on the operational running
of the business; ensuring a framework
of prudent and effective controls; and
reporting to shareholders on the Board’s
stewardship. We trust that the Strategic and
Governance Reports together enable our
stakeholders to assess the effectiveness of
those frameworks and the quality of their
outcomes.
Business model, strategy and risks
Strategy
Good progress was made in implementing
the Transformation programme during
the year, which continued to drive
improvements in the areas of productivity,
Service Excellence, Commercial Excellence
and investment in best-in-class technology.
The Transformation programme is central
to the Company achieving its strategic
objectives and ensuring sustained margin
improvement and revenue growth.
As a Board, we reviewed the strategic
direction of each division during the year.
The review again confirmed the Compass
approach, divisional organisation and the
strategic direction of each division, whilst
reaffirming the fact that our purpose,
vision and values continue to set the right
objectives for the Group. On pages 27 to
39 we explain our approach to enhancing
the sustainability of our business, whilst
outlining some of the key initiatives we are
taking to create value for our customers,
employees, shareholders and society.
Further details on strategic topics assessed
by the Board during 2025 can be found on
page 63.
Purpose, values and culture
McBride’s purpose, values and culture
have sustainability at their heart. Whilst
we operate through five divisions, we
have a single vision and purpose and
common values. Our guiding principles
of focused profitable growth, backed by
effective execution and a strong McBride
identity, provide strategic direction towards
achieving our vision and purpose and
delivering long-term sustainable success.
Asexplained in the Strategic Report, to
fulfil our commitment to our stakeholders to
govern responsibly, we need to ensure that
we have a full understanding of the impact
of our products and the way we conduct
business, on people and the environment.
Our sustainability framework is therefore
based around four objectives:
• product and design;
• production and operations;
• our people; and
• community and society.
McBride continues to encourage a sense
of belonging and employee engagement
to ensure a motivated and productive
workforce. We are continuing to focus on
the development of our people and on
promoting a diverse and inclusive culture.
The measurements the Board uses to
evaluate culture continue to evolve and
include employee engagement surveys,
senior leaders’ pulse surveys and monitoring
HR statistics such as absenteeism, employee
turnover, learning and development
completion rates and safety incidents.
Some of these are already part of our
non-financial KPIs as set out in the Strategic
Report. Regi Aalstad has continued in
her role as designated Non-Executive
Director for employee engagement and her
attendance at the European Works Council
meetings has also assisted the Board in
evaluating our culture.
Stakeholder engagement
The Board is aware of its obligations both
collectively and individually to promote the
success of the Company for the benefit of
its stakeholders as a whole: its workforce,
its customers, its suppliers, its shareholders
and its communities. Having an overall
understanding of our stakeholders’
perspectives and values, and considering
them in our decision making and planning,
is crucial to the Group’s continued
success and we value their broad range of
perspectives. Comprehensive engagement
allows us to make informed decisions,
whilst considering the consequences of our
actions on the different stakeholder groups.
The Board is mindful of all of the Group’s
stakeholders when making decisions of
strategic importance.
Workforce engagement
In accordance with Provision 5 of the 2018
Code, the Board appointed Regi Aalstad,
independent Non-Executive Director, as
the designated Non-Executive Director for
employee engagement in November 2022.
As stated above, Regi has continued in this
role in the financial year under review.
During the year, the Board visited a number
of the Group’s manufacturing plants and
offices, and spent time with our colleagues.
Engaging with the workforce, both formally
and informally, is a priority for the Board to
ensure that we are aware of the views of the
workforce and can address any concerns
they may have.
The Board also received feedback from
the Group’s DEI survey, and inputted into
how that could lead to the creation of the
inclusion, belonging and fairness strategy,
a refreshed and intentional framework that
builds on our previous DEI efforts.
Customer engagement
Engagement with customers is at the
operational level. The Board receives regular
updates from the CEO and members of
the senior management team on customer
sales performance and ongoing customer
engagement. These updates assist the
Board in developing and maintaining its
understanding of any potential issues and
how these could be addressed. Further
details of engagement with customers can
be found on page 24.
Supplier engagement
Further details on engagement with our
suppliers can be found on page 25.
Corporate Governance Statement
62 McBride plc Annual Report and Accounts 2025
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Corporate Governance Statement continued
Governance and risk
Matters considered
• Approved the Annual Report and
Accounts
• Approved the business to be considered
at the AGM
• Shareholder discussion and feedback
• Received updates from the Audit and Risk
Committee, Nomination Committee and
Remuneration Committee
• Approved Committee Terms of Reference
• Corporate policies review and approval
• Corporate governance horizon scanning
• Health and safety updates
• Sustainability updates
• Insurance programme renewal
• Litigation updates
Market and economic environment
Matters considered
• Market and customer development
updates
• Competitor activity analysis
• Raw material market updates
• Inflation outlook
• Sales and pricing activity reviews
• Purchasing performance and feedstock
forecasts
• Forward outlook for FX and interest rates
Trading, financial and operational performance
Matters considered
• Financial management and performance
• Banking, tax and treasury strategy and
policy reviews
• Review and approval of three-year plans
and budgets
• Review of pricing strategy
• Divisional performance reviews
• Refinancing of the Group’s banking
facilities
• Approval of full-year and half-year
announcements and other trading
updates
• Annual Report and Accounts review
andapproval
• Consideration of shareholder views and
analyst expectations
• Consideration of reintroducing dividends
to ordinary shareholders
• Consideration of the share price performance
• Review of the management of the defined
benefit pension scheme, including the
triennial valuation
• Review of the colleague DEI survey
Strategic development opportunities
Matters considered
• Review of divisional and organisational
strategies
• Key operational project progress reviews,
including major capital expenditure
investment proposals
• Transformation programmes
• Overseeing strategic implementation
• M&A opportunities
• Review of talent strategy
• Regulatory affairs updates
Training
Matters considered
• Sustainability
• Environmental reporting
• Cyber security
• Artificial intelligence
• Diversity, equity and inclusion
• 2024 UK Corporate Governance Code
Stakeholder engagement continued
Communities
The Board is conscious of the need to
positively impact the communities living
and working around us by providing
employment within our communities and
by our increased focus on ESG initiatives.
Further details of engagement within our
communities can be found on page 26.
Shareholder engagement
The Board recognises the importance of
regular, open and constructive dialogue
with shareholders throughout the year.
The Board welcomes the opportunity to
openly engage with shareholders and help
them understand our business. Details of
engagement with shareholders can be
found on page 25.
Board activity in 2025
Included here is a non-exhaustive list
of areas of focus, actions and decisions
taken by the Board during the year.
The Board’s focus hasprincipally been
on: (i) governance and risk; (ii) the
market and economic environment;
(iii) trading, financial andoperational
performance; (iv) strategicdevelopment
opportunities; and (v) training.
63 McBride plc Annual Report and Accounts 2025
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Corporate Governance Statement continued
Operational management
The management of the Group’s business
activities is delegated to the CEO, who
is ultimately responsible for establishing
objectives and monitoring executive actions
and for the overall performance of the
business. The day-to-day management
and global governance of the business is
delegated to members of the Executive
Committee on a structured functional basis.
As at 30 June 2025, the membership of
the Executive Committee comprised the
Chief Executive Officer, the Chief Financial
Officer, the Divisional Managing Directors of
the three largest divisions, namely Liquids,
Unit Dosing and Powders, and the Chief HR
Officer.
The Audit and Risk Committee
The Board has established an Audit and Risk
Committee of independent Non-Executive
Directors. The Audit and Risk Committee
is responsible for monitoring the integrity
of the financial statements, reviewing the
effectiveness of internal controls and risk
management systems and overseeing the
relationship with the independent auditors.
Details of its composition and work during
the year are set out in the Audit and Risk
Committee Report on pages 73 to 79. The
Board is satisfied that the Chair of the Audit
and Risk Committee has recent and relevant
financial experience including competence
in accounting.
The Remuneration Committee
The Board has established a Remuneration
Committee, the composition and role
of which is set out in the Remuneration
Committee Report. The Remuneration
Committee ensures that the remuneration
policies and practices are designed to
support the Company’s strategy and
promote long-term sustainable success.
Further details of the work of the
Remuneration Committee throughout the
year can be found on pages 80 to 99.
Board Committees
The Board is directly assisted in the
discharge of its duties by three Board
Committees: the Nomination Committee,
the Audit and Risk Committee and the
Remuneration Committee. The remit,
authority and composition of the
Committees is monitored to ensure effective
Board support. Each Committee provides
dedicated focus to a defined area of
responsibility with the nature of delegated
work ranging from a recommendation being
made to the Board or, if within its agreed
authority, a final decision being taken on
behalf of the Board. Further information on
the specific role of each Committee is set
out in their respective reports on pages 68
to 99.
The Nomination Committee
The Board has established a Nomination
Committee. The Nomination Committee is
responsible for setting out and monitoring
the Board’s succession plans, reviewing the
composition and diversity of the Board and
proposing new appointments to the Board.
Further detail of the composition of the
Nomination Committee and its work during
the year can be found on pages 68 to 72.
The Board
The Board has collective responsibility
for leading the Group and promoting its
long-term success. It has the prime role of
confirming the Group’s purpose and vision
and agreeing a sustainable strategy that
supports its purpose. It is responsible for
setting cultural expectations that drive
ethical and responsible business conduct.
As at 30 June 2025, the Board of Directors
comprised the Non-Executive Chairman,
three independent Non-Executive Directors
and two Executive Directors. Additional
responsibilities assigned to certain
Non-Executive Directors are explained
onpage 65.
The composition of the Board is subject
to review and is a responsibility delegated
to the Nomination Committee. Details of
the tenure, gender, nationality and relevant
experience of Board members are set
outbelow.
0-6 years 4
6-9 years 1
9+ years 1
Male 4
Female 2
British 4
Norwegian 1
American 1
Manufacturing 5
Finance 3
Retail 1
Chemicals 1
Board composition as at 30 June 2025
Tenure Gender Nationality Relevant experience
64 McBride plc Annual Report and Accounts 2025
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Corporate Governance Statement continued
How the Board operates
Boardroom culture
The Board recognises the importance of
establishing the right culture and values and
communicating this message consistently
throughout the organisation. It is important
that the Board provides strong and effective
leadership, constructive challenge and
accepts collective accountability for the
long-term sustainable success of the Group.
In so doing, it will continue to drive and
deliver our strategy in the best interests
ofall our stakeholders.
A strong feature of the Board’s effectiveness
in delivering the Group’s strategy is our
inclusive and open style of interaction which
benefits from a free flow of information
between the Executive and Non-Executive
Directors. The size of our Board encourages
Directors to discuss matters openly and
freely and to make individual contributions
through the exercise of their personal
skills and experience. No individual has
unfettered powers of decision making.
All Directors communicate with each other
on a regular basis and contact with the
Group’s senior managers is sought and
encouraged. In-person Board meetings have
been held at various site locations across
the Group in both 2024 and 2025.
Chief Executive Officer
Responsible for:
• effective leadership and development
of the executive management team and
operational running of the Group;
• developing and implementing the
Group’s business model and strategy;
• effectively communicating the Group’s
strategy and performance; and
• building positive relationships by
engaging appropriately with all internal
and external stakeholders.
Chief Financial Officer
Responsible for:
• deputising for the Chief Executive
Officer;
• proposing policy and actions to support
sound financial management, including in
relation to funding and net debt;
• leading the Finance, Tax, Treasury and
ITfunctions;
• leading on mergers and acquisitions; and
• overseeing the defined benefit pension
scheme.
Company Secretary
Responsible for:
• compliance with Board procedures and
supporting the Chairman of the Board;
• ensuring the Board has high-quality
information, adequate reading time and
the appropriate resources;
• advising and keeping the Board updated
on corporate governance developments;
• considering Board effectiveness in
conjunction with the Chairman;
• facilitating the Directors’ induction
programmes and assisting with
professional development; and
• providing advice, services and support to
the Directors as and when required.
Senior Independent Director
Responsible for:
• providing a sounding board for the
Chairman and acting as an intermediary
between other Directors when necessary;
• evaluating the performance of the
Chairman on behalf of the Directors; and
• being available to shareholders, where
contact through the Chairman or
Executive Directors is not appropriate.
Non-Executive Directors
Responsible for:
• providing the skills, experience and
knowledge to assist the Board’s decision
making;
• challenging and assisting with developing
and establishing objectives and
monitoring the Group’s business model
and strategy;
• measuring and reviewing the
performance of the Executive Directors;
• providing independent insight and
support and advice to the Executive
Directors;
• reviewing Group financial information
and overseeing the effectiveness of the
Company’s internal controls;
• reviewing succession plans for Board
Directors and senior managers and
supporting inclusion and diversity; and
• setting policy in respect of Executive
Director remuneration.
Roles within the Board
The roles of the Chairman and the Chief
Executive Officer are separate and there is a
clear division of responsibility between the
executive and non-executive members of
the Board. Details of these responsibilities
are set out below:
Chairman of the Board
Responsible for:
• overall leadership and governance of the
Board, ensuring it operates effectively
in terms of agenda setting, information
management, induction, development
and performance review;
• maintaining a focus on strategy,
performance and value creation and the
assessment of significant risks in the
implementation of strategy;
• ensuring the Board as a whole has a clear
understanding of shareholder, customer
and workforce views;
• promoting a healthy culture of challenge
and debate at Board and Committee
meetings and encouraging constructive
debate and decision making;
• fostering effective relationships and open
communication between all Directors;
• ensuring both Board and shareholder
meetings are properly conducted; and
• developing a supportive working
relationship with the Chief Executive
Officer.
65 McBride plc Annual Report and Accounts 2025
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Corporate Governance Statement continued
Time commitment
The expected time commitment of the
Chairman and Non-Executive Directors is
agreed and set out in writing in the letters
of appointment confirming their position.
The existing demands on a Non-Executive
Director’s time are assessed on appointment
to confirm their capacity to take on the
role. The Nomination Committee reviews
Directors’ external commitments annually
to ensure they still have sufficient capacity
to fulfil their role. Further appointments
which could impair their ability to meet
these arrangements can only be accepted
following approval by the Board. The
takingon of any external appointment
byan Executive Director is subject to
Boardconsent.
There were seven scheduled meetings in the
year to 30 June 2025. Scheduled meetings
of the Board follow an agreed format,
with agendas developed by the Chairman,
Chief Executive Officer and Company
Secretary, who consider the Board’s annual
plan of business and the current status
of projects, strategic workstreams and
overarching operating content. Adequate
time is allocated to support effective and
constructive discussion of each item. An
electronic resources portal allows efficient
navigation of Board papers.
Although the Articles require the Directors
to submit themselves for re-election
at every third AGM, in line with the
requirements of the 2024 Code, all
Directorsare subject to annual re-election
at the AGM.
The biographies for each Director seeking
re-election are set out in the 2025 Notice
of Meeting. These provide details of the
skills and experience which demonstrates
why each Director’s contribution is,
and continues to be, important to the
Company’s long-term sustainable success.
The Board, its Committees and the
individual Directors participate in an annual
performance review. Further details of the
performance review process can be found
in the Nomination Committee Report on
pages 70 to 71.
The Committee confirmed the continuing
independent and objective judgement
of all the Non-Executive Directors. The
performance review process also confirmed
that the performance of all the current
Directors standing for re-appointment
continued to be effective and demonstrated
that the Board has the necessary range of
skills, knowledge and diversity of thought.
Policies
Whilst the Board takes overall responsibility
for approving Group policies, including
those relating to business ethics, health
andsafety, environmental matters, anti-
bribery and corruption and whistleblowing,
their implementation is delegated to the
Chief Executive Officer and cascaded
throughout the organisation via the
Executive Committee and the various
functional teams.
Any amendments to the Articles can only
be made by special resolution at a General
Meeting of shareholders.
Subject to the Articles and the Companies
Act 2006 and any directions given by
special resolution, the business of the
Company is managed by the Board who
may exercise all the powers of the Company.
Conflicts of interest
In line with the Companies Act 2006 and
the Articles, the Company has a strict
process in place to manage conflicts
ofinterest.
A Director who becomes aware that they or
their Connected Persons have an interest in
an existing or proposed transaction with the
Company is required to declare that interest
at a meeting of the Board. Such disclosures
are recorded and compliance reviewed at
each meeting. Under the powers granted
by the Articles, the Board is authorised to
approve such conflicts where appropriate.
No Director had a material interest at any
time in any contract of significance with the
Company other than their service contract
or letter of appointment.
Re-election of Directors
The Board is satisfied that all the Directors
standing for re-election perform effectively
and demonstrate commitment to their
roles. This has been demonstrated during
the year by the willingness of the Directors
to attend additional Board meetings, as
well as from the general support they have
given to the Executive Directors and senior
managers. When appropriate, any changes
to the commitments of any Director are
considered in advance by the Board to
ensure they are still able to fulfil their duties
satisfactorily.
Independence
All Non-Executive Directors have been
appointed for their specific areas of
knowledge and expertise. They are
independent of management and exercise
their duties in good faith based on
judgements informed by their personal
experience. This ensures that matters can
be debated constructively in relation to
both the development of strategy and
assessment of performance against the
objectives set by the Board.
It is believed that the balance between
non-executive and executive representation
continues to encourage healthy
independent challenge.
Powers of Directors
The powers of the Directors are determined
by the Articles of Association (‘Articles’),
which are available on our website, UK
legislation, including the Companies
Act 2006, and any directions given by
the Company in a General Meeting. The
Directors are authorised by the Company’s
Articles to issue and allot ordinary shares
and to make market purchases of the
Company’s own shares. These powers are
referred to shareholders for renewal at
eachAGM.
The appointment and replacement of
Directors is governed by the Company’s
Articles, the 2024 Code from 1 July 2025
(with the 2018 Code applying up to
30June2025), the Companies Act 2006
and related legislation.
The Directors may from time to time
appoint one or more Directors. As required
by the Articles, any Director appointed
during the year will be required to step
down and stand for election at the
nextAGM.
66 McBride plc Annual Report and Accounts 2025
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Board attendance
The table below shows the attendance at the scheduled Board and Committee meetings during the year to 30 June 2025.
Directors Role Board Nomination Audit and Risk Remuneration
Number of meetings held in the year 7 4 4 4
Jeff Nodland Chairman 7/7 4/4 — 4/4
Chris Smith Chief Executive Officer 7/7 — — —
Mark Strickland Chief Financial Officer 7/ 7 — — —
Elizabeth McMeikan Senior Independent Non-Executive Director 7/7 4/4 4/4 4/4
Alastair Murray Independent Non-Executive Director 7/7 4/4 4/4 4/4
Regi Aalstad Independent Non-Executive Director 7/7 4/4 4/4 4/4
The Corporate Governance Statement was approved by the Board on 16 September 2025 and signed on its behalf by:
Jeff Nodland
Chairman
Board and other meetings
Board papers are prepared and issued prior
to each Board meeting to allow Directors
sufficient time to give due consideration
to all matters. Directors are able to take
independent professional advice, if
necessary, at the Company’s expense.
The Board holds a minimum of seven
meetings a year at regular intervals.
Additional meetings are held on an ad hoc
basis as and when required.
From time to time, the Board authorises the
establishment of an additional committee or
sub-committee to consider and, if thought
fit, approve certain items of business.
During the year, the Non-Executive
Directors have met without Executive
Directors being present before or after
each scheduled Board meeting. The Senior
Independent Director has sought and
obtained feedback from the Non-Executive
Directors without the presence of the
Chairman as part of the Board performance
review exercise.
Corporate Governance Statement continued
67 McBride plc Annual Report and Accounts 2025
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The Committee’s focus this
year has been succession
planning, talent management
and on continual improvement
in the areas identified through
the Board evaluation, building
on the significant progress
previously made.
Jeff Nodland
Chair of the
Nomination Committee
Dear shareholder
On behalf of the Nomination Committee,
I am pleased to presentthe Nomination
Committee Report for the year ended
30June 2025.
The Committee’s key objective is to ensure
that the Board comprises individuals
with the appropriate skills, knowledge,
experience and diversity to ensure that
McBride can fulfil its purpose, achieve its
vision and execute its strategy.
Composition of the
NominationCommittee
I chair the Nomination Committee and was
regarded as independent on appointment.
I will not chair the Committee when it is
dealing with matters of succession to the
Chairmanship of the Board or assessment of
the Chairman of the Board’s performance.
The Committee also comprises three other
independent Non-Executive Directors:
Elizabeth McMeikan, Regi Aalstad and
Alastair Murray. As reported on page 67, the
Committee held four formally scheduled
meetings during the year, with each
Committee member attending all meetings.
Induction, development and support
On appointment, all new Directors undergo
a formal and in-depth induction programme
to provide them with an appropriate
understanding of the business and what
is expected of them in their role as a
Director. This involves site visits, meetings
with senior management and provision of
access to key documents relating to their
role. External training may also be provided
by independent legal advisers in relation
to the key duties of Directors and required
governance principles.
The Board recognises the importance of
ongoing training and development to ensure
Directors have the skills and knowledge
to discharge their duties effectively. This
can take the form of briefing papers and/
or presentations on strategic, regulatory
and legislative developments and other
topics of specific relevance to ensure that
the Directors continually update their
knowledge of, and familiarity with, the
Group’s business and the markets in which
we operate. During the year, the Board
received training updates on a quarterly
basis from the Company’s Group Head of
Sustainability. The Board was provided
with external training on cyber security
and diversity, equity and inclusion (with
the strategy now having been renamed as
inclusion, belonging and fairness, building
on the DEI work previously undertaken),
aswell as internal presentations on artificial
intelligence, environmental reporting and
the 2024 UK Corporate Governance Code.
All Directors have access to the Company
Secretary, who is responsible for ensuring
that Board procedures are followed and that
the Company complies with all applicable
rules, regulations and obligations governing
its operations.
Key responsibilities of the
Nomination Committee
Details on our key responsibilities can be
found below and in our Terms of Reference
at www.mcbride.co.uk.
Nomination Committee Report
Board composition
• Review the ongoing composition of the
Board and its Committees to ensure
they have the necessary expertise and
experience to discharge their role now
and in the future.
• Lead the appointment process for
newDirectors.
Succession planning and talent
management
• Ensure adequate plans are in place for
effective succession planning at Board
and management level.
• Review the measures in place for the
development and retention of senior
management.
Diversity and inclusion
• Ensure a balance of skills, knowledge,
experience and diversity on the Board.
• Encourage diversity throughout the
Group and oversee a diverse pipeline
forsuccession.
• Review the Board’s monitoring of
diversity and inclusion initiatives
to ensure compliance with the
Board’spolicy.
Governance
• Oversee the Board performance review
process.
• Agree an action plan addressing the
results of the annual performance
reviewprocess.
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Key responsibilities of the Nomination Committee continued
Committee activities
Our principal activities during 2025 and up to the date of approval of this Annual Report were as follows:
Board composition Reviewed the Board’s skills matrix and the Board and Executive Committee Diversity and Board Succession Policies. The Committee reviewed
and considered the performance and contribution made by each of Alastair Murray and Regi Aalstad as part of reviews conducted pursuant
to the succession planning procedures. The Committee confirmed their effectiveness in their respective roles and acknowledged their
valuable contributions to Board debates and, in the case of Alastair, effective chairmanship of the Audit and Risk Committee and, in the case
of Regi, effective performance as designated Non-Executive Director for employee engagement. The Committee approved an additional term
of three years for each of Alastair and Regi.
Re-election of Directors After considering the individual contributions made by the Directors, it was recommended to the Board that all Directors be proposed for
re-election at the 2025 AGM.
Review of performance and
effectiveness during 2025
Undertook a review of the Board and the Committee’s performance and effectiveness as part of the annual Board performance review and
considered progress against actions identified in the prior year Board evaluation.
Conflicts of interest and independence Informed the Board of updates to the Conflicts of Interest Register.
During the year, all independent Non-Executive Directors were considered to have maintained independence throughout the year.
External commitments and
Director performance review
As a general principle, the Committee takes the view that Non-Executive Directors should have no more than four, and for Executive Directors
no more than one, additional listed mandates.
The Board has concluded that each Non-Executive Director has sufficient time to discharge their duties as a Director of the Company, taking
into consideration their external appointments and commitments. The Committee will continue to review the external commitments of each
Director on an annual basis.
Details of the Directors’ external commitments can be found on page 60.
The Chairman assessed the performance of all Directors during the course of the year and met with each Non-Executive Director to discuss
their performance and contribution to the Board. Directors’ duties under section 172 of the Companies Act 2006 are referenced in the
minutes at the beginning of every meeting.
Board and Executive Committee
Inclusion and Diversity Policy
The Board and Executive Committee-level policy on diversity was reviewed to ensure the ongoing relevance of the Board’s, its principal
Committees’ and the Company’s Executive Committee’s membership to a global manufacturing company in today’s world. The diversity
targets detailed in the policy and progress in achieving them were reviewed. Further details are set out on page 71.
Succession, talent and capability The Board received various updates on executive and senior leader talent and succession planning, which enabled the Directors to monitor
the internal talent pipeline and provide feedback. This update included analysis of the gender diversity of the talent pool, with a view towards
continuing to improve diversity over the longer term.
Work was undertaken with Korn Ferry on a Leadership Enterprise Success project focused on the Executive Committee members.
Nomination Committee Report continued
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Nomination Committee Report continued
Assessing Board performance
Progress against 2024 actions
In last year’s Annual Report, the Board reported on the key areas of focus from the 2024 Board evaluation. The table below sets out the Board’s progress in the key areas of focus.
Key areas of focus
from our 2024 evaluation
Actions to be taken
throughout the year Progress
Big trends and long-term view Focusing more on the big trends, specifically
how major shifts in markets, as well as in
customer needs and expectations, are being
anticipated and incorporated into the strategy,
coupled with a shift in Board focus to a
more long-term view, now that the period
ofinstability has passed.
• The Board is now ensuring that bigger trends are given greater focus and this is
reflected in Board topics and store visits.
• There is an increased use of data to capture big trends.
• More regular dialogue is being engaged in with customers to ensure their needs and
expectations are understood and met.
• Board reports and discussion are more focused on the long term.
Emerging technology Giving more consideration to the opportunities
and risks presented by emerging technology
and how they are being reflected in the
strategy.
• Technology is being assessed and implemented in the Group’s strategy (for example,
through the Group’s Transformation and Sustainability programmes).
• Training has been provided on artificial intelligence, including looking at the
opportunities and risks it presents.
• Key risks and mitigants are presented to the Board via the Audit and Risk Committee.
Risk Continuing to further improve the oversight
ofrisk, particularly cyber risk.
• Key risks are presented to the Board via the Audit and Risk Committee.
• Training is provided on key areas, including cyber risk and artificial intelligence.
• Insurance has been put in place to cover key risk areas, including cyber, and other action
taken to improve the Group’s resilience.
2025 Board performance review process
The Board recognises the importance and benefits of continually monitoring the Board’s effectiveness. In June 2025, the Board conducted an online performance review, led by the
Chairman. The review used Independent Audit Limited’s (‘Independent Audit’) online system, Thinking Board
©
Evaluator, as the basis of the review. The respondents included the Board
and the Company Secretary, who anonymously answered questions derived from the Thinking Board
©
library. A report was prepared by Independent Audit based on the results of the
self-assessment, which Independent Audit then presented to the Committee. No interviews or document reviews were conducted as part of this exercise, and the report was based solely
on the information gathered through the questionnaires.
The evaluation covered themes regarding what the Board does in the areas of strategy, the management team, financial oversight, risk management, people and culture, and stakeholders,
as well as how the Board does this looking at the areas of composition, dynamics, information, meetings, its Committees and development. The Chairman held or will hold one-to-one
discussions with each Director to discuss areas of focus for the year ahead.
The Senior Independent Director, Elizabeth McMeikan, received feedback from the Non-Executive Directors with regard to the Chairman’s performance separately to the Board evaluation.
Elizabeth discussed the feedback and any areas of development with the Chairman.
70 McBride plc Annual Report and Accounts 2025
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Nomination Committee Report continued
Assessing Board performance continued
2025 Board evaluation findings
The Board’s main strengths identified by the evaluation were:
• the Board relationships between Non-Executive Directors and Executive Directors,
with a good level of trust cited;
• healthy Board dynamics;
• effective chairmanship of the Board and the Committees;
• the Board feeling comfortable in their ability to constructively challenge; and
• the quality of the information received.
Areas of focus
for 2026 Commentary and actions
Risk Continuing to further improve oversight of risk, particularly in terms
of how well the Board is prepared for a crisis.
Culture Continuing to further improve oversight of establishing and
embedding the Group’s culture.
Succession Further developing succession planning for the Group’s
Non-Executive Directors.
Succession planning
During the year, the Committee continued to develop its succession plan for all Board
roles to ensure that appointments are made of individuals who have the appropriate skills,
experience and personal characteristics.
Our succession planning involves the following steps:
Identify those roles that are
subject to formal succession
planning
Identify internal talent or
external sources to which
recruitment will be directed
Define the skills, competencies
and experience required of
individuals to undertake
thoseroles
Assess the individuals to
undertake the roles
In 2021, the Board approved a formal succession plan considering the Group’s strategy and
structure, the size and composition of the Board, the terms of appointment for the current
Directors and the skills and expertise that McBride will need going forward. Short-term and
medium-term plans were put in place for all roles subject to formal succession planning.
TheCommittee currently believes that the Board is of an appropriate size and has the skills
required for the Company’s current requirements but continues to keep this under review
andwill look to implement the succession plan as and when it believes that there is a
requirement for new Directors.
The Committee has reviewed the succession plan to ensure that it continues to support
the development of a diverse pipeline with particular focus on key senior employees.
Whereinternal candidates are identified, ongoing development will be put in place to
ensure that they are prepared for the role.
Board appointments and election procedures
The Committee has overall responsibility for leading the process for new appointments to
the Board and ensuring that the Board has Non-Executive Directors with relevant, diverse
and complementary skills.
Any new Directors are appointed by the Board and, in accordance with the Company’s
Articles of Association, they must be elected at the next AGM to continue in office.
Allexisting Directors retire by rotation and stand for re-election every year.
Diversity and inclusion
Board appointments are made based on merit against objective criteria whilst actively
seeking diversity of skills, gender, social and ethnic backgrounds, cognitive and personal
strengths. The policy in respect of Board and Executive Committee diversity is reviewed
annually by the Committee and aims to ensure the optimal composition of the Board, its
Committees and the Company’s Executive Committee for successfully delivering McBride’s
strategy with the goal of achieving the targets contained in the FCA’s UK Listing Rules on
diversity which are included in the diversity objectives set out below.
In 2025, the Committee reviewed the Board and Executive Committee Diversity Policy,
which sets out a commitment to encourage diversity and inclusion in the Board, its principal
Committees and in the Executive Committee. TheBoard and Executive Committee Diversity
Policy sets out to ensure that appointments are based on the best individual for the role
and that the composition of the Board, its Committees and the Executive Committee
should have an appropriate balance of skills and diversity to meet the requirements of the
business. The Committee considers that it has successfully achieved diversity in terms of
differing experience, education, background, thinking styles and gender, both on the Board
and Executive Committee. However, the Committee acknowledges it must continue to
move forward to embrace all aspects of diversity. As a global company with manufacturing
sites in the EU and Asia, with two non-UK nationals on the Board and a further three
non-UK nationals on the Executive Committee, the Company is well placed to continue
onthis journey.
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Nomination Committee Report continued
Diversity and inclusion continued
At 30 June 2025, two out of six members of the Board were female (33.3%), two out of six members of the Executive Committee were female (33.3%) and 15 out of 47 of the direct
reports to the Executive Committee were female (31.9%)
(1)
.
At 30 June 2025, no members of the Board or the Executive Committee were from a non-white background.
The objectives of the Board and Executive Committee Diversity Policy are reviewed and recommended to the Board for adoption annually by the Committee. This year, the Board retained
the objectives that were set in the prior year:
Objective Implementation and progress
To ensure so far as possible that the
proportion of women on the Board is not
less than 40%.
The appointment of Regi Aalstad in March 2022 increased the proportion of women on the Board. However, the proportion of women
remains at 33.3% as no additional Board members have been recruited during the year. The Committee believes that the current Board
structure of two Executive and four Non-Executive Directors, including the Chairman, is appropriate for the size of the Company. However,
McBride will continue to work towards its diversity target of 40% female representation and the Committee is hopeful that any future
recruitment will enable the Board to exceed this target.
To ensure that at least one of the senior
Board positions (Chair, CEO, SID or CFO)
isa woman.
Elizabeth McMeikan remains in the role of Senior IndependentDirector.
To ensure so far as possible that the
proportion of women within the Executive
Committee and their direct reports is not
less than 25%.
The minimum target for female representation within the Executive Committee and their direct reports has been achieved and maintained
throughout the year. The Company will continue to ensure that there are no barriers for women rising to senior positions within McBride.
To ensure so far as possible that there is
one member of the Board from a minority
ethnic background.
As stated above, the Committee believes that the current Board structure of two Executive and four Non-Executive Directors, including the
Chairman, is appropriate for the size of the Company. Whilst two of the current Board members are resident overseas, McBride will continue
to work towards its diversity target to ensure that there is one member of the Board from a minority ethnic background. The Committee is
hopeful that any future recruitment will enable the Board to meet or exceed this target.
(1) The Executive Committee figures include the two Executive Directors. The direct reports to the Executive Committee figures include all direct reports into any member of the Executive Committee, excluding direct reports who
are, themselves, a member of the Executive Committee.
The Committee will continue to make recommendations for new appointments to the Board based on the best individual for the role, whilst ensuring that the Board’s composition has an
appropriate balance of skills and diversity to meet the requirements of the business.
2026 objectives
The Committee’s focus for 2026 will be to continue to monitor succession planning, adapting where necessary to ensure that it supports McBride’s strategy. The Committee will also
consider talent management and capability, ensuring that this supports McBride’s future plans.
Jeff Nodland
Chair of the Nomination Committee
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As the Company continues
its transformation journey,
including preparations
for the upcoming SAP
S/4HANA implementation
in the UK, the Committee
has maintained a strong
focus on risk management
and internal controls, and
ensuring alignment with the
requirements of the 2024 UK
Corporate Governance Code.
Alastair Murray
Chair of the Audit
and Risk Committee
Audit and Risk Committee Report
Dear shareholder
On behalf of your Board, I am pleased to
present the Audit and Risk Committee
Report for the year ended 30 June 2025.
The Committee is responsible for
monitoring and reviewing the integrity of
the Group’s financial reporting systems and
for assessing and providing assurance on
the adequacy and effectiveness of internal
control policies and procedures in place for
the identification, assessment and reporting
of risk.
The Committee also reviews and oversees
the relationship with the independent
auditors, PricewaterhouseCoopers LLP
(PwC), including the approval of the
terms of their engagement and fees,
their independence and expertise, and
the effectiveness of the audit process. In
addition to the disclosure requirements
relating to audit and risk committees under
the Code, the Committee’s report sets out
areas of significant and particular focus for
the Committee.
Over the course of 2025, we carried out
our usual work as set out on page 75.
In addition, as the Company continues
its transformation journey, including
preparations for the upcoming SAP
S/4HANA implementation in the UK,
the Committee has maintained a strong
focus on risk management and internal
controls, and ensuring alignment with the
requirements of the 2024 UK Corporate
Governance Code.
Committee role
The Committee is responsible on behalf of
the Board for:
• monitoring the integrity of the financial
statements and overseeing the financial
reporting process;
• reviewing the effectiveness of the
Group’s systems of risk management
andinternal control;
• reviewing the effectiveness of the
Internal Audit function; and
• approving the appointment,
re-appointment, remuneration and
removal of the independent auditors,
aswell as the terms of the engagement
and the provision of any non-audit
services, overseeing the independent
auditors’ independence and effectiveness
in delivering a quality audit.
The roles and responsibilities of the
Committee are set out in its Terms of
Reference. These are reviewed annually to
ensure that they are aligned with best practice,
including the recommendations of the ICSA:
The Chartered Governance Institute. They
were last revised in July 2025 to take account
of the 2024 UK Corporate Governance Code
that became effective from July 2025.
Acopy of the Committee’s Terms of
Reference is available on the Group’s
website at www.mcbride.co.uk.
Composition of the
Audit and Risk Committee
I served as Chair of the Committee and Regi
Aalstad and Elizabeth McMeikan served
as members of the Committee throughout
the year. As reported on page 67, the
Committee met four times during the year,
with all Committee members attending all
four meetings.
For the purposes of the UK Corporate
Governance Code, I qualify as a person with
‘recent and relevant financial experience’,
being a Fellow of the Chartered Institute
of Management Accountants and having
previously been the Chief Financial Officer
for Premier Foods plc. I have previously held
other senior finance roles at Dairy Crest plc
and The Body Shop International plc.
All members of the Committee are
independent Non-Executive Directors,
witha broad range of fast-moving
consumergoods (FMCG), commercial,
operational and financial experience
relevant to the Group’s business.
In addition to the Committee members,
the Chief Executive Officer, Chief Financial
Officer, Chairman, Group Finance Director,
Head of Internal Audit and independent
audit partner are regularly invited to attend
and present at the Committee’s meetings.
During the year, PwC attended all four
meetings.
During the year, I met separately with
representatives of the independent auditors
in the absence of the Executive Directors.
I also had regular meetings with senior
members of the Finance team and the Head
of Internal Audit. This provided me with a
better understanding and insight of the key
risk and control issues raised, and ensured
sufficient time was devoted to them at
subsequent meetings.
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Non-audit services
The Company maintains a detailed policy
on the engagement of the independent
auditors for non-audit services, designed
to preserve their independence when
performing the statutory audit. To avoid any
conflict of interest, types of non-audit work
are categorised as those:
• for which the auditors can be engaged
without referral to the Committee;
• for which a case-by-case decision is
necessary; and
• from which the independent auditors
areexcluded.
In accordance with this policy, other
providers are considered for non-audit
work. Such work is awarded based on
expertise, service and cost. This policy is
regularly reviewed; a copy is available from
the Group’s website at www.mcbride.co.uk.
Fees payable by the Group to PwC totalled
£10,200 (2024: £2,000) in respect of
non-audit services, equating to 0.8% of audit
fees in relation to services rendered by PwC
during the year (2024: 0.2%). These non-audit
services involved other non-audit assurance
services. The Committee is of the view that
this has not threatened the independence or
objectivity of the independent auditors.
The Company’s policy on the employment
of former employees of the independent
auditors was adhered to during the financial
year. No such employees were employed by
any company in the Group.
In all other respects, the Committee is
satisfied that the independent auditors have
exercised an appropriate level of scepticism
and challenge in relation to the Company’s
control environment.
The Committee has considered and
approved the terms of engagement and
fees of PwC for the year ended 30 June
2025. Fees payable by the Group to PwC
totalled £1.3 million (2024: £1.2m) in respect
of audit services. There were no contingent
fee arrangements with PwC.
Audit tenure
PwC was appointed as the Group’s auditors
on 14 November 2011. In accordance with
the Companies Act 2006 and the EU
Audit Regulation forming part of UK law
(as amended by the EU Exit Regulations),
a full tender for the appointment of the
independent audit firm was undertaken
during 2021, as a result of which PwC were
re-appointed as our independent auditors
from 2022.
The Committee remains satisfied with the
level of independence, objectivity, expertise,
fees, resources and general effectiveness
of PwC and, accordingly, the Committee
recommends (and the Board agrees) that
a resolution for the re-appointment of PwC
as independent auditors for the Company
should be proposed at the forthcoming
AGM in November 2025. The independent
auditors are required to rotate the audit
engagement partner every five years. Hazel
Macnamara began her appointment as audit
engagement partner in July 2023, therefore
the audit in respect of the financial
year ended 30 June 2025 was her third
auditcycle.
As part of its oversight of the independent
auditors, the Committee has undertaken its
annual assessment of the auditors and audit
process. This included the Committee’s
own evaluation of the reports and services
received, such as the scope, strategy,
approach, audit hours, quality of reports
presented to the Committee, value added
and outcome of the year-end audit.
The Committee also considered the
professionalism, competence and
objectivity, constructive challenge of
management and key judgements of the
auditors. In its assessment, the Committee
took account of the views of management
and the Committee’s own experience and
interactions with the independent auditors
throughout the year. The Committee also
considered the professionalism, competence
and objectivity, constructive challenge of
management and key judgements of the
auditors. In its assessment the Committee
took account of the views of management
and the Committee’s own experience and
interactions with the independent auditors
throughout the year.
The Committee has sought assurance from
PwC of their compliance with applicable
ethical guidance and, in addition, has taken
account of the appropriate independence
and objectivity guidelines.
The Committee considers the risk of PwC
withdrawing from the market as remote,
since they are one of the four largest
accounting firms globally.
Effectiveness of the
Audit and Risk Committee
As part of the annual Board evaluation,
the effectiveness of the Committee
was reviewed by questionnaire. It was
determined that the Committee continues
to be effective in its role. More details
on how the annual Board evaluation was
conducted can be found on pages 70 and 71
of the Nomination Committee Report.
The Board is satisfied that each of the
Committee members is independent,
and that the Committee as a whole has
the necessary commercial, financial
and audit expertise required to fulfil its
responsibilities. The members of the
Committee have a wide range of business,
international and governance expertise both
within the sector and elsewhere, as shown
in their biographies on page 60. The Board
has determined that the Committee has
competence relevant to the sector in which
the Group operates.
Independent auditors
The Audit and Risk Committee has primary
responsibility for making recommendations
to the Board on the appointment,
re-appointment and removal of the
independent auditors. This is submitted
to shareholders for their approval at the
Company’s AGM.
Audit and Risk Committee Report continued
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Audit and Risk Committee Report continued
FRC Corporate Reporting Review
(CRR)
During the year, the Group corresponded
with the FRC’s CRR team in connection
with its review of its Annual Report and
Accounts for the year ended 30 June2023.
As is common practice with public limited
companies, the FRC carried out a review
in accordance with Part 2 of the FRC
Corporate Reporting Review Operating
Procedures. The Audit and Risk Committee
was involved in reviewing the Group’s
responses to the points raised by the CRR,
which were closed by the FRC in September
2024 without further action being taken.
The FRC requested that in disclosing this
engagement we note the limitations of
their review, namely that it was based
solely on its reading of the Annual Report
and Accounts and did not benefit from
a detailed knowledge of the business,
or an understanding of the underlying
transactions entered into. It is also noted
that its review provided no assurance that
the Annual Report and Accounts is correct
in all material respects and that the FRC’s
role is not to verify the information provided
but to consider compliance with reporting
requirements.
Committee activities
The Committee received regular reports on
the Group’s trading performance, as well as
progress on both the interim and full-year
financial statements. Papers and other
regular updates from both management and
PwC have also been provided to assist the
Committee in assessing whether suitable
accounting policies have been adopted
and appropriate judgements made by
management.
The significant matters considered, and
judgements undertaken during the financial
year, are set out on pages 76 and 77. The
Committee is satisfied that the presentation
of the financial statements is appropriate
and in accordance with the Group’s
accounting policies.
The Committee concluded that there were
no major concerns that had not been
addressed, that there was no evidence of
systemic control weaknesses and that the
overall control environment was acceptable
for a group of McBride’s size and nature.
As noted in the Directors’ Report on page
100, during the course of the financial
year ended 30 June 2025, the Directors
became aware that certain dividends paid
in November 2022 to November 2024 to
holders of B Shares totalling £47,710.90
had been made, and certain loans paid
in November 2023 to October 2024 to
Apex Group Fiduciary Services Limited,
in its capacity as trustee of the McBride
plc Employee Benefit Trust 2012 (the
‘Trustee’), totalling £5,100,339.38 may have
been made, in each case otherwise than
in accordance with the Companies Act
2006 because they were made without
the Company itself holding sufficient
distributable reserves and without interim
accounts having been filed at Companies
House prior to payment and/or, in the
case of the loans, where they resulted in
a reduction in the Company’s net assets.
A resolution to release the holders of B
Shares, the Trustee and the Directors and
certain former Directors of the Company
in relation to such dividends and loans will
be put to shareholders for approval at the
2025 AGM. Full details of the resolution are
included in the Notice ofAGM.
In April 2025, the Company received a
dividend of £40.0 million from a subsidiary,
thereby increasing the Company’s
distributable reserves to sufficient levels to
support the Company’s anticipated future
distributions in the course of the 2025
calendar year. Further procedures have
been put in place to ensure the Company’s
reserves are sufficient for relevant
dividends to be paid and loans to be made
in the future. These include reviewing
the Company’s anticipated upcoming
distributable reserve requirements,
establishing a process for paying dividends
up to the Company to ensure the Company
has sufficient distributable reserves for its
requirements, checking the Company has
sufficient distributable reserves before
paying a dividend or making a loan, and
updating the Audit and Risk Committee on
the Company’s distributable reserves at set
intervals.
75 McBride plc Annual Report and Accounts 2025
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Audit and Risk Committee Report continued
Going concern and viability
The Code requires the Board to state whether it considers it appropriate to adopt the going concern basis of accounting in preparing the financial statements and identify any material
uncertainties to the Company’s ability to do so over a period of at least twelve months from the date of approval of the financial statements. Details of the Group’s going concern
statement are on page 58.
The Committee thoroughly considered and constructively questioned the forecast assumptions underlying the going concern and viability statements presented by management. The
Committee assessed the prospects of the Company over a three-year period following a robust assessment of principal and emerging risks affecting the Company, the business model,
forecasts and strategic plans. It also reviewed ‘severe, but plausible downside risk’ stress test scenarios. Details of the assessment and the viability statement are set out on page 58.
Significant judgements and estimates
Matters considered Committee review and conclusions
Impairment reviews Management’s judgement on the need (or otherwise) to take impairment charges for goodwill or fixed assets was reviewed, considering the trading
performance of, and the prospects for, each cash-generating unit (CGU).
Details of the impairment reviews performed are outlined in note 12 to the financial statements. The reviews concluded that no impairment was required.
Management’s judgement on the need (or otherwise) to take impairment charges for the valuation of investments held in subsidiaries was also reviewed.
Thereview found no indicators of impairment, therefore concluded that no impairment was required.
Going concern status
and longer-term
viability statements
In line with typical market practice for most UK companies, the Board considered that an 18-month period from the reporting date constitutes an appropriate
period over which to provide its going concern statement. The Board determined that a three-year period to 30 June 2028 constitutes an appropriate period
over which to provide its viability statement.
Reviews of the Group’s going concern status were carried out by the Committee at both the half-year and full-year reporting periods. Detailed papers setting
out all the relevant considerations were tabled by management and discussed by the Committee together with PwC.
As outlined in note 20 to the financial statements, the Committee noted that during 2025 the Group had renegotiated its €175 million multi-currency,
sustainability-linked RCF, increasing the facility to €200 million and securing a four-year term to November 2028 and has access to a €75 million accordion
feature. In addition, the Group has negotiated a further increase to liquidity by extending invoice discounting facilities to unencumbered receivables ledgers.
The Group’s base case forecasts, based on the Board-approved budget and three-year plan, indicate sufficient liquidity throughout the going concern and
viability review periods to ensure compliance with its banking covenants. Furthermore, the Committee considered a severe but plausible downside scenario
including several downside assumptions relating to lower revenue growth, increases in input costs, increases in interest rates and a weakening Euro, to stress
test the Group’s financial forecasts. If such a severe but plausible downside risk scenario occurs, the Group would remain compliant with current banking
covenants.
After reviewing the Group’s liquidity position, financial forecasts, stress testing of potential risks and uncertainties, and based on the committed funding
facilities, the Directors have a reasonable expectation that the Group has sufficient resources to be able to meet its liabilities as they fall due over the three-year
period ending 30 June 2028. The risk that the Group would become insolvent during this time was considered remote.
The Committee recommended to the Board that the going concern and viability statements on page 58 be approved.
Exceptional items The Committee reviewed the accounting treatment of exceptional items and agreed that the items listed in note 4 are exceptional in size and nature in relation
to the Group and therefore it is appropriate to disclose them separately.
Quality of earnings Reviews of the quality of the earnings (material items of income or expense) and one-off items included in cash flow were carried out by the Committee both at
the half-year and full-year reporting periods. The Committee agreed that sufficient disclosure has been made in the financial statements.
Tax and
treasury matters
The Committee continued to review the Group’s Tax Strategy and monitor tax governance and compliance with transfer pricing rules.
The Committee recommended for Board approval the Group’s Tax Strategy for 2025; this can be found in the Corporate Policies section of the Group’s website
at www.mcbride.co.uk. The Committee received updates regarding the tax audits undertaken in Belgium and France, and an assessment of the impact on the
Group of the new ‘Pillar Two’ rules.
The Committee reviewed the Group’s debt funding strategy and compliance with policies on currency, and interest rate hedging transactions. The Committee continued
to monitor performance versus all relevant covenants, to ensure the Group will continue to have sufficient liquidity and funding capacity to deliver its strategy.
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Matters considered Committee review and conclusions
Pensions The Committee reviewed the performance of the Robert McBride Pension Fund (the ‘Fund’), a defined benefit pension scheme which is operated in the UK and
is closed to new members and future accrual.
At 30 June 2025, the Group recognised a deficit in the scheme of £23.0 million (30 June 2024: £27.5m). The decrease in deficit is due to deficit reduction
contributions paid by the Group, an increase in corporate bond yields during the year, leading to a decrease in the discount rate used to value the Fund’s
liabilities, and a reduction to long-term inflation expectations. The decrease was partially offset by a loss on assets in excess of interest income, interest on
thedeficit and allowance for the 31 March 2024 triennial valuation which is the difference between the estimated and actual experience in the Fund over the
inter-valuation period.
Following the triennial valuation at 31 March 2024, the Company and Trustee agreed a new deficit reduction plan based on the scheme funding deficit of
£32.3million (further details can be found in the CFO’s Report). The funding arrangements and recovery plan will be next reviewed by McBride and the
Trusteeas part of the 31 March 2027 valuation, which has a statutory deadline for signing of 30 June 2028.
The Directors acknowledge the appeal judgment dated 25 July 2024 in the case of NTL vs Virgin Media and the confirmation dated June 2025 from the
Department for Work and Pensions (DWP) that legislation will be introduced to give affected pension schemes the ability to retrospectively obtain written
actuarial confirmation that historic benefit changes met the necessary standards. Further detail on the approach and process for this retrospective confirmation
is expected to follow in due course. Following the DWP’s announcement, the Group does not expect the Virgin Media ruling to give rise to any additional
liabilities and so the defined benefit obligation has not been adjusted and continues to reflect the benefits currently being administered.
Task Force on
Climate-related
Financial Disclosures
(TCFD)
The Committee continues to provide oversight of the Group’s compliance with the TCFD recommendations, assessing the processes used to develop McBride’s
climate-related financial disclosures.
The Committee continues to receive periodic updates from the cross-functional TCFD Working Group, which actively drives the awareness around the business
of climate-related risks, whilst overseeing the Group’s approach and response to TCFD. The TCFD Working Group continues to work in close collaboration
with the Sustainability Committee, whilst reporting into the Risk Council, thereby ensuring visibility and oversight of the programme by key stakeholders and
co-ordinating the adoption of TCFD best practices into the Group’s overall risk management processes. Over the year, the Committee has reviewed the overall
set of actions and priorities for the year, aimed at ensuring continued consistency with the full set of TCFD recommendations and recommended disclosures.
The Committee has also considered anticipated future changes to TCFD requirements, as set out in the UK Sustainability Reporting Standards (SRS), with
detailed criteria and effective implementation dates expected to be finalised during 2025 closely monitored by the TCFD Working Group. The Group’s
Climate-Related Financial Disclosures are set out on pages 40 to 50.
Risk management framework
The Group continues to identify, evaluate, mitigate and monitor risks facing the business through an established risk management framework, aligned to ISO 31000:2018, and
incorporating both a top-down and a bottom-up approach to identify and assess the Group’s principal risks and operational risks, respectively. The framework was last updated and
enhanced in 2025, helping to formalise and embed a risk taxonomy framework across the Group, facilitating the categorisation of risk types to which McBride is exposed, whilst providing
a common language for the management and reporting of risk across the organisation. In addition, a risk appetite framework continues to operate effectively, supporting the assessment,
communication, escalation and reporting of principal risks throughout the organisation, whilst helping the Board determine the amount of risk it is prepared to accept, tolerate or be
exposed to at any point in time.
Responsibility for the ongoing review, reporting oversight and monitoring of risks lies with a cross-functional Risk Council made up of senior employees from across the business. The
Risk Council continues to act as a focal point for the exploration and evaluation of strategic and emerging risks faced by the Group as it pursues its strategic objectives. It helps improve
risk awareness throughout the organisation, by facilitating a more joined-up discussion on risk, especially in the context of key decision making, by actively driving and supporting the
embedding of the Group’s risk management framework across the organisation. It also provides regular reporting on KRIs to the Executive Committee and makes recommendations for
appropriate mitigation strategies in line with the Group’s risk appetite. The Risk Council has also continued to oversee the extent to which the Group’s crisis management framework
is embedded across the organisation, ensuring policies, procedures, roles, responsibilities and mitigation measures are actively monitored and tracked, with updates provided to the
Committee on an ongoing basis.
Audit and Risk Committee Report continued
Significant judgements and estimates continued
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This includes reviewing all material financial,
operational and compliance controls,
key corporate policies, the financial
reporting framework and processes, the
preparation of the Group’s consolidated
financial statements, and the overall risk
management system in place throughout
the year under review, up to the date of this
Annual Report.
During the year, the Committee receives
regular reports from senior management
and has concluded that there continues
to be a robust and effective control
environment in place. The Committee
also confirms that it has not been advised
of any failings, breaches or weaknesses
which it considers to be significant during
the financial year, and which are likely to
have had a material effect on the Group’s
financial performance.
Key control procedures undertaken by the
Group during the year included:
• monthly consolidated management
accounts reviewed by the Executive
Committee;
• monthly reporting on commercial,
operational, financial and non-financial
KPIs, with performance discussed at a
divisional, functional and Group level;
• regular updates to the Board on the
Group’s financial performance and
position against targets;
• detailed design and development of an
Internal Controls over Financial Reporting
(ICFR) framework, supporting the
design and optimisation of core business
processes underpinned by the SAP
S/4HANA Transformation programme;
• development of a material controls
framework across the organisation,
as part of the organisation’s response
to Provision 29 of the UK Corporate
Governance Code 2024;
• a comprehensive annual budgeting
process, reviewed and approved by
theBoard;
• Considers whether any additional control
improvement actions are required.
The Board
• Monitors and reviews the effectiveness
of the Group’s risk management and
internal control systems.
• Reviews and approves the risk appetite
of the Group.
• Reviews reports from the Audit and Risk
Committee on risk management and
internal controls.
Risk management and
internal control environment
The Group’s risks are identified and
managed through various activities,
including:
• strategic risk assessments and specific
functional risk mapping activities;
• ongoing risk identification, ‘horizon
scanning’ and evaluation discussions at
individual functional and divisional levels,
and by the Risk Council;
• business risk reviews;
• major project and investment reviews;
• current and emerging legislative and
regulatory requirements;
• year-end self-assessment questionnaires
supporting key internal control
procedures, with an in-built control
validation, review and reporting
mechanism;
• a quarterly follow-up process to review
outstanding internal control actions; and
• a programme of audits across individual
processes, functions and sites by various
internal stakeholders, including Internal
Audit and other assurance providers
within the business.
The responsibility for reviewing and
monitoring the effectiveness of the Group’s
systems of internal control has been
delegated by the Board to the Audit and
Risk Committee.
• Supported by various risk forums
focused on the identification, assessment
and monitoring of risks and controls
within each division and function.
Executive Committee
• Defines and establishes the risk appetite
of the Group.
• Reviews risk registers from across
individual divisions and functions.
• Ratifies the assessment and evaluation
ofrisks conducted by the Risk Council.
• Considers KRIs escalated by the Risk
Council.
• Works with the business to ensure
adequate and effective risk mitigation
actions are in place for risks outside
acceptable thresholds.
• Ensures risk management and crisis
management are embedded across
thebusiness.
Audit and Risk Committee
• Supports the delivery of the Group’s
strategy in the context of the risk
management framework.
• Monitors and reviews key financial,
non-financial and internal controls, as
well as the independent audit process
and report.
• Receives and reviews reports from the
Head of Internal Audit and the Risk
Council relating to principal risks, internal
audit reviews aligned to key strategic,
operational and compliance risks, the
status of crisis management plans and
actions and the ongoing monitoring
ofKRIs.
• Ensures actions to mitigate risks have
been developed and designed with
appropriate ownership and timescales,
whilst monitoring their timely and
effective completion, in line with agreed
timelines.
• Discusses and confirms the risk trend and
overall effectiveness of the risk control
and monitoring environment.
Risk management framework continued
The principles of risk management continue
to be embedded into the day-to-day
operations across the organisation, with the
divisions and corporate functions primarily
responsible for identifying and evaluating
key risks in their functional, operational and
geographical domains, and escalating the
same to the Risk Council. The Committee
was responsible for monitoring and
challenging the adequacy of the Company’s
procedures in respect of business risk
identification, assessment, monitoring
and reporting. On behalf of the Board,
the Committee specifically considered
those risks and uncertainties which were
deemed significant, whilst seeking comfort
from management on key developments
and mitigating factors responsible for
managing, monitoring and addressing these.
The Group’s update on principal risks and
uncertainties for 2025 can be found on
pages 53 to 57.
The Committee has also continued to be
responsible for ratifying the Risk Council’s
Terms of Reference and is provided with
regular updates of matters considered by
the Risk Council, further information on
which can be found below.
Risk Council
• Group-wide cross-functional forum for
the discussion, monitoring and oversight
of risks and controls.
• Explores and evaluates strategic,
significant and emerging risks.
• Periodically reviews KRIs submitted
by the business, before reporting and
escalating the same to the Executive
Committee.
• Provides Group-wide awareness,
oversight and monitoring of the Group’s
crisis management framework.
• Accesses internal and external
knowledge, expertise and insight.
Audit and Risk Committee Report continued
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Fair, balanced and understandable
Having given due and full consideration
to all the matters referred to above,
the Committee is satisfied that the
financial statements present a fair,
balanced and understandable view, and
provide shareholders with the necessary
informationto assess the Group’s position,
performance, strategy and business model,
and has undertaken to report accordingly
tothe Board.
The Audit and Risk Committee
Report was approved by the Board
on 16September2025 and signed on
itsbehalfby:
Alastair Murray
Chair of the Audit and Risk Committee
The Committee considers the results
of any audits undertaken and the
adequacy, effectiveness and timeliness of
management’s response to matters raised
on an ongoing basis through the year.
Any recurring themes across processes,
functions or locations are challenged and
considered. Such themes, along with any
significant or unexpected audit findings,
could result in specific follow-up audits or
separate assurance reviews, informing and
influencing the scope of work undertaken in
the Internal Audit Plan, both for the current
as well as for future years.
The Committee continues to be satisfied
that the Internal Audit function has
sufficient and appropriate resources at
its disposal and provides a critical and
effective assurance role to the organisation.
In addition, an independent review of the
effectiveness of the Internal Audit function
was conducted during the year, which noted
a high degree of competency, independence
and objectivity in the Internal Audit
function committed to high levels of quality
and coverage, providing comprehensive
and pragmatic recommendations and
demonstrating a good level of conformance
with key Global Internal Audit Standards
(GIAS). Areas of further improvement have
been identified and are currently being
addressed, to help ensure the Internal Audit
function can seamlessly and effectively
transition from being fit for purpose today
into a value-adding business partner for the
future.
There are in-built mechanisms to ensure
that the Internal Audit Plan remains flexible
and agile at all times, to address any
new and emerging risks that may arise
throughout the year, requiring prompt
andtimely consideration by the Internal
Audit function.
The assessment covered financial,
operational and compliance controls
together with financial reporting processes.
Internal Audit
The Internal Audit function provides a
range of financial, operational, regulatory
and compliance-driven audit activities,
performed by our independent, experienced
and qualified in-house internal audit
professionals, in conjunction with skilled
and experienced in-house personnel as well
as qualified external practitioners, as and
where necessary and appropriate across
the Group. Internal Audit continues to
discharge its duties in a robust and effective
manner, thereby providing assurance to
the Committee that the overall control
environment and specific control activities
across the Group are adequate, effective
and fit for purpose.
Regular meetings are held between the
Head of Internal Audit and the Chair of
the Audit and Risk Committee, and the
Committee actively engages the Internal
Audit function to determine the extent
to which the overall internal control
environment is adequate, appropriate
and effective and how it can be enhanced
further by considering and evaluating
specific process and control improvements.
At the start of each financial year, the
Committee reviews and agrees the annual
Internal Audit Plan. This is based on
confirming its alignment with the Group’s
strategic priorities and key current and
emerging risks, whilst also ensuring there is
appropriate focus on essential and ongoing
compliance monitoring requirements. There
are in-built mechanisms to ensure that the
Internal Audit Plan remains flexible and agile
at all times, thereby addressing any new and
emerging risks that may arise throughout
the year, requiring prompt and timely
consideration by Internal Audit.
Risk management and
internal control environment
continued
• ongoing monitoring of the Group’s
liquidity and net debt position;
• monthly reviews of working capital
balances;
• authorisation and control procedures in
place for capital expenditure and other
major projects, with post-completion
reviews to highlight issues and learnings
and to help improve future performance
and delivery;
• specific actions to address internal
control recommendations raised by
both the independent auditors and the
Group’s Internal Audit function; and
• regular meetings and site visits with
insurance and risk advisers to discuss
risk assessments, safety audits and
performance against agreed objectives.
Recommendations arising from the
independent auditors’ internal controls
report have been reviewed by the
Committee and actions to implement
enhanced policies, processes and
procedures undertaken by management
over the course of the year have been
discussed and agreed by the Committee
every six months.
The Group also has an Internal Audit
function that provides independent
assurance on the adequacy and
effectiveness of the Group’s risk
management framework and is responsible
for overseeing and monitoring the design
and operating effectiveness of internal
control processes across the Group. Further
details are set out below.
Based on the effective conduct of its
activities, the Audit and Risk Committee
has enabled the Board to confirm that a
robust assessment of the Company’s risk
management and internal controls has been
carried out and that no significant failings or
weaknesses have been identified.
Audit and Risk Committee Report continued
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Dear shareholder
On behalf of the Remuneration Committee,
I am pleased to present the Directors’
Remuneration Report (the ‘Remuneration
Report’) for the year ended 30 June
2025. I summarise below how the
business performed during the year, the
remuneration outcomes for 2025 and
how we intend to operate the Directors’
Remuneration Policy (the ‘Policy’) in 2026.
Performance of the business in 2025
The Group delivered strong financial and
operational results, demonstrating a full
recovery from past challenges. Safety,
customer service and efficiency were
all improved, with an increase in sales
volumes, driven by new long-term contracts.
Transformation programmes are well on
track to deliver the financial benefits in line
with the plan.
Adjusted operating profit
(1)
of £66.1 million
increased by £0.5 million on a constant
currency basis
(2)
, as a result of improved
operational performance, disciplined cost
control and margin management. This
result was delivered despite inflationary
pressures and intense competition. In
addition, theGroup has reduced net debt
by £26.3million to £105.2 million at
30 June 2025.
This year’s strong trading and operational
performance has positioned McBride for
sustainable growth. In light of this, the
Board has announced the intention to
reinstate an annual dividend in relation to
the 2025 financial year.
The annual bonus and Long-Term Incentive
Plan (LTIP) outcomes reflect the strong
financial performance of the Group
during2025.
Incentive outcomes
At the start of 2025, the Committee agreed
annual bonus targets based on the key
financial metrics of adjusted operating
profit and net debt, as well as the delivery
of strategic objectives. The financial targets
took into account internal and external
expectations at the time, and the strategic
objectives focused on Transformation
initiatives, sustainability and the delivery
of value-adding plans. Reflecting the solid
operational and financial performance
outlined above, bonuses of 72.1% of
maximum for both the CEO and CFO were
earned, based on adjusted operating profit
performance ahead of target, net debt
between threshold and target and the
successful delivery of the majority of the
strategic objectives.
• 2025 annual bonus:
– Group adjusted operating profit
(60%): the Group delivered adjusted
operating profit of £66.1 million, which
resulted in 69.8% of the maximum
being achieved for this element of
thebonus.
– Group net debt (20%): this was based
on the net debt position as at 30 June
2025. Net debt fell from £131.5million
as at 30 June 2024 to £105.2 million
asat 30 June 2025, meaning 70.0%
of maximum was achieved for this
partof the bonus.
– Individual performance (20%): the
non-financial performance measures
were based on objectives common
to both the CEO and CFO relating
to Transformation initiatives and
individual objectives. The outcome for
both the CEO and CFO was 81.3% of
maximum. Full details are provided in
the Annual Report on Remuneration.
– The overall bonus outcome was 72.1%
of maximum (72.1% of salary) for both
the CEO and CFO.
Further details on the bonus targets and
strategic objectives are set out in the
Annual Report on Remuneration.
LTIP share awards were granted to the
Executive Directors and other senior
management in 2022. At the time of
grant, the Committee was mindful of the
significantly lower share price compared
with the preceding year and the impact
this would have on the number of awards
granted. Accordingly, the Committee based
the grant on a share price of 35.0 pence to
reflect the consensus forecast of McBride’s
share price in 2023. This was c.50% higher
than the share price at grant of 23.3 pence.
The 2022 award measures were based on
basic adjusted earnings per share (EPS)
growth and net debt to adjusted EBITDA
(1)
ratio, each with an equal weighting and
measured to 30June2025. Both measures
were achieved in full, reflecting the strong
recovery over the last three-year period.
• 2022 LTIP awards:
– Adjusted EPS (50%): reflecting the
very strong profit recovery over the
period, adjusted EPS grew to 22.1
pence in 2025, which was above the
maximum of 11.0 pence. As a result,
this element of the award will vest
infull.
– Net debt to adjusted EBITDA
(1)
ratio
(50%): the Group’s financial position
strengthened considerably over
the last three years as a result of
increased adjusted EBITDA
(1)
, working
capital management and strong cash
conversion. The Group’s continued
reduction in net debt during 2025
resulted in a net debt to adjusted
EBITDA
(1)
ratio at 30 June 2025
of 1.2times, which was below the
maximum of 2.8 times, and therefore
this element of the award will also
vestin full.
– The overall vesting outcome was
therefore 100% of maximum.
Solid operational and financial
performance, combined with
a sustained recovery from
the challenges faced several
years ago, have driven higher
LTIP vesting outcomes for
executives.
Elizabeth McMeikan
Chair of the
Remuneration Committee
Remuneration Committee Report
Annual Statement
(1) Please refer to APM in note 30.
(2) Comparatives translated at financial year 2025
exchange rates.
80 McBride plc Annual Report and Accounts 2025
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As 2026 is the final year of the three-year
Policy, the Committee will embark on a
review of Directors’ remuneration ahead
of a binding policy vote in 2027. This will
take into account the current executive
pay landscape, business priorities and the
views of shareholders. We look forward
to engaging with you on this over the
comingyear.
Finally, we would like to take this
opportunity to thank shareholders for their
strong support and I trust that I may count
on your continued support on the Directors’
Remuneration Report resolution being
tabled at the 2025 AGM.
Elizabeth McMeikan
Chair of the Remuneration Committee
These principles apply equally to senior
management and are embedded in the
Policy. Last year’s Directors’ Remuneration
Report received 99.74% support at the
Company’s AGM in 2024.
The Committee has considered carefully
how the Policy should be applied in 2026,
being the final year of the three-year Policy:
• a base salary review will be undertaken
with increases, if any, to take into account
the general workforce increases and to
be effective from 1January 2026;
• a Restricted Stock Unit (RSU) grant of
30% of salary will be made to each of the
CEO and CFO;
• annual bonuses will be based on adjusted
operating profit (60%), overhead cost
reduction targets (20%) and personal
objectives (20%); and
• the 2025 LTIP awards will be granted
at 100% of salary for the CEO and 90%
of salary for the CFO, with 50% based
on cumulative adjusted EPS and 50%
onaverage annual return on capital
employed (ROCE).
Following the successful reduction in net
debt levels to below target, the net debt
measure in the bonus has been replaced
with an overhead cost reduction target
to align with the financial priorities for
2026. The targets have been set based on
overhead cost reductions as a percentage
of revenue measured over the second half
of 2026.
Base salary increases
As per existing custom and practice,
base salaries were reviewed during the
year in the context of the Executive
Directors’ performance and the wider
workforce increase. The CEO and CFO
received increases of 2.6%, bringing their
annual salaries to £482,868 and £317,034
respectively. The percentage increase
was in line with that provided to other
Executive Committee members and below
that awarded to the wider UK workforce
(c.3%). The next salary review is scheduled
to be undertaken later this year and will be
effective from 1January 2026.
Approach to remuneration in 2026
The Committee’s approach to remuneration
is underpinned by remuneration principles
which are designed to ensure that executive
remuneration:
• is transparent in respect of elements of
remuneration quantum, the rationale for
targets and performance outcomes;
• is simple to ensure that remuneration
structures act as intended and are clearly
understood;
• discourages inappropriate behaviours or
excessive risk-taking through clawback
provisions and holding periods;
• is predictable through the use of a range
of outcomes and individual caps;
• is aligned to the Group’s strategy and the
long-term sustainable development of
the business; and
• is aligned to the Company’s purpose,
values and strategy and to the Group’s
culture.
Incentive outcomes continued
In addition to effectively reducing the
number of share awards granted by using
a higher share price, at the time of grant,
the Committee also stated it would carry
out an overall assessment of the Company’s
underlying performance and the vesting
outcome to ensure that vesting reflected
the Company’s performance and that there
was no windfall gain.
The Committee believes that the strong
recovery in the share price over the
three-year period is due to the impressive
turnaround delivered by the executive team
as a result of their focused and disciplined
strategic and operational execution,
enabling the Group to capitalise successfully
on the market trend towards value private
label products.
This is demonstrated by the business now
delivering adjusted operating profit in
excess of £65 million over the previous two
financial years, compared to markedly lower
and more variable levels prior to 2024. In
addition, most of the value of the vesting
2022 LTIP awards was created through
share price growth resulting from the
turnaround delivered by the executive team,
with shareholders also benefitting from
this growth. Therefore, in the view of the
Committee, the 2022 LTIP outcome does
not give rise to a windfall gain.
Taken as a whole, the Committee is satisfied
that the overall bonus and LTIP outcomes
for the year ended 30 June 2025 are a
fair reflection of the strong and sustained
recovery of the Group and, accordingly, no
discretion has been applied to this year’s
outturns.
Remuneration Committee Report continued
Annual Statement continued
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This Report has been prepared in accordance with the provisions of the Companies Act 2006, Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, as amended (the ‘Regulations’), the UK Corporate Governance Code 2018 and the Financial Conduct Authority’s Listing Rules and takes into account the accompanying
Directors’ Remuneration Reporting Guidance and the relevant policies of the shareholder representative bodies. The Remuneration Report is split into three sections: the Remuneration
Committee Chair’s Annual Statement, a summary of the Directors’ Remuneration Policy (which was approved by shareholders in 2023) and the Annual Report on Remuneration.
The Policy was approved by shareholders at the AGM held on 20 November 2023 and is effective for three years from the date of approval. This report sets out a summary of the key
elements of the Policy. The full Directors’ Remuneration Policy is available on McBride’s website (www.mcbride.co.uk) under the ‘Our Board & Corporate Governance’ section.
Policy table
The following table summarises how each element of the Policy operates.
Element: Executive Director base salary
Purpose and link to strategy • To ensure the Group is able to recruit and retain high-calibre executives.
Operation • Salaries are set by the Committee considering individual experience, performance, skills and responsibilities, prevailing market conditions
(by reference to companies of a similar size and complexity and other companies in the same industry) and internal relativities.
• Salaries are paid monthly in arrears by bank transfer and are normally reviewed annually with any changes effective from January.
Maximum • Details of current salaries of the Executive Directors are detailed on page 88.
• Salaries are normally reviewed annually and may be increased each year. There is no maximum, but increases will generally be in line with
those awarded to the Group’s workforce, as well as reflective of the overall financial performance of the Group.
• Increases beyond this may be awarded in limited circumstances, such as where there is a change in responsibility, experience or a
significant change in the scale of the role and/or size, value and/or complexity of the Group.
Performance measures • Not applicable.
Element: RSUs
Purpose and link to strategy • To ensure the Group is able to recruit and retain high-calibre executives.
• To provide enhanced alignment to shareholders.
Operation • Annual awards, as part of fixed pay.
• Awards will normally vest three years from the date of grant subject to continued employment.
• Awards will be subject to a two-year post-vesting holding period, less any shares required to be sold to cover withholding tax.
• Not pensionable, or ‘salary’, for the purposes of bonus, LTIP or payments for loss of office.
• A ‘dividend equivalent’ provision is also available on the RSU shares at the discretion of the Committee, enabling dividend equivalent
payments to be paid, in cash or shares, on any shares that vest.
• Subject to malus and clawback
(1)
.
Maximum • Awards of up to 30% of salary may be granted annually.
Performance measures • Not applicable.
(1) Malus and clawback apply in the event of an error in calculation, a material misstatement of the financial results, serious misconduct by a participant, corporate failure or reputational damage.
Remuneration Committee Report continued
Directors’ Remuneration Policy
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Directors’ Remuneration Policy continued
Policy table continued
Element: benefits
Purpose and link to strategy • To provide market-competitive benefits, in line with those provided to other Group employees.
Operation • Benefits may include private medical insurance, sick pay, a fully expensed car (or equivalent cash allowance), disability and
life assurance cover.
• Some benefits may be provided in the case of relocation, such as removal expenses, and in the case of international relocation might also
include such items as cost of accommodation, children’s schooling, home leave, tax equalisation and professional advice etc.
• The Company has the ability to reimburse the tax payable (grossed up) on any business expenses captured as taxable benefits.
Maximum • The benefit provision is reviewed periodically. No maximum level is set on the value or cost of benefits provided.
Performance measures • Not applicable.
Element: pension
Purpose and link to strategy • Retirement benefits are regarded as an important element of the Group’s basic benefits package to attract and retain talent.
Operation • Membership of the Company’s defined contribution, or similar, pension scheme, or in agreed circumstances, a cash allowance in lieu
ofpension.
Maximum • Up to 8% of base salary, or such other amount in line with that available to the majority of the UK general workforce, from time to time.
Performance measures • Not applicable.
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Remuneration Committee Report continued
Directors’ Remuneration Policy continued
Policy table continued
Element: annual bonus
Purpose and link to strategy • The purpose of the annual bonus is to incentivise delivery of the Group’s financial and non-financial objectives and to ensure that Executive
Directors and senior executives are fairly rewarded for their contribution to the success of the Group.
• To provide alignment of Directors’ interests to the interests of shareholders through enhanced shareholdings.
Operation • Performance conditions are set independently by the Committee at the start of each year.
• Performance criteria include the financial targets of the Group, as agreed by the Board, and specific targets based on clear and measurable
objectives that underpin, and are key to the achievement of, the Group’s strategy.
• Personal objectives are reviewed by the Committee to ensure they contribute to the strategic aims of the Group.
• To further align the interests of Directors with shareholders, 30% of the bonus is paid via the Deferred Benefit Plan (DBP).
• Executive Directors can voluntarily invest any remaining bonus, up to a maximum of 70% of salary, into the DBP. Invested sums will be
matched with additional shares on a 1:2 ratio (i.e. Executive Directors receive two additional shares from the Company for every one share
their invested sum purchases).
• Awards granted under the DBP vest after three years and are normally subject to the Director remaining employed by the Group at the end
of that period.
• A ‘dividend equivalent’ provision is also available on the DBP shares at the discretion of the Committee, enabling dividend equivalent
payments to be paid, in cash or shares, on any shares that vest.
• All bonus payments are at the ultimate discretion of the Committee and the Committee retains an overriding ability to ensure that overall
bonus payments reflect its view of corporate performance during the year when determining the final bonus amount to be awarded.
• Both the cash and deferred share elements of the annual bonus are subject to malus and clawback
(1)
.
Maximum • 100% of base salary.
Performance measures • At least 80% of the bonus will be assessed against a sliding scale of challenging and stretching financial performance targets, with no more
than 20% of the bonus being based on the achievement of specific and measurable personal targets. Irrespective of achievement against
the personal targets, no bonus is payable unless a minimum level of financial performance is achieved. Targets are set considering our
financial and strategic plans for the business.
• The Committee retains the ability, in exceptional circumstances, to adjust the targets and/or set different measures and alter weightings for
the annual bonus if certain events occur, such as a material divestment of a Group business, which cause it to determine they are no longer
appropriate and a change is required to ensure that they achieve their original purpose and are not materially less difficult to satisfy.
(1) Malus and clawback apply in the event of an error in calculation, a material misstatement of the financial results, serious misconduct by a participant, corporate failure or reputational damage.
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Remuneration Committee Report continued
Directors’ Remuneration Policy continued
Policy table continued
Element: LTIP
Purpose and link to strategy • The objectives of the LTIP are to align the long-term interests of shareholders and management and reward achievement of long-term,
stretching targets.
• Awards are made to Executive Directors and to senior executives who have a significant influence over the Group’s ability to meet its
strategic objectives. Whilst it is not a requirement of the LTIP, senior executives are encouraged to use the scheme to increase their share
ownership in the Company.
Operation • Annual awards are granted, subject to individual performance and Committee discretion. The awards vest after three years subject to
continued employment and the satisfaction of challenging performance conditions. A two-year post-vesting holding period applies to
allshares (less any shares required to be sold to cover withholding tax) that vest.
• LTIP awards are subject to malus and clawback
(1)
.
• A ‘dividend equivalent’ provision is also available on the LTIP shares at the discretion of the Committee, enabling dividend equivalent
payments to be paid, in cash or shares, on any shares that vest.
• The Committee will operate the LTIP according to its respective rules and in accordance with the Listing Rules and HMRC rules,
whererelevant.
Maximum • 100% of salary for the Chief Executive Officer and 90% of salary for the Chief Financial Officer and any other Executive Director in any
financial year. The Committee reviews the quantum of awards annually to ensure they are in line with market levels and appropriate given
the performance of the individual and the Company.
• Actual award levels to Executive Directors are set out in the Annual Report on Remuneration.
Performance measures • Vesting of awards would normally be based on key financial measures of performance (such as, but not limited to, EPS and ROCE),
selected by the Committee and measured over a period of no less than three financial years. EPS is a measure of the Company’s overall
financial success and ROCE is a key performance indicator for the Group. In the first year of operation of the Policy, half of the award was
subject to an EPS performance condition and the remaining half was subject to a ROCE performance condition.
• Different performance measures and/or weightings may be used for future awards to help drive the strategy of the business.
• Targets are set by the Committee for each award on a sliding scale basis. No more than 25% of awards will vest for threshold performance,
with full vesting taking place for equalling or exceeding maximum performance conditions. Targets are set considering the prevailing
strategy and long-term plans.
• The Committee retains the ability, in exceptional circumstances, to adjust the targets and/or set different measures and alter weightings for
the LTIP if events occur, such as a material divestment of a Group business, which cause it to determine they are no longer appropriate and
a change is required to ensure that they achieve their original purpose and are not materially less difficult to satisfy.
(1) Malus and clawback apply in the event of an error in calculation, a material misstatement of the financial results, serious misconduct by a participant, corporate failure or reputational damage.
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Directors’ Remuneration Policy continued
Policy table continued
Element: Non-Executive Director fees
Purpose and link to strategy • To ensure the Group is able to attract and retain experienced and skilled Non-Executive Directors able to advise and assist with
establishing and monitoring the strategic objectives of the Company.
Operation • The remuneration of the Chairman and the Non-Executive Directors is payable in cash fees.
• They are not eligible to participate in bonus or share incentive schemes.
• Their services do not qualify for pension or other benefits.
• Expenses incurred for advice in respect of UK tax returns for non-UK Non-Executive Directors may be reimbursed.
• Fees are paid monthly and reasonable expenses are reimbursed where appropriate. Tax may be reimbursed if these expenses are
determined to be a taxable benefit.
• Fee levels are determined by the full Board with reference to those paid by other companies of similar size and complexity, and to reflect
theamount of time the Non-Executive Directors are expected to devote to the Group’s activities during the year (and may include
additional ad-hoc payments to reflect increased time commitments over a short period).
• A supplementary fee is also paid to Committee Chairs and to the Senior Independent Director to reflect their additional responsibilities.
• An additional allowance of up to £50,000 per annum may be payable to the Chairman to compensate for the additional time commitment
involved in travelling both to attend Board meetings and to generally carry out the duties as Chairman.
• An additional allowance of up to £15,000 per annum may be paid to Non-Executive Directors based overseas for any additional time
commitment involved in travelling both to attend Board meetings and to generally carry out the duties as a Non-Executive Director.
Maximum • Details of the current fees for the Chairman and Non-Executive Directors are set out on page 89. The aggregate annual sum for
Non-Executive Director fees cannot exceed £600,000 per annum. The Company does not intend to seek shareholder approval for any
increase to this maximum in the short to medium term.
Performance measures • No element of the Chairman’s or the Non-Executive Directors’ fees is performance related.
Element: share ownership guidelines/requirements
Purpose and link to strategy • Executive Directors and other senior executives are required to build and maintain a shareholding in the Company as this represents
the best way to align their interests with those of shareholders. Levels are set in relation to earnings and according to the post held
in the Company.
• Non-Executive Directors are encouraged to build and maintain a shareholding.
Operation • The expectation is that executives will build up to these levels over a period of time, through: (i) retaining shares received under the
Company’s incentive arrangements, net of sales to settle tax; and/or (ii) shares purchased in their own right.
• Vested but unexercised LTIP awards, unvested RSU awards and deferred shares will count towards this requirement, on a net of tax basis.
• The Executive Directors are also required to maintain their shareholding requirement or the actual shareholding on departure, if lower, for a
minimum of two years after cessation of employment. The post-cessation shareholding obligation will apply to shares acquired (net of tax)
under awards granted under this and future policies. Shares purchased from the executives’ own funds would not be included.
Maximum • There is no maximum. However, Executive Directors are required to build and maintain a shareholding equivalent to 200% of salary,
or 300% of salary in the case of the CEO. Other senior executives are required to build and maintain a shareholding equivalent to
50% of salary.
• Newly appointed Executive Directors would normally be required to achieve the required shareholding within a five-year period of
appointment to the Board.
• The guideline for Non-Executive Directors is to hold shares equivalent to 100% of their annual fee.
Performance measures • Not applicable.
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Directors’ Remuneration Policy continued
Executive Directors’ service contracts
Service contracts stipulate that the Executive Directors will provide services to the
Company on a full-time basis. Copies of the Executive Directors’ service contracts are
available for inspection at the Company’s registered office.
Executive Director
(1)
Date of
service contract
Notice
period
(2)
Chris Smith 11 Jun 2020 6 months
Mark Strickland 4 Jan 2021 6 months
(1) All Directors are re-elected on an annual basis.
(2) By either the Company or the Executive Director. In exceptional circumstances, notice periods of up to
a maximum of twelve months may be offered to newly recruited Directors. The service contract is of an
unlimited duration.
Non-Executive Directors’ letters of appointment
Information regarding the dates of the letters of appointment and notice periods for the
Chairman and the Non-Executive Directors is set out below.
Copies of the letters of appointment are available for inspection at the Company’s
registered office.
Director
(1)
Latest letter of
appointment
Date first
appointed
to the Board
Notice
period
(2)
Jeff Nodland 21 Jun 2019 26 Jun 2019 3 months
Elizabeth McMeikan 14 Nov 2019 14 Nov 2019 3 months
Alastair Murray 27 Aug 2024 2 Aug 2021 3 months
Regi Aalstad 13 Jun 2025 14 Mar 2022 3 months
(1) All Directors stand for re-election on an annual basis at the AGM.
(2) Terminable at the discretion of either party. Appointments may be terminated without compensation
in the event of them not being re-elected by shareholders or otherwise in accordance with the Articles.
Appointments are of an unlimited duration subject to note (1) above in the case of Jeff Nodland and
Elizabeth McMeikan. In the case of Alastair Murray and Regi Aalstad, each Non-Executive Director’s
appointment will continue for an initial three-year term, subject to note (1). The appointment letters state
that Non-Executive Directors are typically expected to serve two three-year terms but may be invited
by theBoard to serve for an additional period. Alastair Murray and Regi Aalstad are now in their second
three-year term.
Remuneration performance scenarios 2026
The Executive Directors’ remuneration packages comprise both core fixed elements (base
salary, RSUs, pension and benefits) and performance-based variable pay. The charts
opposite illustrate the composition of the CEO’s and CFO’s remuneration packages at
minimum, target, maximum and maximum plus 50% share price growth for 2026, in line
with policy.
Notes:
(1) Fixed pay comprises salary as at 1 July 2025, RSUs at 30% of salary, benefits (estimated based on 2025
actual values) and cash allowance in lieu of pension (at 8% of salary).
(2) Bonus includes both the cash element and the deferred share element, but it is assumed that no voluntary
deferral takes place and therefore no matching award is made.
(3) Assumptions when compiling the charts are:
• minimum = fixed pay only (i.e. salary, RSU awards face value at grant (i.e. 30% of annual salary), benefits
and pension);
• target = fixed pay plus 50% of annual bonus payable and 50% vesting of LTIP awards;
• maximum = fixed pay plus 100% of annual bonus payable and 100% of LTIP awards vesting (based on a
face value of 100% of salary for the CEO and 90% of salary for the CFO); and
• maximum plus 50% share price growth = fixed pay plus 100% of annual bonus payable and 100% of LTIP
vesting at a 50% higher share price than when the LTIP award was granted.
Minimum Target Maximum
Maximum plus 50%
share price growth
£692,800
100.0% 59.0% 41.8%
29.1%
29.1%
36.5%
25.4%
38.1%
20.5%
20.5%
£1,175,600
£1,658,600
0
£500,000
£1,000,000
£1,500,000
£2,000,000
£1,900,000
Fixed pay Annual bonus Long-term incentives
Minimum Target Maximum Maximum plus 50%
share price growth
£457,600
100.0% 60.3% 43.2%
29.9%
26.9%
38.0%
26.4%
35.6%
20.9%
18.8%
£758,800
£1,059,900
0
£500,000
£1,000,000
£1,500,000
£2,000,000
£1,202,600
Fixed pay Annual bonus Long-term incentives
CEO
CFO
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This part of the report comprises five sections:
A. Remuneration for 2025
1. Single total figure of remuneration (audited)
2. Annual bonus outcomes for 2025 (audited)
3. LTIP vesting outcome for the year ended 30 June 2025 (audited)
4. Payments for loss of office
5. Payments to former Directors
B. Directors’ share ownership and share interests
6. LTIP, RSU and deferred bonus awards granted in2025
7. Outstanding LTIP, RSU and deferred bonus awards
8. Statement of Directors’ shareholdings and share interests
C. Pay comparison
9. Percentage change in Directors’ remuneration versus employee pay
10. CEO pay ratio
11. CEO single figure history and Total Shareholder Return (TSR)
12. Relative importance of spend on pay
D. Remuneration Committee membership, governance and voting
13. Remuneration Committee and advisers
14. Statement of shareholder voting
E. Implementation of Remuneration Policy in2026
15. Application of the Remuneration Policy for 2026
A. Remuneration for 2025
1. Single total figure of remuneration (audited)
Executive Directors
The table below sets out a single total remuneration figure for the position of the Executive Directors in office for the 2025 financial year:
Fixed remuneration Performance-related remuneration Total
Base
salary
(1)
£’000
RSU
(2,3)
£’000
Benefits
(4)
£’000
Pension
(5)
£’000
Total fixed
remuneration
£’000
Annual
bonus
(6)
£’000
LTIPs
(7)
£’000
Total variable
remuneration
£’000 £’000
Chris Smith
2025 477 141 26 38 682 344 2,274 2,618 3,300
2024 464 141 26 37 668 454 416 870 1,538
Mark Strickland
2025 313 94 20 25 452 226 1,203 1,429 1,881
2024 305 80 19 24 428 298 220 518 946
(1) The base salary review was undertaken during the financial year with changes effective from 1 January 2025. The annual base salaries for the CEO at 1 July 2024 and 1 January 2025 were £470,632 and £482,868, respectively.
The annual base salaries for the CFO at 1 July 2024 and 1 January 2025 were £309,000 and £317,034, respectively.
(2) RSU grants have been included for Chris Smith as follows: (i) a grant made on 12 June 2023, with 347/366ths included in 2024, (ii) a grant made on 20 November 2023 (deemed grant date of 12 June 2023), with the full value
of this included in 2024, (iii) a grant made on 11 June 2024, with 19/365ths of this included in 2024 and the remaining 346/365ths included in 2025 and (iv) a grant made on 12 June 2025, with 19/365ths of this included in 2025
and the remaining 346/365ths to be included in 2026. The additional November 2023 grant relates to the increased Policy award level from 15% to 30% of salary. All grants are valued using the closing share price on the day
prior to the date of grant.
(3) RSU grants have been included for Mark Strickland as follows: (i) a grant made on 3 October 2022, with 2/12ths of this included in 2024, (ii) a grant made on 20 September 2023 with 10/12ths of this included in 2024 and the
remaining 2/12ths of this included in 2025, (iii) a grant made on 20 November 2023 (deemed grant date of 20 September 2023), with 8/10ths of this included in 2024 and 2/10ths of this included in 2025 and (iv) a grant made
on 18 September 2024 with 10/12ths of this included in 2025 and the remaining 2/12ths of this to be included in 2026. The additional November 2023 grant relates to the increased Policy award level from 15% to 30% of salary.
All grants are valued using the closing share price for the day prior to the date of grant.
(4) Benefits consist of the provision of a company car (or cash equivalent), private healthcare, disability insurance and life cover.
(5) The pension figure represents the value of the Company’s pension contribution (8% of salary) taken as a cash payment in lieu.
(6) 30% of the bonus for each of the Executive Directors will be deferred in shares for three years, the vesting of which is subject to continued employment.
(7) The LTIP value for 2025 is the value of the awards granted on 3 October 2022 which are due to vest at maximum. The vesting date for these awards is 3 October 2025, after the announcement of the 2025 results.
The value of the awards has been shown using the three-month average share price to 30 June 2025, which is 144.93 pence. 75.9% of the 2025 LTIP value is due to the change in share price between grant date and the
estimated vesting price of 144.93 pence. The LTIP value for 2024 was based on a share price of 127.0 pence on 9 September 2024 with the awards vesting on 17 September 2024 due to the Company being in a closed period up
to that point. The 2024 LTIP single figure value has been updated to reflect a share price of 116.0 pence on the actual date of vesting (17 September 2024).
Remuneration Committee Report continued
Annual Report on Remuneration
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Remuneration Committee Report continued
Annual Report on Remuneration continued
A. Remuneration for 2025 continued
1. Single total figure of remuneration (audited) continued
Non-Executive Directors
2025 2024
Base fee
£’000
Committee
additional
fees
£’000
Benefits
(1)
£’000
Total
£’000
Base fee
£’000
Committee
additional
fees
£’000
Benefits
(1)
£’000
Total
£’000
Jeff Nodland
(2)
210 — 50 260 210 — 53 263
Elizabeth McMeikan 53 17 — 70 53 17 — 70
Alastair Murray 53 9 — 62 53 9 — 62
Regi Aalstad
(3)
53 10 — 63 53 — 1 54
(1) Benefits comprise reimbursement of expenses (gross of tax) incurred by Non-Executive Directors in the course of carrying out their roles and are considered by HMRC to be taxable.
(2) Jeff Nodland received a travel allowance of £50,000 during the year.
(3) Regi Aalstad was appointed Non-Executive Director for employee engagement on 1 July 2023. The additional fee for this role for both 2024 and 2025 was paid during 2025.
2. Annual bonus outcomes for 2025 (audited)
For 2025, the maximum bonus opportunity for the Executive Directors was 100% of base salary, with 80% of bonus based on financial performance and 20% of bonus based on
performance against specific demanding and measurable strategic objectives. Based on the outcomes of the financial and strategic elements (as set out below), the Executive Directors
both received a total bonus of 72.1% of salary (representing 72.1% of the maximum bonus opportunity).
Financial element outcomes
The financial element of the bonus consisted of adjusted operating profit and net debt targets, making up 60% and 20% of the bonus respectively. These were translated using internal
budget exchange rates, hence the figures in the table below differ from adjusted operating profit and net debt quoted elsewhere in the Annual Report and Accounts.
Performance targets
Threshold
0%
£m
Target
50%
£m
Stretch
100%
£m
Actual
performance
(4)
£m
Payout
(% of maximum)
Adjusted operating profit
(1,2)
(60%) 60.2 66.1 72.1 68.5 69.8%
Net debt
(2,3)
(20%) 110.9 105.9 100.9 103.9 70.0%
(1) Excludes amortisation of intangible assets and exceptional costs.
(2) Adjusted operating profit and net debt outcomes are calculated on a straight-line basis between threshold and target and between target and stretch.
(3) Net debt is measured as at 30 June 2025. In assessing performance against the net debt targets, the Committee applied judgement and, on a fair and reasonable basis, amended the original targets to neutralise for
unbudgeted Board approved spend (such as additional capital expenditure, loans paid to the Employee Benefit Trust and one-off pension scheme contributions). This adjustment ensured the targets and actual net debt were
set and measured on a like-for-like basis.
(4) Translated using internal budget exchange rates, consistent with the basis used for settling the performance targets.
The adjusted operating profit and net debt targets were partially achieved, resulting in an overall payout of 69.9% of maximum (or 58.3% of salary) for the financial elements.
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Annual Report on Remuneration continued
A. Remuneration for 2025 continued
2. Annual bonus outcomes for 2025 (audited) continued
Strategic element outcomes
Both Executive Directors were set a common transformation objective and separate individual objectives, as follows:
Objective Achievement
Shared objective (10%) Transformation
Part 1: Supporting the successful implementation of Transformation
initiatives, particularly the SAP S/4HANA programme.
Part 2: Supporting the delivery of the Transformation programme in
2025.
• Delivery of benefits achieved in 2025.
• SAP S/4HANA on track.
• Commercial Excellence and Service Excellence largely
delivered.
62.5% payout was based on delivering financial benefits
anddelivery of the Group’s Transformation initiatives in line
with plan.
Chris Smith (10%) Sustainability
Part 1: By June 2025, projects that drive a reduction in Scope 3 carbon
emissions must be confirmed to launch in 2026 (40% weighting).
Part 2: Engage with suppliers to understand their carbon maturity and
develop plans to improve the rating of suppliers scoring less than 4 on
the ClimatePartner
®
rating scale (40% weighting).
Part 3: Reduce Scope 1 and 2 emissions in line with targets (20%
weighting).
Part 1: Reduction of 25,740 tonnes of CO
2
e achieved versus
maximum requirement of 9,544 CO
2
e.
Part 2: We understand the carbon maturity of 97% of
suppliers and have action plans in place for 52% of suppliers
rated below 4 on the ClimatePartner
®
rating scale – both
metrics above the maximum requirement.
Part 3: Emissions at 135.7 kWh/tonne versus maximum
requirement of 141.0 kWh/tonne.
Significant progress has been made on sustainability and this
objective has been met in full.
Mark Strickland (10%) Value-add plan
Put in place a mechanism for establishing and regularly reviewing
McBride’s top ten ‘non-core’ strategic value ideas, develop high-level
financial modelling to summarise value ideas and create a summary
value plan, and incorporate these into the Annual Three-Year Plan.
The value-add plan has been delivered in full. In particular,
the discipline around this objective had been excellent and
the high-level financial modelling assisted with decision
making for the wider business and was incorporated into the
Three-Year Plan.
This objective has been met in full.
Chris Smith and Mark Strickland performed strongly against their personal objectives throughout the year. Based on their performance, the Committee determined that the first objective
(applicable to both Executive Directors) was met at 62.5% and that the individual objectives were each fully met. This resulted in an overall payout for both Executive Directors of 81.3% of
the 20% allocated to the personal objectives and, therefore, a payout of 16.3% of salary for both Executive Directors.
The overall bonus payout is 72.1% of maximum (or 72.1% of salary) and no discretion has been used in determining the outcome. The Committee believes this is a fair outcome which
appropriately reflects the strong performance of the Group during the year.
30% of the bonus for each of the Executive Directors will be deferred in shares for three years.
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Annual Report on Remuneration continued
A. Remuneration for 2025 continued
2. Annual bonus outcomes for 2025 (audited) continued
Strategic element outcomes continued
Average base
salary used for
bonus
calculation
Bonus earned
(% of salary) Total bonus
Value paid
in cash
Value deferred
in cash
Chris Smith £476,600 72.1% £343,911 £240,738 £103,173
Mark Strickland £312,984 72.1% £225,800 £158,060 £67,740
3. LTIP vesting outcome for the year ended 30 June 2025 (audited)
On 3 October 2022, Chris Smith was granted LTIP awards over 1,569,107 shares and Mark Strickland was granted awards over 829,714 shares which were, in each case, capable of vesting
on 3 October 2025. The awards were based on adjusted EPS and net debt to adjusted EBITDA
(1)
ratio performance conditions, each with an equal weighting. The performance period for
both measures ended on 30 June 2025 and the awards vested in full. These vested awards will ordinarily become exercisable on 3 October 2025, subject to continued service. Vested
awards are subject to a two-year holding period.
Threshold
(10% vesting)
Target
(50% vesting)
Maximum
(100% vesting) Actual
Vesting
(% of maximum)
Adjusted EPS (50%) 8.0 pence 9.3 pence 11.0 pence 22.1 pence 100%
Net debt to adjusted EBITDA
(1)
ratio (50%) 3.5x 3.2x 2.8x 1.2x 100%
Both the adjusted EPS and net debt to adjusted EBITDA
(1)
ratio targets were achieved in full, resulting in 100% of the award vesting. The value for the single figure table is based on the
information below:
Number
of awards
granted on
3 October 2022
Vesting
outcome
Number
of awards
vesting
Additional
dividend
accrual
Estimated
share price
(three-month
average to
30 June 2025)
Value of
vested awards
for single
figure table
Chris Smith 1,569,107 100% 1,569,107 — 144.93 pence £2,274,107
Mark Strickland 829,714 100% 829,714 — 144.93 pence £1,202,505
The awards vest on 3 October 2025, after the announcement of the 2025 results. As the vesting share price is not known, the value of the awards has been shown using the three-month
average share price to 30 June 2025, being 144.93 pence.
The Committee has not applied any discretion to amend the formulaic outcomes. The vested awards will be subject to a two-year holding period.
(1) Please refer to APM in note 30.
4. Payments for loss of office
There were no payments for loss of office made during the year ended 30 June 2025.
5. Payments to former Directors
There were no payments made to former Directors during the year ended 30 June 2025 in respect of relevant services.
91 McBride plc Annual Report and Accounts 2025
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Remuneration Committee Report continued
Annual Report on Remuneration continued
B. Directors’ share ownership and share interests
6. LTIP, RSU and deferred bonus awards granted in 2025
LTIP awards
In the year under review, LTIP awards were granted to both Executive Directors on 18 September 2024 under the McBride plc 2014 LTIP. These awards were granted in the form of
conditional share awards.
Market price
on grant
date
(1)
Basis
of award
Number of
awards
Face value
of awards
Percentage
vesting at
threshold
Performance
period end
Chris Smith 116.0 pence 100% of salary 405,717 £470,632 10% 30 June 2027
Mark Strickland 116.0 pence 90% of salary 239,741 £278,100 10% 30 June 2027
(1) The awards were granted at a price of 116.0 pence, being the middle market quotation on the day before the date of grant.
Vested awards will be subject to a two-year holding period.
RSU awards
RSU awards were granted to both Chris Smith and Mark Strickland in June and September 2024 respectively at 30% of salary.
Chris Smith’s grant for 2026 was made on 12 June 2025 in line with past practice.
Date of
grant
Market price
on grant
date
(1)
Basis of
award
Number of
awards
Face value
of awards
Vesting
date
Chris Smith 11 June 2024 118.0 pence 30% of salary 119,652 £141,189 11 June 2027
12 June 2025 151.4 pence 30% of salary 95,680 £144,860 12 June 2028
Mark Strickland 18 September 2024 116.0 pence 30% of salary 79,913 £92,699 18 September 2027
(1) The awards were granted at the middle market quotation price on the day before the date of grant.
Vested awards will be subject to a two-year holding period.
Deferred bonus awards
In respect of performance for the year ended 30 June 2024, 30% of the bonus was deferred into share awards on 18 September 2024, under the McBride 2020 Deferred Annual Bonus
Plan (DBP). These awards vest after three years, subject to continued service.
Market price
on grant
date
(1)
Basis of
award
Number of
awards
Face value
of awards
Vesting
date
Chris Smith 116.0 pence 30% of 2024 bonus 117,534 £136,339 18 September 2027
Mark Strickland 116.0 pence 30% of 2024 bonus 77,168 £89,515 18 September 2027
(1) The awards were granted at a price of 116.0 pence, being the middle market quotation on the day before the date of grant.
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Remuneration Committee Report continued
Annual Report on Remuneration continued
B. Directors’ share ownership and share interests continued
7. Outstanding LTIP, RSU and deferred bonus awards
Interests of Directors under the McBride plc 2014 LTIP as at 1 July 2024 and 30 June 2025 are set out below:
Director Type of award Date of award
Number of
awards
at 1 July 2024
Granted
in year
Awards
vested in year
Allocations
lapsed in year
Number of
awards at
30 June 2025
Market price
the day before
the date of award
(£) Vesting date Performance period
Chris Smith LTIP
(1)
9 Sep 2021 716,955 — (358,477) (358,478) — 0.766 9 Sep 2024 1 Jul 2021 to 30 Jun 2024
LTIP
(2)
3 Oct 2022 1,569,107 — — — 1,569,107 0.35 3 Oct 2025 1 Jul 2022 to 30 Jun 2025
LTIP
(3)
20 Sep 2023 1,129,601 — — — 1,129,601 0.4045 20 Sep 2026 1 Jul 2023 to 30 Jun 2026
LTIP
(4)
18 Sep 2024 — 405,717 — — 405,717 1.160 18 Sep 2027 1 Jul 2024 to 30 Jun 2027
RSU
(5)
13 Jun 2022 216,073 — — — 216,073 0.305 13 Jun 2025 n/a
RSU 12 Jun 2023 254,317 — — — 254,317 0.2695 12 Jun 2026 n/a
RSU 20 Nov 2023 254,317 — — — 254,317 0.2695 12 Jun 2026 n/a
RSU 11 Jun 2024 119,652 — — — 119,652 1.18 11 Jun 2027 n/a
RSU 12 Jun 2025 — 95,680 — — 95,680 1.514 12 Jun 2028 n/a
DBP 20 Sep 2023 315,114 — — — 315,114 0.4045 20 Sep 2026 n/a
DBP 18 Sep 2024 — 117,534 — — 117,534 1.16 18 Sep 2027 n/a
Mark Strickland LTIP
(1)
9 Sep 2021 379,112 — (189,556) (189,556) — 0.766 9 Sep 2024 1 Jul 2021 to 30 Jun 2024
LTIP
(2)
3 Oct 2022 829,714 — — — 829,714 0.35 3 Oct 2025 1 Jul 2022 to 30 Jun 2025
LTIP
(3)
20 Sep 2023 667,490 — — — 667,490 0.4045 20 Sep 2026 1 Jul 2023 to 30 Jun 2026
LTIP
(4)
18 Sep 2024 — 239,741 — — 239,741 1.160 18 Sep 2027 1 Jul 2024 to 30 Jun 2027
RSU 9 Sep 2021 51,697 — (51,697) — — 0.766 18 Sep 2027 n/a
RSU 3 Oct 2022 169,957 — — — 169,957 0.233 3 Oct 2025 n/a
RSU 20 Sep 2023 111,248 — — — 111,248 0.4045 20 Sep 2026 n/a
RSU 20 Nov 2023 111,248 — — — 111,248 0.4045 21 Sep 2026 n/a
RSU 18 Sep 2024 — 79,913 — — 79,913 1.160 18 Sep 2027 n/a
DBP 20 Sep 2023 198,222 — — — 198,222 0.4045 20 Sep 2026 n/a
DBP 18 Sep 2024 — 77,168 — — 77,168 1.160 18 Sep 2027 n/a
(1) The September 2021 LTIP award vested at 50% as the adjusted EPS condition was achieved but the ROCE condition was not met. This award vested during 2025.
(2) The October 2022 LTIP award is based 50% on net debt/adjusted EBITDA
(6)
targets (3.5x to 2.8x) and 50% on adjusted EPS targets relating to the year ending 30 June 2025 (8.0 pence to 11.0 pence). This award was granted at
35.0 pence while the share price prior to grant was 23.3 pence. The award will vest at maximum in October 2025.
(3) The September 2023 LTIP is based 50% on cumulative adjusted EPS for the three-year period ending 30 June 2026 (21.7 pence to 43.1 pence) and 50% on annual average ROCE for the same three-year period (15.0% to 23.8%).
(4) The September 2024 LTIP is based 50% on cumulative adjusted EPS for the three-year period ending 30 June 2027 (60.0 pence to 90.0 pence) and 50% on annual average ROCE for the same three-year period (30.0% to
36.2%).
(5) The vesting of the 2022 RSU for Chris Smith has been delayed.
(6) Please refer to APM in note 30.
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Remuneration Committee Report continued
Annual Report on Remuneration continued
B. Directors’ share ownership and share interests continued
8. Statement of Directors’ shareholdings and share interests
The table below shows the beneficially owned shares and share interests held by Board members and their shareholdings as a percentage of salary/fee. Both Executive Directors have
holdings which are in excess of their respective shareholding guidelines, being 300% of salary for the CEO and 200% of salary for the CFO.
Beneficially
owned shares
30 June 2025
(1)
Unvested
deferred
bonus awards
Unvested
RSU awards
Vested but
unexercised
LTIP awards
Total interests
held
Value of interests
counting towards
shareholding guideline
(000s)
(2)
Shareholding
as a % of
salary/fee
(3)
Beneficially
owned shares
30 June 2024
Jeff Nodland 714,600 — — — 714,600 £1,073 511.1% 664,600
Elizabeth McMeikan 29,000 — — — 29,000 £44 83.0% 29,000
Alastair Murray 57,500 — — — 57,500 £86 164.5% 37,500
Regi Aalstad 130,500 — — — 130,500 £196 373.4% 130,500
Chris Smith 803,306 432,648 940,039 — 2,175,993 £2,299 476.2% 576,863
Mark Strickland 320,262 275,390 472,366 — 1,068,018 £1,076 339.5% 173,355
(1) Includes shares held by Connected Persons.
(2) Calculated using the closing share price of 150.2 pence per ordinary share in the Company on 30 June 2025.
(3) Executive Directors have a shareholding requirement equal to a multiple of base salary, 300% in the case of the CEO and 200% in the case of the CFO, which they are expected to reach within five years of their appointment.
As well as beneficially owned shares, vested but unexercised LTIP awards, unvested RSU awards and deferred shares will count towards shareholding requirements, on a net of tax basis. Non-Executive Directors have a
shareholding guideline equivalent to 100% of their annual base fee. Jeff Nodland, Alistair Murray, Regi Aalstad, Chris Smith and Mark Strickland have share interests in excess of their respective guidelines and Elizabeth
McMeikan is below her guideline requirement.
No changes to the Directors’ ordinary share interests shown in the above table have taken place between 30 June 2025 and 11 September 2025.
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Annual Report on Remuneration continued
C. Pay comparison
9. Percentage change in Directors’ remuneration versus employee pay
The table below shows the annual percentage change in remuneration of Directors and UK employees over the last five financial years. Although the Company has an international
workforce, this group has been chosen as it continues to represent the most meaningful comparator group to compare to the UK-based Executive Directors. Where there are no prior
years to compare to, the value is marked as not applicable.
Salary/fees change
(1)
Benefits change
(1)
Bonus change
(1)
2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025
Executive Directors
Chris Smith 27.0% 0.5% 2.0% 3.5% 2.8% (6.6)% 73.6% 2.6% 7.1% 2.0% (100.0)% N/A N/A 100.0% 7.0%
Mark Strickland N/A 96.5% 6.8% 8.0% 2.8% N /A 156.0% 2.4% 8.5% 7.6% N /A N/A N/A 100.0% 11.6%
Non-Executive Directors
Steve Hannam 8.7% 2.7% (61.7)% N /A N/A (100.0)% 0.0% 0.0% N/A N /A N/A N/A N/A N/A N/A
Igor Kuzniar 0.0% 2.6% (8.3)% (100.0)% N/A (100.0)% 100.0% (16.5)% N/A N/A N /A N/A N/A N/A N/A
Elizabeth McMeikan 91.6% 2.7% 8.6% 10.1% 0.0% 0.0% 0.0% 100.0% (97.9)% (100.0)% N/A N /A N/A N/A N/A
Jeff Nodland 62.9% 0.0% 0.0% 5.0% 0.0% (95.9)% 3,602.8% 22.2% (11.6)% (5.5)% N /A N /A N/A N/A N/A
Alastair Murray N/A N/A 13.8% 5.0% 0.0% N /A N /A 87.8% (100.0)% N/A N/A N/A N/A N/A N/A
Regi Aalstad N/A N/A 229.1% 5.0% 19.0% N /A N/A 100.0% (25.3)% (100.0)% N /A N /A N/A N/A N/A
Comparator group
Average for UK employees
(2)
7.6% 2.1% 3.6% 6.9% 5.7% 32.9% (21.5)% (6.3)% 36.0% 17.1% 1,531.1% (17.5)% (68.6)% 12.0% 4.8%
(1) Footnotes in relation to 2021, 2022, 2023 and 2024 percentage changes can be found in the Annual Report and Accounts for the relevant year.
(2) The calculations for the comparator group are based on the average values for UK-based employees (other than Directors) that were employed by Robert McBride Ltd on the last day of the financial year versus the same
criteria for the previous financial year. Last financial year there were 459 employees in the comparator group versus 506 employees at the end of this financial year. The average salary for the UK-based employees (on an FTE
basis) has increased over the last financial year. The average benefits change value shows variance to prior year largely driven by increasing costs of benefit provision and take-up in the UK. The average bonus change value
reflects the increased payout due from improved financial performance. Pension benefits and long-term incentive awards are excluded from the calculation. The comparator group data is being reported in this way asall of the
employees of McBride plc are Directors and therefore the comparison required by the Regulations cannot be shown.
10. CEO pay ratio
Under Option B of The Companies (Miscellaneous Reporting) Regulations 2018, the latest available gender pay gap data was used to identify the best equivalent comparison for the three
UK-based employees whose pay is at the 25th, 50th (median) and 75th percentiles of the comparator group. There were 506 UK-based employees in the comparator group, assessed
with an effective date of 5 April 2024 as required by the gender pay gap reporting regulations. This calculation methodology was selected as it provides the most consistent Company
approach for identifying meaningful equivalents which are reasonably representative of the percentiles and are aligned to the Company’s approach to UK gender pay gap reporting. The
employees identified as the best equivalents are deemed reasonably representative as their incentive outcomes and pay structures are representative of the wider population.
The ratios shown in the table compare the total remuneration for the relevant UK-based employees to the current CEO single total remuneration figure. The ratios have increased in 2025,
primarily as a result of the CEO’s 2022 LTIP award vesting in full in 2025. There has also been an increase in salary and total remuneration for median earners for the wider UK employee
population. This pay ratio is consistent with the pay, reward and progression policies applicable to the Company’s employees as a whole. All employees are eligible for incentives, which
can vary from year to year. Salaries are based on role size and market benchmarks, and there are similar pension contributions (in terms of percentage of salary) for the Executive
Directors compared to the median employee.
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Annual Report on Remuneration continued
C. Pay comparison continued
10. CEO pay ratio continued
Year Method
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2025 Option B 95.4:1 63.4:1 45.3:1
2024
(1)
Option B 42.3:1 38.9:1 27.5:1
2023 Option B 28.2:1 22.8:1 18.3:1
2022
(2)
Option B 17.8:1 14.8:1 9.6:1
2021
(2)
Option B 20.5:1 16.6:1 11.1:1
(1) The 2024 figures are restated compared to the values shown in the 2024 Annual Report and Accounts to
include the value of the 2021 LTIP award.
(2) The ratios shown in the table compare total remuneration for the three relevant UK-based employees to a
CEO’s single total remuneration figure that includes base salary, RSUs, benefits and pension only as there
were no incentive payments in respect of 2021 and 2022. Typically, a significant proportion of the CEO’s pay
is delivered through incentives where performance conditions are met.
The table below shows the total remuneration and salary for each quartile of UK employees
over the financial year from 1 July 2024 to 30 June 2025.
25th
percentile Median
75th
percentile
Salary £33,805 £44,063 £59,628
Total remuneration £34,585 £52,051 £72,810
11. CEO single figure history and Total Shareholder Return (TSR) performance
The graph below charts the TSR of shares in McBride plc, calculated as share value
movement plus reinvested dividends, over the ten years to 30 June 2025, compared with
that of a hypothetical holding in the FTSE SmallCap excluding Investment Trusts. The
Directors consider this index to be an appropriate comparator group for assessing the
Company’s TSR as it provides a well-defined, understood and accessible benchmark.
The graph shows the value, by 30 June 2025, of £100 invested in McBride plc on 1 July
2015, compared with the value of £100 invested in the FTSE SmallCap excluding Investment
Trusts on the same date.
The following table shows the historical CEOs’ levels of total remuneration (single figure of
total remuneration), together with annual bonus and LTIPawards as a percentage of the
maximum available.
CEO/financial year
Total
remuneration
£’000
Annual
bonus
% of
maximum
LTIP %
of maximum
vested
(5)
Chris Smith
(1)
2025 3,300 72.1 100.0
2024 1,577 98.0 50.0
2023 999 95.0 —
2022 552 — —
2021 551 — —
2020
(2)
497 24.8 —
Ludwig de Mot
(3)
2020
(2)
368 — —
Rik De Vos
(4)
2019 592 — —
2018 890 — 62.5
2017 1,169 70.8 100.0
2016 893 98.5 —
(1) Chris Smith was appointed CEO with effect from 11 June 2020, having previously been CFO since 15 July
2014.
(2) For 2020, the total remuneration has been adjusted to reflect the period served as CEO.
(3) Ludwig de Mot was appointed CEO with effect from 1 November 2019 and left the business on 10 June 2020.
(4) Rik De Vos was appointed CEO with effect from 2 February 2015 and left the business on 31 August 2019.
(5) The ‘LTIP % of maximum vested’ is the percentage of shares vesting compared to the maximum that could
have vested.
12. Relative importance of spend on pay
The table below shows the total amount of distributions to shareholders compared to
thetotal payroll costs for the Group for the financial years ended 30 June 2024 and
30June 2025.
Year ended
30 June 2025
£m
Year ended
30 June 2024
£m % change
Shareholder distribution — — n/a
Total payroll costs
(1)
(of all Group employees including Directors) 162.8 156.5 4.0%
(1) Total payroll costs exclude termination benefits.
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
0
50
100
150
200
250
£
McBride FTSE SmallCap (excl. Investment Trusts)
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Annual Report on Remuneration continued
D. Remuneration Committee membership, governance
and voting
13. Remuneration Committee and advisers
The Committee met five times in the year ended 30 June 2025. Details of attendance can
be found below.
Members
Number of
scheduled meetings
attended (quorum
is three members)
Eligible
to attend
Elizabeth McMeikan (Chair) 5 5
Regi Aalstad 5 5
Alastair Murray 5 5
Jeff Nodland 5 5
Jeff Nodland satisfied the independence condition on his appointment as a Non-Executive
Director. The Board is satisfied that the remaining members during the year were
independent Non-Executive Directors. Meetings may be attended by the CEO on all matters
except those relating to his own remuneration. The CFO, the Chief HR Officer and the
Company’s independent remuneration consultants also attend meetings by invitation. The
Company Secretary attended each meeting as Secretary to the Committee. No Director or
attendee participates in any discussion relating to their own remuneration.
A summary of the key matters considered by the Committee in respect of Directors’
remuneration during the year and since the year end in respect of 2025 is as follows:
• The Committee reviewed the base salaries for the Executive Directors.
• In relation to the annual bonus, the Committee reviewed and approved performance
against the financial and non-financial objectives and determined after the year end
that a bonus of 72.1% of maximum would be payable to each of the Executive Directors
covering this period. No discretion was applied in reaching this decision.
• In relation to the LTIP awards granted in 2022, the Committee reviewed the performance
conditions after the year end and determined that the overall vesting will be 100%,
reflecting strong adjusted EPS growth and debt management, and that no discretion
was to be applied in determining the level of vesting or to address windfall gains.
• The Committee approved the grant of the LTIP and RSU awards in the period under
review in line with the Policy that was approved at the 2023 AGM.
The Committee’s main duties are:
• to review the ongoing appropriateness and relevance of the Directors’ Remuneration
Policy;
• to apply formal and transparent procedures regarding executive remuneration packages;
• to consider and make recommendations to the Board on remuneration issues for the
Chairman, the Executive Directors and other senior executives, taking into account the
interests of relevant stakeholders;
• to ensure that failure is not rewarded and that steps are taken to mitigate loss on
termination to contractual obligations where appropriate; and
• to review the implementation and operation of any Company share option schemes,
bonus schemes and LTIPs and to review the formal policy for shareholding requirements,
both in employment and post-cessation.
The Terms of Reference of the Committee were reviewed during the year, and a copy of the
Committee’s Terms of Reference is available on the Group’s website www.mcbride.co.uk.
In determining the remuneration structure, the Committee appoints and receives advice
from independent remuneration consultants on the latest developments in corporate
governance and the pay and incentive arrangements prevailing in comparably sized
companies. The Committee received advice from FIT Remuneration Consultants LLP (‘FIT’),
who were appointed in 2024 as its independent adviser. FIT received £59,066 in respect of
the services provided in 2025. FIT is a member of the Remuneration Consultants Group and
is a signatory to its Code of Conduct, which sets out guidelines to ensure that any advice is
independent and free of undue influence. FIT provided no other services to the Company.
The Committee is satisfied that the advice provided by FIT was independent and objective.
The Committee is also satisfied that the team who provided advice do not have any
connection to McBride that may impair their independence or objectivity.
14. Statement of shareholder voting
The table below shows the voting outcome for the approval of the 2024 Directors’
Remuneration Report at the AGM in November 2024 and for the approval of the Directors’
Remuneration Policy at the AGM in November 2023:
Resolution
Votes
for %
Votes
against %
Votes
withheld
Approval of Remuneration
Report (advisory vote at
the2024AGM) 117,547,834 99.74 309,558 0.26 21,312
Approval of Remuneration
Policy (binding vote at
the2023AGM) 106,247,728 93.71 7,132,562 6.29 21,629
The 2023 Directors’ Remuneration Policy is available on McBride’s website
(www. mcbride. co.uk) under the ‘Our Board & Corporate Governance’ section.
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E. Implementation of Remuneration Policy in 2026
15. Application of the Remuneration Policy for 2026
The table below sets out how the Policy is intended to be applied for Board Directors in 2026.
Element Application of Policy for 2026
Executive Director base salary The Executive Directors’ salaries as at the start of 2026 are £482,868 for the CEO and £317,034 for the CFO.
A salary review will be undertaken in the normal way during the year and any increase will take effect from 1 January 2026.
RSUs An award of 30% of salary will be made to each of the Executive Directors.
Benefits Pension contribution (or cash allowance in lieu of pension) of 8% of salary for each of the Executive Directors in line with the contribution rate
for the majority of the UK workforce. Car allowance of £13,200 per annum and private medical coverage, estimated to be around £1,900 for
2026, for each of the Executive Directors.
Annual bonus The structure and operation of the annual bonus scheme for the Executive Directors will continue in line with the previous financial year.
Themaximum bonus opportunity continues to be 100% of salary, with 60% of the award subject to challenging operating profit targets, 20%
of the award subject to targets related to overhead cost reduction and 20% subject to specific strategic objectives.
The Committee considers that the forward-looking targets are commercially sensitive and has, therefore, chosen not to disclose them in
advance. Details of the targets will be set out retrospectively in next year’s Remuneration Report; however, the targets are considered to be
demanding in the context of the Company’s circumstances.
LTIP In 2026, the CEO’s award will have a face value of 100% of salary and the CFO’s award will have a face value of 90% of salary. The awards will
be subject to adjusted EPS and ROCE performance conditions with equal weighting.
Adjusted EPS will be assessed by reference to the cumulative adjusted EPS achieved for the 2026, 2027 and 2028 financial years and ROCE
will be assessed by reference to the average ROCE achieved over the same three-year period.
It is intended that awards will be made under the existing 2023 LTIP plan in September 2025.
The targets for the 2026 awards are as follows:
Target
Threshold
(10% of part
subject to target)
Threshold
(50% of part
subject to target)
Threshold
(100% of part
subject to target)
Cumulative adjusted EPS over three years 66.0p 77.7p 89.4p
Average ROCE over three years 30.6% 32.2% 33.8%
The Committee believes the adjusted EPS and ROCE targets are sufficiently challenging against internal and external expectations.
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Element Application of Policy for 2026
Non-Executive Director fees There will be no change to the level of annual fees of the Chairman and Non-Executive Directors for 2026. These were last increased by 5%
in July 2023. An additional fee for the Non-Executive Director for employee engagement was introduced during 2025, to reflect this role that
has been carried out by Regi Aalstad since July 2023. Fees will be as follows in 2026:
• Chairman base fee: £210,000;
• Non-Executive Director base fee: £52,500;
• Chair of the Audit and Risk Committee additional fee: £9,450;
• Chair of the Remuneration Committee additional fee: £8,400;
• Senior Independent Director additional fee: £8,400;
• Non-Executive Director for employee engagement additional fee: £5,000;
• international travel allowance for the Chairman: up to £50,000; and
• international travel allowance for Non-Executive Directors based overseas: up to £15,000.
The Directors’ Remuneration Report was approved by the Board on 16 September 2025 and signed on its behalf by:
Elizabeth McMeikan
Chair of the Remuneration Committee
E. Implementation of Remuneration Policy in 2026 continued
15. Application of the Remuneration Policy for 2026 continued
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Reporting requirements
The Group is required to produce a Strategic Report complying with the requirements
ofsection 414A of the Companies Act 2006. The Strategic Report is set out on pages 1
to59.
As permitted by section 414C(11) of the Companies Act 2006, the below matters have been
disclosed in the Strategic Report:
An indication of the likely future development in the
business of the Company
pages 7 to 9
Particulars of important events affecting the Company
since the financial year end
page 160
Greenhouse gas emissions pages 27 to 30
Employee engagement and involvement page 23
Engagement with suppliers, customers and others
in a business relationship with the Company
pages 24 to 25
A summary of the principal risks facing the Company pages 53 to 57
The Corporate Governance Statement, as required by the Disclosure and Transparency
Rules (DTR) 7.2.1, is set out on pages 62 to 67 of the Governance Report.
For the purposes of DTR 4.1.8R, the Strategic Report and the Governance Report together
form the Management Report.
For the purposes of UK Listing Rule 6.6.1R, the information required to be disclosed can be
found on the following pages:
UK Listing Rule Topic Location
(3) Details of long-term incentive schemes Remuneration
Report, pages 92
to 93
(12) Dividend waiver Statutory
information, page
100
Contracts with controlling shareholders
During the year, there were no contracts of significance (as defined in the FCA’s UK Listing
Rules) between any Group undertaking and a controlling shareholder and no contracts for
the provision of services to any Group undertaking by a controlling shareholder.
Group results
The results for the year are set out in the Consolidated Income Statement on page 111 and
a discussion of the Group’s financial performance and progress is set out in the Strategic
Report on pages 19 to 21.
Directors
The Directors who held office at any time during the year and up to the date of the
approval of these financial statements were Jeff Nodland, Chris Smith, Mark Strickland,
Elizabeth McMeikan, Alastair Murray and Regi Aalstad.
The biographical details of all Directors serving at 30 June 2025 appear on page 60.
Dividends
The Group’s results and performance highlights for the year are set out on pages 1 to 58.
As outlined in the RNS dated 29 November 2024, as a result of the refinancing of the
Company’s RCF, the block on shareholder distributions has now been removed, permitting
the Company to restore the payment of dividends and consider share buy-backs. The
Board is recommending a final dividend of 3.0 pence per ordinary share for the year ended
30 June 2025. Such dividend, if approved by shareholders at the Company’s AGM, shall be
payable on 28 November 2025 to all holders of ordinary shares who are on the register of
members on 31 October 2025. As stated in the 2024 Annual Report, future dividends will
be final dividends paid annually in cash, not by the allotment and issue of non-cumulative
redeemable preference shares (‘B Shares’). Accordingly, the final dividend proposed for
the year ended 30 June 2025 will be paid in cash if approved by the shareholders. With
the restriction on the redemption of existing B Shares having been lifted as a result of
the refinancing of the Company’s RCF, B Shares will be redeemable again (subject to any
restrictions and compliance with any formalities imposed by the laws or regulations of, or
any body or authority located in, the jurisdiction in which holders of B Shares are resident
or to which holders of B Shares are subject) but limited to one redemption date falling in
November of each year. Further details of how to redeem existing B Shares in November
2025 will be announced in due course.
Further details on B Shares can be found in the booklet entitled ‘Your Guide to B Shares’ on
the Company’s website at www.mcbride.co.uk.
Apex Group Fiduciary Services Limited, in its capacity as Trustee of the McBride Employee
Benefit Trust 2012, has waived its entitlement to dividends on ordinary shares in the
Company comprised in the trust fund where no beneficial interest in the shares has vested
in a beneficiary. This waiver will continue unless and until the Company directs the Trustee
otherwise.
Directors’ Report
100 McBride plc Annual Report and Accounts 2025
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Directors’ Report continued
Indemnification of Directors
The Directors have the benefit of an indemnity provision contained in the Articles of
Association of the Company. In addition, under deeds of indemnity, the Company has granted
indemnities in favour of each Director of the Company in respect of any liability that he or she
may incur to a third party in relation to the affairs of the Company or any Group company.
Consequently, qualifying third-party indemnity provisions for the purposes of section 234
of the Companies Act 2006 were accordingly in force during the course of the financial
year and remain in force at the date of the approval of this report.
During the financial year ended 30 June 2025 and up to the date of this Directors’ Report,
the Company had appropriate Directors’ and officers’ liability insurance cover in place in
respect of legal action against its Directors.
Directors’ interests in contracts
Other than service contracts or letters of appointment, no Director had any interest in any
material contract with any Group company at any time during the year. There were no
contracts of significance (as defined in the FCA’s UK Listing Rules) during the year to which
any Group undertaking was a party and in which a Director of the Company is, or was,
materially interested.
Share capital
As at 11 September 2025, the issued share capital of the Company was 174,015,287 ordinary
shares of 10 pence each (96.292% of total year-end capital) (excluding treasury shares),
42,041 ordinary shares of 10 pence each held in treasury (‘treasury shares’) (0.023% of total
year-end capital) and 665,888,258 B Shares of 0.1 pence each (3.685% of total year-end
capital). There were no purchases, sales or transfers of treasury shares during the year.
There were no allotments of ordinary shares during the year. Details of the issued share
capital, together with details of movement in the issued share capital of the Company
during the year, are shown in note 25 to the financial statements. This is incorporated by
reference and deemed to be part of this report. The Company has one class of ordinary
shares, which carries no right to fixed income. The ordinary shares are listed on the Official
List and traded on the London Stock Exchange. All issued shares are fully paid.
The Company was authorised at the 2024 AGM to allot shares, or grant rights over shares,
up to an aggregate nominal amount equal to £870,076 (8,700,760 ordinary shares of 10
pence each), representing approximately 5% of its issued ordinary share capital (excluding
treasury shares). This authority, however, is due to expire at the 2025 AGM and the Board
will be seeking a renewal of this authority at the 2025 AGM.
The Investment Association’s guidelines on directors’ share allotment authorities state that
the Association’s members will regard as routine any proposal at a General Meeting to
seek a general authority to allot an amount up to two-thirds of the existing share capital,
provided that any amount in excess of one-third of the existing share capital is applied to
fully pre-emptive rights issues only. Following engagement with certain of the Company’s
non-UK shareholders in 2023, the Board concluded it to be in the best interests of the
Company to limit the allotment authority sought at the 2023 AGM to 5% of the Company’s
issued ordinary share capital (excluding treasury shares). The Board continues to believe it
to be in the best interests of the Company to so limit the allotment authority.
The Company was authorised at the 2024 AGM to allot up to an aggregate nominal amount
of £870,076 (representing 8,700,760 ordinary shares of 10 pence each), representing
approximately 5% of the issued ordinary share capital (excluding treasury shares) for cash
without first offering them to existing shareholders in proportion to their holding.
Previous dividends to holders of B Shares and loans to the Trustee of the EBT
As noted in the financial statements, during the course of the financial year ended
30June2025, the Directors became aware of potential technical issues regarding: (i)
certain dividends paid to the holders of B Shares in the period from November 2022 to
November 2024 (the ‘Dividends’); and (ii) certain loans made to Apex Group Fiduciary
Services Limited, in its capacity as trustee of the McBride plc Employee Benefit Trust 2012,
(the ‘Trustee’), in the period from November 2023 to October 2024 (the‘EBT Loans’, and
together with the Dividends, the ‘Relevant Distributions’). The Dividends were paid, and the
EBT Loans may have been made, otherwise than in accordance with the Companies Act
2006 as they were made without the Company, itself, holding sufficient distributable
reserves and without interim accounts having been filed at Companies House prior to
payment and/or, in the case of the EBT Loans, where they resulted in a reduction in the
Company’s net assets. The quantum of these payments and loans was: (i) with respect to
the Dividends, £47,710.90 in aggregate; and (ii) with respect to the EBT Loans,
£5,100,339.38 in aggregate. In April 2025, the Company received a dividend of £40.0 million
from a subsidiary, thereby increasing the Company’s distributable reserves to sufficient
levels to support the Company’s anticipated future distributions in the course of the 2025
calendar year. Consequently, prior to the payment of the May 2025 dividend to the holders
of B Shares, the Company held sufficient distributable reserves at the relevant time. The
Company had also filed interim accounts at Companies House earlier in May 2025. Further
procedures have been put in place to ensure the Company’s reserves are sufficient for
relevant dividends to be paid and loans to be made in the future. These include reviewing
the Company’s anticipated upcoming distributable reserve requirements, establishing a
process for paying dividends up through the subsidiaries regularly to ensure the Company
has sufficient distributable reserves for its requirements, checking the Company has
sufficient distributable reserves before paying a dividend or making a loan, and updating
the Audit and Risk Committee on the Company’s distributable reserves at set intervals.
At the Company’s AGM on 20 November 2025, the Company proposes to ask shareholders
to pass a resolution to authorise: (i) the appropriation of distributable profits to the
payment of the Relevant Distributions; and (ii) the waiver and release by the Company
of any claims which the Company has or may have in connection with the authorisation,
declaration or payment (as the case may be) of the Relevant Distributions against the
relevant holders of the B Shares, the Trustee, the Directors or certain former Directors
who were Directors of the Company at a time when any of the Relevant Distributions were
authorised, declared and/or paid. If passed, this will constitute a related party transaction
under IAS 24, and the overall effect of the resolution will be to put all potentially affected
parties so far as possible into the position they would have been in had the Dividends and
EBT Loans been made in full compliance with the Companies Act 2006.
Directors’ interests in the Company’s shares
The interests of persons who were Directors of the Company (and of their Connected
Persons) at 30 June 2025 in the issued shares of the Company (or in related derivatives
or financial instruments) which have been notified to the Company in accordance with
the Market Abuse Regulation are set out in the Remuneration Report on page 94. The
Remuneration Report also sets out details of any changes in those interests between
30June 2025 and 11 September 2025.
101 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Directors’ Report continued
We expect our colleagues to treat each other with dignity and respect, and do not tolerate
discrimination, bullying, harassment or victimisation on any grounds. We are committed to
recruiting, training and paying our people fairly and equitably relative to their role, skills,
experience and performance – in a way that balances the needs of all our business.
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, colleagues who have become disabled during the period of their employment. We
provide the same opportunities for training, career development and promotion for
colleagues with disabilities as for other colleagues.
Creating an inclusive and supportive culture is not only the right thing to do, but also
best for our business. It creates a sense of belonging and value and enables colleagues
toperform at their best.
Colleague engagement
We recognise the importance of keeping all colleagues at all levels across the business
up to date on the strategy, performance and progress of the divisions and Group through
multiple communication channels. This combines leader-led communication at a site,
divisional and Group level supported by emails, intranet, the Group’s employee self-service
portal, announcements and bulletins.
Colleague engagement at all levels is a crucial element of embedding our core and
aspirational values, allowing us to help colleagues see how their efforts contribute to their
site, division or function’s strategic objectives.
We also engage with our colleagues collectively through a strong and effective partnership
with our EWC, which represents all colleagues within the European Union and which meets
biannually, in addition to other local works council forums.
Eligible employees participate in performance-related bonus schemes and some senior
managers participate in an LTIP or RSU scheme.
Numerical diversity data as at 30 June 2025
The following tables set out the information required by UK Listing Rule 6.6.6R(10) in the
prescribed format. At year end, the Board and members of the Executive Committee are
asked to complete a diversity disclosure to confirm which of the categories set out in the
below tables they identify with.
1. Table for reporting on gender identity or sex
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 4 66.7% 3 4 66.7%
Women 2 33.3% 1 2 33.3%
Not specified/
prefer not to say 0 0.0% 0 0 0.0%
Share capital continued
The Board continues to believe it to be in the best interests of the Company to so limit the
allotment authority and, accordingly, a renewal of this authority will be proposed at the
2025 AGM.
There are no restrictions on the transfer of ordinary shares or B Shares in the Company,
other than certain restrictions that may from time to time be imposed by law. The Company
is not aware of any agreements between shareholders that may result in restrictions on the
transfer of securities and/or voting rights.
Substantial shareholdings
The Company had been notified in accordance with Chapter 5 of the Financial Conduct
Authority’s Disclosure Guidance and Transparency Rules of the following interests
amounting to 3% or more of its issued share capital as at the end of the financial year and
at 11 September 2025 (being the last practicable date prior to the date of this report).
As at 11 September 2025 As at 30 June 2025
Number of
shares %
Number of
shares %
Teleios Capital Partners 41,351,657 23.76 41,351,657 23.76
Zama Capital 21,007,962 12.07 21,007,962 12.07
Aberforth Partners LLP 8,682,453 4.99 8,682,453 4.99
Premier Miton Investors 8,347,899 4.80 8,347,899 4.80
Accounting policies
Information on the Group’s financial risk management objectives, policies and activities and
on the exposure of the Group to relevant risks in respect of financial instruments is set out
in note 20 to the consolidated financial statements on pages 142 to 150.
Political donations
It is the Group’s policy not to make political donations or to incur political expenditure.
During the year, no political donations were made by the Group to any EU or non-EU
political party, political organisation or independent election candidate. During the
year, no EU or non-EU political expenditure was incurred. In keeping with the Group’s
approach in prior years, shareholder approval is being sought at the forthcoming AGM,
asaprecautionary measure, for the Company and its subsidiaries to make donations and/or
incur expenditure, which may be construed as political by the wide definition of that term
included in the relevant legislation. Further details are provided in the Notice of AGM.
Research and development
The Group is involved in a range of activities in the field of R&D. A number of these
activities are referred to in the Strategic Report on pages 27 to 33.
Employment of disabled people
Our people policies are designed to provide equal opportunities and create an inclusive
culture in line with our values and in support of our long-term success. They also reflect
relevant local employment law in our countries of operation.
102 McBride plc Annual Report and Accounts 2025
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Directors’ Report continued
The full Directors’ Remuneration Policy is available in the 2023 Annual Report and
Accounts, which can be accessed at www.mcbride.co.uk.
Branches
The Company has no overseas branches. The Company’s subsidiaries are detailed in note 15
to the Company Financial Statements.
2025 Annual General Meeting
The Company’s 2025 AGM will be held at the head office of McBride plc, Arbeta,
11Northampton Road, Manchester M40 5BP on Thursday 20 November 2025 at 2.00pm.
Details of the resolutions to be proposed, how to vote and ask questions are set out in a
separate Notice of AGM which accompanies this report for shareholders receiving hard
copy documents, and which is available on our website at www.mcbride.co.uk for those
who have elected to receive documents electronically. The results will be announced as
soon as possible and posted on our website.
Disclosure of information to the auditors
Each of the Directors who held office at the date of approval of this Directors’ Report
confirms that, so far as each Director is aware, there is no relevant audit information of
which the Company’s auditors are unaware and each Director has taken all the steps that
ought to have been taken in his or her duty as a Director to make himself or herself aware
of any relevant audit information and to establish that the Company’s auditors are aware of
that information.
The Directors’ Report was approved by the Board on 16 September 2025 and signed on its
behalf by the order of the Board by:
Chris Smith
Chief Executive Officer
Numerical diversity data as at 30 June 2025 continued
2. Table for reporting on ethnic background
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
White British
or other White
(including
minority-white
groups) 6 100% 4 2 100%
Mixed/Multiple
ethnic groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/
Caribbean/Black
British 0 0% 0 0 0%
Other ethnic group
(including Arab) 0 0% 0 0 0%
Not specified/
prefer not to say 0 0% 0 0 0%
Change of control
As at 30 June 2025 and at 11 September 2025, the last practicable date prior to approval
of this report, the Company and its subsidiaries were party to a number of commercial
contracts, contract manufacturing and brand licensing agreements that may allow the
counterparties to alter or terminate the agreements on a change of control of the Company
following a takeover bid. The Group has a syndicated multi-currency RCF for €200 million
(which also has a €75 million accordion feature) which may require prepayment if there is
a change of control of the Company. The rules of the discretionary share schemes set out
the consequences of a change of control of the Company on participants’ rights under
the schemes. Generally, the rights will vest and become exercisable on a change of control
subject to the satisfaction of relevant performance conditions. There are no arrangements
between the Company and its Directors or employees providing for compensation for
loss of office or employment that occurs specifically because of a takeover, merger or
amalgamation, save that a side letter has been put in place in relation to the employment
agreement of each of the CEO, CFO and each of the Managing Directors. These side letters
state that the relevant individual is entitled to enhanced severance terms if a change
of control of McBride plc is followed within twelve months by the relevant individual
being given notice or there being a material change in the relevant individual’s duties
precipitating their departure. In the case of the CEO and CFO, the side letters seek to
give a contractual basis to reflect the position as set out in the Company’s Remuneration
Policy, which was approved by shareholders. For further information on the change of
control provisions in the Company’s share plans and service agreements, please refer to the
Directors’ Remuneration Policy.
103 McBride plc Annual Report and Accounts 2025
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The Directors are responsible for preparing the Annual Report and Accounts 2025 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’,
andapplicable 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
topresume 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 and Accounts 2025, 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 and Directors’ Report include 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.
Chris Smith
Chief Executive Officer
Statement of Directors’ Responsibilities
in Respect of the Financial Statements
104 McBride plc Annual Report and Accounts 2025
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Independent Auditors’ Report
to the Members of McBride plc
Report on the audit of the financial statements
Opinion
In our opinion:
• McBride 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 June
2025 and of the Group’s profit and the
Group’s cash flows for the year then
ended;
• the Group financial statements have been
properly prepared in accordance with
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 and
Accounts 2025 (the “Annual Report”), which
comprise: the Consolidated and Company
Balance Sheets as at 30 June 2025; the
Consolidated Income Statement, the
Consolidated Statement of Comprehensive
Income, the Consolidated Cash Flow
Statement and the Consolidated and
Company Statements of Changes in Equity
for the year then ended; and the notes
to the financial statements, comprising
material accounting policy information and
other explanatory information.
Our opinion is consistent with our reporting
to the Audit and Risk 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 6, 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
• Our work incorporated full scope audits
of the Group’s components in the UK,
France, Belgium and Germany plus
limited scope procedures in relation to
Italy, Spain, Luxembourg, Denmark and
Poland.
• The Company was subject to a full scope
audit by the Group engagement team
for the purposes of the consolidated
balance sheet and the Company financial
statements.
• The entities where we conducted
audit work, together with audit work
performed at the Group’s shared service
centre and at the consolidated level,
accounted for approximately 75% of the
Group’s revenue.
Key audit matters
• Valuation of Goodwill – specifically in the
Liquids cash-generating unit (Group).
• Valuation of investments in subsidiaries
(Company).
Materiality
• Overall Group materiality: £9.2m (2024:
£7.0m) based on 1% of revenue.
• Overall Company materiality: £2.2m
(2024: £2.9m) based on 1% of total
assets.
• Performance materiality: £6.9m (2024:
£5.3m) (Group) and £1.6m (2024: £2.2m)
(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.
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.
Recoverability of amounts owed by
subsidiaries, which was a key audit matter
last year, is no longer included because of
there being no prior year audit findings
in this area, there are no significant
judgements being applied by management
and there has been a significant reduction
in this value since the prior year. Otherwise,
the key audit matters below are consistent
with last year.
105 McBride plc Annual Report and Accounts 2025
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Independent Auditors’ Report
to the Members of McBride plc continued
Report on the audit of the financial statements
Our audit approach
continued
Key audit matters continued
Key audit matter How our audit addressed the key audit matter
Valuation of Goodwill – specifically in the Liquids
cash-generating unit (Group)
Refer to the Consolidated financial statements note 12 –
Goodwill.
Goodwill of £19.8 million (2024: £19.7m) is split across four
cash-generating units (CGUs) that are considered annually
for impairment. Of the £19.8 million, £16.0 million (2024:
£16.0m) relates to one CGU, Liquids CGU.
The Directors have performed their annual impairment
assessment using a value-in-use model in which no
impairment has been identified. The key assumptions in
the model being revenue growth, raw materials prices,
capex and working capital balances. The Directors have
sensitised the value-in-use model to assess the financial
impact of key assumptions that the Directors believe have
a reasonable likelihood of occurrence and have concluded
that a reasonably possible change would not lead to an
impairment.
We have identified the valuation of the Liquids CGU as a
key audit matter due to the balance being material and the
valuation requires estimation.
In assessing the appropriateness of valuation of goodwill for the Liquids CGU we have performed the following procedures:
We evaluated and assessed the Group’s future cash flow forecasts, the process by which they were drawn up and tested
the underlying value in use calculations.
We compared the Group’s forecasts to the latest Board-approved budget and found them to be consistent.
We discussed the cash flow forecasts with management and compared the growth assumptions to external market
research for the Liquids CGU in order to identify any inconsistencies.
We have assessed management’s assumptions for margins by comparing to historical data and supporting evidence.
We compared actual results with previous forecasts to assess the historical accuracy of the forecasts and incorporated the
variances identified into the sensitivity analysis performed.
We challenged management to the extent of which climate change has been reflected within management’s impairment
assessment process.
We considered management bias throughout the assumptions used and considered any contradictory evidence.
We have sensitised the assumptions including the discount rate and long term growth rate used within the model and
considered managements calculations and support behind these assumptions.
We have reviewed the disclosures made regarding the assumptions and sensitivities applied by management and we are
satisfied that these are appropriate.
As a result of these procedures, we were satisfied with the Directors’ conclusion that no impairment was required for the
current year.
Valuation of investments in subsidiaries (Company)
Refer to the Company financial statements note 5 –
Investments.
Investments in related undertakings of £158.4 million (2024:
£158.4m) is material to the Company financial statements.
Given the magnitude of this balance, and the management
judgement involved in determining whether any impairment
triggers exist, we have considered the risk of impairment of
these assets as a Key Audit Matter. Impairment indicators
have been assessed and no triggers have been identified.
We have performed the following audit procedures in relation to the carrying value of investments:
We obtained a schedule of investments in subsidiary undertakings and ensured this is reconciled to the financial
statements.
We challenged management’s assertion that no impairment triggers were identified that would necessitate a full
impairment review to be performed.
We compared the market capitalisation to the total value of investments to ensure that there was no indication that the
investment balance in totality was impaired.
We considered wider market trends which may indicate impairment and reviewed Board minutes for any indication of
impairment within specific companies.
We performed a review of net assets of the subsidiary entity against the carrying value and evaluated the performance of
individual companies to ensure no indication of impairment in individual investments.
We reviewed the disclosures and are satisfied that these are appropriate.
As a result of these procedures, we were satisfied with the Directors’ conclusion that there were no indicators that would
require the Directors’ to perform a full impairment test of the carrying value of investments in subsidiary undertakings.
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Report on the audit of the financial statements
Our audit approach
continued
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.
The Group is organised into 30 legal entities within the UK, Europe and Asia excluding
dormant entities. The Group’s financial statements are a consolidation of these legal
entities, dormant entities and the consolidation journals which includes an employee
benefit trust. The legal entities vary in size and we identified 4 legal entities that required
an audit of their complete financial information as they are significant due to size,
being theentities in the UK, Belgium, France and Germany. We also audited material
consolidation journals.
The 4 legal entities where we performed an audit of their complete financial information
accounted for 75% percent of the Group’s revenue and 76% per cent of the Group’s profit
before tax. These coverages are based on absolute values.
The work was performed by the Group audit team with the exception of some balances
within 2 of the legal entities in France and Belgium for which some of the work was
performed by component audit teams. The Group audit team supervised the direction and
execution of the audit procedures performed by the component teams. Our involvement
in their audit process, including review of their supporting working papers, together with
the additional procedures performed at Group level, gave us the evidence required for our
opinion on the financial statements as a whole.
On the remaining 26 legal entities which were not subject to an audit of their complete
financial information, we performed analytical procedures and substantive testing over 6 of
these legal entities to respond to any potential risks of material misstatement to the Group
financial statements. The remaining 20 legal entities are considered to be inconsequential
components therefore no audit procedures were performed over these legal entities.
The Company was subject to a full scope audit by the Group engagement team for the
purposes of the consolidated balance sheet and the Company financial statements.
The impact of climate risk on our audit
As part of our audit, we made enquiries of management to understand the process
management 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 financial
statements.
We challenged the completeness of management’s climate risk assessment by:
• reading external reporting made by management;
• considering management’s commitment to the Science Based Targets initiative during
the financial year;
• challenging the consistency of management’s climate impact assessment with internal
climate plans and Board minutes; and
• reading the entity’s website/communications for details of climate related impacts.
Management considers the impact of climate risk as at the balance sheet date does not
give rise to a potential material financial statement impact.
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 year ended 30 June 2025.
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 £9.2m (2024: £7.0m).
£2.2m (2024: £2.9m).
How we determined it 1% of revenue 1% of total assets
Rationale for benchmark
applied
We considered materiality in
a number of different ways
and used our professional
judgement having applied
‘rule of thumb’ percentages
to a number of potential
benchmarks. On the basis of
this, we concluded that 1%
of revenue is an appropriate
level of materiality
considering the overall scale
of the business.
We believe that calculating
statutory materiality based
on 1% of total assets is a
typical primary measure
for users of the financial
statements of holding
companies and is a
generally accepted auditing
benchmark.
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 £1.7m and £8.3m. 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
75% (2024: 75%) of overall materiality, amounting to £6.9m (2024: £5.3m) for the Group
financial statements and £1.6m (2024: £2.2m) for the Company financial statements.
107 McBride plc Annual Report and Accounts 2025
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Report on the audit of the financial statements
Our audit approach
continued
Materiality continued
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 and Risk
Committee that we would report to them
misstatements identified during our audit
above £0.5m (Group audit) (2024: £0.4m)
and £0.1m (Company audit) (2024: £0.1m)
as well as misstatements below those
amounts that, in our view, warranted
reporting for qualitative reasons.
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:
• we obtained management’s assessment
that supports the Board’s conclusions
with respect to the disclosures provided
around going concern;
• we obtained management’s base
case scenario, tested its mathematical
accuracy and evaluated the assumptions
that were applied in order to understand
the rationale and the appropriateness of
those assumptions;
• we obtained management’s severe but
plausible downside scenario, tested its
mathematical accuracy and evaluated
the assumptions that were applied in
order to understand the rationale and the
appropriateness of those assumptions;
• we corroborated the key assumptions
in the base case and severe but
plausible downside scenario to third
party evidence and/or our knowledge
of the business and considered any
contradictory evidence;
• we assessed the available liquidity
under the different scenarios modelled
by management, and the associated
covenant tests applied; and
• we checked the banking agreement for
the terms of the financing facilities which
were put in place during the year and
agreed these facilities to management’s
cashflow forecasts.
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 year
ended 30 June 2025 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 Remuneration
Committee Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
108 McBride plc Annual Report and Accounts 2025
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Report on the audit of the financial statements
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.
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 and
RiskCommittee.
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
forthefinancial statements
As explained more fully in the Statement
of Directors’ Responsibilities in Respect
of the Financial Statements, 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 health and safety
regulations and employment laws, 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 listing rules, local and
international tax laws and the Companies
Act 2006. 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 improve financial
performance, and management bias in
accounting estimates and judgements. The
Group engagement team shared this risk
assessment with the component auditors
so that they could include appropriate audit
procedures in response to such risks in their
work.
109 McBride plc Annual Report and Accounts 2025
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to the Members of McBride plc continued
Report on the audit of the financial statements
Responsibilities for the financial
statements and the audit
continued
Auditors’ responsibilities for the audit
of the financial statements
continued
Audit procedures performed by the Group
engagement team and/or component
auditors included:
• challenging assumptions and judgements
made by management in their significant
accounting estimates (because of the
risk of management bias), in particular
around the carrying value of goodwill
(see related key audit matter above) and
recoverability of deferred tax assets;
• discussions with the Audit Committee,
management, internal audit and
the in-house legal team including
consideration of known or suspected
instances of non-compliance with laws
and regulation or fraud;
• enquired with external legal counsel
around actual and potential litigation and
claims;
• reviewing minutes of meetings of those
charged with governance;
• auditing the tax workings and reviewing
the disclosures included in the financial
statements in respect of tax;
• identifying and testing journal entries, in
particular any journal entries posted with
unusual account combinations that could
result in an overstatement of profit or
EBITA; and
• reviewing financial statements
disclosures and testing to supporting
documentation, where appropriate, to
assess compliance with applicable laws
and regulations.
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
isselected.
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 Remuneration Committee
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
and Risk Committee, we were appointed by
the Directors on 14 November 2011 to audit
the financial statements for the year ended
30 June 2012 and subsequent financial
periods. The period of total uninterrupted
engagement is 14 years, covering the years
ended 30 June 2012 to 30 June 2025.
Other matter
The Company is required by the Financial
Conduct Authority Disclosure Guidance
and Transparency Rules to include these
financial statements in an annual financial
report prepared under the structured digital
format required by DTR 4.1.15R - 4.1.18R and
filed on the National Storage Mechanism
of the Financial Conduct Authority. This
auditors’ report provides no assurance
over whether the structured digital format
annual financial report has been prepared in
accordance with those requirements.
Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
Manchester
16 September 2025
110 McBride plc Annual Report and Accounts 2025
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Consolidated Income Statement
Year ended 30 June 2025
2025 | 2024 | ||||||
| Adjusting | Adjusting | ||||||
| Adjusted | items | Adjusted | items | ||||
| (note 30) | (note 30) | Total | (note 30) | (note 30) | Total | ||
| Note | £m | £m | £m | £m | £m | £m | |
Revenue | 3 | ||||||
Cost of sales | ( | ( | ( | ( | |||
Gross profit | |||||||
Distribution costs | ( | ( | ( | ( | |||
Administrative costs | ( | ( | ( | ( | ( | ( | |
Reversal of impairment/(impairment) of property, plant and equipment | ( | ( | |||||
Operating profit/(loss) | 7 | ( | ( | ||||
Finance costs | 8 | ( | ( | ( | ( | ( | |
Profit/(loss) before taxation | ( | ( | |||||
Taxation | 9 | ( | ( | ( | ( | ||
Profit/(loss) for the year | ( | ( | |||||
2025 | 2024 | ||||||
| Earnings per ordinary share attributable to the owners of the parent during the year (note 10) | |||||||
Basic earnings per share | |||||||
Diluted earnings per share |
Consolidated Statement of Comprehensive Income
Year ended 30 June 2025
| 2025 | 2024 | ||
| Note | £m | £m | |
Profit for the year | |||
| Other comprehensive income/(expense) | |||
| Items that may be reclassified to profit or loss: | |||
Currency translation differences of foreign subsidiaries | |||
Gain on net investment hedges | |||
Loss on cash flow hedges in the year | ( | ( | |
Cash flow hedges transferred to profit or loss | ( | ( | |
Taxation relating to the items above | 9 | ( | ( |
( | ( | ||
| Items that will not be reclassified to profit or loss: | |||
Net actuarial loss on post-employment benefits | 22 | ( | ( |
Taxation relating to the items above | 9 | ||
( | ( | ||
Total other comprehensive expense | ( | ( | |
Total comprehensive income |
111 McBride plc Annual Report and Accounts 2025
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Consolidated Balance Sheet
At 30 June 2025
| 2025 | 2024 | ||
| Note | £m | £m | |
| Non-current assets | |||
Goodwill | 12 | ||
Other intangible assets | 13 | ||
Property, plant and equipment | 14 | ||
Derivative financial instruments | 20 | ||
Right-of-use assets | 15 | ||
Deferred tax assets | 9 | ||
| Current assets | |||
Inventories | 16 | ||
Trade and other receivables | 17 | ||
Current tax assets | |||
Derivative financial instruments | 20 | ||
Cash and cash equivalents | |||
Total assets |
| 2025 | 2024 | ||
| Note | £m | £m | |
| Current liabilities | |||
Trade and other payables | 18 | ||
Borrowings | 19 | ||
Lease liabilities | 15, 19 | ||
Derivative financial instruments | 20 | ||
Current tax liabilities | |||
Provisions | 24 | ||
| Non-current liabilities | |||
Borrowings | 19 | ||
Lease liabilities | 15, 19 | ||
Derivative financial instruments | 20 | ||
Pensions and other post-employment benefits | 22 | ||
Provisions | 24 | ||
Deferred tax liabilities | 9 | ||
Total liabilities | |||
Net assets | |||
| Equity | |||
Issued share capital | 25 | ||
Share premium account | 25 | ||
Other reserves | 25 | ||
Accumulated losses | ( | ( | |
Total equity |
112 McBride plc Annual Report and Accounts 2025
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Consolidated Cash Flow Statement
Year ended 30 June 2025
| 2025 | 2024 | ||
| Note | £m | £m | |
| Operating activities | |||
Profit before tax | |||
Finance costs | 8 | ||
Exceptional items excluding finance costs | 4 | ||
Share-based payments charge | 5 | ||
Depreciation of property, plant and equipment | 14 | ||
Depreciation of right-of-use assets | 15 | ||
Loss on disposal of property, plant and equipment | |||
Amortisation of intangible assets | 13 | ||
(Reversal of impairment)/impairment of property, plant and equipment | 14 | ( | |
Operating cash flow before changes in working capital and exceptional items | |||
Decrease/(increase) in receivables | ( | ||
(Increase)/decrease in inventories | ( | ||
Increase in payables | |||
Operating cash flow after changes in working capital before exceptional items | |||
Additional cash funding of pension scheme | 22 | ( | ( |
| Cash generated from operations | |||
before exceptional items | |||
Cash outflow in respect of exceptional items | ( | ( | |
Cash generated from operations | |||
Interest paid | ( | ( | |
Refinancing costs paid | ( | ( | |
Taxation paid | ( | ( | |
Net cash generated from operating activities |
| 2025 | 2024 | ||
| Note | £m | £m | |
| Investing activities | |||
Purchase of property, plant and equipment | 14 | ( | ( |
Purchase of intangible assets | 13 | ( | ( |
Settlement of derivatives used in net investment hedges | |||
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
(Repayment)/drawdown of overdrafts | ( | ||
Drawdown of other loans | |||
Repayment of bank loans | ( | ( | |
Drawdown of bank loans | |||
Repayment of IFRS 16 lease obligations | 15 | ( | ( |
Purchase of own shares | ( | ( | |
Net cash used in financing activities | ( | ( | |
Increase in net cash and cash equivalents | |||
| Net cash and cash equivalents | |||
at the start of the year | |||
Currency translation differences | |||
| Net cash and cash equivalents | |||
at the end of the year |
113 McBride plc Annual Report and Accounts 2025
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Consolidated Statement of Changes in Equity
Year ended 30 June 2025
| Other reserves | ||||||||
| Issued | Share | Cash flow | Currency | Capital | ||||
| share | premium | hedge | translation | redemption | Accumulated | Total | ||
| capital | account | reserve | reserve | reserve | losses | equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | |
At | ( | ( | ||||||
Profit for the year | ||||||||
| Other comprehensive income/(expense) | ||||||||
| Items that may be reclassified to profit or loss: | ||||||||
Currency translation differences of foreign subsidiaries | ||||||||
Gain on net investment hedges | 20 | |||||||
Loss on cash flow hedges in the year | 20 | ( | ( | |||||
Cash flow hedges transferred to profit or loss | ( | ( | ||||||
Taxation relating to the items above | 9 | ( | ( | |||||
( | ( | |||||||
| Items that will not be reclassified to profit or loss: | ||||||||
Net actuarial loss on post-employment benefits | 22 | ( | ( | |||||
Taxation relating to the items above | 9 | |||||||
( | ( | |||||||
Total other comprehensive (expense)/income | ( | ( | ( | |||||
Total comprehensive (expense)/income | ( | |||||||
| Transactions with owners of the parent | ||||||||
Purchase of own shares | ( | ( | ||||||
Share-based payments | ||||||||
Taxation relating to the items above | ( | ( | ||||||
At | ( | ( | ( |
At 30 June 2025, the accumulated losses include a deduction of £4.2 million (2024: £3.2 m) for the cost of own shares held in relation to employee share schemes. Further information on
own shares is presented in note 25.
114 McBride plc Annual Report and Accounts 2025
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Consolidated Statement of Changes in Equity continued
Year ended 30 June 2025
| Other reserves | ||||||||
| Issued | Share | Cash flow | Currency | Capital | ||||
| share | premium | hedge | translation | redemption | Accumulated | Total | ||
| capital | account | reserve | reserve | reserve | losses | equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | |
At 1 July 2023 | ( | ( | ||||||
Profit for the year | ||||||||
| Other comprehensive income/(expense) | ||||||||
| Items that may be reclassified to profit or loss: | ||||||||
Currency translation differences of foreign subsidiaries | ||||||||
Gain on net investment hedges | 20 | |||||||
Loss on cash flow hedges in the year | 20 | ( | ( | |||||
Cash flow hedges transferred to profit or loss | ( | ( | ||||||
Taxation relating to the items above | 9 | ( | ( | |||||
( | ( | |||||||
| Items that will not be reclassified to profit or loss: | ||||||||
Net actuarial loss on post-employment benefits | 22 | ( | ( | |||||
Taxation relating to the items above | 9 | |||||||
( | ( | |||||||
Total other comprehensive (expense)/income | ( | ( | ( | |||||
Total comprehensive (expense)/income | ( | |||||||
| Transactions with owners of the parent | ||||||||
Purchase of own shares | ( | ( | ||||||
Share-based payments | ||||||||
Taxation relating to the items above | ||||||||
At 30 June 2024 | ( | ( |
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Notes to the Consolidated Financial Statements
Year ended 30 June 2025
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Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
2. Material accounting policies
continued
Segmental reporting continued
Principal accounting policies
The Group and Company financial
statements are presented in Pounds
Sterling and all values are rounded to the
nearest million Pounds (£m) except where
otherwise indicated.
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2. Material accounting policies
continued
Principal accounting policies continued
Revenue continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2. Material accounting policies
continued
Principal accounting policies continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2. Material accounting policies
continued
Principal accounting policies continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2. Material accounting policies
continued
Principal accounting policies continued
Financial instruments continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2. Material accounting policies
continued
Principal accounting policies continued
Pensions and other
post-employment benefits
continued
(ii) Defined benefit schemes continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2. Material accounting policies
continued
Principal accounting policies continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2. Material accounting policies
continued
Critical accounting judgements and
key sources of estimation uncertainty
continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| Unit | Asia | ||||||
| Liquids | Dosing | Powders | Aerosols | Pacific | Corporate | Group | |
| Year ended 30 June 2025 | £m | £m | £m | £m | £m | £m | £m |
Revenue | 529.6 | 228.9 | 85.5 | 58.9 | 23.6 | — | 926.5 |
Adjusted operating profit/(loss) | 41.0 | 22.5 | 6.8 | 3.1 | 1.1 | (8.4) | 66.1 |
Amortisation of intangible assets | (1.9) | ||||||
Exceptional items (note 4) | (4.0) | ||||||
Operating profit | 60.2 | ||||||
Finance costs (note 8) | (11.2) | ||||||
Profit before taxation | 49.0 | ||||||
Inventories | 58.0 | 37. 5 | 13.6 | 11.6 | 2.7 | — | 123.4 |
Capital expenditure | 14.6 | 10.8 | 1.9 | 2.6 | 0.8 | — | 30.7 |
Amortisation and depreciation | 11.4 | 7.0 | 1.3 | 0.5 | 1.4 | — | 21.6 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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3. Segment information continued
Segmental reporting continued
| Unit | Asia | ||||||
| Liquids | Dosing | Powders | Aerosols | Pacific | Corporate | Group | |
| Year ended 30 June 2024 | £m | £m | £m | £m | £m | £m | £m |
Revenue | 532.8 | 233.6 | 92.8 | 50.9 | 24.7 | — | 934.8 |
Adjusted operating profit/(loss) | 45.6 | 19.4 | 6.0 | 2.1 | 1.4 | (7.4) | 67.1 |
Amortisation of intangible assets | (2.0) | ||||||
Exceptional items (note 4) | (0.8) | ||||||
Operating profit | 64.3 | ||||||
Finance costs (note 8) | (17.8) | ||||||
Profit before taxation | 46.5 | ||||||
Inventories | 61.2 | 31.3 | 14.1 | 10.3 | 2.7 | — | 119.6 |
Capital expenditure | 10.3 | 7.7 | 2.0 | 0.6 | 0.3 | — | 20.9 |
Amortisation and depreciation | 12.8 | 5.8 | 1.4 | 0.6 | 1.4 | — | 22.0 |
Revenue | Non-current assets | |||
| 2025 | 2024 | 2025 | 2024 | |
| £m | £m | £m | £m | |
United Kingdom | 179.8 | 194.4 | 47.5 | 36.8 |
Germany | 217.2 | 212.4 | — | — |
France | 203.7 | 201.5 | 10.9 | 9.8 |
Italy | 74.1 | 78.4 | 14.8 | 14.4 |
Spain | 44.7 | 41.2 | 9.8 | 9.5 |
Other Europe | 180.1 | 177.5 | 80.2 | 77.6 |
Asia Pacific | 24.7 | 25.4 | 3.1 | 3.9 |
Rest of the World | 2.2 | 4.0 | — | — |
Total | 926.5 | 934.8 | 166.3 | 152.0 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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Aggregate payroll costs were as follows:
| 2025 | 2024 | |
| £m | £m | |
Wages and salaries | 135.0 | 131.1 |
Social security costs | 22.5 | 20.9 |
Share awards granted to Directors and employees | 1.6 | 1.6 |
Other pension costs | 3.7 | 3.6 |
Total | 162.8 | 157.2 |
Pension costs comprise the payments made by the Group to defined contribution schemes
and the service and administration costs on defined benefit schemes (net of employee
contributions). See note 22.
Aggregate emoluments of the Directors of the Company were as follows:
| 2025 | 2024 | |
| £’000 | £’000 | |
Wages and salaries | 1,710 | 1,787 |
Share awards granted to Directors | 346 | 778 |
Other pension costs (1) | 64 | — |
Total | 2,120 | 2,565 |
(1) The pension figure represents the value of the Company’s contribution to the individual’s pension scheme
and/or the cash value of payments in lieu of pension contribution.
Further information on Directors’ emoluments included above is in the Annual Report on
Remuneration on pages 88 to 99.
Aggregate compensation for key management, being the Directors and members of the
Executive Committee, is shown in note 27.
4. Exceptional items
Analysis of exceptional items
| 2025 | 2024 | |
| £m | £m | |
Environmental remediation | 0.4 | 0.8 |
Organisation changes | 1.5 | — |
Group-wide strategic review | 2.1 | — |
Total charged to operating profit | 4.0 | 0.8 |
| Group refinancing: | ||
Independent business review and refinancing costs | — | 3.8 |
Total charged to finance costs | — | 3.8 |
Total exceptional items before tax | 4.0 | 4.6 |
Total exceptional items of £4.0 million were recorded during the year (2024: £4.6m).
The charge comprised the following:
• £0.4 million costs relating to the re-evaluation of the environmental remediation
provision;
• £1.5 million employee severance costs in relation to organisational changes aimed at
enhancing long-term operational efficiency and capability in line with the Group’s
strategy; and
• £2.1 million costs relating to a Group-wide strategic review of growth options.
5. Employee information
The number of full-time equivalent persons employed by the Group (including Directors)
during the year, analysed by category, was as follows:
| 2025 | 2025 | 2024 | 2024 | |
| Year end | Average | Year end | Average | |
| Number | Number | Number | Number | |
Manufacturing | 2,626 | 2,621 | 2,571 | 2,439 |
Sales, general and administration | 648 | 639 | 636 | 623 |
Total | 3,274 | 3,207 | 3,062 |
The number of persons employed during the financial year ended 30 June 2025 excludes
third-party contractors, agency workers and consultants used by the Group. Such workers
are not employees of the Group, as defined by section 411 of the Companies Act 2006, and
have therefore been excluded from the numbers disclosed above.
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| 2025 | 2024 | |
| £m | £m | |
| Finance costs | ||
Interest on bank loans and overdrafts | 8.3 | 10.5 |
Interest on lease liabilities (note 15) | 0.4 | 0.3 |
Net foreign exchange (gain)/loss | (0.4) | 0.7 |
Amortisation of facility fees | 1.0 | 0.5 |
Non-utilisation and other fees | 0.7 | 0.8 |
| Adjusted finance costs excluding net interest cost on defined | ||
benefit obligation | 10.0 | 12.8 |
| Post-employment benefits: | ||
Net interest cost on defined benefit obligation (note 22) | 1.2 | 1.2 |
Adjusted finance costs | 11.2 | 14.0 |
| Costs associated with independent business review | ||
and refinancing (note 4) | — | 3.8 |
Total finance costs | 11.2 | 17.8 |
| 2025 | 2024 | |
| £m | £m | |
| Audit fees: | ||
Audit of the Company’s financial statements | 0.1 | 0.1 |
| Other services: | ||
Audit of the financial statements of the Company’s subsidiaries | 1.2 | 1.1 |
Total fees | 1.3 | 1.2 |
| 2025 | 2024 | |
| £m | £m | |
Cost of inventories (included in cost of sales) (1) | 515.2 | 519.9 |
Employee costs (note 5) | 162.8 | 157.2 |
Amortisation of intangible assets (note 13) | 1.9 | 2.0 |
Depreciation of property, plant and equipment (note 14) | 15.8 | 16.3 |
Depreciation of right-of-use assets (note 15) | 3.9 | 3.7 |
Loss on disposal of property, plant and equipment | 0.4 | 1.4 |
| (Reversal of impairment)/impairment: | ||
Property, plant and equipment (note 14) | (0.6) | 0.2 |
Inventories (note 16) | 2.4 | 8.9 |
Trade receivables (note 17) | 0.4 | 1.6 |
Expense relating to short-term leases (note 15) | 0.2 | 0.2 |
Expense relating to low-value leases (note 15) | 0.1 | 0.1 |
Research and development costs not capitalised | 9.8 | 10.0 |
Net foreign exchange (gain)/loss | (0.1) | 0.5 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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9. Taxation
Income tax expense
2025 | 2024 | |||||
| UK | Overseas | Total | UK | Overseas | Total | |
| Total attributable to ordinary shareholders | £m | £m | £m | £m | £m | £m |
| Current tax expense/(credit) | ||||||
Current year | 0.4 | 10.2 | 10.6 | 0.4 | 12.0 | 12.4 |
Adjustment for prior years | — | (0.1) | (0.1) | — | (0.8) | (0.8) |
0.4 | 10.1 | 10.5 | 0.4 | 11.2 | 11.6 | |
| Deferred tax expense/(credit) | ||||||
Origination and reversal of temporary differences | 1.4 | 1.1 | 2.5 | 1.0 | (0.3) | 0.7 |
Adjustment for prior years | 2.2 | 0.6 | 2.8 | 0.7 | 0.2 | 0.9 |
3.6 | 1.7 | 5.3 | 1.7 | (0.1) | 1.6 | |
Income tax expense | 4.0 | 11.8 | 15.8 | 2.1 | 11.1 | 13.2 |
Included in the current tax adjustment for the prior year is £nil (2024: £0.5m charge) and £0.5 million credit (2024: £0.2m credit) relating to the release of provisions for uncertain tax
treatments due to expiries in the statute of limitations.
Transfer pricing is inherently subjective and in determining the appropriate level of provision, the Group considers the probability of a range of outcomes, using a weighted average
methodology to focus risk on the most likely outcomes in the event of an audit. The amount provided also takes account of international dispute resolution mechanisms, where available,
to mitigate double taxation. This analysis is re-assessed at each year end and the estimates refined as additional information becomes available.
At 30 June 2025, the Group reviewed its tax exposure for ongoing tax audits and uncertain tax treatments and made a provision of £0.9 million (2024: £1.4m), in line with IFRIC 23
requirements.
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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International tax reform – Pillar Two rules
The OECD Pillar Two GloBE Rules (‘Pillar Two’) introduce a global minimum corporation
tax rate of 15% applicable to multinational enterprise groups with global revenue over
€750 million. All participating OECD members are required to incorporate these rules into
national legislation. The Pillar Two rules applied to the Group for its accounting period
commencing 1 July 2024. On 23 May 2023, the International Accounting Standards Board
(IASB) amended IAS 12 to introduce a mandatory temporary exception to the accounting
for deferred taxes arising from jurisdictional implementation of the Pillar Two rules.
On 19 July 2023, the UK Endorsement Board adopted the IASB amendments to IAS 12.
The Group has adopted the mandatory temporary exception from the recognition and
disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two
model rules.
The Group has performed an assessment of its exposure to Pillar Two income taxes and no
Pillar Two top-up tax is due for the period ended 30 June 2025.
Tax on items recognised in other comprehensive income
| 2025 | 2024 | |
| £m | £m | |
| Items that may be reclassified to profit or loss: | ||
Cash flow hedges in the year | 0.2 | 0.6 |
| Items that will not be reclassified to profit or loss: | ||
| Net actuarial loss on post-employment benefits: | ||
Deferred tax | (0.3) | (1.3) |
Total tax credited in other comprehensive income | (0.1) | (0.7) |
9. Taxation continued
Reconciliation to UK statutory tax rate
The total tax charge on the Group’s profit before tax for the year is higher (2024: higher)
than the amount that would be charged at the UK standard rate of corporation tax for the
following reasons:
| 2025 | 2024 | |
| Total attributable to ordinary shareholders | £m | £m |
Profit before tax | 49.0 | 46.5 |
| Profit before tax multiplied by the UK corporation tax rate | ||
of 25.0% (2024: 25.0%) | 12.3 | 11.6 |
Effect of tax rates in foreign jurisdictions | 0.5 | 0.3 |
Non-deductible expenses | 0.2 | 0.5 |
Other differences | 0.1 | 0.7 |
Adjustment for prior years | 2.7 | 0.1 |
Total tax charge in profit or loss | 15.8 | 13.2 |
Exclude adjusting items (note 30) | 1.5 | 1.6 |
Total tax charge in profit or loss before adjusting items | 17.3 | 14.8 |
The taxation is provided at current rates on the profits earned for the year. There have been
no changes in applicable tax rates that have impacted the current year tax charge.
The main rate of UK corporation tax applicable for the financial year is 25.0% (2024: 25.0%).
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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9. Taxation continued
| Accelerated | Retirement | ||||||
| capital | Intangible | Share-based | Tax | benefit | |||
| allowance | assets | payments | losses | obligations | Other | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
At 1 July 2023 | (5.2) | (3.0) | 0.2 | 29.3 | 6.5 | 8.7 | 36.5 |
(Charge)/credit to profit or loss | (1.3) | 0.1 | 0.3 | (3.5) | (0.5) | 3.3 | (1.6) |
Credit/(charge) to other comprehensive income | — | — | — | — | 1.3 | (0.5) | 0.8 |
Credit to equity | — | — | 1.1 | — | — | — | 1.1 |
At 30 June 2024 | (6.5) | (2.9) | 1.6 | 25.8 | 7.3 | 11.5 | 36.8 |
(Charge)/credit to profit or loss | (0.6) | 0.1 | 0.6 | (2.5) | (1.4) | (1.5) | (5.3) |
Credit/(charge) to other comprehensive income | — | — | — | — | 0.3 | (0.2) | 0.1 |
Charge to equity | — | — | (0.1) | — | — | — | (0.1) |
At 30 June 2025 | (7.1) | (2.8) | 2.1 | 23.3 | 6.2 | 9.8 | 31.5 |
| 2025 | 2024 | |
| £m | £m | |
Deferred tax assets | 38.2 | 42.8 |
Deferred tax liabilities | (6.7) | (6.0) |
Total | 31.5 | 36.8 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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Diluted earnings per share is calculated by adjusting the weighted average number of
ordinary shares in issue assuming the conversion of all potentially dilutive ordinary shares.
Where potentially dilutive ordinary shares would cause an increase in earnings per share,
or a decrease in loss per share, the diluted loss per share is considered equal to the basic
loss per share.
During the year, the Company had equity-settled awards with a nil exercise price that are
potentially dilutive ordinary shares.
Adjusted earnings per share measures are calculated based on profit for the year
attributable to owners of the Company before adjusting items as follows:
| 2025 | 2024 | ||
| Reference | £m | £m | |
Profit for calculating basic and diluted earnings per share | c | 33.2 | 33.3 |
| Adjusted for: | |||
Amortisation of intangible assets (note 13) | 1.9 | 2.0 | |
Exceptional items (note 4) | 4.0 | 4.6 | |
Taxation relating to the items above | (1.5) | (1.6) | |
Profit for calculating adjusted earnings per share | d | 37.6 | 38.3 |
| 2025 | 2024 | ||
| Reference | pence | pence | |
Basic earnings per share | c/a | 19.5 | 19.3 |
Diluted earnings per share | c/b | 18.6 | 18.8 |
Adjusted basic earnings per share | d/a | 22.1 | 22.2 |
Adjusted diluted earnings per share | d/b | 21.1 | 21.7 |
9. Taxation continued
10. Earnings per ordinary share
Basic earnings per ordinary share is calculated by dividing the profit for the year
attributable to owners of the Company by the weighted average number of the Company’s
ordinary shares in issue during the financial year. The weighted average number of the
Company’s ordinary shares in issue excludes 3,587,465 shares (2024: 1,372,779 shares),
being the weighted average number of own shares held during the year in relation to
employee share schemes (note 23).
Reference | 2025 | 2024 | |
| Weighted average number of ordinary shares | |||
in issue (million) | a | 170.5 | 172.7 |
Effect of dilutive share options (million) | 8.0 | 4.2 | |
Weighted average number of ordinary shares for calculating diluted earnings per share (million) | b | 178.5 | 176.9 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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Movements in the number of B Shares outstanding were as follows:
| Nominal | ||
| Number | value | |
| 000 | £’000 | |
| Issued and fully paid | ||
At 1 July 2023, 30 June 2024 and 30 June 2025 | 665,888 | 666 |
B Shares carry no rights to attend, speak or vote at Company meetings, except on a
resolution relating to the winding up of the Company.
| £m | |
| Cost | |
At 1 July 2023 | 36.0 |
Currency translation differences | (0.3) |
At 30 June 2024 | 35.7 |
Currency translation differences | 0.2 |
At 30 June 2025 | 35.9 |
| Accumulated impairment | |
At 1 July 2023 | (16.3) |
Currency translation differences | 0.3 |
At 30 June 2024 | (16.0) |
Currency translation differences | (0.1) |
At 30 June 2025 | (16.1) |
| Net book value | |
At 30 June 2025 | 19.8 |
At 30 June 2024 | 19.7 |
| 2025 | 2024 | |
| £m | £m | |
Liquids | 16.0 | 16.0 |
Unit Dosing | 3.3 | 3.2 |
Powders | 0.3 | 0.3 |
Asia Pacific | 0.2 | 0.2 |
At 30 June | 19.8 | 19.7 |
11. Payments to shareholders
Dividends paid and received are included in the Company financial statements in the year
in which the related dividends are actually paid or received or, in respect of the Company’s
final dividend for the year, approved by shareholders.
It is the Board’s intention that any future dividends will be final dividends paid annually in
cash, not by the allotment and issue of B Shares. Consequently, the Board is not seeking
shareholder approval at the 2025 AGM to capitalise reserves for the purposes of issuing
B Shares or to grant Directors the authority to allot such shares. Existing B Shares will
continue to be redeemable but limited to one redemption date in November of each year.
Further details of how to redeem existing B Shares in November 2025 will be announced in
due course. B Shares issued but not redeemed are classified as current liabilities.
As outlined in the RNS dated 29 November 2024, as a result of the refinancing of the
Company’s RCF, the block on shareholder distributions has now been removed, permitting
the Company to restore the payment of dividends and consider share buy-backs. The
Board is recommending a final dividend of 3.0 pence per ordinary share for the year
ended 30 June 2025. This is subject to approval by shareholders at the Company’s 2025
AGM and has therefore not been recognised in these financial statements. If approved, the
recommended final dividend will be paid as a cash dividend on 28 November 2025 to all
holders of ordinary shares who are on the register of members on 31 October 2025. The
ordinary shares will be marked as ex-dividend on 30 October 2025.
Other than the final dividend proposed above, no payments to ordinary shareholders were
made or proposed in respect of this year or the prior year.
As noted in the Directors’ Report on page 101, during the year to 30 June 2025, the
Directors became aware that certain dividends paid in November 2022 to November
2024 to holders of B Shares totalling £47,710.90 had been made, and certain loans paid
in November 2023 to October 2024 to Apex Group Fiduciary Services Limited, in its
capacity as trustee of the McBride plc Employee Benefit Trust 2012 (the ‘Trustee’), totalling
£5,100,339.38 may have been made, in each case otherwise than in accordance with the
Companies Act 2006 in so far as they were made without the Company holding sufficient
distributable reserves and without interim accounts having been filed at Companies House
prior to payment and/or, in the case of such, where they resulted in a negative reduction on
the Company’s net assets. A resolution to release the holders of B Shares, the Trustee and
the Directors and relevant former Directors of the Company in relation to such dividends
and loans will be put to shareholders for approval at the 2025 AGM. Full details of the
resolution are included in the Notice of AGM.
In April 2025, the Company received a dividend of £40.0 million from a subsidiary,
thereby increasing the Company’s distributable reserves to sufficient levels to support
the Company’s anticipated future distributions in the course of the 2025 calendar year.
Further procedures have been put in place to ensure the Company’s reserves are sufficient
for relevant dividends to be paid and loans to be made in the future. These include
reviewing the Company’s anticipated upcoming distributable reserve requirements,
establishing a process for paying dividends up to the Company to ensure the Company has
sufficient distributable reserves for its requirements, checking the Company has sufficient
distributable reserves before paying a dividend or making a loan, and updating the Audit
and Risk Committee on the Company’s distributable reserves at set intervals.
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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12. Goodwill continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| Patents, | Assets | |||||
| brands and | Computer | Customer | under | |||
| trademarks | software | relationships | Other | development | Total | |
| £m | £m | £m | £m | £m | £m | |
| Cost | ||||||
At 1 July 2023 as reported | 3.7 | 14.3 | 11.9 | 0.9 | — | 30.8 |
Restatement (1) | (2.0) | 0.3 | (8.4) | 4.7 | — | (5.4) |
At 1 July 2023 restated (1) | 1.7 | 14.6 | 3.5 | 5.6 | — | 25.4 |
Additions | — | — | — | 5.3 | — | 5.3 |
Disposals | — | — | — | (0.2) | — | (0.2) |
Transfers | — | 0.9 | — | (0.9) | — | — |
At 30 June 2024 restated (1) | 1.7 | 15.5 | 3.5 | 9.8 | — | 30.5 |
Additions | — | — | — | 0.5 | 9.9 | 10.4 |
Transfers | — | 0.7 | — | — | (0.7) | — |
Reclassification (2) | — | — | — | (6.0) | 6.0 | — |
At 30 June 2025 | 1.7 | 16.2 | 3.5 | 4.3 | 15.2 | 40.9 |
| Accumulated amortisation and impairment | ||||||
At 1 July 2023 as reported | (3.7) | (8.7) | (11.3) | (0.6) | — | (24.3) |
Restatement (1) | 2.0 | (1.8) | 8.7 | (3.5) | — | 5.4 |
At 1 July 2023 restated (1) | (1.7) | (10.5) | (2.6) | (4.1) | — | (18.9) |
Disposals | — | — | — | 0.2 | — | 0.2 |
Charge for the year | — | (1.5) | (0.4) | (0.1) | — | (2.0) |
At 30 June 2024 restated (1) | (1.7) | (12.0) | (3.0) | (4.0) | — | (20.7) |
Charge for the year | — | (1.3) | (0.4) | (0.2) | — | (1.9) |
At 30 June 2025 | (1.7) | (13.3) | (3.4) | (4.2) | — | (22.6) |
| Net book value | ||||||
At 30 June 2025 | — | 2.9 | 0.1 | 0.1 | 15.2 | 18.3 |
At 30 June 2024 restated (1) | — | 3.5 | 0.5 | 5.8 | — | 9.8 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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14. Property, plant and equipment
| Assets in the | ||||
| Land and | Plant and | course of | ||
| buildings | equipment | construction | Total | |
| £m | £m | £m | £m | |
| Cost | ||||
At 1 July 2023 as reported | 67.5 | 264.4 | 10.0 | 341.9 |
Restatement (1) | 30.3 | 44.3 | — | 74.6 |
At 1 July 2023 restated (1) | 97.8 | 308.7 | 10.0 | 416.5 |
Additions | 1.3 | 11.2 | 3.1 | 15.6 |
Disposals | (0.5) | (4.6) | — | (5.1) |
Transfers | 0.2 | 2.3 | (2.5) | — |
Currency translation differences | (0.9) | (3.0) | (0.1) | (4.0) |
At 30 June 2024 restated (1) | 97.9 | 314.6 | 10.5 | 423.0 |
Additions | 0.5 | 5.6 | 14.2 | 20.3 |
Disposals | (0.2) | (7.1) | — | (7.3) |
Transfers | 0.9 | 14.9 | (15.8) | — |
Currency translation differences | 1.0 | 3.5 | 0.1 | 4.6 |
At 30 June 2025 | 100.1 | 331.5 | 9.0 | 440.6 |
| Accumulated depreciation and impairment | ||||
At 1 July 2023 | (31.8) | (192.3) | — | (224.1) |
Restatement (1) | (23.4) | (51.2) | — | (74.6) |
At 1 July 2023 restated (1) | (55.2) | (243.5) | — | (298.7) |
Charge for the year | (1.9) | (14.4) | — | (16.3) |
Disposals | 0.1 | 3.6 | — | 3.7 |
Impairment | — | (0.2) | — | (0.2) |
Currency translation differences | 0.6 | 2.3 | — | 2.9 |
At 30 June 2024 restated (1) | (56.4) | (252.2) | — | (308.6) |
Charge for the year | (1.0) | (14.8) | — | (15.8) |
Disposals | 0.2 | 6.7 | — | 6.9 |
Reversal of impairment | — | 0.6 | — | 0.6 |
Transfers | (0.3) | 0.3 | — | — |
Currency translation differences | (0.7) | (2.7) | — | (3.4) |
At 30 June 2025 | (58.2) | (262.1) | — | (320.3) |
| Net book value | ||||
At 30 June 2025 | 41.9 | 69.4 | 9.0 | 120.3 |
At 30 June 2024 restated (1) | 41.5 | 62.4 | 10.5 | 114.4 |
The land and buildings category includes land of £2.6 million (2024: £2.6m) which is not depreciated.
(1) Prior years restated to eliminate historical adjustments no longer required and to transfer assets to correct asset category. The restatement has no impact on the income statement or net assets, nor does it impact the carrying
value of property, plant and equipment.
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| Plant and | |||||
| Buildings | machinery | Vehicles | Other | Total | |
| £m | £m | £m | £m | £m | |
| Right-of-use assets | |||||
Net book value at 1 July 2023 | 1.8 | 4.7 | 1.4 | 0.6 | 8.5 |
New leases recognised | 1.3 | 1.2 | 0.9 | — | 3.4 |
Currency translation differences | — | — | — | (0.1) | (0.1) |
Depreciation | (0.9) | (2.0) | (0.8) | — | (3.7) |
Net book value at 30 June 2024 | 2.2 | 3.9 | 1.5 | 0.5 | 8.1 |
New leases recognised | — | 1.4 | 2.1 | 0.1 | 3.6 |
Currency translation differences | — | — | 0.1 | — | 0.1 |
Transfers | 0.5 | (0.2) | (0.2) | (0.1) | — |
Depreciation | (1.0) | (1.6) | (1.1) | (0.2) | (3.9) |
Net book value at 30 June 2025 | 1.7 | 3.5 | 2.4 | 0.3 | 7.9 |
| Total | |
| £m | |
| Lease liabilities | |
At 1 July 2023 | 9.0 |
New leases recognised | 3.4 |
Lease payments | (4.5) |
Currency translation differences | 0.2 |
Finance costs (note 8) | 0.3 |
At 30 June 2024 | 8.4 |
New leases recognised | 3.6 |
Lease payments | (4.2) |
Currency translation differences | 0.1 |
Finance costs (note 8) | 0.4 |
At 30 June 2025 | 8.3 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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Inventories are stated net of an allowance of £9.6 million (2024: £10.3m) in respect of
excess, obsolete or slow-moving items. Movements in the allowance were as follows:
| 2025 | 2024 | |
| £m | £m | |
At 1 July | (10.3) | (5.5) |
Utilisation | 3.2 | 4.0 |
Charged to profit or loss | (2.4) | (8.9) |
Currency translation differences | (0.1) | 0.1 |
At 30 June | (9.6) | (10.3) |
The cost of inventories recognised in cost of sales as an expense amounted to
£583.0 million (2024: £583.4m). The cost of inventories including direct material costs
only (note 7) is £515.2 million (2024: £519.9m).
| 2025 | 2024 | |
| £m | £m | |
Trade receivables | 124.9 | 137.7 |
Less: provision for impairment of trade receivables | (1.7) | (3.6) |
Trade receivables – net | 123.2 | 134.1 |
Other receivables | 10.9 | 9.8 |
Prepayments and accrued income | 5.0 | 4.9 |
Total | 139.1 | 148.8 |
15. Leases continued
| 2025 | 2024 | |
| £m | £m | |
| Analysed as: | ||
Amounts falling due within twelve months | 3.7 | 3.1 |
Amounts falling due after one year | 4.6 | 5.3 |
8.3 | 8.4 |
| 2025 | 2024 | |
| £m | £m | |
Expenses relating to short-term leases | 0.2 | 0.2 |
| Expenses relating to leases of low-value assets not shown | ||
as short-term leases above | 0.1 | 0.1 |
Total | 0.3 | 0.3 |
16. Inventories
| 2025 | 2024 | |
| £m | £m | |
Raw materials, packaging and consumables | 58.5 | 58.0 |
Finished goods and goods for resale | 64.9 | 61.6 |
Total | 123.4 | 119.6 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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17. Trade and other receivables continued
| More than | More than | More than | More than | |||
| 30 days | 60 days | 90 days | 180 days | |||
30 June 2025 | Current | past due | past due | past due | past due | Total |
Expected loss rate | 0.0% | 0.0% | 0.0% | 0.0% | 38.0% | |
Gross carrying amount (£m) | 123.5 | 0.4 | 0.1 | 0.3 | 0.6 | 124.9 |
Credit loss allowance (£m) | — | — | — | — | 0.2 | 0.2 |
| More than | More than | More than | More than | |||
| 30 days | 60 days | 90 days | 180 days | |||
30 June 2024 | Current | past due | past due | past due | past due | Total |
Expected loss rate | 0.5% | 0.0% | 0.0% | 0.0% | 14.2% | |
Gross carrying amount (£m) | 130.5 | 2.2 | 0.6 | 1.4 | 3.0 | 137.7 |
Credit loss allowance (£m) | 0.7 | — | — | — | 0.4 | 1.1 |
| 2025 | 2024 | |
| £m | £m | |
At 1 July | (3.6) | (4.3) |
Utilisation | 2.3 | 2.3 |
Charged | (0.4) | (1.6) |
At 30 June | (1.7) | (3.6) |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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17. Trade and other receivables continued
| 2025 | 2024 | |
| £m | £m | |
Sterling | 15.8 | 17.9 |
Euro | 90.9 | 99.2 |
Polish Zloty | 1.8 | 1.8 |
Danish Krone | 12.0 | 13.6 |
Malaysian Ringgit | 2.8 | 3.1 |
Other | 1.6 | 2.1 |
124.9 | 137.7 |
| 2025 | 2024 | |
| £m | £m | |
| Current liabilities | ||
Trade payables | 176.8 | 160.7 |
Taxation and social security | 3.6 | 4.6 |
Other payables | 26.0 | 27.3 |
Accrued expenses | 18.8 | 24.5 |
Deferred income | 2.1 | 2.3 |
B Shares (note 11) | 0.7 | 0.7 |
Total | 228.0 | 220.1 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2025 | 2024 | |||||
| Current | Non-current | Total | Current | Non-current | Total | |
| liabilities | liabilities | liabilities | liabilities | liabilities | liabilities | |
| £m | £m | £m | £m | £m | £m | |
| Bank and other loans: | ||||||
Secured loans | — | — | — | — | 65.0 | 65.0 |
— | — | — | — | 65.0 | 65.0 | |
Total secured borrowings | — | — | — | — | 65.0 | 65.0 |
Overdrafts | 2.0 | — | 2.0 | 11.8 | — | 11.8 |
| Bank and other loans: | ||||||
Unsecured loans | — | 61.3 | 61.3 | — | — | — |
Invoice discounting facilities (note 20) | 67.8 | — | 67.8 | 55.6 | — | 55.6 |
67.8 | 61.3 | 129.1 | 55.6 | — | 55.6 | |
Lease liabilities | 3.7 | 4.6 | 8.3 | 3.1 | 5.3 | 8.4 |
Total unsecured borrowings | 73.5 | 65.9 | 139.4 | 70.5 | 5.3 | 75.8 |
Total borrowings | 73.5 | 65.9 | 139.4 | 70.5 | 70.3 | 140.8 |
| 2025 | 2024 | |
| £m | £m | |
Within one year | 67.8 | 55.6 |
Between one and two years | — | 65.0 |
Between two and five years | 61.3 | — |
Total | 129.1 | 120.6 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| Fair value | Total | |||
| Amortised | through | carrying | Fair | |
| cost | profit or loss (1) | amount | value | |
| £m | £m | £m | £m | |
| At 30 June 2025 | ||||
| Financial assets | ||||
Trade receivables | 123.2 | — | 123.2 | 123.2 |
Other receivables | 10.9 | — | 10.9 | 10.9 |
Cash and cash equivalents | 34.2 | — | 34.2 | 34.2 |
168.3 | — | 168.3 | 168.3 | |
| Financial assets held at fair value | ||||
| Derivative financial instruments | ||||
| (Level 2) | ||||
Forward currency contracts | — | 0.2 | 0.2 | 0.2 |
Interest rate caps | — | 0.3 | 0.3 | 0.3 |
Total financial assets | 168.3 | 0.5 | 168.8 | 168.8 |
| Financial liabilities | ||||
Trade and other payables | (212.9) | — | (212.9) | (212.9) |
Bank overdrafts | (2.0) | — | (2.0) | (2.0) |
Lease liabilities | (8.3) | — | (8.3) | (8.3) |
Bank and other loans | (129.1) | — | (129.1) | (129.1) |
(352.3) | — | (352.3) | (352.3) | |
Financial liabilities held at fair value | ||||
| Derivative financial instruments | ||||
| (Level 2) | ||||
Forward currency contracts | — | (0.4) | (0.4) | (0.4) |
Interest rate collars | — | (0.1) | (0.1) | (0.1) |
Total financial liabilities | (352.3) | (0.5) | (352.8) | (352.8) |
Total | (184.0) | — | (184.0) | (184.0) |
19. Borrowings continued
| 2025 | 2024 | |
| £m | £m | |
| Current | ||
| Floating charge | ||
Cash and cash equivalents | — | 0.4 |
Receivables | — | 228.0 |
Total current assets pledged as security | — | 228.4 |
| Non-current | ||
| First mortgage | ||
Freehold land and buildings | — | 113.0 |
Shares pledged | — | 89.9 |
Total non-current assets pledged as security | — | 202.9 |
Total assets pledged as security | — | 431.3 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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20. Financial risk management continued
Financial assets and financial liabilities continued
| Fair value | Total | |||
| Amortised | through | carrying | Fair | |
| cost | profit or loss (1) | amount | value | |
| £m | £m | £m | £m | |
| At 30 June 2024 | ||||
| Financial assets | ||||
Trade receivables | 134.1 | — | 134.1 | 134.1 |
Other receivables | 9.8 | — | 9.8 | 9.8 |
Cash and cash equivalents | 9.3 | — | 9.3 | 9.3 |
153.2 | — | 153.2 | 153.2 | |
| Financial assets held at fair value | ||||
| Derivative financial instruments | ||||
| (Level 2) | ||||
Interest rate caps | — | 2.0 | 2.0 | 2.0 |
Total financial assets | 153.2 | 2.0 | 155.2 | 155.2 |
| Financial liabilities | ||||
Trade and other payables | (201.0) | — | (201.0) | (201.0) |
Bank overdrafts | (11.8) | — | (11.8) | (11.8) |
Lease liabilities | (8.4) | — | (8.4) | (8.4) |
Bank and other loans | (120.6) | — | (120.6) | (120.6) |
(341.8) | — | (341.8) | (341.8) | |
| Financial liabilities held | ||||
| at fair value | ||||
| Derivative financial instruments | ||||
| (Level 2) | ||||
Forward currency contracts | — | (0.4) | (0.4) | (0.4) |
Total financial liabilities | (341.8) | (0.4) | (342.2) | (342.2) |
Total | (188.6) | 1.6 | (187.0) | (187.0) |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| 2025 | 2024 | |
| £m | £m | |
Trade receivables available | 67.8 | 55.6 |
Amount borrowed | (67.8) | (55.6) |
Amount undrawn | — | — |
20. Financial risk management continued
| 2025 | 2024 | |
| £m | £m | |
| Trade and other receivables: | ||
Trade receivables | 123.2 | 134.1 |
Other receivables | 10.9 | 9.8 |
134.1 | 143.9 | |
Derivative financial instruments | 0.5 | 2.0 |
Cash and cash equivalents | 34.2 | 9.3 |
Total | 168.8 | 155.2 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
(1) Please refer to APM in note 30.
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20. Financial risk management continued
Liquidity risk continued
| Between | Between | Between | Between | ||||
| Within | 1 and 2 | 2 and 3 | 3 and 4 | 4 and 5 | After | ||
| 1 year | years | years | years | years | 5 years | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
| At 30 June 2025 | |||||||
Bank overdrafts | (2.0) | — | — | — | — | — | (2.0) |
| Bank and other loans: | |||||||
Principal | (67.8) | — | — | (61.9) | — | — | (129.7) |
Interest payments | (0.5) | — | — | — | — | — | (0.5) |
Lease liabilities (1) | (4.0) | (2.0) | (1.5) | (0.9) | (0.2) | (0.7) | (9.3) |
Trade and other payables | (212.9) | — | — | — | — | — | (212.9) |
Cash flows on non-derivative liabilities | (287.2) | (2.0) | (1.5) | (62.8) | (0.2) | (0.7) | (354.4) |
| Cash flows on derivative liabilities | |||||||
Payments | (93.3) | (0.5) | — | — | — | — | (93.8) |
Cash flows on financial liabilities | (380.5) | (2.5) | (1.5) | (62.8) | (0.2) | (0.7) | (448.2) |
| Cash flows on derivative assets | |||||||
Receipts | 93.5 | 0.5 | — | — | — | — | 94.0 |
(287.0) | (2.0) | (1.5) | (62.8) | (0.2) | (0.7) | (354.2) |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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20. Financial risk management continued
Liquidity risk continued
| Between | Between | Between | Between | ||||
| Within | 1 and 2 | 2 and 3 | 3 and 4 | 4 and 5 | After | ||
| 1 year | years | years | years | years | 5 years | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
| At 30 June 2024 | |||||||
Bank overdrafts | (11.8) | — | — | — | — | — | (11.8) |
| Bank and other loans: | |||||||
Principal | (55.6) | (65.2) | — | — | — | — | (120.8) |
Interest payments | (0.9) | — | — | — | — | — | (0.9) |
Lease liabilities (1) | (3.5) | (3.1) | (1.2) | (0.7) | (0.4) | (0.8) | (9.7) |
Trade and other payables | (201.0) | — | — | — | — | — | (201.0) |
Cash flows on non-derivative liabilities | (272.8) | (68.3) | (1.2) | (0.7) | (0.4) | (0.8) | (344.2) |
| Cash flows on derivative liabilities | |||||||
Payments | (72.1) | (0.4) | — | — | — | — | (72.5) |
Cash flows on financial liabilities | (344.9) | (68.7) | (1.2) | (0.7) | (0.4) | (0.8) | (416.7) |
| Cash flows on derivative assets | |||||||
Receipts | 71.9 | 0.4 | — | — | — | — | 72.3 |
(273.0) | (68.3) | (1.2) | (0.7) | (0.4) | (0.8) | (344.4) |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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20. Financial risk management continued
Interest rate risk continued
2025 | 2024 | |||||||||||
| Danish | Polish | Other | Danish | Polish | Other | |||||||
| Euro | Sterling | Krone | Zloty | currencies | Total | Euro | Sterling | Krone | Zloty | currencies | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
| Floating rate | ||||||||||||
Bank overdrafts | (2.0) | — | — | — | — | (2.0) | (9.7) | (2.1) | — | — | — | (11.8) |
Bank and other loans | 5.1 | (37.0) | — | — | — | (31.9) | (23.0) | 1.4 | (10.5) | — | — | (32.1) |
Cash and cash equivalents | 27.2 | 1.7 | 0.6 | 0.2 | 4.5 | 34.2 | 3.6 | 1.5 | 0.2 | 0.2 | 3.8 | 9.3 |
30.3 | (35.3) | 0.6 | 0.2 | 4.5 | 0.3 | (29.1) | 0.8 | (10.3) | 0.2 | 3.8 | (34.6) | |
| Fixed rate | ||||||||||||
Bank and other loans | (72.2) | (25.0) | — | — | — | (97.2) | (63.5) | (25.0) | — | — | — | (88.5) |
Total | (41.9) | (60.3) | 0.6 | 0.2 | 4.5 | (96.9) | (92.6) | (24.2) | (10.3) | 0.2 | 3.8 | (123.1) |
| Interest | |
| rate caps | |
| 2025 | £m |
Carrying amount | 0.3 |
Notional amount | 114.8 |
Maturity date | Jul 2025-Jun 2027 |
Hedging ratio | 1:1 |
Change in value of outstanding hedge instruments | (0.5) |
Change in value of hedged item used to determine hedge effectiveness | 0.5 |
Weighted average hedged rate for the year | 0.00%–4.15% |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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20. Financial risk management continued
Interest rate risk continued
| Interest | |
| rate caps | |
| 2024 | £m |
Carrying amount | 1.9 |
Notional amount | 88.5 |
Maturity date | Jun 2024-May 2026 |
Hedging ratio | 1:1 |
Change in value of outstanding hedge instruments | (0.9) |
| Change in value of hedged item used to determine | |
hedge effectiveness | 0.9 |
Weighted average hedged rate for the year | 0.00%-4.15% |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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20. Financial risk management continued
Foreign currency risk continued
Translation risk continued
2025 | 2024 | |||||
| Net assets/ | Net assets/ | |||||
| (liabilities) | Currency | Net assets | (liabilities) | Currency | Net assets | |
| before | forward | after | before | forward | after | |
| hedging | contracts | hedging | hedging | contracts | hedging | |
| £m | £m | £m | £m | £m | £m | |
Sterling | (44.0) | 79.5 | 35.5 | (5.0) | 55.6 | 50.6 |
Euro | 93.6 | (51.4) | 42.2 | 35.7 | (33.9) | 1.8 |
Polish Zloty | 10.4 | (7.7) | 2.7 | 7.9 | (6.9) | 1.0 |
Danish Krone | 22.6 | (18.3) | 4.3 | 15.2 | (12.5) | 2.7 |
Malaysian Ringgit | 7.3 | — | 7.3 | 3.9 | — | 3.9 |
Other | 4.4 | (2.1) | 2.3 | 5.7 | (2.3) | 3.4 |
Total | 94.3 | — | 94.3 | 63.4 | — | 63.4 |
2025 | 2024 | |||
| EUR +10% | EUR -10% | EUR +10% | EUR -10% | |
| £m | £m | £m | £m | |
Impact on equity | (1.3) | 1.5 | (1.5) | 1.6 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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20. Financial risk management continued
Foreign currency risk continued
Translation risk continued
| Foreign currency forwards | ||
2025 | Transactional | Translational |
Carrying amount (£m) | 0.2 | (0.4) |
Notional amount (£m) | 14.4 | 79.5 |
Maturity date | July 2025-September 2026 | September 2025 |
Hedging ratio | 1:1 | 1:1 |
| Change in value of outstanding | ||
hedge instruments (£m) | 0.2 | (0.4) |
| Change in value of hedged | ||
| item used to determine hedge | ||
effectiveness (£m) | (0.2) | 0.4 |
| Weighted average hedged rate | ||
for the year | €1.1633:£1 | Various (1) |
| Foreign currency forwards | ||
2024 | Transactional | Translational |
Carrying amount (£m) | (0.2) | (0.1) |
Notional amount (£m) | 19.0 | 55.6 |
Maturity date | July 2023-June 2025 | September 2024 |
Hedging ratio | 1:1 | 1:1 |
| Change in value of outstanding | ||
hedge instruments (£m) | (0.2) | (0.1) |
| Change in value of hedged | ||
| item used to determine hedge | ||
effectiveness (£m) | 0.2 | 0.1 |
| Weighted average hedged rate | ||
for the year | €1.1413:£1 | Various (1 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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21. Capital and net debt continued
Capital management continued
| 2025 | 2024 | 2023 | |
| £m | £m | £m | |
Total equity | 94.3 | 63.4 | 37.1 |
Net debt | 105.2 | 131.5 | 166.5 |
Capital | 199.5 | 194.9 | 203.6 |
| 2025 | 2024 | |
| % | % | |
Gearing (1) | 53.3 | 66.0 |
| IFRS 16 | Currency | ||||
| At 1 July | non-cash | Cash | translation | At 30 June | |
| 2024 | movements (1) | flows | differences | 2025 | |
| Movements in net debt were as follows: | £m | £m | £m | £m | £m |
Overdrafts | (11.8) | — | 9.8 | — | (2.0) |
Bank loans | (65.0) | — | 3.9 | (0.2) | (61.3) |
Other loans | (55.6) | — | (11.5) | (0.7) | (67.8) |
Lease liabilities | (8.4) | (4.0) | 4.2 | (0.1) | (8.3) |
Financial liabilities | (140.8) | (4.0) | 6.4 | (1.0) | (139.4) |
Cash and cash equivalents | 9.3 | — | 24.3 | 0.6 | 34.2 |
Net debt | (131.5) | (4.0) | 30.7 | (0.4) | (105.2) |
| IFRS 16 | Currency | ||||
| At 1 July | non-cash | Cash | translation | At 30 June | |
| 2023 | movements (1) | flows | differences | 2024 | |
| Movements in net debt were as follows: | £m | £m | £m | £m | £m |
Overdrafts | (0.6) | — | (11.2) | — | (11.8) |
Bank loans | (109.8) | — | 44.5 | 0.3 | (65.0) |
Other loans | (48.7) | — | (7.4) | 0.5 | (55.6) |
Lease liabilities | (9.0) | (3.7) | 4.5 | (0.2) | (8.4) |
Financial liabilities | (168.1) | (3.7) | 30.4 | 0.6 | (140.8) |
Cash and cash equivalents | 1.6 | — | 7.5 | 0.2 | 9.3 |
Net debt | (166.5) | (3.7) | 37.9 | 0.8 | (131.5) |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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Non-governmental collected post-employment benefits had the following effect on the
Group’s results and financial position:
| 2025 | 2024 | |
| £m | £m | |
| Profit or loss | ||
| Operating profit | ||
| Defined contribution schemes | ||
Contributions payable | (3.4) | (3.0) |
| Defined benefit schemes | ||
| Service cost and administrative expenses | ||
(net of employee contributions) | (0.3) | (0.6) |
Net charge to operating profit | (3.7) | (3.6) |
| Finance costs | ||
Net interest cost on defined benefit obligation | (1.2) | (1.2) |
Net charge to profit before taxation | (4.9) | (4.8) |
| Other comprehensive income/(expense) | ||
| Defined benefit schemes | ||
Net actuarial loss | (1.2) | (5.6) |
| 2025 | 2024 | |
| £m | £m | |
| Balance sheet | ||
| Defined benefit obligations | ||
UK – funded | (97.8) | (101.6) |
Other – unfunded | (11.0) | (12.0) |
(108.8) | (113.6) | |
| Fair value of scheme assets | ||
UK – funded | 74.8 | 74.1 |
Other – unfunded | 9.1 | 10.1 |
Deficit on the schemes | (24.9) | (29.4) |
Related deferred tax asset (note 9) | 6.2 | 7.3 |
21. Capital and net debt continued
Capital management continued
| A reconciliation of the net cash flow to the movement | 2025 | 2024 |
| in net debt is shown as follows: | £m | £m |
Increase in net cash and cash equivalents | 24.3 | 7.5 |
Net repayment of bank loans and overdrafts | 2.2 | 25.9 |
Change in net debt resulting from cash flows | 26.5 | 33.4 |
Currency translation differences | (0.3) | 1.0 |
Movement in net debt in the year | 26.2 | 34.4 |
Net debt at the beginning of the year excluding lease liabilities | (123.1) | (157.5) |
Net debt at the end of the year excluding lease liabilities | (96.9) | (123.1) |
Lease liabilities at 1 July | (8.4) | (9.0) |
Lease liabilities non-cash movements | (4.0) | (3.7) |
Repayment of IFRS 16 lease liabilities | 4.2 | 4.5 |
Currency translation differences | (0.1) | (0.2) |
Net debt at the end of the year | (105.2) | (131.5) |
22. Pensions and other post-employment benefits
Overview
The Group provides a number of post-employment benefit arrangements. In the UK, the
Group operates a closed defined benefit pension scheme and a defined contribution
pension scheme. Elsewhere in Europe, the Group has a number of smaller post-employment
benefit arrangements that are structured to accord with local conditions and practices
in the countries concerned. The Group also recognises the assets and liabilities for all
members of the defined contribution scheme in Belgium, accounting for the whole defined
contribution section as a defined benefit scheme under IAS 19, ‘Employee Benefits’, as there
is a risk the underpin will require the Group to pay further contributions to the scheme.
At 30 June 2025, the Group recognised a deficit on its UK defined benefit pension scheme
of £23.0 million (2024: £27.5m). The Group’s net post-employment benefit obligations
outside the UK amounted to £1.9 million (2024: £1.9m).
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2025 | 2024 | |
Discount rate | 5.50% | 5.10% |
| Inflation rate: | ||
Retail Prices Index | 2.95% | 3.25% |
Consumer Prices Index | 2.30% | 2.60% |
| Revaluation of deferred pensions (in excess of GMP) | ||
Accrued before 6 April 2009 | 2.30% | 2.60% |
Accrued on or after 6 April 2009 | 2.30% | 2.60% |
| Increase in pensions in payment (in excess of GMP) | ||
Accrued before 1 April 2011 | 2.83% | 2.97% |
Accrued on or after 1 April 2011 | 1.91% | 1.92% |
22. Pensions and other post-employment benefits continued
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| 2025 | Asset | 2024 | Asset | |
| £m | classification | £m | classification | |
Private markets | 19.3 | Unquoted | 21.1 | Unquoted |
Liability-driven investment | 27.4 | Quoted | 28.1 | Quoted |
Credit | 23.0 | Unquoted | 19.4 | Unquoted |
Cash and cash equivalents | 5.1 | Quoted | 5.5 | Quoted |
Total | 74.8 | 74.1 |
22. Pensions and other post-employment benefits continued
UK defined benefit pension scheme continued
(ii) Assumptions and sensitivities continued
| 2025 | 2024 | |
| Life expectancies at age 65 for: | Years | Years |
| Member retiring in the next year: | ||
Male | 20.9 | 20.9 |
Female | 23.1 | 23.1 |
| Member retiring 20 years from now: | ||
Male | 21.9 | 21.8 |
Female | 24.3 | 24.2 |
| Change in | Increase in | Decrease in | |
| assumption | assumption | assumption | |
Discount rate | +/- 0.1% | Decrease by £1.0m | Increase by £1.0m |
Inflation rate (1) | +/- 0.1% | Increase by £0.7m | Decrease by £0.8m |
Life expectancy | +1 year | Increase by £3.0m | n/a |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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2025 | 2024 | |
Discount rate | 3.60% | 3.65% |
Inflation rate | 2.00% | 2.20% |
Salary increase rate on top of inflation | 0.00% | 0.00% |
Mortality tables | MR-5/FR-5 | MR-5/FR-5 |
Retirement age | 65 | 65 |
Withdrawal rate | 0.00% | 0.00% |
22. Pensions and other post-employment benefits continued
UK defined benefit pension scheme continued
| 2025 | 2024 | |
| £m | £m | |
At 1 July | 74.1 | 73.4 |
Expected return on plan assets | 3.8 | 3.9 |
Loss on assets in excess of interest income on Fund assets | (5.5) | (2.5) |
Employer’s contributions | 7.0 | 4.0 |
Benefits paid | (4.6) | (4.7) |
At 30 June | 74.8 | 74.1 |
| 2025 | 2024 | |
| £m | £m | |
At 1 July | (101.6) | (98.1) |
Interest cost | (5.1) | (5.1) |
| Remeasurement gain/(loss) arising from changes | ||
in financial assumptions | 6.1 | (3.1) |
Remeasurement gain arising from changes in demographic assumptions | 0.2 | — |
Experience loss on liabilities | (2.0) | — |
Benefits paid | 4.6 | 4.7 |
At 30 June | (97.8) | (101.6) |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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23. Employee share schemes
Share awards
The Group operates a performance-based Long-Term Incentive Plan (LTIP) for the Executive Directors and certain other senior executives. Awards made under the LTIP vest provided the
participant remains in the Group’s employment during the three-year vesting period and the Group achieves the related performance conditions. In the current year, 50% of the awards
granted vest dependent on the growth in the Group’s EPS (a vesting condition) and 50% of the awards granted vest dependent on the growth in the Group’s adjusted ROCE (a vesting
condition). In previous years, up to 50% of each award vests dependent on the growth in the Group’s EPS (a vesting condition) and up to 50% of each award vests dependent on the
reduction in the Group’s net debt to adjusted EBITDA
(1)
ratio (a vesting condition).
During the year, Restricted Share Units (RSUs) were granted to Executive Directors and certain other senior executives. Awards made under the RSU vest provided the participant remains
in the Group’s employment during the three-year vesting period.
Vested awards are settled in the form of the Company’s ordinary shares (equity-settled) or by the payment of cash equivalent to the market value of the Company’s ordinary shares on
the vesting date (cash-settled). From 2017, all awards granted result in equity-settled amounts.
Further information on the LTIP and RSU awards is set out in the Remuneration Committee Report.
Movements in LTIP and RSU awards outstanding were as follows:
2025 | 2024 | |||||
| LTIP | RSU | Cash | LTIP | RSU | Cash | |
| Equity-settled | Equity-settled | settled | Equity-settled | Equity-settled | settled | |
| Number | Number | Number | Number | Number | Number | |
Outstanding at 1 July | 6,785,710 | 7,538,357 | — | 6,624,716 | 5,607,207 | 175,213 |
Granted | 949,910 | 1,013,036 | — | 2,816,579 | 2,967,711 | — |
Exercised | (870,705) | (640,391) | — | — | (231,079) | — |
Forfeited | — | (283,600) | — | (260,104) | (805,482) | — |
Lapsed | (870,708) | — | — | (2,395,481) | — | (175,213) |
Outstanding at 30 June | 5,994,207 | 7,627,402 | — | 6,785,710 | 7,538,357 | — |
Unvested at 30 June | 5,994,207 | 7,627,402 | — | 6,785,710 | 7,538,357 | — |
Awards made under the LTIP and RSU have a £nil exercise price.
The maximum term of equity-settled awards granted in the year is three years. The weighted average remaining life of equity-settled awards at 30 June 2025 is 1.0 years (2024: 1.5 years).
The weighted average remaining life of cash-settled awards at 30 June 2025 is nil years (2024: nil years).
During 2025, no cash LTIP awards vested (2024: none), 870,705 equity-settled LTIP awards vested (2024: none) and 640,391 RSU awards vested (2024: 231,079). The weighted average
share price on the vesting date of equity-settled awards in 2025 was 116.3 pence (2024: 72.0p).
At 30 June 2025, the liability recognised in relation to cash-settled awards was £nil (2024: £nil).
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
(1) See note 30 on page 161.
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23. Employee share schemes continued
Share awards continued
At the grant date, the weighted average fair value of LTIP awards granted during the year was 91.0 pence (2024: 37.3p). Fair value was measured using a variant of the Black-Scholes
valuation model based on the following assumptions:
| Sep | Sep | Oct | |
| 2024 | 2023 | 2022 | |
Risk-free interest rate | n/a | n/a | n/a |
Share price on grant date | 116.0p | 40.5p | 24.0p |
Dividend yield on the Company’s shares | n/a | n/a | n/a |
Volatility of the Company’s shares | n/a | n/a | n/a |
Expected life of LTIP awards | 3 years | 3 years | 3 years |
Risk-free rate, dividend yield and volatility have no impact on nil cost awards which are subject to non-market-based performance conditions.
At the grant date, the weighted average fair value of RSU awards granted during the year was 107.5 pence (2024: 44.1p). Fair value was based on the share price at the date of grant with
the following assumptions:
| Jun | Sep | Jun | Nov | Sep | Jun | Nov | Oct | Jun | Feb | |
| 2025 | 2024 | 2024 | 2023 | 2023 | 2023 | 2022 | 2022 | 2022 | 2022 | |
Risk-free interest rate | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Share price on grant date | 151.4p | 116.0p | 118.0p | 61.0p | 40.5p | 27.0p | 25.0p | 25.0p | 30.8p | 46.0p |
Dividend yield on the Company’s shares | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Volatility of the Company’s shares | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Expected life of RSU awards | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years |
Risk-free rate, dividend yield and volatility have no impact on nil cost awards which are subject to non-market-based performance conditions.
Compensation expense recognised in profit or loss in relation to employee share schemes was as follows:
| 2025 | 2024 | |
| £m | £m | |
Equity-settled awards | 1.6 | 1.6 |
Total expense | 1.6 | 1.6 |
Deferred Annual Bonus Plan
The Group has in force a Deferred Annual Bonus Plan for the main Executive Directors. There is no exercise price for the shares awarded under the plan, which are subject to a vesting
period of three years and will normally vest on the expiry of this period and are normally only payable if the Director remains employed by the Group at the end of that period. Awards
granted under the Deferred Annual Bonus Plan are eligible for dividend equivalent payments.
In the current year, 708,038 share awards have been granted under the Deferred Annual Bonus Plan (2024: 513,336). The total amount included in operating profit in relation to the
Deferred Annual Bonus Plan was £nil (2024: £nil).
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| Reorganisation | Independent | |||||
| and | Leasehold | Environmental | business | |||
| restructuring | dilapidations | remediation | review | Claims | Total | |
| £m | £m | £m | £m | £m | £m | |
At 1 July 2023 | 0.3 | 1.9 | 3.0 | 0.1 | — | 5.3 |
(Released)/charged to profit or loss | — | (0.1) | 0.8 | 3.8 | — | 4.5 |
Currency translation difference | — | — | (0.2) | — | — | (0.2) |
Utilisation | — | (1.3) | (0.8) | (3.9) | — | (6.0) |
At 30 June 2024 | 0.3 | 0.5 | 2.8 | — | — | 3.6 |
Transfer from other payables (1) | — | — | — | — | 0.6 | 0.6 |
Charged/(released) to profit or loss | 0.2 | (0.1) | 0.4 | — | 0.2 | 0.7 |
Currency translation difference | (0.1) | — | — | — | — | (0.1) |
Utilisation | — | (0.1) | (0.4) | — | — | (0.5) |
At 30 June 2025 | 0.4 | 0.3 | 2.8 | — | 0.8 | 4.3 |
| 2025 | 2024 | |
| Analysis of provisions: | £m | £m |
Current | 2.7 | 2.2 |
Non-current | 1.6 | 1.4 |
Total | 4.3 | 3.6 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| Authorised, | ||
| allotted and fully paid | ||
Number | £m | |
Ordinary shares of 10 pence each At 1 July 2023, 30 June 2024 and 30 June 2025 | 174,057,328 | 17.4 |
Treasury shares | Employee Benefit Trust | Total | ||||
Number | £m | Number | £m | Number | £m | |
At 1 July 2023 | 42,041 | — | 486,647 | 0.4 | 528,688 | 0.4 |
Shares paid out to employees | — | — | (233,150) | — | (233,150) | — |
Shares purchased | — | — | 3,055,537 | 2.8 | 3,055,537 | 2.8 |
At 30 June 2024 | 42,041 | — | 3,309,034 | 3.2 | 3,351,075 | 3.2 |
Shares paid out to employees | — | — | (1,511,096) | (1.4) | (1,511,096) | (1.4) |
Shares purchased | — | — | 1,983,000 | 2.4 | 1,983,000 | 2.4 |
At 30 June 2025 | 42,041 | — | 3,780,938 | 4.2 | 3,822,979 | 4.2 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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29. Exchange rates
The principal exchange rates used to translate the results, assets and liabilities and cash
flows of the Group’s foreign operations into Sterling were as follows:
Average rate | Closing rate | |||
2025 | 2024 | 2025 | 2024 | |
Euro | 1.19 | 1.16 | 1.17 | 1.18 |
US Dollar | 1.29 | 1.26 | 1.37 | 1.26 |
Danish Krone | 8.88 | 8.68 | 8.72 | 8.81 |
Polish Zloty | 5.07 | 5.11 | 4.96 | 5.09 |
Czech Koruna | 29.88 | 28.72 | 28.93 | 29.57 |
Hungarian Forint | 479.05 | 449.75 | 467.33 | 466.81 |
Malaysian Ringgit | 5.70 | 5.91 | 5.77 | 5.97 |
Australian Dollar | 2.00 | 1.92 | 2.10 | 1.90 |
30. Alternative performance measures (APMs)
Introduction
The performance of the Group is assessed using a variety of adjusted measures that are
not defined under IFRS and are therefore termed non-GAAP measures. The non-GAAP
measures used are adjusted operating profit, adjusted EBITDA, adjusted finance costs,
adjusted profit before tax, adjusted profit for the year, adjusted earnings per share, free
cash flow and cash conversion %, adjusted ROCE, liquidity, net debt, net debt cover ratio
(banking basis) and interest cover ratio (banking basis). The rationale for using these
measures, along with a reconciliation from the nearest measures prepared in accordance
with IFRS, are presented below. The alternative performance measures we use may not
be directly comparable with similarly titled measures used by other companies.
Adjusted measures
Adjusted measures exclude specific items that are considered to hinder comparison of the
trading performance of the Group’s businesses either year on year or with other businesses.
This presentation is consistent with the way that financial performance is measured by
management and reported to the Board and Executive Committee, and is used for internal
performance analysis and in relation to employee incentive arrangements. The Directors
present these adjusted measures in the financial statements in order to assist investors
in their assessment of the trading performance of the Group. Directors do not regard
these measures as a substitute for, or superior to, the equivalent measures calculated
and presented in accordance with IFRS.
| 2025 | 2024 | |
| £m | £m | |
Contracted but not provided on property, plant and equipment | 3.4 | 5.0 |
Contracted but not provided on other intangible assets | 0.2 | 0.7 |
Total | 3.6 | 5.7 |
| 2025 | 2024 | |
| £m | £m | |
Short-term employee benefits | 3.1 | 3.8 |
Post-employment benefits | 0.1 | 0.1 |
Share-based payments | 1.0 | 1.2 |
Total | 4.2 | 5.1 |
28. Events after the reporting date
There are no events after the reporting date that require disclosure in the financial
statements.
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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Adjusted earnings per share
Adjusted earnings per share is based on the Group’s profit for the year adjusted for the
items excluded from operating profit in arriving at adjusted operating profit, and the tax
relating to those items (note 9).
Free cash flow and cash conversion %
Free cash flow is one of the Group’s key performance indicators (KPIs) by which our
financial performance is measured. It is primarily a liquidity measure; however, free
cash flow and cash conversion % are also important indicators of overall operational
performance as they reflect the cash generated from operations. Free cash flow is defined
as cash generated before exceptional items. Cash conversion % is defined as free cash flow
as a percentage of adjusted EBITDA (applicable only when adjusted EBITDA is positive).
A reconciliation from net cash generated from operating activities, the most directly
comparable IFRS measure to free cash flow, is set out as follows:
| 2025 | 2024 | |
| £m | £m | |
Net cash generated from operating activities | 63.1 | 59.2 |
| Add back: | ||
Taxation paid | 17.9 | 5.1 |
Interest paid | 7.9 | 10.9 |
Refinancing costs paid | 1.8 | 3.8 |
Cash outflow in respect of exceptional items | 3.2 | 2.7 |
Free cash flow | 93.9 | 81.7 |
Adjusted EBITDA | 85.8 | 87.1 |
Cash conversion % | 109% | 94% |
30. Alternative performance measures (APMs) continued
Adjusted measures continued
During the years under review, the items excluded from operating profit in arriving at
adjusted operating profit were the amortisation of intangible assets and exceptional items.
Exceptional items and amortisation are excluded from adjusted operating profit because
they are not considered to be representative of the trading performance of the Group’s
businesses during the year.
A reconciliation for each non-GAAP measure to the most directly comparable IFRS measure
is set out below.
Adjusted operating profit and adjusted EBITDA
Adjusted EBITDA means adjusted operating profit before depreciation. A reconciliation
between adjusted operating profit, adjusted EBITDA and the Group’s reported statutory
operating profit is shown below.
| 2025 | 2024 | |
| £m | £m | |
Operating profit | 60.2 | 64.3 |
Exceptional items in operating profit (note 4) | 4.0 | 0.8 |
Amortisation of intangibles (note 13) | 1.9 | 2.0 |
Adjusted operating profit | 66.1 | 67.1 |
Depreciation of property, plant and equipment (note 14) | 15.8 | 16.3 |
Depreciation of right-of-use assets (note 15) | 3.9 | 3.7 |
Adjusted EBITDA | 85.8 | 87.1 |
Adjusted profit before tax and adjusted profit for the year
Adjusted profit before tax is based on adjusted operating profit less adjusted finance costs.
Adjusted profit for the year is based on adjusted profit before tax less taxation relating to
non-adjusting items. The table below reconciles adjusted profit before tax to the Group’s
reported profit before tax.
| 2025 | 2024 | |
| £m | £m | |
Profit before tax | 49.0 | 46.5 |
Exceptional items (note 4) | 4.0 | 4.6 |
Amortisation of intangibles (note 13) | 1.9 | 2.0 |
Adjusted profit before tax | 54.9 | 53.1 |
Taxation (note 9) | (17.3) | (14.8) |
Adjusted profit for the year | 37.6 | 38.3 |
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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| 2025 | 2024 | |
| £m | £m | |
Cash and cash equivalents | 34.2 | 9.3 |
RCF headroom | 107.2 | 82.9 |
Uncommitted facilities | — | 6.1 |
Liquidity | 141.4 | 98.3 |
Net debt
Net debt consists of cash and cash equivalents, overdrafts, bank and other loans and
lease liabilities.
Net debt is a key indicator used by management to assess the Group’s indebtedness and
overall balance sheet strength.
Net debt is an alternative performance measure as it is not defined in IFRS. A reconciliation
from loans and other borrowings, lease liabilities and cash and cash equivalents, the most
directly comparable IFRS measures to net debt, is set out below:
| 2025 | 2024 | |
| £m | £m | |
| Current assets | ||
Cash and cash equivalents | 34.2 | 9.3 |
| Current liabilities | ||
Borrowings (note 19) | (69.8) | (67.4) |
Lease liabilities (note 15) | (3.7) | (3.1) |
(73.5) | (70.5) | |
| Non-current liabilities | ||
Borrowings (note 19) | (61.3) | (65.0) |
Lease liabilities (note 15) | (4.6) | (5.3) |
(65.9) | (70.3) | |
Net debt | (105.2) | (131.5) |
30. Alternative performance measures (APMs) continued
Adjusted return on capital employed (ROCE)
Adjusted ROCE serves as an indicator of how efficiently we generate returns from the
capital invested in the business. It is a Group KPI that allows management to evaluate the
outcome of investment decisions. Adjusted ROCE is defined as adjusted operating profit
divided by the average of opening and closing capital employed. Capital employed is
defined as the total of goodwill and other intangible assets, property, plant and equipment,
right-of-use assets, inventories, trade and other receivables less trade and other payables.
There is no equivalent statutory measure within IFRS. Adjusted ROCE is calculated as
follows:
| 2025 | 2024 | 2023 | |
| £m | £m | £m | |
Goodwill (note 12) | 19.8 | 19.7 | 19.7 |
Other intangible assets (note 13) | 18.3 | 9.8 | 6.5 |
Property, plant and equipment (note 14) | 120.3 | 114.4 | 117.8 |
Right-of-use assets (note 15) | 7.9 | 8.1 | 8.5 |
Inventories (note 16) | 123.4 | 119.6 | 121.5 |
Trade and other receivables (note 17) | 139.1 | 148.8 | 145.7 |
Trade and other payables (note 18) | (228.0) | (220.1) | (219.6) |
Capital employed | 200.8 | 200.3 | 200.1 |
Average of opening and closing capital employed | 200.6 | 200.2 | 209.4 |
Adjusted operating profit | 66.1 | 67.1 | 13.5 |
Adjusted ROCE % | 33.0% | 33.5% | 6.4% |
Liquidity
Liquidity means, at any time, without double counting, the aggregate of:
(a) cash;
(b) cash equivalents;
(c) the available facility at that time, which comprises the headroom available in the RCF
and other committed facilities; and
(d) the aggregate amount available for drawing under uncommitted facilities.
The Company uses this measure to manage cash flow.
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
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Interest cover ratio (banking basis)
The interest cover ratio (banking basis) is a measure of the Company’s ability to pay the
interest on its outstanding debts. Under the RCF, it is calculated as EBITDA (as defined
in the RCF agreement) divided by adjusted finance costs (excluding net interest cost on
defined benefit obligation). The Company uses the ratio to ensure compliance with the
RCF financial covenants that will be tested half-yearly from December 2024.
| 2025 | 2024 | |
| £m | £m | |
EBITDA banking basis (as defined in the RCF agreement) | 85.0 | 91.8 |
Lease payments (note 15) | n/a (1) | (4.5) |
EBITDA banking basis (as defined in the RCF agreement) | 85.0 | 87.3 |
| Adjusted finance costs excluding net interest cost on defined | ||
benefit obligation (note 8) | 10.0 | 12.8 |
Interest cover ratio (banking basis) | 8.5x | 6.8x |
(1) Lease payments are no longer part of the definition following the refinancing of the RCF in November 2024.
30. Alternative performance measures (APMs) continued
Net debt cover ratio (banking basis)
The net debt cover ratio (banking basis) is an indicator of the Company’s ability to repay
its debts. Under the RCF, it is calculated as net debt (as defined in the RCF agreement)
divided by EBITDA (as defined in the RCF agreement). The Company uses the ratio to
ensure compliance with the RCF financial covenants that will be tested half-yearly from
December 2024.
| 2025 | 2024 | |
| £m | £m | |
Net debt (as defined above) | (105.2) | (131.5) |
Invoice discounting facilities (note 19) | 67. 8 | 55.6 |
B Shares (notes 11, 18) | (0.7) | (0.7) |
Lease liabilities (note 15) | 8.3 | 8.4 |
Adjustment for average exchange rates | (0.8) | (0.9) |
Net debt banking basis (as defined in the RCF agreement) | (30.6) | (69.1) |
Adjusted EBITDA | 85.8 | 87.1 |
Net interest cost on defined benefit obligation (note 8) | (1.2) | (1.2) |
Loss on disposal of property, plant and equipment (note 14) | 0.4 | 1.4 |
Lease payments (note 15) | n/a (1) | 4.5 |
EBITDA banking basis (as defined in the RCF agreement) | 85.0 | 91.8 |
Net debt cover ratio (banking basis) | 0.4x | 0.8x |
(1) Lease payments are no longer part of the definition following the refinancing of the RCF in November 2024.
Notes to the Consolidated Financial Statements continued
Year ended 30 June 2025
163 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Company Balance Sheet
At 30 June 2025
Note
2025
£m
2024
£m
Fixed assets
Investments 5 158.4 158.4
Current assets
Trade and other debtors 6 79.4 130.4
Cash and cash equivalents 0.4 1.4
Creditors: amounts falling due within one year 7 (36.9) (82.5)
Net current assets 42.9 49.3
Total assets less current liabilities 201.3 207.7
Creditors: amounts falling due after more than one year 8 (10.9) (47.0)
Provisions 10 — —
Net assets 190.4 160.7
Capital and reserves
Issued share capital 12 17.4 17.4
Share premium account 68.6 68.6
Capital redemption reserve 77.2 77.2
Cash flow hedge reserve 0.2 1.6
(Accumulated losses)/retained earnings
At 1 July (4.1) (21.6)
Profit for the year 31.8 16.1
Other movements (0.7) 1.4
27.0 (4.1)
Total shareholders’ funds 190.4 160.7
The financial statements on pages 164 to 172 were approved by the Board of Directors on 16 September 2025 and were signed on its behalf by:
Chris Smith
Director
McBride plc
Registered number: 02798634
164 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Company Statement of Changes in Equity
Year ended 30 June 2025
Issued
share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Cash flow
hedge
reserve
£m
(Accumulated
losses)/
retained
earnings
£m
Total
shareholders’
funds
£m
At 1 July 2023 17.4 68.6 77.2 3.6 (21.6) 145.2
Profit for the year — — — — 16.1 16.1
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss:
Net changes in fair value — — — (0.7) — (0.7)
Cash flow hedges transferred to profit or loss — — — (1.3) — (1.3)
Total other comprehensive expense — — — (2.0) — (2.0)
Total comprehensive (expense)/income — — — (2.0) 16.1 14.1
Transactions with owners of the parent
Share-based payments — — — — 0.8 0.8
Taxation relating to the items above — — — — 0.6 0.6
At 30 June 2024 17.4 68.6 77.2 1.6 (4.1) 160.7
Profit for the year — — — — 31.8 31.8
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss:
Net changes in fair value — — — (0.6) — (0.6)
Cash flow hedges transferred to profit or loss — — — (0.6) — (0.6)
Taxation relating to the items above — — — (0.2) — (0.2)
Total other comprehensive expense — — — (1.4) — (1.4)
Total comprehensive (expense)/income — — — (1.4) 31.8 30.4
Transactions with owners of the parent
Settlement of share awards — — — — (1.3) (1.3)
Share-based payments — — — — 0.7 0.7
Taxation relating to the items above — — — — (0.1) (0.1)
At 30 June 2025 17.4 68.6 77.2 0.2 27.0 190.4
165 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Notes to the Company Financial Statements
Year ended 30 June 2025
The Directors have taken advantage of the exemption available under section 408 of
the Companies Act 2006 and not presented an income statement or a statement of
comprehensive income for the Company alone. A summary of the Company’s material
accounting policies is set out below.
The accounting policies adopted are consistent with those of the annual financial
statements for the year ended 30 June 2024.
Principal accounting policies
Investments in subsidiaries
Investments in subsidiaries are held at cost, less provision for impairment. Any potential
impairment is determined on a basis of the carrying value of the investment against the
higher of net assets or discounted future cash flows.
Subsidiaries in the UK have taken advantage of an exemption from audit under section
479A of the Companies Act 2006. As the ultimate parent, McBride plc has provided a
statutory guarantee for any outstanding liabilities of these businesses. These subsidiaries
have been included in the consolidated financial statements of McBride plc as at
30June2025.
Financial instruments
The Company classifies its financial assets in the following categories:
• those to be measured subsequently at fair value (either through other comprehensive
income (OCI) or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the Company’s business model for managing the financial
assets and the contractual terms of the cash flows. For assets measured at fair value, gains
and losses will either be recorded in profit or loss or OCI. The Company reclassifies debt
instruments when, and only when, its business model for managing those assets changes.
At initial recognition, the Company measures a financial asset at its fair value plus, in the
case of a financial asset not at fair value through profit or loss (FVPL), transaction costs
that are directly attributable to the acquisition of the financial asset. Transaction costs of
financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when
determining whether their cash flows are solely payment of principal and interest.
1. Corporate information
McBride plc (the ‘Company’) is the ultimate Parent Company of a group of companies that
together is the leading European manufacturer and supplier of private label and contract
manufactured products for the domestic household and professional cleaning and hygiene
markets. The Company offers end-to-end development and manufacturing capabilities to a
wide range of customers in Europe and Asia Pacific.
The Company is a public company limited by shares, with shares traded on the London
Stock Exchange, incorporated and domiciled in the United Kingdom and registered in
England and Wales. The address of its registered office is McBride plc, Middleton Way,
Middleton, Manchester M24 4DP.
2. Material accounting policies
Accounting period
The Company’s annual financial statements are drawn up to 30 June. These financial
statements cover the year ended 30 June 2025 (‘2025’) with comparative amounts for
theyear ended 30 June 2024 (‘2024’).
Basis of preparation
The Company’s financial statements have been prepared in accordance with Financial
Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial
statements have been prepared under the historical cost convention and in accordance
with the Companies Act 2006 as applicable to companies using FRS 101. In preparing
these financial statements, the Company applies the recognition, measurement and
disclosure requirements of International Financial Reporting Standards as adopted by the
UK (‘UK-adopted international accounting standards’), but makes amendments where
necessary in order to comply with the Companies Act 2006 and to take advantage of FRS
101 disclosure exemptions.
FRS 101 sets out amendments to IFRS that are necessary to achieve compliance with
the Act and related regulations. As permitted by FRS 101, the Company has taken
advantage of the disclosure exemptions available under that standard in relation to
business combinations, financial instruments, share-based payments, capital management,
presentation of comparative information in respect of certain assets, presentation of a
cash flow statement, standards not yet effective, impairment of assets and related party
transactions. Where required, equivalent disclosures are given in the consolidated financial
statements of McBride plc.
For further information on going concern, please see note 2 in the consolidated financial
statements on page 116.
166 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Notes to the Company Financial Statements continued
Year ended 30 June 2025
(iii) Trade payables
Trade payables are initially recognised at fair value and subsequently held at
amortisedcost.
(iv) Bank and other loans
Bank and other loans are initially recognised at fair value, net of directly attributable
transaction costs, if any, and are subsequently measured at amortised cost using the
effective interest rate method.
(v) Derivative financial instruments
The Company uses derivative financial instruments to hedge its exposure to foreign
exchange and interest rate risks arising from operating, financing and investing activities.
The Company does not hold or issue derivative financial instruments for trading purpose;
however, if derivatives do not qualify for hedge accounting, they are accounted for as such.
Derivative financial instruments are recognised and stated at fair value. Where derivatives
do not qualify for hedge accounting, any gains or losses on remeasurement are
immediately recognised in the Company income statement. Where derivatives qualify for
hedge accounting, recognition of any resultant gain or loss depends on the nature of the
hedge relationship and the items being hedged. In order to qualify for hedge accounting,
the Company is required to document, from inception, the relationship between the item
being hedged and the hedging instrument.
The Company is also required to document and demonstrate an assessment of the
relationship between the hedged item and the hedging instrument, which shows that the
hedge will be highly effective on an ongoing basis. This effectiveness testing is performed
at each reporting date to ensure that the hedge remains highly effective.
Derivative financial instruments with maturity dates of more than one year from the balance
sheet date are disclosed as non-current.
The Company has entered into a number of financial derivative contracts and each is
discussed in turn.
The Company enters into forward foreign exchange contracts to mitigate the exchange risk
for certain foreign currency debtors. At 30 June 2025, the outstanding contracts all mature
within twelve months (2024: twelve months) of the year end. The Company is committed to
sell PLN and AUD and receive a fixed Sterling amount.
The Company also enters into interest rate cap and collar contracts to mitigate against the
floating interest rates on RCF debt. At 30 June 2025, there are eight outstanding contracts:
six mature within twelve months of the year end with the remaining two maturing more
than twelve months after the year end.
All contracts are measured at fair value, which is determined using valuation techniques
that utilise observable inputs. The key assumptions used in valuing derivatives are the
exchange rates for GBP:EUR and GBP:PLN as well as EUR and GBP interest rates.
2. Material accounting policies continued
Principal accounting policies continued
Financial instruments continued
Subsequent measurement of debt instruments depends on the Company’s business model
for managing the asset and the cash flow characteristics of the asset. There are three
measurement categories into which the Company classifies its debt instruments:
• amortised cost: Assets that are held for collection of contractual cash flows where
those cash flows represent solely payments of principal and interest are measured at
amortised cost. Interest income from these financial assets is included in finance income
using the effective interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other gains/(losses) together with
foreign exchange gains and losses. Impairment losses are presented as a separate line
item in the statement of profit or loss. The Company assesses on a forward-looking basis
the expected credit losses associated with its debt instruments carried at amortised
cost. The impairment methodology applied depends on whether there has been a
significant increase in credit risk;
• fair value through other comprehensive income (FVOCI): Assets that are held for
collection of contractual cash flows and for selling the financial assets, where the assets’
cash flows represent solely payments of principal and interest, are measured at FVOCI.
Movements in the carrying amount are taken through OCI, except for the recognition of
impairment gains or losses, interest income and foreign exchange gains and losses which
are recognised in profit or loss. When the financial asset is derecognised, the cumulative
gain or loss previously recognised in OCI is reclassified from equity to profit or loss and
recognised in other gains/(losses). Interest income from these financial assets is included
in finance income using the effective interest rate method. Foreign exchange gains and
losses are presented in other gains/(losses) and impairment expenses are presented as
aseparate line item in the statement of profit or loss; and
• fair value through profit or loss (FVPL): Assets that do not meet the criteria for
amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment
that is subsequently measured at FVPL is recognised in profit or loss and presented
netwithin other gains/(losses) in the year in which it arises.
(i) Trade and other debtors
Trade and other debtors are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method, less provision for impairment. Under the
Company’s business model, trade debtors are held for collection of contractual cash flows
and represent solely payments of principal and interest.
(ii) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, deposits available on demand and other
short-term, highly liquid investments with a maturity on acquisition of three months or less
and bank overdrafts. Bank overdrafts are presented as current liabilities to the extent that
there is no right of offset or intention to offset with cash balances.
167 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Notes to the Company Financial Statements continued
Year ended 30 June 2025
Payments to shareholders
Dividends paid and received are included in the Company financial statements in the year
in which the related dividends are actually paid or received or, in respect of the Company’s
final dividend for the year, approved by shareholders.
It is the Board’s intention that any future dividends will be final dividends paid annually in
cash, not by the allotment and issue of B Shares. Consequently, the Board is not seeking
shareholder approval at the 2025 AGM to capitalise reserves for the purposes of issuing
B Shares or to grant Directors the authority to allot such shares. Existing B Shares will
continue to be redeemable but limited to one redemption date in November ofeach year.
BShares issued but not redeemed are classified as current liabilities.
Own shares
Own shares represent the Company’s ordinary shares that are held by the Company in
treasury or by a sponsored ESOP trust to employee share schemes. When own shares are
acquired, the cost of purchase in the market is deducted from the profit and loss account
reserve. Gains and losses on the subsequent transfer or sale of own shares are recognised
directly in the profit and loss account.
Cash flow statement
A cash flow statement is not presented in these financial statements on the grounds that
the Company’s cash flows are included in the consolidated financial statements of the
Company and its subsidiaries.
Critical judgements and key sources of estimation uncertainty
In applying the Company’s accounting policies as described in this note, the Directors are
required to make judgements, and estimates and assumptions, that affect the reported
amounts of its assets, liabilities, income and expenses that are not readily identifiable
from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual outcomes could
differ from those estimates and affect the Company’s results in future years.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the year in which the estimate is revised if the
revision affects only that year, or in the year of the revision and future years if the revision
affects both current and future years.
The Directors consider that no critical judgements are made in preparing these financial
statements.
The Directors consider the following to be the key sources of estimation uncertainty
present in preparing these financial statements.
Impairment of investments and amounts owed by subsidiary undertakings
The Directors have performed an impairment assessment of investments under IAS 36.
Inlight of the underlying value of the subsidiaries’ net assets, their profitability and forecast
profitability, the Directors have judged that no impairment is required (2024: £nil). An
impairment assessment of amounts owed by subsidiary undertakings as at 30 June 2025
was undertaken. The Directors have judged that no impairment is required (2024: £nil).
2. Material accounting policies continued
Principal accounting policies continued
Foreign currency translation
Transactions denominated in foreign currencies are translated into Sterling at the exchange
rate ruling on the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are retranslated at the exchange rate ruling on the balance sheet date.
Currency translation differences are recognised in the income statement.
Share-based payments
The Company operates incentive share schemes under which it grants equity-settled and
cash-settled awards over its own ordinary shares to certain employees of its subsidiaries.
The Company recognises a capital contribution to the subsidiaries concerned that is based
on the fair value of the awards measured using the Black-Scholes option pricing formula or
the Monte Carlo valuation model.
For equity-settled awards, the fair value reflects market performance conditions and all
non-vesting conditions. Fair value is determined at the grant date and is not subsequently
remeasured unless the relevant conditions are modified. Adjustments are made to the
compensation expense to reflect actual and expected forfeitures due to failure to satisfy
service conditions or non-market performance conditions. For cash-settled awards, the
fair value reflects all the conditions on which the award is made and is remeasured at each
reporting date and at the settlement date.
Generally, the capital contribution is recognised on a straight-line basis over the vesting
period. For equity-settled awards, a corresponding credit is recognised directly in reserves,
while for cash-settled awards a corresponding liability to settle is recognised in the
balancesheet.
Taxation
Current tax is the amount of tax payable in respect of the taxable profit or loss for the
year. Taxable profit differs from accounting profit because it excludes income or expenses
that are recognised in the year for accounting purposes but are either not taxable or not
deductible for tax purposes or are taxable or not deductible in earlier or subsequent years.
Deferred tax is recognised on temporary differences between the recognition of items
ofincome or expenses for accounting purposes and their recognition for tax purposes.
Adeferred tax asset in respect of a deductible temporary difference or a carried-forward
tax loss is recognised only to the extent that it is considered more likely than not that
sufficient taxable profits will be available against which the reversing temporary difference
or the tax loss can be deducted. Deferred tax assets and liabilities are not discounted.
Current and deferred tax is measured using tax rates that have been enacted or
substantively enacted at the balance sheet date.
Guarantees
From time to time, the Company enters into financial guarantee contracts to guarantee the
indebtedness of its subsidiaries. The Company accounts for these contracts under IAS 32,
IFRS 7 and IFRS 9. Financial guarantee contracts are initially measured at fair value and
subsequently measured at the higher of fair value and the expected credit loss.
168 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Notes to the Company Financial Statements continued
Year ended 30 June 2025
The following subsidiaries in the UK have taken advantage of an exemption from audit
under section 479A of the Companies Act 2006. As the ultimate parent, McBride plc has
provided a statutory guarantee for any outstanding liabilities of these businesses. These
subsidiaries have been included in the consolidated financial statements of McBride plc
asat 30 June 2025.
• Robert McBride Ltd
• McBride Holdings Limited
A full list of the Company’s subsidiaries at 30 June 2025 is set out in note 15 on pages 171
and 172.
Details of the share-based payments provided by the Company to employees of its
subsidiaries are presented in note 23 to the consolidated financial statements.
6. Trade and other debtors
2025
£m
2024
£m
Amounts falling due within one year
Amounts owed by subsidiary undertakings 76.6 127.7
Derivative financial instruments — 1.1
Deferred tax asset 0.9 —
Prepayments and accrued income 1.9 1.6
79.4 130.4
Amounts are unsecured and repayable on demand. Amounts owed by subsidiary
undertakings include a loan receivable of £51.7 million (2024: £99.8m) which is non-interest
bearing with no fixed repayment date and Group relief receivable of £14.6 million (2024:
£11.5m). All remaining amounts owed by subsidiary undertakings are interest bearing, based
on external borrowing interest rates.
7. Creditors: amounts falling due within one year
2025
£m
2024
£m
Amounts owed to subsidiary undertakings 34.0 77.0
B Shares (note 9) 0.7 0.7
Accruals and deferred income 2.1 2.3
Derivative financial instruments 0.1 —
Bank overdrafts — 2.5
Total 36.9 82.5
All amounts owed to subsidiary undertakings are interest bearing, based on external
borrowing interest rates.
3. Profit for the financial year
As permitted by section 408(3) of the Act, the Company’s income statement or a
statement of comprehensive income are not presented in these financial statements.
The auditors’ remuneration for audit and other services is disclosed in note 6 of the
Group’sconsolidated financial statements.
The Company’s profit for the financial year was £31.8 million (2024: profit of £16.1m).
4. Employee information
The monthly average of full-time equivalent Directors employed by the Company and
Non-Executive Directors during the year was as follows:
2025
Number
2024
Number
Directors 2 2
Non-Executive Directors 1 1
Total 3 3
Aggregate payroll costs were as follows:
2025
£m
2024
£m
Wages and salaries 2.5 2.8
Social security costs 0.1 0.1
Other pension costs — 0.1
Total 2.6 3.0
Executive Directors’ emoluments, which are included in the above, are detailed further in
the Annual Report on Remuneration on pages 88 to 99.
5. Investments
£m
Carrying amount as at 1 July 2023, 30 June 2024
and 30 June 2025 158.4
The Directors have assessed the Company’s investments for indicators of impairment
and have concluded that none are present. Therefore, no impairment review has been
conducted in the current year.
169 McBride plc Annual Report and Accounts 2025
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Notes to the Company Financial Statements continued
Year ended 30 June 2025
In April 2025, the Company received a dividend of £40.0 million from a subsidiary,
thereby increasing the Company’s distributable reserves to sufficient levels to support
the Company’s anticipated future distributions in the course of the 2025 calendar year.
Further procedures have been put in place to ensure the Company’s reserves are sufficient
for relevant dividends to be paid and loans to be made in the future. These include
reviewing the Company’s anticipated upcoming distributable reserve requirements,
establishing a process for paying dividends up to the Company to ensure the Company has
sufficient distributable reserves for its requirements, checking the Company has sufficient
distributable reserves before paying a dividend or making a loan, and updating the Audit
and Risk Committee on the Company’s distributable reserves at set intervals.
Movements in the number of B Shares outstanding were as follows:
Number
000
Nominal
value
£’000
Issued and fully paid
At 1 July 2023, 30 June 2024 and 30 June 2025 665,888 666
B Shares carry no rights to attend, speak or vote at Company meetings, except on a
resolution relating to the winding up of the Company.
10. Provisions
2025
£m
2024
£m
At 1 July — 0.1
Utilised in the year — (3.9)
Charge for the year — 3.8
At 30 June — —
The provision for consultancy support for the independent business review programme was
utilised in the prior year.
8. Creditors: amounts falling due after more than one year
2025
£m
2024
£m
Bank and other loans 10.9 47.0
Deferred tax liability — —
Total 10.9 47.0
Bank and other loans represent amounts drawn down under revolving credit facilities.
9. Payments to shareholders
Dividends paid and received are included in the Company financial statements in the year
in which the related dividends are actually paid or received or, in respect of the Company’s
final dividend for the year, approved by shareholders.
It is the Board’s intention that any future dividends will be final dividends paid annually in
cash, not by the allotment and issue of B Shares. Consequently, the Board is not seeking
shareholder approval at the 2025 AGM to capitalise reserves for the purposes of issuing
B Shares or to grant Directors the authority to allot such shares. Existing B Shares will
continue to be redeemable but limited to one redemption date in November ofeach year.
Further details of how to redeem existing B Shares in November 2025 will be announced in
due course. B Shares issued but not redeemed are classified as current liabilities.
As outlined in the RNS dated 29 November 2024, as a result of the refinancing of the
Company’s RCF, the block on shareholder distributions has now been removed, permitting
the Company to restore the payment of dividends and consider share buy-backs.
TheBoard is recommending a final dividend of 3.0 pence per ordinary share for the year
ended 30June 2025. This is subject to approval by shareholders at the Company’s 2025
AGM and has therefore not been recognised in these financial statements. If approved,
therecommended final dividend will be paid as a cash dividend on 28 November 2025
toall holders of ordinary shares who are on the register of members on 31 October 2025.
The ordinary shares will be marked as ex-dividend on 30 October 2025.
Other than the final dividend proposed above, no payments to ordinary shareholders were
made or proposed in respect of this year or the prior year.
As noted in the Directors’ Report on page 101, during the year to 30 June 2025, the
Directors became aware that certain dividends paid in November 2022 to November
2024 to holders of B Shares totalling £47,710.90 had been made, and certain loans paid
in November 2023 to October 2024 to Apex Group Fiduciary Services Limited, in its
capacity as trustee of the McBride plc Employee Benefit Trust 2012 (the ‘Trustee’), totalling
£5,100,339.38 may have been made, in each case otherwise than in accordance with the
Companies Act 2006 in so far as they were made without the Company holding sufficient
distributable reserves and without interim accounts having been filed at Companies House
prior to payment and/or, in the case of such, where they resulted in a negative reduction on
the Company’s net assets. A resolution to release the holders of B Shares, the Trustee and
the Directors and relevant former Directors of the Company in relation to such dividends
and loans will be put to shareholders for approval at the 2025 AGM. Full details of the
resolution are included in the Notice of AGM.
170 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Notes to the Company Financial Statements continued
Year ended 30 June 2025
13. Guarantees
The Company has guaranteed the indebtedness of certain of its subsidiaries up to an
aggregate amount of £nil (2024: £0.2m).
14. Related party transactions
Other than payments made to Directors, which are set out in the Remuneration Committee
Report on pages 80 to 99 and note 5 of the consolidated financial statements, there are
no other related party transactions to disclose (2024: none). The Company has taken
the exemption available under FRS 101 not to disclose transactions with wholly owned
subsidiary companies.
15. Subsidiaries
Details of the Company’s subsidiaries at 30 June 2025 are as follows. In each case, the
Company’s equity interest is in the form of ordinary shares which, unless stated otherwise,
are indirectly owned.
The business activity of each of the Company’s trading subsidiaries is the manufacture,
distribution and sale of household and personal care products.
Subsidiaries
Equity interest
and operation
Country of
incorporation
Trading subsidiaries
McBride Australia Pty Ltd
(a)
100% Australia
McBride S.A.
(b)
100% Belgium
McBride Denmark A/S
(c)
100% Denmark
Robert McBride Ltd
(d)
100% England
McBride S.A.S.
(e)
100% France
Vitherm France S.A.S.
(f)
100% France
McBride GmbH
(g)
100% Germany
McBride Hong Kong Limited
(h)
100% Hong Kong
McBride S.p.A.
(i)
100% Italy
Chemolux S.a.r.l.
(j)
100% Luxembourg
McBride Malaysia Sdn. Bhd
(k)
100% Malaysia
McBride Nederlands B.V.
(l)
100% Netherlands
Intersilesia McBride Polska Sp. z o.o
(m)
100% Poland
McBride S.A.U.
(n)
100% Spain
Newlane Cosmetics Company Limited
(o)
100% Vietnam
Holding companies
McBride Holdings Limited
(1, d)
100% England
McBride Asia Holdings Limited
(h)
100% Hong Kong
McBride Hong Kong Holdings Limited
(h)
100% Hong Kong
Fortlab Holdings Sdn. Bhd.
(k)
100% Malaysia
Fortune Organics (F.E.) Sdn. Bhd.
(k)
100% Malaysia
CNL Holdings Sdn. Bhd.
(k)
100% Malaysia
11. Deferred tax
The elements and movements of deferred tax are as follows:
Share-based
payments
£m
Other
short-term
differences
£m
Total
£m
At 1 July 2023 0.2 (0.7) (0.5)
Prior year adjustments — (0.1) (0.1)
Credit/(charge) to income statement 0.4 (0.4) —
Charge to other comprehensive income/(expense) — (0.5) (0.5)
Charge to equity 1.1 — 1.1
At 30 June 2024 1.7 (1.7) —
Credit to income statement 0.6 0.6 1.2
Charge to other comprehensive income/(expense) — (0.2) (0.2)
Credit to equity (0.1) — (0.1)
At 30 June 2025 2.2 (1.3) 0.9
Deferred tax assets are recognised to the extent that recovery is probable against the future
reversal of taxable temporary differences and projected taxable income. Based on the latest
profit projections, management considers the deferred tax assets to be recoverable.
As at 30 June 2025, McBride plc had unused tax losses of £23.8 million (2024: £26.3m)
available to offset against future profits. No deferred tax asset has been recognised in
respect of £2.0 million (2024: £2.0m) of these losses due to restrictions over accessing
these losses in the future.
12. Issued share capital
Authorised, allotted
and fully paid
Number £m
Ordinary shares of 10 pence each
At 1 July 2023, 30 June 2024 and 30 June 2025 174,057,328 17.4
Ordinary shares carry full voting rights and ordinary shareholders are entitled to attend
Company meetings and to receive payments to shareholders. The above figure includes
42,041 treasury shares.
At 30 June 2025, outstanding awards in relation to the equity-settled employee share
schemes that are operated by the Company comprised 13,621,609 ordinary shares
(2024:14,324,067 ordinary shares). Further information on the employee share schemes
ispresented in note 23 to the consolidated financial statements.
171 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Notes to the Company Financial Statements continued
Year ended 30 June 2025
Registered offices:
(a) Level 4, 147 Collins Street, Melbourne, Victoria 3000, Australia.
(b) 6 Rue Moulin Masure, 7730 Estaimpuis, Belgium.
(c) Lægårdvej 90-94, 7500 Holstebro, Denmark.
(d) Middleton Way, Middleton, Manchester M24 4DP, UK.
(e) 20 rue Gustave Flaubert, 14590 Moyaux, France.
(f) Rue des Casernes, 55400 Étain, France.
(g) Bundeskanzlerplatz 2D, D – 53113, Bonn, Germany.
(h) Unit 2001-02, 20th Floor, Prosperity Place, 6 Shing Yip Street, Kwun Tong, Kowloon,
Hong Kong.
(i) Corso Garibaldi 49, 20121 Milan, Italy.
(j) Rue de I’industrie, Foetz, Luxembourg 3895.
(k) Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8,
Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
(l) Schiphol Boulevard 359, 1118BJ Schiphol, Netherlands.
(m) Ul. Matejki 2a, 47100 Strzelce Opolskie, Poland.
(n) Polígon Industrial I’Ila, C/ Ramon Esteve 20-22, 08650 Sallent, Barcelona, Spain.
(o) 22 VSIP II, Street 1, Vietnam Singapore, Industrial Park II, Hoa Phu Ward, Thu Dau Mot
City, Binh Duong Province, Vietnam.
Subsidiaries
Equity interest
and operation
Country of
incorporation
Dormant
(2)
Breckland Mouldings Limited
(d)
100% England
Camille Simon Holdings Limited
(d)
100% England
Camille Simon Limited
(d)
100% England
Culmstock Limited
(d)
100% England
Darcy Bolton Limited
(d)
100% England
Darcy Bolton Property Limited
(d)
100% England
Darcy Limited
(d)
100% England
Detergent Information Limited
(d)
100% England
G.Garnett & Sons Limited
(d)
100% England
G.Garnett Estates Limited
(d)
100% England
Globol Properties (UK) Limited
(d)
100% England
H.H. Limited
(d)
100% England
HomePride Limited
(d)
100% England
Hugo Personal Care Limited
(d)
100% England
International Consumer Products Limited
(d)
100% England
Longthorne Laboratories Limited
(d)
100% England
McBride Aircare Limited
(d)
100% England
McBride UK Limited
(d)
100% England
McBrides Limited
(d)
100% England
Milstock Limited
(d)
100% England
RMG (Droylsden) Limited
(d)
100% England
Robert McBride (Aerosols) Limited
(d)
100% England
Robert McBride (Bradford) Limited
(d)
100% England
Robert McBride (Properties) Limited
(d)
100% England
Robert McBride Household Limited
(d)
100% England
Savident Limited
(d)
100% England
Other
Robert McBride Pension Fund Trustees Limited
(d)
100% England
(1) McBride plc directly owns 100% of McBride Holdings Limited.
(2) Dormant companies listed here are exempt from preparing individual accounts under s394A, exempt
from filing individual accounts with the registrar under s448A and exempt from audit under s479A of the
Companies Act 2006.
15. Subsidiaries continued
172 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Group Five-Year Summary
Year ended 30 June
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Revenue 926.5 934.8 889.0 678.3 682.3
Adjusted operating profit/(loss) 66.1 67.1 13.5 (24.5) 24.1
Amortisation of intangible assets (1.9) (2.0) (2.4) (2.6) (2.4)
Exceptional items (4.0) (0.8) (0.8) — (6.9)
Operating profit/(loss) 60.2 64.3 10.3 (27.1) 14.8
Finance costs (11.2) (17.8) (25.4) (8.6) (4.2)
Profit/(loss) before taxation 49.0 46.5 (15.1) (35.7) 10.6
Taxation (15.8) (13.2) 3.6 11.4 2.8
Profit/(loss) for the year 33.2 33.3 (11.5) (24.3) 13.4
Earnings/(loss) per share
Diluted 18.6p 18.8p (6.6)p (14.0)p 7.5p
Adjusted diluted 21.1p 21.7p 0.0p (11.7)p 11.7p
Payments to shareholders (per ordinary share) 3.0p — — — —
At 30 June
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Non-current assets
Property, plant and equipment 120.3 114.4 117.8 122.9 129.8
Goodwill and other intangible assets 38.1 29.5 26.2 27.0 27.9
Other assets 46.4 52.6 54.6 42.9 32.9
204.8 196.5 198.6 192.8 190.6
Current assets 300.5 280.1 271.7 273.3 241.2
Current liabilities (311.8) (306.1) (283.6) (280.0) (233.5)
Non-current liabilities (99.2) (107.1) (149.6) (129.1) (128.5)
Net assets 94.3 63.4 37.1 57.0 69.8
Net debt 105.2 131.5 166.5 164.4 118.4
173 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Financial calendar
Next key dates for shareholders in 2025 and 2026:
Record date for dividend payable on B Shares previously
issued and not redeemed
17 October 2025
Record date for dividend payable on ordinary shares previously
issued and not redeemed
31 October 2025
Annual General Meeting 20 November 2025
Dividend payments on B Shares issued and
not previously redeemed
28 November 2025
Dividend payments on ordinary shares issued and
not previously redeemed
28 November 2025
2026 Half year end 31 December 2025
2026 Half-year trading statement 20 January 2026
2026 Interim results announcement 24 February 2026
2026 Year end 30 June 2026
2026 Year-end trading statement 16 July 2026
2026 Preliminary results announcement 15 September 2026
These dates are provisional and may be subject to change.
Payments to shareholders
At the Company’s 2011 General Meeting, shareholders approved the issue of non-cumulative
redeemable preference shares with a nominal value of 0.1 pence each (the ‘B Shares’) as a
method of making payments to shareholders. At the Company’s 2021 AGM, the Company
did not put forward a resolution to approve the issue of non-cumulative redeemable
preference shares. It is the Board’s intention that any future dividends will be final dividends
paid annually in cash, not by the allotment and issue of B Shares. As outlined in the RNS
dated 29 November 2024, as a result of the refinancing of the Company’s RCF, the block on
shareholder distributions has now been removed, permitting the Company to restore the
payment of dividends and consider share buy-backs. The Board is recommending a final
dividend of 3.0 pence per ordinary share for the year ended 30June 2025. Such dividend,
if approved by shareholders at the Company’s Annual General Meeting, shall be payable on
28 November 2025 to all holders of ordinary shares who are on the register of members
on31 October 2025. The final dividend proposed for the year ended 30 June 2025 will be
paid in cash if approved by the shareholders.
In accordance with the terms of the B Shares scheme, any B Shares may be redeemed
immediately for cash and such a redemption would result in a payment to the redeeming
shareholder.
Shareholders are able to redeem any number of their B Shares for cash. BShares that are
retained by the holder attract a dividend which is currently 75% of Bankof England Base
Rate on the 0.1 pence nominal value of each share, paid on a twice-yearly basis. With the
restriction on the redemption of existing B Shares having been lifted as a result of the
refinancing of the Company’s RCF, B Shares will be redeemable again (subject to any
restrictions and compliance with any formalities imposed by the laws or regulations of, or
any body or authority located in, the jurisdiction in which holders of B Shares are resident
or to which holders of B Shares are subject) but limited to one redemption date falling in
November of each year. Further details of how to redeem existing B Shares in November
2025 will be announced in due course.
Further details on B Shares can be found in the booklet entitled ‘Your Guide to B Shares’ on
the Company’s website at www.mcbride.co.uk.
Shareholders who have valid mandate instructions in place may choose to have payments
made directly into their bank or building society account. Confirmation of payment is
contained in a payment advice which is posted to shareholders’ registered addresses at the
time of payment. This payment advice should be kept safely for future reference.
Shareholders who wish to benefit from this service should complete the relevant section of
the election form accompanying the Notice of Annual General Meeting. Alternatively, the
required documentation can be obtained by contacting the Company’s registrar using one
of the methods outlined below.
Shareholder queries
Our share register is managed by MUFG Corporate Markets (UK) Limited, who can
becontacted:
by telephone +44 (0)371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate.
Lines are open between 9.00am and 5.30pm, Monday to Friday
(excluding public holidays in England and Wales).
by email shareholderenquiries@cm.mpms.mufg.com
by post MUFG Corporate Markets (UK) Limited, Central Square,
29 Wellington Street, Leeds LS1 4DL
When writing, please indicate that you are a McBride plc shareholder.
Shareholders are also able to access and amend details of their shareholding
(suchasaddress and distribution payment instructions), via the registrar’s website at
https://uk.investorcentre.mpms.mufg.com. If you have not previously registered to use
this facility you will need your investor code, which can be found on your share certificate
issued by MUFG Corporate Markets (UK) Limited.
Shareholder Information
174 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Shareholder Information continued
Electronic communications
Shareholders are able to register to receive communications from McBride electronically.
McBride encourages shareholders to elect to receive all communications electronically,
toenable more secure and prompt communication which reduces cost and environmental
impact through saving paper, mailing and transportation.
You can register directly by visiting https://uk.investorcentre.mpms.mufg.com and
following the online instructions. Alternatively, you can access the service via the investor
relations section of McBride’s website at www.mcbride.co.uk.
Online shareholder services
McBride provides a number of services online in the investor relations section of its website
at www.mcbride.co.uk, including:
• view and/or download Annual and Interim Reports;
• check current or historical share prices (there is an historical share price
downloadfacility);
• check the amounts and dates of historical payments to shareholders;
• use interactive tools to calculate the value of shareholdings and chart McBride ordinary
share price changes against indices; and
• register to receive email alerts regarding press releases, including regulatory news
announcements, Annual Reports and Company presentations.
Cautionary statement
This Annual Report has been prepared for the shareholders of McBride, as a body, and
no other persons. Its purpose is to assist shareholders of the Company to assess the
strategies adopted by the Group, the potential for those strategies to succeed and for no
other purpose. The Company, its Directors, employees, agents or advisers 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.
This Annual Report contains certain forward-looking statements that are subject to risk
factors associated with, amongst other things, the economic and business circumstances
occurring from time to time in the countries, sectors and markets in which the Group
operates. It is believed that the expectations reflected in these statements are reasonable,
but they may be affected by a wide range of variables which could cause actual results to
differ materially from those currently anticipated.
No assurances can be given that the forward-looking statements in this Annual Report
will be realised. The forward-looking statements reflect the knowledge and information
available at the date of preparation of the Annual Report and the Company undertakes no
obligation to update these forward-looking statements. Nothing in this Annual Report shall
constitute a profit forecast.
Both the Strategic Report and the Directors’ Report have been prepared and presented
in accordance with the laws of England and Wales and the liabilities of the Directors in
connection with those reports shall be subject to the limitations and restrictions provided
by such law. In particular, the Directors would be liable to the Company (but not to any
third party) if the Strategic Report and/or Directors’ Report contain errors as a result of
recklessness or knowing misstatement or dishonest concealment of a material fact but
would not otherwise be liable.
ShareGift
McBride supports ShareGift, the share donation charity (registered charity no. 1052686).
ShareGift was set up so that shareholders who have only a very small number of shares
which might be considered uneconomic to sell are able to dispose of them by donating
them for the benefit of UK charities. Donating shares to charity gives rise neither to a
gain nor a loss for UK capital gains purposes and UK taxpayers may also be able to claim
income tax relief on the value of the donation. Even if the share certificate has been lost
ordestroyed, the gift can be completed.
Further information about donating shares to ShareGift is available either from its website
at www.sharegift.org or by contacting them on +44 (0)20 7930 3737.
Share price history
The following table sets out, for the five financial years to 30 June 2025, the reported
high, low, average and financial year end (30 June or immediately preceding business
day)closing middle market quotations of McBride plc’s ordinary shares on the London
Stock Exchange.
Share price (pence)
High Low Average
Financial
year end
2021 94 58 74 91
2022 89 16 58 16
2023 33 16 24 26
2024 143 25 73 139
2025 156 97 129 150
Shareholder security
The Company is required by law to make its share register publicly available. As a
consequence, shareholders may receive unsolicited mail from organisations that use
it asamailing list. Shareholders wishing to limit the amount of such mail should either
writeto Mailing Preference Service, DMA House, 70 Margaret Street, London W1W 8SS,
register online at www.mpsonline.org.uk or call the Mailing Preference Service (MPS) on
020 7291 3310. MPS is an independent organisation which offers a free service to the public.
Each year in the UK shareholders lose money due to investment fraud. Investment
scamsare becoming ever more sophisticated – designed to look like genuine investments,
they are increasingly difficult to spot. REMEMBER, if it sounds too good to be true,
itprobably is!
If you suspect you have been approached by fraudsters, please tell the Financial Conduct
Authority using the share fraud reporting form at www.fca.org.uk/scams, where you can
find out more about investment scams. You can also call the FCA Consumer Helpline
on 0800 111 6768. If you have lost money to investment fraud, you should report it to
ActionFraud on 0300 123 2040 or online at www.actionfraud.police.uk. Find out more
atwww.fca.org.uk/scamsmart.
175 McBride plc Annual Report and Accounts 2025
Financial Statements Additional InformationGovernance ReportStrategic Report
Registered Office and Advisers
Principal bankers
HSBC Continental Europe
38, avenue Kléber
75116 Paris
National Westminster Bank plc
Large Corporate, Commercial Mid-Market
2nd Floor
1 Spinningfields Square
Manchester M3 3AP
Intesa Sanpaolo S.p.A.
90 Queen Street
London EC4N 1SA
KBC Bank NV, London Branch
111 Old Broad Street
London EC2N 1BR
AIB Group (UK) p.l.c.
13th Floor
70 St Mary Axe
London EC3A 8BE
Banco Bilbao Vizcaya Argentaria, S.A.,
London Branch
Floor 44
1 Canada Square
London E14 5AA
Crédit Industriel et Commercial,
London Branch
Finsbury Circus House
15 Finsbury Circus
London EC2M 7EB
Bayerische Landesbank
Level 37
8 Bishopsgate
London EC2N 4BQ
Company’s registered office
McBride plc
Middleton Way
Middleton
Manchester M24 4DP
www.mcbride.co.uk
Company number: 02798634
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants
and Statutory Auditors
1 Hardman Square
Manchester M3 3EB
Corporate brokers
Investec plc
30 Gresham Street
London EC2V 7QP
Peel Hunt LLP
7th Floor, 100 Liverpool Street
London EC2M 2AT
Financial advisers
N. M. Rothschild & Sons Limited
New Court, St Swithin’s Lane
London EC4N 8AL
Registrars
MUFG Corporate Markets (UK) Limited
Central Square
29 Wellington Street
Leeds LS1 4DL
Financial public relations advisers
Instinctif Partners Limited
65 Gresham Street
London EC2V 7NQ
176 McBride plc Annual Report and Accounts 2025
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McBride plcAnnual Report and Accounts 2025
McBride plcAnnual Report and Accounts 2025