Everyday cleaning products,

expertly made

Annual Report and

Accounts | 2026

McBride plcAnnual Report and Accounts 2026

Our guiding principles

Contents

Strategic Report

Our Highlights 1

McBride at a Glance 2

Chairman’s Statement 3

Our Markets 5

Our Business Model 6

Our Strategy 7

CEO’s Report 12

Our Divisions 14

CFO’s Report 19

Our Key Performance Indicators 22

Our Stakeholders 23

Sustainability 27

Climate-Related Financial Disclosures 39

Non-Financial and Sustainability

Information Statement 50

Our Principal Risks

and Uncertainties 52

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 2024 62

Corporate Governance Statement 65

Nomination Committee Report 70

Audit and Risk Committee Report 75

Remuneration Committee Report 82

Directors’ Report 103

Statement of Directors’

Responsibilities 107

Financial Statements

Independent Auditors’ Report 108

Consolidated Financial Statements 114

Notes to the Consolidated

Financial Statements 119

Company Financial Statements 165

Notes to the Company

Financial Statements 167

Group Five-Year Summary 174

Additional Information

Shareholder Information 175

Registered Office and Advisers 177

Our purpose

Everyday value cleaning products so every

home canbeclean 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.

Visit us online:

www.mcbride.co.uk

Focused

growth

Effective

execution

Proud of

ouridentity

As part of our ongoing commitment to sustainability, we have taken a ‘digital-first’

approach, printing only a small number of copies of this Annual Report and Accounts,

on100% recycledpaper.

Please note, throughout this report McBride plc is

referred to variously as ‘McBride’, the ‘Company’,

or the ‘Group’.

Our values

Always

committed

Giving and taking

accountability

Working

together

Aspire to

bethebest

Our Highlights

Financial Highlights Strategic Highlights

Revenue

£934.2m

(2025: £926.5m)

Total volume growth

(0.3)%

(2025: 4.3%)

Adjusted EBITDA

(1)

£80.0m

(2025: £85.8m)

Private label volume growth

0.4%

(2025: 1.4%)

Adjusted operating profit

(1)

£59.0m

(2025: £66.1m)

Scope 1 and 2 carbon

emissions

(2)

26.0% reduction

(2025: 11.1% reduction)

Operating profit

£50.1m

(2025: £60.2m)

Private label household

market share

36.7%

(2025: 35.5%)

Adjusted profit before tax

(1)

£48.8m

(2025: £54.9m)

Contract manufacturing

percentage of Group revenue

13.0%

(2025: 13.6%)

Profit before tax

£39.9m

(2025: £49.0m)

Transformation

programme

On track

Adjusted return on capital

employed (ROCE)

(1)

27.3%

(2025: 33.0%)

Germany volume growth

3.9%

(2025: 8.6%)

Net debt

(1)

/adjusted

EBITDA

(1)

1.5x

(2025: 1.2x)

Renewable electricity

90.0%

(2025: 80.5%)

Free cash flow

(1)

£56.7m

(2025: £93.9m)

Liquidity

(1)

£167.6m

(2025: £141.4m)

Alternative performance measures

This report includes alternative performance measures (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) Further details on APMs can be found in note 30 to the consolidated financial statements on pages 162

to164.

(2) Further details can be found on pages 27 to 32.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

McBride at a Glance

Middleton

Étain

Bagnatica

Sallent

Peyrardes

(1)

Strzelce

Foetz

Saint-Marcellin

(1)

Holstebro

Estaimpuis

Granollers

(2)

Hammel

Moyaux

Rosporden

eper

Porto Alto

(2)

Ho Chi Minh City

Kuala Lumpur

Istanbul

(1)

Our manufacturing locations

Group sales by division

With trading roots dating

back to1927, 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

andmanufacturing capabilities to a

wide range ofcustomers inEurope

and the Asia-Pacific region.

Europe Turkey

Asia Pacific

Liquids

56.3%

Unit Dosing

24.2%

Powders

9.5%

Aerosols

7.2%

Asia Pacific

2.8%

(1) Eurotab Group site acquired after 30 June 2026.

(2) Vestacy site acquired after 30 June 2026.

(3) Includes employees, third-party contractors, consultants and agency workers.

Key: Liquids Unit Dosing Powders Aerosols Asia Pacific

Watch corporate

video online

77%

of revenue from top five

European economies

3,639

colleagues globally

(3)

>90%

of top European

retailers supplied

>1bn

units sold

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Dear shareholder

I am pleased to present our Annual Report

for the year ended 30 June 2026. This

past year has been defined by the resilient

nature of our business model and our

steady progress against our strategic

objectives, even as we navigated a complex

macroeconomic environment.

In the second half of the year, the escalation

of the conflict in the Middle East introduced

renewed inflationary pressures across our

global supply chains, driving up freight and

input costs. The Board has closely monitored

these developments, supporting the executive

team as they took balanced, decisive and

proactive margin recovery actions to

mitigate these cumulative cost impacts.

While these external headwinds created

short-term timing gaps that temporarily

affected our full-year financial outcomes,

our rapid response has successfully

stabilised our positioning and preserved a

solid, steady foundation for the year ahead.

Strategic and operational progress

Our commitment to driving long-term

sustainable growth remains strong. A

cornerstone of our operational strategy is

the ongoing transformation of the Company

to equip it for the future.

In line with the strategy we outlined four years

ago, this transformation is now in full swing,

most notably through our ongoing rollout

ofthe SAP S/4HANA Enterprise Resource

Planning (ERP) platform. This major

investment is systematically standardising

our business processes, driving operational

efficiencies and establishing a stable,

modern and unified infrastructure across

ourinternational footprint. Digital evolution

is critical to ensuring that McBride remains

agile, resilient and competitive in a

fast-moving market.

Alongside our digital transformation, the

strategic acquisition of Eurotab Group

('Eurotab') accelerates our growth agenda.

It reinforces our market leadership in

tablet-format detergents, delivers needed

capacity for our Unit Dosing division and

enhances Group margins, ensuring McBride

remains the premier partner for European

customers.

Following the end of the reporting period,

we maintained this momentum by

announcing a transformational strategic

partnership with Vestacy. This multi-year

agreement expands our European footprint

across Iberia and significantly scales our

contract manufacturing capabilities.

Governance and Board changes

Strong governance remains fundamental

to McBride’s long-term success, and we

continue to maintain a balanced, stable

andhighly experienced Board.

On 31 March 2026, Elizabeth (Liz) McMeikan

stepped down from the Board, and I

would like to thank her for her significant

contribution and commitment during

her six-year tenure. To ensure seamless

continuity, Alastair Murray has succeeded

Liz as Senior Independent Director, whilst

continuing as Chair of the Audit and Risk

Committee. Regi Aalstad has assumed

the role of Chair of the Remuneration

Committee, alongside her duties as the

designated Non-Executive Director for

employee engagement.

We were delighted to welcome Casper

Meijer to the Board as an independent

Non-Executive Director, effective

10March 2026. Casper brings a wealth

of international retail sector experience

from senior leadership roles atWelkoop,

Fiksuruoka, Morrisons plc andAlbert

Heijn, offering specific expertisein

private label, category management

and sustainable innovation.

Casper joined the Audit and Risk,

Nomination and Remuneration Committees

and his deep industry insights will further

strengthen the Board as we focus on

delivering our key strategic objectives.

Sustainability

Operating responsibly is central to

McBride’s corporate purpose. We recognise

that long-term commercial success must be

balanced with environmental stewardship

and robust governance.

By aligning commercial growth with

environmental responsibility, we are actively

working across our value chain to lower

our operational footprint, drive sustainable

innovation in our product formulations and

ensure our long-term resilience against

climate-related risks. To ensure these

priorities remain fully integrated across

our long-term strategy, our commitments

continue to be overseen by a CEO-chaired

Sustainability Committee reporting directly

to the Board.

Demonstrating the strength of our

management framework, McBride was

awarded a Silver EcoVadis medal this year,

placing us in the top 12% of companies

assessed globally as we build sustainable,

long-term value for all stakeholders.

Our people and partnerships

A strong business is built on a strong

culture. The health, safety and wellbeing

ofour people remains our highest

operational priority.

The Board remains committed to fostering

an inclusive, safe and supportive working

environment across all Group facilities.

I would like to extend my sincere thanks to

all our colleagues across the Group. Their

hard work, adaptability and dedication have

been the driving force behind our solid

performance this year.

This past year has been

defined by the resilient nature

of our business model and

our steady progress against

our strategic objectives, even

as we navigated a complex

macroeconomic environment.

Jeff Nodland

Chairman

Chairman’s Statement

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Looking ahead

As we look ahead, we do so from a position

of strength. During previous periods

of global macroeconomic uncertainty,

we have historically seen resilient and

growing demand for private label cleaning

products. As consumers increasingly seek

a compelling value-for-money proposition,

McBride is perfectly positioned to meet

thisdemand.

With our Transformation programme

advancing, the acquisition of Eurotab

to integrate into McBride, our steady

operational foundation and a highly capable

team in place, I am confident in the Group’s

ability to deliver sustainable value for all our

stakeholders in the year ahead.

On behalf of the Board, I would like to thank

our shareholders, customers and suppliers

for their continued trust and support.

Jeff Nodland

Chairman

Chairman’s Statement continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Markets

Raw materials

Raw material costs remained subject to significant upward pressure

over the financial year, driven by broader commodity volatility and

supply chain disruptions linked to the conflict in the Middle East.

Our approach

We have taken proactive steps to minimise input cost increases

through effective sourcing strategies and disciplined cost

management. Innovative solutions, such as the compaction and

concentration of formulations, have helped us to preserve margins

despite a challenging geopolitical backdrop. In addition, we are

working closely with customers to secure offsetting price increases

to recover ongoing cost impacts.

Sales channels

Given an inflationary environment owing to the conflict in the Middle

East, cost-of-living pressures are affecting many consumers. Following

previous periods of rapid inflation, there has been resilient and growing

demand for private label cleaning products due to their compelling

value-for-money proposition, with private label ranges well

positioned as high-quality alternatives to branded products. Brands,

meanwhile, 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, channel-specific insights, and

category perspectives and advice. Through constant innovation and

product development, we provide solutions that meet customer

and consumer needs across price, range and performance, ensuring

consistently high-quality products across all formats.

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 across our value chain remains

central to our corporate strategy, underpinned by our validated

science-based targets. Led by our dedicated sustainability team,

we have advanced our climate action plan through operational

energy efficiencies and sustainable product innovation focusing on

formulation compaction, reusability and carbon footprint reduction

without compromising performance. To maximise our impact, we

actively partner with customers using emissions data to inform

decision making, support supply chain partners in establishing their

own carbon targets, and embed climate stewardship internally,

through functional Carbon Literacy® training across the Group.

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, sustainability and health-consciousness.

Our approach

Leveraging product development expertise and deep market insight,

our divisions deliver award-winning solutions that combine high

quality with exceptional value. This ensures that consumers can

maintain clean, hygienic homes and meet their everyday personal

care needs, even in challenging economic circumstances. We

continue to innovate with efficiency in mind, developing products

that deliver effective performance while using resources efficiently.

This enables consumers to manage household costs without

compromising on cleaning or personal care performance.

Regulation

The regulatory landscape continues to evolve, driven primarily by

the EU’s Green Industrial Deal. This has introduced new product

requirements while simplifying regulations, including amendment

toClassification, Labelling and Packaging (CLP) Regulation and the

Corporate Sustainability Reporting Directive (CSRD) updates via the

EU Omnibus I. Over the coming year, the regulatory focus will be on

the implementation of the Packaging and Packaging Waste

Regulation (PPWR) and re-starting our CSRD work.

Our approach

Regulatory compliance is at the core of everything we do.

Weactively support EU and UK legislative efforts that advance

consumer safety, environmental protection and sustainability

–especially policies streamlining regulations to foster innovation

andgrowth. By proactively scanning the legislative horizon and

investing in our operations and product portfolio, we consistently

meet or exceed regulatory standards to deliver safe, fully compliant

products to our customers and consumers.

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 makes us a trusted partner for major brand owners seeking

strategic outsourcing. These partnerships unlock significant growth

opportunities, reduce risk by enhancing margin stability and drive

operational efficiencies through improved asset utilisation.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Business Model

What sets

usapart

Four pillars underpin

ourstrategy

How we do it Who we create

value for

Market standing

• Wide market coverage/

knowledge from

pan-European operations

• Reduced risk from

customer diversification

• Scale advantages;

largest volume player

• Blue-chip reputation

Our workforce

51,310

Training hours

delivered

Our customers

>250

Number of

customers

Our suppliers

100%

Direct procurement

team Carbon Literacy®

Our shareholders

£5.2m

Dividends paid

in the year

Our communities

236

Community

volunteering hours

Operational

excellence

• Manufacturing excellence

• Supply chain

co-ordination

andcapabilities

Sustainability

• Innovation: specialisation

andfocus

• Sustainable product

expertise: formulation

andpackaging

Talent

• Experienced management

anddedicated employees

Customer focus

We manufacture high-quality

andshelf-ready finished products,

mainly for retailers and branders.

Distribution efficiency

Consolidating the customer

requirements via:

R&D expertise

Best-in-class expertise

andknow-how in:

Production process

We are end-to-end producers:

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 84.7%

Contract

manufacturing 13.0%

McBride brands 2.3%

Formulation

From:

• Resins

• Base chemicals

• Packaging

Our in-house processes:

• Blow/injection

moulding

• Liquid and

powder mixing

• Bottle filling

• Capsule forming

and filling

• Tablet pressing

• Powder filling

To:

• Shelf-ready

finished products

Prototyping

Sourcing Manufacturing

Packaging

McBride warehouse network

Customer distribution hubs

into

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Strategy

Our strategy remains consistent: to be the

leading value producer of everyday cleaning

products, leveraging scale and unrivalled

product expertise to deliver a segmented

product and customer proposition supported

by acost-aware sustainability agenda.

Through the Compass operating model,

we have established clear divisional

focus, specialism and accountability,

allunderpinned by shared services that

provide Group-wide economies of scale. This

framework directly supports our ambition to

strengthen our position as the leading value

label producer of everyday cleaning products

and the preferred partner for our customers.

We are advancing this ambition through

our strategic priorities. We continue to

win across all laundry categories, while

maintaining category leadership withthe

largest retailers in Europe’s top five

economies. Looking ahead, weaim to

expand our number one status in the UK,

France and Italy to Germany and Spain, while

scaling contract manufacturing to reach

25% of Group revenue, both organically and

through strategic partnership with Vestacy.

Delivering on these targets relies on

deepening our customer centricity – ranging

from joint value creation to service and

quality excellence – alongside maintaining

the sector’s most competitive product

portfolio. Our Transformation initiatives

are driving operational excellence across

core activities, on track to generate

£50 million in benefits by 2028, while

our focused, accountable and expert

divisional teams lead a cost-aware,

innovation-led sustainability agenda.

Clear strategic pillars and targets

• Expand private label market share

• Focus on key growth opportunities:

– Laundry

– Germany

– Spain

• Increase contract manufacturing share

ofrevenue to 25%

• Deliver Transformation programme,

enhancing excellence in core activities

• Explore additional opportunities,

including ‘Core Plus’ and‘Buy and Build’

initiatives

Winning in a growing market

Our Transformation programme

Operating Systems

Excellence

• Deployment of SAP

S/4HANA Enterprise

Resource Planning

platformacross

Europe

• Successful first

deployment in the UK

in the autumn of 2025

Commercial

Excellence

• Sales and

marketing training

anddevelopment

• Commercial

processes, newtools

andinsights

Service

Excellence

• Reliable, high-quality

and timelyservice

• Demand planning,

supply chain planning

and inventory

optimisation

• Logistics network

evolution

HR Digital

Excellence

• Modernisation of core

HRplatform

• Digitisation of payroll

operations

Contract

Manufacturing

Excellence

• Thought leadership

in packaging

andproduct

innovation

• Moving from

‘fast follower’ to

‘innovation leader’

Operational

Excellence

• Production process

re-engineering

• Aligning overheads

tovolumegrowth

McBride in action

Transforming HR

through digitalisation

Over the past five years, McBride has

transformed its HR function through

a major digitalisation programme

designed to simplify processes, improve

the employee experience and enhance

strategic workforce insights.

The programme successfully retired 26

legacy systems by introducing a modern

Human Capital Management (HCM)

platform, establishing a single source of

truth for employee data. Employees and

managers now benefit from enhanced

self-service capabilities, while leaders

have greater access to workforce

reporting and analytics.

The transformation has modernised

payroll and time management processes,

standardising ways of working across

multiple locations and reducing

operational complexity.

While this journey presented challenges,

the team demonstrated agility and

adaptability in refining requirements,

selecting appropriate partners and

ensuring long-term business needs

weremet.

Since 2020, McBride's HR landscape

has been fundamentally transformed.

The programme has established a more

connected, data-driven and efficient

HR operating model, providing a strong

foundation for future innovation and

continuous improvement.

Five years on, the transformation has

delivered greater efficiency, enhanced

employee experiences and stronger

business insight, positioning McBride

forthe future of work.

McBride plc Annual Report and Accounts 2026

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Our Strategy continued

McBride in action

Aerosols: building momentum

and long-term value

The Aerosols business has delivered

a step change in performance, with

volumes increasing by a further 10.8%

and annualised output reaching 100

million cans. This momentum has been

underpinned by targeted business

wins, disciplined customer onboarding

and successful product launches,

demonstrating the strength of our

commercial pipeline and the resilience

ofour operating model.

The market presents strong growth

potential, reinforcing the case for

ongoing investment. To support this

growth and respond to increasing

customer demand, the Group has

realised a major investment in the

division, reinforcing confidence in its

long-term potential and enabling the

business to build the capacity, capability

and resilience required to meet demand.

Recent wins and launches demonstrate

that the platform is increasingly trusted

by customers for both execution

and innovation. A key strength of

the division is its ability to innovate,

develop differentiated solutions and

create barriers to entry, protecting

customer relationships while positioning

Aerosols as a partner of choice in a

competitive market. Underpinning this

commercial agility is an entrepreneurial

yet disciplined approach, operating

seamlessly within our PLC governance

structure.

The successful onboarding of new

business has strengthened asset

utilisation, reinforced confidence in

future demand and created a solid base

for continued investment in people,

capability and operational excellence.

As the site marks close to 100 years

of industrial heritage and 30 years

within McBride, the Aerosols business is

celebrating its legacy while continuing

to build on its strong commercial

momentum.

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

Scale benefits from

shared services

Unified capability

frameworks

Consolidated

procurement synergies

Divisional

strategies and

Group strategy

Building on

initial three-year

phase

Focus and

accountability

Resource

optimisation

McBride plc Annual Report and Accounts 2026

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Our Strategy continued

One McBride

Five divisions

Each division benefits from

dedicated, specialist teams

embedded in their markets,

delivering deep sector

knowledge and expertise.

This operational structure enables our

divisions to target different opportunities,

navigate challenges andexecute

performance improvementstailored

totheir specific market dynamics.

Accordingly, the Group continues to

be managed as a series of portfolio

businesses, with each maintaining its

ownidentity, strategy, operating model

and role within the Group.

These focused and accountable divisional

teams reinforce our market-leading

position while driving greater operational

speed and agility across all of our

activities.

See more online

Our market

• All categories supplied

inliquidform

• Regional business

• Innovation focus driven

bysustainability

• Private label share gain

Our market

• Convenient and

sustainable format

• Pan-European business with

a growing footprint

• High pace of innovation

Compass priorities

1. Simplified portfolio,

increasing competitiveness

2. Lower cost

3. Enhanced customer

proposition

4. Focused growth

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

• Product sustainability

to drive valuegrowth

• Generate value at

competitive price

• Build valuable customer

relationships

• Strategic partnerships

to accelerate contract

manufacturing growth

Compass next phase

• Lead as the specialist supplier

• Be ever closer to customers

andsuppliers

• 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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Our Strategy continued

Our market

• Declining market overall in

Europe

• Private label gaining share

over brands

• Germany and UK still heavy

powderusers

• Surplus industry capacity

Our market

• A growing market

• Strong manufacturers in

keymarkets

• Sustainability a top priority

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. Low cost

2. Asset utilisation

3. Technical capability upgrade

4. Targeted market

opportunities

Compass priorities

1. Expand horizons beyond

France

2. Build on operational

excellence

3. Capitalise on innovation

and ecocredentials

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

• Be the clear low-cost leader

• Improved utilisation for cost

and capacity

• Continued technical capability

upgrade, sustainability-led

• Targeted geography and

channel opportunities

Compass next phase

• Innovation remains key

• Collaborate with customers

togrowmarket reach

• Expand into new territories

• Invest in additional capacity

andcapabilities

Cost leadership Cost and value leadershipProduct leadership

Compass next phase

• Leveraging capacity

• Developing relationships

forcontract manufacturing

• Lead through innovation

andsuperior service

• Extend regional reach

forprivatelabel

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McBride plc Annual Report and Accounts 2026

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Our Strategy continued

Beyond the headline numbers,

what excites me is the

operational discipline our teams

have built midway through this

five-year journey. Outperforming

our original £50 million target is

the direct result of people taking

true ownership of change. It

gives us deep confidence in our

long-term financial delivery.

Mark Strickland

CFO

Our project management

software solution provides the

real-time visibility required to

manage site capacity effectively,

while empowering our teams

with the project and change

management skills needed for

sustainable execution.

David Cockram

Group Transformation Director

McBride in action

Delivering real change through our Transformation programme

Turning strategy into real momentum

Launched in 2023 as a five-year initiative, our Transformation

programme reached a key turning point in 2026. With

foundational workstreams across Commercial Excellence,

ServiceExcellence, Productivity Excellence and HR Digitalisation

now successfully completed, what started as a strategic

vision isnow delivering a tangible, everyday impact across

our business. Originally set to deliver £50 million in benefits

by 2028,the commitment of our teams has pushed us ahead

of pace and we are now tracking to deliver c.£52 million, with

completed workstreams fully embedded into daily operations

through clear KPIs.

Smarter governance and data-driven delivery

This initiative provides greater visibility across McBride’s overall

portfolio by classifying projects into three tiers to match them

with the right level of management expertise. Central to this

is our project management software solution, which enables

consistent execution across task, decision and risk management,

while tracking capacity constraints and location data to avoid

site overload, protecting local teams.

Resource management and changecapability

Looking ahead, our focus is pivoting towards enhanced resource

management and upskilling our teams in project and change

management, ensuring sustainable transformation capabilities

are built across the organisation.

SAP S/4HANA implementation

During the first half of the financial year, the business

successfully implemented SAP S/4HANA across all UK

operations, marking the first important milestone in the ongoing

transformation of the Group’s ERP systems and processes. The

implementation was a major step towards providing a strong

operational platform that supports consistency, transparency

and efficiency across the organisation and enables the further

development of digital processes.

While some supply chain challenges were experienced during

this period, they were identified and addressed quickly. The

response demonstrated the resilience of the organisation and

the strength of relationships with employees, customers and

suppliers, whose continued commitment remains central to

operational delivery.

Planning, including learnings from the UK implementation,

continues for the next wave. Wave 2 is scheduled within the

coming financial year, with a rollout of the global template to

theBelgian operations set for 2027.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Overall business performance

McBride has delivered a year of resilient

performance amid external cost pressures

against a backdrop of macroeconomic

volatility and geopolitical tensions,

particularly in the second half of the

financial year. While the external

environment weighed on financial

performance, the Group retained firm

control operationally and in cost level

management. Commercially, McBride's

position developed well during the year,

underpinned by a positive win rate, new

product introductions in laundry and

dishwash categories, a range of contract

launches and further development of key

customer partnerships.

The Group faced significant headwinds in

the second half of the year, driven by the

geopolitical crisis in the Middle East, which

resulted in sustained cost increases across

petrochemical-derived materials, energy,

packaging and haulage. The Group's price

recovery actions, tied to its disciplined

three-month pricing approach, progressed

rapidly, through early and detailed discussions

with its customers to secure offsetting price

increases. Due to the standard time lag

between rising input costs and price

implementation, the financial impact is

concentrated within the fourth quarter of

2026 and, subject to the direction of the

Middle East crisis, into the early part of the

new financial year. The Group currently

expects margins to normalise from the

second quarter of the 2027 financial year.

The private label market continues to

offerreal value to consumers navigating a

challenging cost-of-living environment. As has

been the case in previous periods of rapid

inflation, demand for private label cleaning

products has remained resilient, reflecting

the compelling value for money that these

products offer households facing affordability

pressures. McBride expects this trend to

continue and for private label penetration

toexpand across most markets in Europe.

Total sales volumes for the year remained

broadly flat year on year despite inflationary

pressures impacting fourth-quarter revenue.

Private label volumes were marginally up

by0.4%, partially offsetting softer demand

in contract manufacturing and McBride

brands. There was a shortfall against

expected second-half volumes, in part

dueto customers delaying or postponing

product launches amid pricing discussions.

These volumes are expected to be realised

in the 2027 financial year. Atthe same time,

strengthening momentum in the contract

manufacturing pipeline presents a clear

medium-term growth trajectory for

theGroup.

Financial performance

Adjusted operating profit

(1)

for the year was

£59.0 million (2025: £66.1m), reflecting the cost

headwinds set out above, partially offset by

the Group's pricing and margin management

actions and continued operational and cost

discipline. Despite the 10.7% lower adjusted

operating profit, adjusted basic EPS

(1)

only

reduced by 2.3% as a result of disciplined

capital and cash management.

Net debt

(1)

at 30 June 2026 was £122.8

million (2025: £105.2m), representing net

debt

(1)

/adjusted EBITDA

(1)

of 1.5x (2025:

1.2x). In November 2025, the Group

exercised the extension option on its

revolving credit facility (RCF), maintaining

its four-year term to November 2029, with

a further option to extend by one additional

year. This continues to provide the Group

with significant liquidity headroom and

reflects the ongoing confidence of its

banking partners in McBride's strategy

andperformance.

The Group's financial position and capital

allocation strategy remain focused on

a balanced approach, continuing to

modernise its operational footprint through

a robust capital investment programme,

while maintaining cash generation and

returns to shareholders.

Health, safety and wellbeing

The Group made strong progress this year,

underpinned by continued improvements

across its core business activities, including

an unwavering commitment to health and

safety. The mental and physical wellbeing

of the workforce remains a primary focus,

supported by the introduction of a daily

'QRP' check booklet to further embed

safety protocols.

Reflecting this strategic imperative,

on2June 2026 the Group temporarily

paused operations at its factory in Poland

to hold a dedicated Safety Day, allowing

teams to focus entirely on health, safety

and wellbeing. This hands-on initiative

demonstrates the Group's practical focus

on embedding site-level safety across its

operational footprint.

The Group recorded a lost time injury

frequency rate (accidents per 100,000

hours worked) in 2026 of 0.34 (2025: 0.48),

an impressive 29.2% improvement, as it

continued its zero loss journey.

Sustainability

McBride built on its sustainability agenda

over the year, ensuring its environmental

strategy delivers tangible progress aligned

with the Group’s commitment to the

Science Based Targets initiative (SBTi).

Through targeted energy efficiency

initiatives, and an increase in renewable

electricity to 90.0%, the Group has reduced

its Scope 1 and 2 emissions by 26.0%, saving

3,867 tonnes of CO

e. At a product level,

it has continued to compact formulations

across its divisions, achieving 29.7%

post-consumer recycled (PCR) weight

across all plastic product packaging.

Underpinned by resilient

private label demand and

landmark milestones like the

Eurotab acquisition, McBride’s

operational discipline leaves us

well positioned to accelerate

long-term value creation.

Chris Smith

Chief Executive Officer

CEO’s Report

(1) Please refer to APM in note 30.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

CEO’s Report continued

Sustainability continued

To ensure climate objectives are deeply

embedded within the Group culture,

McBride has beenrolling out a

comprehensive Carbon Literacy® employee

training programme across the business.

Looking ahead, the Group is actively

targeting Scope 3 carbon hotspots within

its raw material supply chain, ensuring all

operational divisions drive meaningful progress

towards the long-term transition goals.

Transformation and innovation

McBride's Transformation programme

continues to deliver strong structural

progress, keeping the Group firmly on

track to achieve its ambition of £50million

in cumulative net benefits by 2028.

In2026, the Group secured £15.3 million

incumulative net benefits, as multiple core

workstreams successfully concluded and

transitioned into everyday operations.

A major milestone was achieved in

November 2025 with the successful UK

go-live of the Operating Systems Excellence

(SAP S/4HANA) programme, which validated

the majority of the Group's 'Global Template'

design. The team captured valuable early

lessons from this deployment and Wave 2 is

already in the ‘build’ phase, with the target

of bringing two large sites in Europe online

in the third quarter of the new financial year.

Meanwhile, the Service Excellence

programme concluded in September 2025,

securing robust customer service levels of

92.0%

for the year and setting the stage

for

improved planning, in part from reduced

demand volatility. The Commercial Excellence

workstream concluded in December 2025,

contributing £3.8 million in net benefits for

2026, with additional initiatives to drive

further value in development.

In addition, the Productivity Excellence

stream secured £6.5 million in net benefits,

through targeted resource

efficiency and

Overall Equipment Effectiveness

(OEE) gains

slightly in excess of the Group's 2ppts per

annum improvement target.

Innovation remains central to McBride's

strategic direction. Within the Unit Dosing

division, the Group successfully developed

and launched its next-generation 'classic

tab'. By engineering a smaller, highly

concentrated, new product format,

McBride has improved transport efficiency

and reduced packaging levels, thereby

substantially reducing the environmental

impact. The Liquids team launched the

‘quick wash’ laundry liquid towards the

endof the financial year. These are just two

examples of the Group's constant attention

to innovation as a clear market leader,

supporting customer partners in constantly

refreshing their ranges and improving the

private labeloffering for consumers.

Enhancing shareholder returns

Supported by this resilient operational

foundation, the Board increased its capital

allocation to shareholder returns, deploying

£18.0 million towards total shareholder

returns in 2026, up from £2.4million in

2025. This balanced, proactive approach

is designed to optimise value across

three distinct avenues. Firstly, the Group

distributed £5.2 million in dividend

payments, reflecting the final 2025 dividend

of 3.0 pence per ordinary share. Secondly,

it initiated a broader share buyback

programme of up to £20million, deploying

£6.4 million in the year recognising the

Board's view of the compelling value

of McBride's shares. Thirdly, the Group

allocated £6.4 million to the Employee

Benefit Trust (EBT) to fund direct share

purchases, thereby preventing future equity

dilution on incentive awards.

This disciplined allocation of capital reflects

the Board’s ongoing confidence in the Group’s

cash generation and strategic delivery.

Strategic ambition: acquisition

ofEurotab

The Group completed a key strategic

acquisition shortly after the end of the

financial year. Reinforcing the Unit Dosing

division's position as a leading European

producer of tablet-format detergent

products, the acquisition of Eurotab

Group adds a leading specialist in the

design and manufacture of solid-format

cleaning and hygiene solutions. Eurotab

produces a diverse tablet-format product

range, including automatic dishwasher

tablets and two new categories for

McBride, in moisture-absorbing solutions

and disinfecting bleach tablets. Itstwo

specialised manufacturing sites in

France serve private label and contract

manufacturing customers across

Europe, complemented by a further

operation near Istanbul serving Turkey.

The acquisition will deepen relationships

with key retail and branded customers and

opens access to new markets. The enterprise

value on completion was €35.6 million

(£30.7million). It is expected to be accretive

to earnings pershare from completion,

further enhanced by identified synergies

and will support continued progress

towards the Group's strategic aimof

a10%adjusted EBITDA margin.

Strategic ambition: Vestacy contract

manufacturing

Maintaining this strategic momentum,

on28August 2026 McBride announced a

transformational partnership with Vestacy.

Under multi-year agreements, the Group will

manufacture a range of household products

for Vestacy across Europe, with a primary

focus on the laundry market. Aspart of the

transaction, McBride is also acquiring two

dedicated manufacturing facilities in Spain

and Portugal for nominal consideration.

Thestructure is highly capital efficient, with

Vestacy funding new production equipment

across McBride’s European network, alongside

targeted investment from the Group.

Once fully operational, anticipated in

calendar year 2028, the partnership is

expected to deliver significant incremental

revenue of approximately £170 million at

Group-average margins, lifting contract

manufacturing mix beyond the Group’s 25%

target and reinforcing McBride’s scale and

competitive positioning across Europe.

Current trading and outlook

Sales volumes in the first two months of the

new financial year have started in line with

expectations, with some early evidence of

increased demand levels in some markets,

possibly as a result of inflationary pressures

on consumers.

The outlook on cost levels for raw materials,

packaging and fuel is difficult to forecast

given the level of geopolitical tensions that

still persist in the Middle East and Eastern

Europe. The Group has successfully agreed

pricing changes with all of its customers

but, given market volatility, further rises

areincreasingly likely to be required.

Atthisstage, the Group expects margins to

recover during the second quarter, subject

to market developments ofinput costs.

Integration activities for the Eurotab

acquisition have started well, with strong

engagement between the business teams.

Delivery of the first-year core financial

results and early progress on synergy

opportunities are clear priorities. Following

the recent announcement of the strategic

partnership with Vestacy, teams from

both companies are already engaging on

transition activities for the sites in Spain and

Portugal and on capital procurement needs.

Chris Smith

Chief Executive Officer

14 September 2026

McBride plc Annual Report and Accounts 2026

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Our Divisions

See more online

Performance in the year

(1) Please refer to APM in note 30.

Units sold

795.3m

(2025: 803.6m)

Adjusted

ROCE

(1)

27.0%

(2025: 40.5%)

Revenue

£526.0m

(2025: £529.6m)

Performance review

Liquids revenue decreased by 0.7% to

£526.0 million (2025: £529.6m). Adjusted

operating profit was £31.4 million (2025:

£41.0m), resulting in an adjusted operating

profit margin of 6.0% (2025: 7.7%). Adjusted

ROCE decreased to 27.0% (2025: 40.5%).

Sales volumes softened compared with

2025, with private label and contract

manufacturing sales broadly flat and own

brand sales lower. This was mostly a result

of a highly competitive market in Italy and

a temporary reduction in demand from a

major contract manufacturing customer.

Itwas also impacted by short-term service

challenges in the UK and Italy; in the UK's

case, this was partly attributable to the

in-year implementation of SAP S/4HANA.

Between late 2025 and early 2026, the

division secured significant additional

private label business, which was expected

to launch in the second half of the financial

year. However, several of these launches

were subsequently delayed into the next

financial year and, as a result, the volume

uplift anticipated for the fourth quarter

did not materialise. The outlook for future

years remains strong, supported by the

commencement of the newly secured

private label business and a recently signed

major contract manufacturing agreement

expected to launch in summer 2027.

The lower adjusted operating profit was

primarily driven by the Middle East conflict

in the fourth quarter. It was also impacted

by the lower sales volumes and the non-repeat

of certain one-off gains realised in 2025.

Despite these challenges, all regions within

the division contributed positively to

profitability by the end of the year.

The past year was notable for a strong

set of new innovation launches within

the division, including the successful

delivery of the ‘quick wash’ product

line and the new upside-down trigger

concept. The innovation pipeline remains

robust and is well positioned to drive

business development in the coming

years, alongside capital investment in

new laundry production capacity and

increased brand marketing in the UK.

The Liquids division has boosted its focus

on continuous improvement activities,

especially in operations. It achieved a 50%

year-on-year reduction in workplace

accidents, moving closer to its ultimate goal

of zero lost time incidents. The division’s

capital investment allocation strategy

remains focused on meeting strategic

growth targets, frequently linked to the

delivery of new sustainable products,

alongside productivity gains and the

upgrading of facilities and equipment.

During the year, delays in executing

specific capital expenditure initiatives

deferred planned cost reductions. The

division has since strengthened its core

engineering team to ensure the timely

delivery of investment plans and the design

of optimised solutions to support growth,

sustainable products and productivity. The

capital projects completed during the year,

as well as those currently underway, are

expected to benefit future results.

Following the end of the financial year, the

Group announced a transformational strategic

partnership with Vestacy, with most of the

volumes supporting the future growth of

the Liquids division. This agreement,

focused primarily on the laundry market,

will expand the division's production

volumes and strengthen its European

network. The transaction adds two

dedicated manufacturing facilities inSpain

and Portugal, alongside partner-funded

investments in new production equipment

to drive capacity utilisation and long-term

scale across a number of Liquids sites.

Short-term disruption has

not slowed the division’s

long-term momentum; new

contracts secured, including

the recently announced

Vestacy agreement, provide

astrong growth outlook.

Peter Ingelse

Managing Director

Liquids

Adjusted

operatingprofit

(1)

£31.4m

(2025: £41.0m)

McBride plc Annual Report and Accounts 2026

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(1) Please refer to APM in note 30.

Performance review

Unit Dosing revenue decreased by 1.1% to

£226.3 million (2025: £228.9m). However,

adjusted operating profit increased by

£1.3million to £23.8 million (2025: £22.5m),

resulting in an adjusted operating profit

margin of 10.5% (2025: 9.8%). Adjusted

ROCE increased to 38.0% (2025:35.4%).

Improved profitability was supported by

targeted investments in the division's

operational structure and production

efficiencies, combined with disciplined

costmanagement and a continued focus

onoptimising the operational cost base.

Total volumes in doses declined by 2.1%

when compared to the previous year,

however the division's private label volumes

grew by 0.7%. This was broadly in line

with the total private label market, which

saw growth of 0.5% in volume terms, or

3.2% in terms of value. However, changing

consumer preferences towards larger

pack sizes resulted in a 0.8% decline in

total private label packs sold. Contract

manufacturing volumes declined compared

to the prior year, reflecting a weak first-half

performance as a result of the carry-over

impact of a significant contract loss in the

prior year.

Exit rates in the fourth quarter were

positive. As a result, the division enters the

new financial year with positive momentum.

The division saw improved operational

performance across the three sites, with

encouraging trends in productivity and

efficiency as a result of the delivery of a

number of important capital projects. The

division launched its new ‘fusion’ range early

in the financial year, achieving promising

commercial take-up that accelerated

throughout the period. Thisremains a

strategic area of investment, with new

capsule production lines scheduled

to become operational in early 2027,

strengthening the division's capacity to

support future demand.

The conflict in the Middle East caused some

supply chain disruption and elevated raw

material input costs from early April. The

division responded promptly by entering

into discussions with its strategic partners

to adjust pricing. As expected, the business

saw a timing lag occur between the onset

of these cost increases and their recovery,

however margins are projected to recover

during the first half of the new financial year.

Following the end of the financial year,

theGroup completed the strategic

acquisition of Eurotab, a specialist

in solid-format cleaning and hygiene

solutions, including dishwasher tablets,

moisture-absorbing products and

disinfecting bleach tablets, of which the

latter two categories are new to McBride’s

product range offering. This transaction

materially strengthens the Unit Dosing

division's position as a leading European

producer of tablet-format detergent

products. Additionally, it opens access to

new markets across Europe and Turkey.

Delivering robust margin

expansion through operational

efficiency and cost discipline,

while investing into premium

product innovation.

Leonard Markestein

Managing Director

Unit Dosing

Our Divisions continued

Performance in the year

Adjusted

operatingprofit

(1)

£23.8m

(2025: £22.5m)

Total doses sold

4.8bn

(2025: 5.0bn)

Revenue

£226.3m

(2025: £228.9m)

Adjusted

ROCE

(1)

38.0%

(2025: 35.4%)

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Performance review

Powders revenue increased by 3.7% to

£88.7 million (2025: £85.5m). Adjusted

operating profit decreased by £1.1 million

to£5.7 million (2025: £6.8m), resulting

in an adjusted operating profit margin

of 6.4%(2025: 8.0%). Adjusted ROCE

decreased to 28.6% (2025: 30.0%).

Overall sales volume in tonnes grew by 2.0%

compared to last year, with the majority

of the growth achieved in the second half,

despite a challenging broader market.

The European laundry powders category

remains in long-term structural decline, with

traditional powder formats facing sustained

volume pressure across all major markets.

Within this challenging market context,

private label offerings have increasingly

become the primary mechanism for growth

and consumer relevance. Private label

volumes were up 5.3% year on year, as these

products continue to capture market share

through competitive retail pricing, premium

product quality and rising consumer trust.

Contract manufacturing activities remained

stable year on year, representing 42.6% of

divisional revenue.

In addition to the broader long-term

context, the division's improved revenue

was also achieved while actively managing

several short-term operational challenges,

including temporary supply chain

disruptions during retail price negotiations

and delayed product rollouts at major

retailers. The division's resilience stems

from having thecustomer, operational and

regulatory foundations required to support

long-termgrowth.

Manufacturing excellence remained a

central priority, with a continued focus

on safety, efficiency improvements and

the modernisation of the production

site in Holstebro. Strategic activity at

Holstebro included structural changes

tostreamline overhead management and

targeted initiatives to minimise the site's

environmental footprint. Cost-saving

initiatives supported the division’s overall

performance agenda, helping to offset

inflationary and operational pressures,

while reinforcing a disciplined approach

toefficiency and margin protection.

Sustainability metrics remain embedded

across all operational and commercial

workflows, with a continuous focus

on carbon footprint reduction and

energy-efficient manufacturing processes.

The division also maintains strict

alignment with the evolving environmental

expectations of retail and contract

manufacturing customers. In addition, it

progressed several key product launches

and regulatory compliance activities,

supporting business continuity and the

pipeline of future customer propositions.

(1) Please refer to APM in note 30.

Outperforming a structurally

declining European market to

deliver volume and revenue

growth through disciplined

execution.

Marielle Claudon

Managing Director

Powders

Our Divisions continued

Performance in the year

Tonnes produced

71,225

(2025: 64,628)

Adjusted

ROCE

(1)

28.6%

(2025: 30.0%)

Adjusted

operatingprofit

(1)

£5.7m

(2025: £6.8m)

Revenue

£88.7m

(2025: £85.5m)

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Performance review

Aerosols revenue increased by 14.3% to

£67.3 million (2025: £58.9m). Adjusted

operating profit was £3.6 million (2025:

£3.1m), resulting in an adjusted operating

profit margin of 5.3% (2025: 5.3%). Adjusted

ROCE decreased to 21.4% (2025: 23.1%).

Significant new contract wins, centred

predominantly within the German market,

drove the division’s strong revenue

performance and aligned directly with the

division's long-term geographic expansion

strategy. The product leadership strategy,

which leverages its specialised capabilities

in manufacturing niche product formats,

extends across both private label and

branded customers. In the year, the majority

of the volume gains were achieved within

the private label segment, up 13.0% year on

year, alongside a 10.4% increase in contract

manufacturing. The expansion into Germany

resulted in a minor margin erosion due to

local market pricing dynamics, however the

additional volumes contributed positively to

overall profitability.

Private label remains the structural core of

the Aerosols division, accounting for 82.4%

of divisional revenue and generating the

majority of its annual growth. More broadly,

private label continues to expand its market

share across the wider European aerosol

category.

Contract manufacturing nevertheless

remains a stable and reliable component of

the overall portfolio.

In the fourth quarter, the Middle East conflict

significantly impacted raw material pricing,

affecting profit margins. Ongoing price

recovery agreements with customers are

projected to minimise this impact going into

the early part of the new financial year. Moving

forward, broader inflationary cost pressures

are expected to be recovered through a

combination of revised commercial pricing

and internal operational efficiencies.

The division continues to pioneer sustainable

packaging and formulation solutions across

its product portfolio, with packaging

initiatives launched in 2024 being

successfully rolled out to a significantly

wider customer base during the period, and

sustainable tin-plate cans and lightweight

cardboard caps introduced commercially for

the first time. An operational focus on

cleaner chemical formulations, specifically

excluding PFAS, PEG and PEG derivatives,

and a focus on improving the division's

overall carbon footprint through a targeted

reduction in virgin plastic usage, cements

the division's market-leading credentials.

During the year, the division fully completed

a major capital expenditure investment to

expand both filling and mixing capacity

within the personal care segment. This

enables the production of over 100 million

cans per annum, confirming the operational

success of the strategic expansion and

supporting sustained growth across both

the household and personal care categories.

(1) Please refer to APM in note 30.

Accelerating regional

expansion and personal care

capacity to drive significant

revenue growth and long-term

contract wins.

Marc Marot

Business Unit Director

Aerosols

Our Divisions continued

Performance in the year

Units produced

93.2m

(2025: 85.6m)

Adjusted

ROCE

(1)

21.4%

(2025: 23.1%)

Adjusted

operatingprofit

(1)

£3.6m

(2025: £3.1m)

Revenue

£67.3m

(2025: £58.9m)

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Performance review

Asia Pacific revenue grew by 9.7% to

£25.9million (2025: £23.6m), generating

an adjusted operating profit of £1.3 million

(2025: £1.1m), which represents an operating

profit growth of 18.2% versus the prior year.

Adjusted operating profit margin was 5.0%

(2025: 4.7%) and adjusted ROCE increased

to 15.3% (2025: 15.1%).

Overall sales volumes declined by 4.0%,

primarily driven by lower demand for

contract manufacturing in Vietnam and

arebalancing of customer inventory levels

in Australia. Despite this overall volume

performance, the division continued to

expand its commercial presence in the

Malaysian private label market. It also made

further positive progress in the private label

segment in Australia, from its personal care

product offering, and with breakthrough

new private label contract wins in the

household category, which are set to launch

in the first quarter of the 2027 financial year.

In addition, the division managed its cost

base efficiently to protect profitability,

despite the supply chain and logistical

challenges faced due to geopolitical

tensions in the fourth quarter.

Cost recovery efforts are currently

underway across the region to mitigate

rising material prices caused by the

Middle East conflict. However, commercial

pricing remains highly sensitive across

the Asia-Pacific region. The division is

accelerating the deployment of automation

capabilities across both its Malaysia and

Vietnam production sites to drive long-term

productivity and labour efficiency.

The Asia Pacific division has made

substantial progress in enhancing internal

quality systems with new international

accreditations. TheVietnam manufacturing

site successfully achieved ISO 9001

certification during the financial year, and

formal BRC accreditation for the Malaysian

facility is set to be granted in October 2026.

(1) Please refer to APM in note 30.

Delivering strong profitability

and strategic growth

through regional innovation,

automation and targeted

customer wins.

Teong Dee Ong

Business Unit Director

Asia Pacific

Our Divisions continued

Performance in the year

Litres produced

25.3m

(2025: 25.1m)

Adjusted

ROCE

(1)

15.3%

(2025: 15.1%)

Adjusted

operatingprofit

(1)

£1.3m

(2025: £1.1m)

Revenue

£25.9m

(2025: £23.6m)

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McBride plc Annual Report and Accounts 2026

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Group results

Revenue increased £7.7 million in 2026 to

£934.2 million (2025: £926.5m), however

adjusted operating profit

(1)

decreased by

£7.1million to £59.0 million (2025: £66.1m)

and operating profit of £50.1 million was

also lower than the prior year (2025:

£60.2m). The Group reported adjusted

EBITDA

(1)

of £80.0 million (2025: £85.8m),

resulting in an adjusted EBITDA margin

(1)

of 8.6% (2025: 9.3%).

The decrease in adjusted operating profit,

despite increased revenue, was driven

primarily by the impact of the Middle

East conflict on freight, raw material and

packaging input costs in the fourth quarter

of the year. Without this impact, the

Group estimates that underlying adjusted

operating profit would have been c.£65

million. The Group has taken balanced,

decisive and proactive price recovery

actions to mitigate these cumulative cost

impacts, however short-term margin timing

lags havetemporarily affected the full-year

financial outcomes. In the event of a

prolonged conflict, the Group will continue

to implement appropriate operational

and commercial responses to protect its

business and support the delivery of its

long-term strategy.

Adjusted profit before taxation

(1)

decreased

£6.1 million to £48.8 million (2025: £54.9m).

Reported profit before taxation was

£39.9million (2025: £49.0m).

Exceptional items

Total exceptional items of £7.6 million were

recorded during the year (2025: £4.0m).

The charge comprised the following:

• £1.6 million costs associated with the

strategic partnership with Vestacy;

• £2.1 million costs relating to due diligence

and acquisition costs associated with the

acquisition of Eurotab;

• £2.2 million costs relating to

the disruption, integration and

assurance costs of the SAP S/4HANA

implementation;

• £1.0 million (2025: £0.4m) costs relating

to the re-evaluation of the long-term

environmental remediation provision at

Estaimpuis;

• £0.7 million (2025: £2.1m) costs relating

to a Group-wide strategic review of

growth options; and

• £nil (2025: £1.5m) employee severance

costs in relation to organisational

changes aimed at enhancing long-term

operational efficiency and capability in

line with the Group’s strategy.

Finance costs

At £10.2 million, total finance costs were

£1.0 million lower than in the prior year

(2025: £11.2m), as a result both of the

Group's lower average debt levels in 2026

versus 2025, and a stabilising of global

interest rates.

Taxation

The tax charge on adjusted profit before tax

for the year was £12.1 million (2025: £17.3m)

and the effective tax rate was 25% (2025:

32%).

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.

Earnings per share

On an adjusted basis, diluted earnings

per share

(1)

was 20.6 pence (2025: 21.1p).

Total adjusted basic earnings per share

(1)

decreased to 21.6 pence (2025: 22.1p),

with basic earnings per share at 17.7 pence

(2025: 19.5p).

Shareholder returns

The Board confirmed its intention to

reinstate annual dividends in February2025.

A final dividend for the year ended

30June2025 of 3.0 pence per ordinary

share, costing approximately £5.2million,

in aggregate, was approved atthe Annual

General Meeting (AGM) and paid inthe

period to 31December 2025.

The Board is recommending a final dividend

of 3.1 pence per ordinary share for the year

ended 30 June 2026, subject to approval

by shareholders at the Company’s 2026

AGM. If approved, the recommended final

dividend will be paid as a cash dividend

on 27November 2026 to all holders of

ordinary shares who are on the register of

members on 30 October 2026. The ordinary

shares will be marked as ex-dividend on

29October 2026.

On 1 December 2025, the Company

commenced a share buyback programme

of up to £20 million in McBride plc

ordinary shares. The maximum number of

ordinary shares that may be repurchased

by the Company under the programme is

17,401,528. Ordinary shares repurchased

under the share buyback programme will

becancelled.

During the period to 30 June 2026, the

Company repurchased 4,479,384 ordinary

shares, representing 2.5% of the issued

ordinary share capital as at 30 June 2026.

The shares were acquired at an average

price of 142.6 pence per share, with prices

ranging from 119.6 pence per share to

160pence per share. The total cost of

£6.4million, excluding transaction costs,

was deducted from equity. At 30 June 2026,

all repurchased shares had been cancelled,

with the exception of 228,894 shares which

were cancelled across 1 and 2 July2026.

Since the period end, the Company

has repurchased and cancelled further

ordinary shares under the share buyback

programme.

Balancing short and long-term

ambitions through disciplined

capital allocation to drive

shareholder value.

Mark Strickland

Chief Financial Officer

CFO’s Report

(1) Please refer to APM in note 30.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Shareholder returns continued

During the period to 30 June 2026, the EBT purchased 5,282,881 ordinary shares.

The Company provided £6.4 million of funding to the EBT for these purchases,

which will reduce equity dilution in the Company on future vesting of incentive

awards. Additionally, the EBT increased its holding through a subscription of

new shares at par value (4,502,575 ordinary shares), totalling £0.4 million.

Cash flow and balance sheet

2026

£m

2025

£m

Adjusted EBITDA

(1)

80.0 85.8

Working capital excluding provisions and pensions (19.7) 13.7

Share-based payments 1.6 1.6

Loss on disposal of property, plant and equipment 0.4 0.4

Impairment/(reversal of impairment) of fixed assets 0.1 (0.6)

Pension deficit reduction contributions (5.7) (7.0)

Free cash flow

(1)

56.7 93.9

Exceptional items (7.6) (3.2)

Interest on borrowings and lease liabilities less interest receivable (7.3) (7.9)

Refinancing costs paid (0.6) (1.8)

Tax paid (7.8) (17.9)

Net cash generated from operating activities 33.4 63.1

Net capital expenditure

(2)

(31.2) (30.4)

Repayment of lease liabilities (4.5) (4.2)

Debt financing activities 50.7 (2.2)

Settlement of derivatives 0.3 0.4

Free cash flow to equity

(3)

48.7 26.7

Redemption of B Shares (0.1) —

Dividends paid (5.2) —

Buyback of own shares (6.4) —

Purchase of own shares through the EBT (6.4) (2.4)

Net increase in cash and cash equivalents 30.6 24.3

Free cash flow

(1)

was £56.7 million (2025: £93.9m) in the year to 30 June 2026, mostly

attributable to the strong performance in adjusted EBITDA

(1)

Working capital outflows of £19.7 million (2025: inflows of £13.7m) reflect year-on-year

movements in working capital, in particular the exact timing of creditor payment runs,

withthe net impact over 2025 and 2026 amounting to an outflow of£6.0 million.

CFO’s Report continued

(1) Please refer to APM 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.

Refinancing costs of £0.6 million (2025:

£1.8m) relate to the exercise of the Group’s

RCF one-year extension option and the

execution of the accordion feature in June

ahead of the acquisition of Eurotab in July.

The prior period costs relate to the

renegotiation of the Group’s RCF.

The significant decrease in tax paid

to £7.8million (2025: £17.9m) reflects

the Group’s taxable profits across the

jurisdictions in which it operates; in prior

periods, following loss-making years,

payments on account were limited,

resultingin higher balancing payments

when profitability returned. Tax payments

have now normalised.

During the year, net capital expenditure

(2)

was £31.2 million (2025: £30.4m) in cash

terms. The Group continues to prioritise

capital expenditure to support divisional

growth objectives and the SAP S/4HANA

programme. Wave 2 rollout of the SAP

S/4HANA programme global template

is scheduled for the Group's Belgian

operations in 2027.

Debt financing activities of £50.7 million

in the year relates primarily to the Group

utilising €40 million of the RCF's accordion

feature prior to 30 June 2026 in anticipation

of having the funds available to complete

the acquisition of Eurotab in July.

The Group’s net assets increased to

£111.1million (2025: £94.3m). Gearing

(4)

increased to 56.7% (2025: 53.3%) as net

debt levels increased by £17.6 million.

Adjusted ROCE

(1)

of 27.3% (2025: 33.0%)

was impacted by sustained high levels of

capital expenditure, coupled with reduced

profits relating to the conflict in the

MiddleEast.

Bank facilities and net debt

(1)

Net debt at 30 June 2026 was £122.8 million

(2025: £105.2m).

During the year, the Group exercised

a €40 million part-utilisation of the

accordion feature within its multi-currency,

sustainability-linked RCF, increasing the

facility to €240 million. The Group also

exercised the first one-year extension

option, maintaining a four-year term to

November 2029, with an additional option

to extend by a further one year. This facility

ensures the Group continues to have

significant levels of liquidity headroom.

Additionally, the Group has access to a

further €35 million remaining within the

accordion feature.

At 30 June 2026, liquidity

(1)

, which is no

longer a covenant requirement of the RCF

agreement, was increased to £167.6 million

(2025: £141.4m), mainly due to the increase

in the RCF commitment.

At 30 June 2026, the net debt cover ratio

(1)

under the RCF funding arrangements

was 0.6x (2025: 0.4x) and the interest

cover ratio

(1)

was 8.8x (2025: 8.5x), both

comfortably compliant with the agreement

requirements of less than 3.0x and more

than 4.0x respectively. The amount undrawn

on the facility was £100.6 million (2025:

£107.2m).

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Bank facilities and net debt

(1)

continued

The RCF, which is aligned with the Loan

Market Association’s ‘Sustainability

Linked Loan Principles’, incorporates two

sustainability performance targets, which

are central to McBride’s commitment to

maintaining a responsible business and

contributing actively to a more sustainable

future:

1. Greenhouse gas (GHG) emissions: the

percentage reduction in Scope 1 and

Scope 2 GHG 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 57.7% (2025: 42.9%),

surpassing the loan agreement target

of44.3% by 30 June 2026.

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 26.3% (2025:

20.8%) was achieved, exceeding the loan

agreement target of 25.0%.

Successful achievement of both annual

targets results in a reduction of 0.05%

ofthe margin of the facility.

At 30 June 2026, 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.

In Spain, France and Belgium, the Group

had an unlimited facility. In Germany and

Denmark, the Group had a €45 million

facility, committed until December 2029.

InItaly, the Group had a €23 million facility,

committed until April 2028. The Group

is negotiating new facilities for France

and Spain to renew the commitment until

November 2029 and is also negotiating the

commitment for Belgium with the current

provider. 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. Trade receivables

amounting to £73.6 million (2025: £67.8m)

are secured under the invoice discounting

facilities as at 30 June 2026.

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 2026, the Group recognised

a deficit in the scheme of £18.1 million

(2025: £23.0m). The decrease in deficit is

due to deficit reduction contributions paid

by the Group and an increase in discount

rate placing a lower value on the liabilities.

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 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 as at

31 March 2024, McBride and the Trustee

agreed a new deficit reduction plan

based on the scheme funding deficit of

£32.3million. A total amount of £5.7 million

was paid in the year ended 30 June 2026,

relating wholly to annual deficit reduction

contributions.

It was agreed that, from 1July2026,

£5.7million per annum is payable until

30June 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

over the following year.

• If adjusted operating profit is below

£30.0 million then no profit-related

contributions will be due the

followingyear.

• If adjusted operating profit is between

£30.0 million and £35.0 million, a

proportion of the £1.7 million 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 £30.0 million.

As previously disclosed in the Annual

Report and Accounts 2025, the NTL vs

Virgin Media case could have implications

for the Group. 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.

The Pension Schemes Act 2026 (the ‘Act’),

passed into law on 29 April 2026, has

subsequently introduced legislation that

provides pension schemes that are missing

necessary S37 certificates a mechanism

to obtain retrospective certification. To do

so, the scheme actuary would be required

to provide written confirmation that it is

reasonable to conclude that amendments

to a pension scheme’s rules within the

relevant period would not have prevented

the scheme from continuing to satisfy

the reference scheme test. The Act does

not set a deadline for schemes to have

used the mechanism by. Following the

mechanism introduced by the Act to obtain

retrospective confirmations, 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 £1.8 million (2025: £1.9m).

Mark Strickland

Chief Financial Officer

CFO’s Report continued

(1) Please refer to APM in note 30.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Key Performance Indicators

Link to strategy: Market standing Operational excellence Sustainability Talent (1) Please refer to APM in note 30.

Revenue

(£m)

2026

934.2

2025

926.5

2024

934.8

2023

889.0

2022

678.3

Why we measure: A key performance indicator

of the relevance of our portfolio to our

customers and consumers.

How we have performed: Despite a slight

volume reduction of 0.3%, revenue increased

by 0.8%, due to a favourable impact from

pricing, mix and FX.

Adjusted ROCE

(1)

 

(%)

2026

27.3

2025

33.0

2024

33.5

2023

6.4

2022

(11.4)

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 strong, with the slight decline from

2025 reflecting the impact of the Middle East

conflict on Group profit in the fourth quarter

of 2026.

Adjusted EBITDA

(1)

margin

 

(%)

2026

8.6

2025

9.3

2024

9.3

2023

3.8

2022

(0.5)

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: Short-term margin

timing lags relating to the Middle East conflict

havetemporarily affected our adjusted

EBITDA

(1)

margin. The Group has, however,

taken decisive and proactive price recovery

actions which will mitigate these cumulative

cost impacts over the coming year.

Lost time incident  

frequency rate (#)

2026

0.34

2025

0.48

2024

0.75

2023

0.88

2022

0.48

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

incident frequency rate decreased for the

third consecutive year in 2026, in line with our

health and safety governance framework and

the Group's site-specific zero loss journey map

improvement plans.

Adjusted operating profit

(1)

 

(£m)

2026

59.0

2025

66.1

2024

67.1

2023

13.5

2022

(24.5)

Why we measure: Adjusted operating profit

(1)

is the main indicator of underlying operational

performance.

How we have performed: Despite an increase

in revenue, the Group adjusted operating

profit

(1)

declined slightly year on year, driven

by the impact of the Middle East conflict on

freight, raw material and packaging input costs

in the fourth quarter of the year.

Transformation benefits  

(£m)

2026

15.3

2025

5.0

2024

(1.6)

Why we measure: Net profit benefit achieved

from the Transformation programme will play a

key role in delivering the long-term, sustainable

profit growth of the Group.

How we have performed: Multiple core

workstreams have successfully concluded and

transitioned into everyday operations. Benefits

are being realised as we track to slightly

outperform our ambition of £50 million in

cumulative net benefits by 2028.

Free cash flow

(1)

 

(£m)

2026

56.7

2025

93.9

2024

81.7

2023

38.0

2022

(22.7)

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, driven by continued strong

adjusted EBITDA

(1)

. The year-on-year decrease

was mainly driven by movements in working

capital timing in 2025 and 2026.

Customer service level (CSL) 

(%)

2026

92.0

2025

94.2

2024

89.9

2023

87.4

2022

85.4

Why we measure: Consistently delivering

a high CSL underpins our customer-focus

approach.

How we have performed: CSL remained strong,

driven by our Service Excellence programme,

which completed in September 2025. Detailed

supply chain planning, resilient and agile

production operations, and strong partnerships

with warehousing and transport logistics

providers, ensure that we continue to deliver

best-in-class service for our customers.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Section 172(1) statement

Our Stakeholders

How we engage and foster strong relationships with some

of our keystakeholders

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 its

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 of the 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 workforce

Why

significant

We remain dedicated to fostering a supportive and dynamic work environment

that empowers our 3,639 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’, ‘aspire

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.

2026

highlights

• Continued to engage with colleagues through our Employee Voice survey.

• Launched our inclusion, belonging and fairness (IBF) strategy in line with our

commitment to creating a workplace where everyone feels welcomed, valued,

and able to bring their authentic self to work.

• Held dedicated 'Inclusive Leadership' sessions for managers to build

confidence, awareness and practical capability in supporting colleagues

consistently and fairly in line with the IBF strategy.

• Supported local charities aligned with our purpose through McBride Gives,

ourGroup-wide volunteering initiative.

• Continued to provide career development options, empowering our colleagues

to fulfil their potential and professional ambitions.

• Delivered regular communications and town halls fostering transparency,

engagement and a sense of belonging.

• Maintained Board-level engagement with our European Works Council (EWC)

throughout the year to ensure that the Board is well informed about workforce

perspectives, concerns and ideas.

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.

(1) Includes employees, third-party contractors, consultants and agency workers as at 30 June 2026.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Driven by our commitment to sustainable

innovation, McBride successfully

launched a new range of Auto-Dishwash

Classic tablets.

Backed by significant investment in

new production assets, this ambitious

milestone was brought to life through

seamless cross-functional collaboration

across our entire supply chain.

At the core of this upgrade is an

optimised, concentrated formulation

that reduces tablet weight by 20%

while maintaining our proven,

high-performance cleaning power.

Bypairing this compact performance

with a modern water-soluble foil

wrapper, we have elevated the consumer

experience with effortless, mess-free

convenience. This formulation shift

has enabled a substantial reduction in

primary packaging, utilising up to 20%

less material through a significantly more

compact cardboard box.

For our retail partners, shifting to an

elegant vertical skillet design optimises

shelf space productivity with a footprint

up to 25% narrower. Supply chain

logistics have been further streamlined,

allowing up to 45% more tablets to be

loaded onto a standard pallet. From raw

material sourcing and manufacturing to

final logistics, this holistic re-engineering

significantly reduces the product's

carbon footprint.

Our retail partners migrated smoothly

alongside us, expressing strong

appreciation for our project execution

and shared vision. Ultimately, this project

demonstrates how McBride delivers

greater efficiency, reduced material

usage and meaningful CO₂e reductions,

providing a true win for consumers,

retailers and the environment.

Section 172(1) statement continued

Our Stakeholders continued

Our customers

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 and category expertise 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 relevant products that

deliver value for end consumers. Reacting quickly and effectively to changing

requirements is increasingly a core competence in our customer proposition.

2026

highlights

The private label market continued to grow in the year under review. In addition

to this, there was an increased focus from branded players towards optimising

their manufacturing footprint to adopt a more asset-light model, which provided

McBride with opportunities as manufacturing was outsourced. Despite the growth

prospects, competition amongst McBride and its competitors remained intense.

Continued consolidation was seen across both the retail and supply sides of the

business, as well as amongst competitors. Despite the strong competition, for

the fourth successive year, McBride gained more new business contracts than it

lost, and we expect the benefit of this to materialise in the coming years, both in

private label and contract manufacturing.

The Middle East conflict and its knock-on effects impacted supply chains in 2026,

and McBride was not immune from the impact. During the fourth quarter of the

financial year, we successfully navigated significant uncertainty and volatility in

raw material costs, with only limited impact to CSL. We provided clear visibility

to our retail partners of the issues and their implications, whilst offering practical

options to absorb and mitigate scarcity of supply. Our ability to anticipate raw

material cost developments and raise them early with our customers positioned

us as a category leader and demonstrated the strength of our procurement

insight, market responsiveness and customer partnership capabilities.

Outcomes and

impact of key

decisions

Our ability to react quickly and effectively to evolving supply chain challenges

and customer needs, to work together with our customers and to further improve

our offering and service to our customers, has enabled us to ensure continuity of

supply and better serve them.

McBride in action

Re-engineering Auto-Dishwash Classic

forsustainability

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Section 172(1) statement continued

Our Stakeholders continued

Our shareholders

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 of

our 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 AGM, either in person or virtually, to answer

questions.

2026

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.

• As part of its capital allocation policy, the Company reinstated the dividend

for ordinary shareholders, commenced a share buyback programme and

supported the purchase of shares via the Company’s Employee Benefit Trust

to reduce future equity dilution from vesting share awards.

• 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 be given due consideration by 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 all of McBride’s stakeholders.

Our suppliers

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 and financial position.

How we

engage

Our 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.

2026

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. With an eruption of tensions in the Middle East,

the continuing Russia/Ukraine conflict and US-driven tariffs, inflationary pressures

increased again through the final quarter of the financial year. Key commodities

for the Group remained highly 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.

McBride plc Annual Report and Accounts 2026

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Section 172(1) statement continued

Our Stakeholders continued

Our communities

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page 36.

2026

highlights

Each of our McBride sites continues to support their local community through

specific efforts such as:

• the continued running 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 page 36, which highlights some

ofthecharitable activities over the last financial year.

Outcomes and

impact of key

decisions

Helping and supporting local communities and improving the living conditions

inthe areas where we operate is a high priority of our Group.

McBride plc Annual Report and Accounts 2026

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We have continued to embed

sustainability within our

divisional and Group strategies

during the year, ensuring it

remains a core consideration in

decision making and long-term

value creation. A key enabler

of this progress has been

our continued investment in

Carbon Literacy® and climate

awareness training, which

has significantly enhanced

colleague engagement and

strengthened understanding

of our climate-related targets

and transition plans.

Helen Herd

Group Head of Sustainability

This Sustainability Report outlines the progress made across our environmental, social and governance

(ESG) pillars during the year.

Within the environmental pillar, we have maintained our focus on our three strategic initiatives: operating sustainably, fit for the future

products, and responsible sourcing and supplier engagement. Together, these initiatives have delivered strong progress and continue

tosupport our ambition to drive sustainable growth while delivering positive impacts across our value chain.

Sustainability

2.7%

Reduction in emissions

intensity (kg CO

per

unit sold) – all scopes

3,867

Scope 1 and 2 emissions

saving (tonnes CO

(26.0% reduction)

74/100

EcoVadis

Score

90.0%

Renewable

electricity

Our approach

Sustainability considerations are embedded

across our divisional business strategies,

ensuring that environmental, social and

governance factors are integrated into

decision making and long-term business

planning. Our approach is informed by

our materiality assessment covering our

operations, stakeholders and markets.

We recognise that addressing climate

change is fundamental to maintaining

our long-term relevance, resilience and

competitiveness. We have an important

role to play in supporting the transition

to a lower-carbon economy, through the

products we design and manufacture,

the way we operate our business and our

engagement with colleagues, suppliers

andcustomers.

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 sustainability initiatives are:

Operating

sustainably

Fit for

the future

products

Responsible

sourcing

and supplier

engagement

These three initiatives continue to underpin our climate transition over the next five to

tenyears.

Our impact on the environment

McBride plc Annual Report and Accounts 2026

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Our impact on the environment continued

Sustainability continued

EcoVadis rating performance

Reflecting the Group’s ongoing

efforts, our sustainability performance

has been independently validated by

EcoVadis during the reporting year.

McBride has achieved a Silver

EcoVadis Medal with a score of

74/100, placing the Group in the

88thpercentile of all companies

assessed by EcoVadis worldwide.

This places our sustainability

management system within the

top 12% of companies assessed

globally – a direct result of dedicated

cross-functional collaboration and

contributions from all stakeholders

across McBride.

Our approach continued

Reflecting the strategic importance of

sustainability, our priorities continue

to be overseen by a cross-functional

Sustainability Committee, chaired by

the CEO and reporting directly to the

Board. The Committee is responsible

for shaping and monitoring the delivery

of our sustainability strategy and

ensuring sustainability considerations

are integrated across the Group.

Central to this governance framework is

the Group Head of Sustainability, who

leads the delivery of our science-based

climate commitments and works closely

with our divisions, customers and supply

chain partners to drive meaningful progress

against our targets and transition plans.

Measuring internal progress on our

climate targets

In 2021, we first established our baseline

corporate carbon footprint in partnership

with ClimatePartner®, gaining a

comprehensive understanding of our Scope

1, 2 and 3 emissions. Our carbon footprint

continues to be independently calculated

in accordance with the GHG Protocol and

includes all manufacturing sites.

Thehotspots identified in 2021 remain

relevant today:

• 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 majority of our greenhouse gas

emissions continue to arise from Scope 3,

reflecting the significant contribution of the

raw materials used in our product portfolio,

particularly packaging and chemicals. Our

chemicals portfolio represents the single

largest contributor to our overall carbon

footprint.

During 2026, we continued to make

progress in reducing our carbon footprint.

Compared to 2025, our overall absolute

emissions decreased by 2.7%, driven by a

26.0% reduction in Scope 1 and 2 emissions

and Scope 3 emissions reducing by 2.4%.

Against our recalculated 2021 baseline, total

emissions in 2026 are 1.8% lower, with Scope

1 and 2 emissions reducing significantly

by 59.9% and Scope 3 emissions lower by

0.3%. These reductions have been achieved

despite continued growth in our business.

Since 2021, the volume of chemicals and

packaging has increased by approximately

10% and the total weight of goods and

consumer units sold has increased by a

similar amount. Our actions have prevented

emissions from increasing in line with

business growth over the last five years,

with carbon intensity improving by between

10% and 11% depending on metric.

Growing the business while

lowering carbon intensity: we

have reduced our emissions

despite our increased production

volumes since 2021, with carbon

intensity metrics 10% lower.

Helen Herd

Group Head of Sustainability

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our impact on the environment continued

Measuring internal progress on our climate targets continued

2026 corporate carbon footprint

% change from

2021 to 2026

% change from

2025 to 2026 2026 2025

(1)

2021

(1)

Emissions

(tonnes CO

Scope 1 5.0% 0.4% 8,699 8,665 8,282

Scope 2 (87.9)% (62.6)% 2,330 6,231 19,190

Total Scope 1 and 2 (59.9)% (26.0)% 11,029 14,896 27,472

Scope 3 excluding usage

(2)

(0.3)% (2.4)% 1,082,063 1,109,089 1,085,835

Scope 3 excluding raw materials and packaging 7.4% (1.5)% 209,747 213,029 195,317

Total all scopes not including usage

(3)

(1.8)% (2.7)% 1,093,092 1,123,985 1,113,307

2026 corporate carbon footprint intensity measures

% change from

2021 to 2026

% change from

2025 to 2026 2026 2025

(1)

2021

(1)

Intensity of

products purchased

Weight of products bought (tonnes) 11.1% (1.8)% 452,914 461,012 407,614

Emissions intensity (tonnes CO

e per tonne purchased) – all scopes (11.7)% (1.2)% 2.41 2.44 2.73

Intensity of

products sold

Weight of products sold (tonnes) 8.6% (2.5)% 933,647 957,101 859,448

Emissions intensity (tonnes CO

e per tonne sold) – all scopes (10.0)% 0.0% 1.17 1.17 1.30

Intensity of

products sold

Number of products sold 9.5% (0.2)% 1,021,086,063 1,023,006,102 932,210,031

Emissions intensity (kg CO

e per unit sold) – all scopes (10.1)% (2.7)% 1.07 1.10 1.19

Sustainability continued

(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.

(3) Total emissions for energy in 2026, including Scope 1, 2 and 3 emissions, of 15,667 tonnes relates to 1,152 tonnes for the UK (7.4%) and 14,515 tonnes for the Rest of the World (92.6%). The Group's total energy consumption for

2026 of 134.9 million kWh relates to 17.9 million kWh for the UK (13.3%) and 117.0 million kWh for the Rest of the World (86.7%).

This year we have focused on three intensity measures:

1. Intensity of products bought (weight ofchemicals and packaging).

2. Intensity of products sold by weight.

3. Intensity of consumer units sold.

Carbon intensity measures provide further evidence of improved environmental efficiency and are good indicators of progress for a growing organisation. In 2027, we will refine our

intensity measure and select the most appropriate.

These results show that the business is producing and selling more consumer products whilst generating proportionally fewer emissions, demonstrating improved carbon efficiency across

our value chain.

McBride has successfully grown volumes by approximately 10% since 2021, whilst reducing emissions intensity by around 10% and cutting Scope 1 and 2 emissions by almost 60%.

McBride plc Annual Report and Accounts 2026

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Sustainability continued

Our impact on the environment continued

McBride 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.

A summary of our current progress in relation to our targets is shown in the following table.

Science-based targets

Target 2026 result Status Target year

Scope 1 and 2 emissions – 66.3% reduction versus 2021.

59.9%

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

Additional targets

Target 2026 result Status Target year

Improvement in the Group’s energy efficiency, with kWh per

tonne of production decreasing from 153 kWh/tonne in 2021

to 130 kWh/tonne by 2033.

136.0

ExceededOn trackIn progressNot met

2033

100% of the electricity used in our operations is from

renewable sources.

90.0%

ExceededOn trackIn progressNot met

2033

All polyethylene packaging for the Group’s contact-sensitive

products must contain a minimum of 10% PCR content.

4.5%

ExceededOn trackIn progressNot met

2030

All plastic packaging used by the Group must contain

aminimum of 35% PCR.

29.7%

ExceededOn trackIn progressNot met

2030

McBride plc Annual Report and Accounts 2026

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Sustainability continued

Activities supporting sustainability actions

Throughout 2026, our site Energy

Champions continued to meet regularly to

exchange knowledge, share best practices

and identify opportunities to reduce energy

consumption across the business. Eight of

our manufacturing sites continue to use

energy monitoring software and sensors

totrack electricity consumption in real time,

supporting targeted improvement initiatives

and helping to deliver ongoing gains in

energy efficiency.

The charts on this page illustrate our

progress against our energy efficiency

and renewable electricity objectives and

relate solely to site energy consumption.

During the year, McBride increased

the proportion of electricity sourced

from renewable energy from 80.5% to

90.0%, representing further progress

towards our long-term target.

Our energy efficiency performance also

remained strong. Against the straight-line

target of 139.6 kWh per tonne of

production, we achieved 136.0 kWh per

tonne across the Group. While this is

broadly consistent with the previous year,

itexceeds our target and keeps us on track

to achieve our 2033 ambition.

These improvements continue to support

our science-based target to reduce

Scope 1 and 2 greenhouse gas emissions.

During 2026, our absolute Scope 1 and

2 emissions reduced 26.0% compared

to 2025, demonstrating continued

progress towards our 2033 target.

Thisrepresents an absolute reduction of

3,867tonnes of Scope 1 and 2 emissions.

Across our operations, each manufacturing

site remained focused on delivering its

annual energy efficiency and renewable

electricity objectives while continuing to

share successful initiatives across the Group.

Environmental considerations also remain

embedded within our capital investment

process, with every capital expenditure

proposal assessing environmental impacts

alongside financial returns. This helps

prioritise projects that improve operational

efficiency while supporting McBride's

long-term sustainability objectives.

Operating

sustainably

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 2,330

8,167

21,340

17,925

15,936

14,084

10,497

5,000

10,000

15,000

20,000

25,000

30,000

Scope 2Scope 1 Reduction target

66.3%

reduction

Scope 1 and 2 operational emissions

(1, 2)

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

136.0

130 kWh/

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

90.0

100%

renewable

electricity

100

Renewable electricity Target

Energy efficiency

Renewable electricity

(1) Total emissions for operational energy in 2026 of 10,497 tonnes relates to 590 tonnes for the UK (5.6%) and

9,907 tonnes for the Rest of the World (94.4%).

(2) Scope 1 emissions reported here as operational energy include emissions from operational consumption of

gas and oil and exclude other direct emissions such as those from refrigerants and vehicle fleets.

McBride plc Annual Report and Accounts 2026

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Sustainability continued

Activities supporting sustainability actions continued

Fit for

future products

Responsible

sourcing and

supplierengagement

In 2026, we have continued to focus on

measuring the carbon footprint (CO

e) of

the products we sell to our customers. This

has provided our product development

teams with clear visibility on emission

drivers across different formulations and

finished products. We have measured

over 288 products this year, sharing the

learnings with our customers and driving

a number of product improvement

projects, resulting in lower-carbon product

offerings. We have also continued to

source primary data from our suppliers,

particularly across our chemical supply

chain, where annual PCF updates

demonstrate a positive improving trend.

As mentioned on page 30, in addition to our

science-based targets, we have set other

product-related targets aimed at increasing

PCR content in polyethylene and plastic

packaging across the Group.

In 2026, the proportion of PCR in

contact-sensitive products (non-ADR)

using polyethylene packaging has

increased to 4.5%, versus the 2030

target of 10%, while the PCR content of

our plastic packaging portfolio is now

29.7%, versus the2030 target of 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, enabling our teams

to deliver effective cleaning solutions

with optimised carbon footprint.

We measure our suppliers' climate

maturity on a scale of 1 to 6. This ranges

from suppliers that are just beginning to

measure Scope 1 and 2 emissions (Level

1) to suppliers with validated targets and

emissions reduction plans (Level 6). Level 4

is the target maturity level for our suppliers

by 2029, in line with our SBTi supplier

engagement target.

During the last twelve months, we focused

on the chemical and packaging suppliers

currently scoring below 4 on our supplier

maturity scale. These suppliers are

measuring their emissions but have not

yet set an SBTi target or a science-aligned

target. Through targeted engagement,

a higher number of our suppliers have

now secured validated SBTi targets or

established science-aligned commitments.

Furthermore, our updated Supplier Code

of Conduct has enhanced supply chain

transparency, requiring suppliers to share

Sedex scores and EcoVadis scorecards.

McBride in action

Powders: driving efficiency through

responsible manufacturing

The Powders division is strengthening

its business case through a clear

commitment to responsible

manufacturing. At the Holstebro site

in Denmark, a range of initiatives are

reducing emissions, water consumption

and heat requirements, lowering

the environmental footprint of

operations while improving efficiency

and operational resilience. Beyond

environmental performance, the site

is committed to being a responsible

neighbour. Holstebro actively engages

with the local municipality and

surrounding communities to identify

and mitigate any potential operational

impacts associated with its operations,

demonstrating a proactive approach to

community relations and responsible

industrial stewardship.

Together, these efforts show how

sustainability, operational excellence

and community engagement reinforce

one another, creating long-term value

for customers, the Group and the

communities in which we operate.

The Moyaux site is also making

strong progress in responsible

manufacturing through initiatives

that reduce energy consumption,

improve operational efficiency and

minimise waste. Investments in process

optimisation and equipment upgrades

are delivering tangible environmental

and financial benefits, including lower

CO₂e emissions, reduced resource

consumption and improved production

performance. Together, these initiatives

demonstrate how the Powders division

is embedding sustainability into

its operations while strengthening

productivity, competitiveness and

long-term business resilience.

McBride plc Annual Report and Accounts 2026

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Our people strategy supports McBride’s

long-term performance by helping

colleagues work safely, build future-ready

skills and contribute to the communities

in which we operate. During the year, we

focused on inclusion, wellbeing, capability

building and community engagement

across the Group.

Inclusion, belonging and fairness

During 2026, we continued to embed our

inclusion, belonging and fairness strategy

across McBride through local action plans

aligned with our three pillars: inclusive

behaviours, belonging and Fair Talent

Practices. These plans ensure inclusion

remains relevant, practical and embedded

ineveryday operations.

To strengthen our understanding of colleague

experiences and inform future priorities,

weheld listening circles with senior female

leaders across the business. The insights

gathered are helping to shape our ongoing

approach to the attraction, development

and progression of diverse talent.

During the year, we also introduced

Inclusive Leadership development sessions

for people managers across the Group.

The programme focused on five key areas:

• communicating with inclusive language;

• giving fair and effective feedback;

• making equitable people decisions;

• understanding and reducing unconscious

bias; and

• leading across cultures and differences.

The programme supports managers in building

inclusive teams and fostering a culture where

colleagues can perform at their best.

We will continue to expand these

opportunities throughout 2027, with a

particular focus on strengthening the

development, progression and retention of

female talent across the Group. Planned

initiatives include leadership speaker events,

targeted coaching, peer coaching circles

and enhanced inclusive leadership training,

alongside ongoing data-led reviews of

recruitment, promotion, pay and retention

outcomes.

Through these actions, we aim to improve

female representation at senior levels, support

equitable career progression and retention,

and further strengthen an inclusive culture

where all colleagues can thrive.

Health, safety and wellbeing

At McBride, health, safety and wellbeing

remain central to how we operate. We

recognise that our colleagues are only ever

'borrowed' from their families and friends,

and our priority is to ensure everyone

returns home healthy and safe every day.

By integrating health and safety into our

workplace philosophy, we aim to create a

secure environment that supports morale,

collaboration and overall performance.

Our Group health and safety performance

continued to strengthen during 2026.

We recorded our lowest ever lost time

injury frequency rate and achieved a

third successive annual reduction, with

20 lost time injuries compared with 28

in2025. Thisresulted in a lost time injury

frequency rate of 0.34, compared with

0.48 in the prior year, representing the best

performance in the Group’s history. During

the year, seven of our 14 sites achieved

more than 365 days without a lost time

injury and a further five sites achieved more

than 100 days without a lost time injury.

Sustainability continued

Our people and communities

As at 30 June 2026

35.9%

(1,305/3,639)

Female total global

workforce

(2)

33.3%

(2/6)

Female Executive

Committee members

30.8%

(16/52)

Female senior leaders

(1)

16.7%

(1/6)

Female Directors

(1) Includes senior female leaders that report directly to the Executive Committee.

(2) Includes employees, third-party contractors and agency workers.

We continued to prioritise health and safety

as both a legal requirement and a core

value that supports trust, productivity and

long-term success. During 2026, we further

embedded a proactive 'STOP, THINK, ACT'

approach, encouraging colleagues to pause

before starting a task, consider potential

hazards and take appropriate action to

mitigate risk. The use of leading indicator

tools, including safety walks, near miss

reporting, quick risk prediction, dynamic risk

assessment and the behavioural observation

system, increased by 43% during the year

and was recognised as a contributory factor

in our improved performance.

We also continued to build a culture of

care that supports physical, mental and

emotional wellbeing. In the UK, our facilities

trained twelve volunteer Mental Health First

Aiders as part of their colleague wellbeing

strategy.

These colleagues provide initial support,

signpost people to appropriate workplace

support and professional services, and help

to reduce stigma by promoting more open

conversations about mental health.

McBride’s Rule for Life No. 10 is 'STOP',

which empowers colleagues to stop work

ifthey see conditions or behaviours that are

unsafe for themselves or others. Building

on this principle, our Strzelce site in Poland

held a dedicated 'STOP for Safety' day,

pausing operations and taking all 452

colleagues to an off-site venue to focus

on ensuring every colleague returns home

healthy and safe every day. The event

combined practical safety learning with

strong engagement and positive energy,

representing a significant step in the

Group’s zero loss journey.

McBride plc Annual Report and Accounts 2026

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People lie at the heart

of everything we do. We

recognise that we are only

borrowing people from their

families and friends and it is

essential that they return home

in exactly the same condition

as they arrived. Byintegrating

health and safety into our

workplace philosophy we hope

to create a secure environment

that enhances our people’s

morale, collaboration and

overall performance. This

approach not only minimises

risks but also contributes

to a more enjoyable and

productive work environment.

Jerry Boardman

Group Health and Safety Lead

Sustainability continued

Our people and communities continued

McBride in action

McBride cares about its people

At McBride we prioritise people’s

health and safety, not just as a matter

of compliance with legislation, but as a

core value that fosters a culture of trust,

productivity and long-term success.

Building a culture of care

At the core of any thriving organisation

is a commitment to its people. Health

and safety is fundamental not only to the

physical wellbeing of people but also to

their mental and emotional health.

Mental health

Poor mental health in workplaces is

common, with statistics indicating that

one in four people will experience a

mental health problem at some point.

Poor mental health can lead to reduced

productivity and higher absenteeism,

as well as impacting safety by impairing

cognitive function, increasing risk-taking,

and contributing to accidents and injuries.

Identifying early signs of mental health

problems in the workplace is crucial for

fostering a supportive environment and

addressing our people’s wellbeing.

Education plays a key role and our

facilities in the UK have recently

trained twelve volunteer Mental Health

First Aiders (MHFAs) as part of their

colleagues' wellbeing strategy.

The primary role of an MHFA is to

provide support and signpost people

experiencing poor mental health for

additional workplace support and

relevantprofessional services.

MHFAs also play a vital role in reducing

stigma and promoting positive mental

health in the workplace.

By fostering a culture where mental

health is openly discussed and prioritised,

McBride can empower people to seek

help when needed and work towards

improving their overall wellbeing.

Proactive culture

Safety is not something we take for

granted at McBride and neither do we

accept that it should ever be reactive.

McBride advocates a proactive STOP

/THINK / ACT approach to encourage

individuals to pause before proceeding

with a task, think critically about potential

hazards, and act safely to mitigate risks.

This approach fosters a proactive culture

where workers prioritise safety and make

informed decisions to protect themselves

and others.

Proactive measures – such as safety

walks, near misses, quick risk prediction

(QRP), dynamic risk assessment and

the behavioural observation system –

are some of the leading indicator tools

we use to ensure that potential issues

are identified and addressed before

theyescalate.

These tools complement our existing

management systems. They do not just

identify risks; they promote accountability

and continuous improvement, where

safety evolves to meet new challenges.

The Group had a 43% increase in its use

ofproactive tools during 2026, and they

were recognised as a contributory factor

to the Group recording its best ever health

and safety performance during this period.

STOP for Safety

McBride’s Rule for Life No.10 is STOP,

which encourages people to stop working

if they see conditions or behaviours that

are unsafe to themselves or others.

Extending on this principle, our Strzelce

site in Poland held a STOP for Safety day

in which they paused operations for a full

day to focus everyone’s attention on what

matters most… ensuring every worker

returns home healthy and safe every day.

Strzelce took all 452 of their colleagues

to an off-site venue so there were no

workplace distractions.

In a manufacturing environment, where

high-speed processes, machinery and

equipment are part of daily life, dedicating

a full day to safety can strengthen

awareness, culture and accountability.

The event was a fantastic success and a

significant step in the Group's zero loss

journey. The feedback from colleagues

was overwhelmingly positive – many

people said that the workshops, activities,

the venue and the overall scale of

the event were far beyond what they

expected.

It was great to see so much engagement,

enthusiasm and positive energy

throughout the day. Most importantly,

they managed to combine learning about

safety with genuine fun, which made the

message even more impactful.

McBride plc Annual Report and Accounts 2026

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Skills for the future

Supporting colleagues to develop new

skills and capabilities remains central to

creating a resilient and successful business.

Throughout 2026, we continued to invest

in learning and development initiatives that

help colleagues build expertise, broaden

their experience and prepare for the

evolving needs of our organisation. From

leadership development and career support

to compliance and information security

training, our focus remained on providing

accessible opportunities for colleagues to

learn, grow and perform at their best.

Building capability across the Group

Our flagship Let's Grow development

programmes continued to play an

important role in supporting colleague

development across the Group. During

2026, 61 colleagues participated across

six cohorts delivered in English, Dutch,

Danish and Spanish, completing a total

of 1,001 learning hours. This included

the launch of a further cohort of our

Leading with Impact programme,

supporting leaders to strengthen their

effectiveness, enhance their influence and

develop the skills required to lead teams

successfully in a changing environment.

Supporting continuous development

Providing flexible and accessible learning

opportunities remains an important part

ofour approach to colleague development.

During the year, colleagues continued to

make good use of a broad range of learning

resources, enabling them to develop skills

relevant to both their current roles and

future career aspirations. This included:

• more than 1,300 GoodHabitz courses

completed across a wide range of

professional and personal development

topics;

• a variety of digital learning resources

designed to support ongoing capability

building;

• Grow Your Career sessions attended

by 69 colleagues, offering practical

guidance on career development and

progression opportunities; and

• learning opportunities aligned to

business priorities and evolving skill

requirements across the Group.

Enhancing compliance and

information security awareness

In 2026, we strengthened our compliance

and information security learning provision

through our partnership with KnowBe4, the

platform used to deliver both compliance

and Group Information Security (GIS)

training.

Through a combination of mandatory

learning and regular bite-sized modules,

colleagues were supported in developing

their understanding of key regulatory,

compliance and cyber security topics.

Theself-paced approach enabled

colleagues to engage with learning

throughout the year, helping to reinforce

individual accountability, strengthen risk

awareness and promote secure ways of

working across the Group.

Developing talent for tomorrow

During the year, we continued to invest in

initiatives that support talent development

and leadership effectiveness across the

organisation, including:

• digital coaching and external coaching

for senior leaders;

• expanded learning and development

resources to support career growth

andprofessional development;

• enhancements to performance and

talent processes, including refreshed

development planning and increased

manager support; and

• activities that encourage colleagues

to explore career opportunities and

development pathways across the Group.

Looking ahead

In 2027, we will introduce development

pathways for First Line Managers and

Aspirational First Line Managers, launch

a Group-wide mentoring programme and

further strengthen manager capability

through enhanced resources and digital

learning aligned to our inclusion, belonging

and fairness strategy.

Together, these initiatives will help

strengthen capability, support career

progression and ensure our colleagues are

equipped to respond to future opportunities

and challenges.

Employment and wealth generation

We are pleased to report that staff

turnover has remained low at 3.5% in 2026

(2025: 3.0%). This reflects our continued

investment in employee engagement,

wellbeing and retention, helping us to

maintain a stable and committed workforce.

These results demonstrate the positive

impact of our people strategy and reinforce

our position as an employer of choice in the

communities in which we operate.

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.

Sustainability continued

Our people and communities continued

McBride plc Annual Report and Accounts 2026

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Community and social vitality

At McBride, creating long-term value

extends beyond our business operations

to the positive contribution we make

within the communities where we live

and work. Throughout 2026, colleagues

across Europe supported initiatives

focused on community wellbeing, inclusion,

education, employability, health and

environmental stewardship. Through

volunteering, fundraising, awareness

campaigns and community partnerships,

our teams continued to make a meaningful

difference while reinforcing our values and

commitment to responsible business.

Luxembourg

Colleagues from our Foetz site participated

in the Luxembourg Business Run, with

five teams representing McBride. The

event promoted wellbeing, teamwork and

colleague engagement while contributing

to fundraising efforts supporting

cancer research and care, reflecting our

commitment to making a positive impact

inthe communities where we operate.

Denmark

We remained committed to supporting

our local communities through initiatives

focused on employment, charitable giving

and community engagement.

• For the fourth consecutive year, we

participated in local job fairs, helping to

connect with prospective colleagues and

supporting the local labour market.

• Throughout the year, employees

contributed to a range of fundraising and

community activities, including a charity

run in Hammel, prize donations for

local events, and fundraising initiatives

in support of Danish Hospital Clowns

(Hospitalsklovne). We also continued our

bottle deposit donation scheme, with all

proceeds donated to the charity.

• In addition, we supported Football Shirt

Day, helping to raise awareness and

funds for children affected by cancer.

Poland

More than 400 colleagues at our Strzelce

site came together to mark Poland Safety

Day, a dedicated event focused on health,

safety and wellbeing. Through a programme

of expert-led workshops and practical

activities, colleagues explored topics including

workplace safety, emergency response,

wellbeing, stress management and personal

health, reinforcing our commitment to

creating a safe, healthy and supportive

working environment for all.

Spain

Colleagues at Sallent combined fundraising

with wellbeing initiatives through hiking and

cycling events, generating support for local

charity partners while promoting employee

engagement and healthy lifestyles.

United Kingdom

We successfully supported Petrus, a local

charity near our Middleton site that works

with individuals experiencing homelessness

or at risk of housing insecurity. Through

the generosity of colleagues and additional

charitable trust match funding, we

significantly increased the total donation.

The funds will help Petrus continue

providing essential services and support

to vulnerable individuals, highlighting the

positive impact of collective giving and our

ongoing commitment to local communities.

Italy

In February 2026, colleagues at the

Bagnatica site participated in the

'Go Green McBride Team!' initiative,

volunteering their Sunday morning to

take part in a community litter pick and

help improve the local environment.

Colleagues also raised more than €800

for Associazione Spazio, anon-profit

organisation supporting children and

young people with autism spectrum

conditions and their families. The initiative

helped raise both funds and awareness

while bringing colleagues together in

support of a meaningful local cause.

Belgium

During June, our annual Health Month initiative

at the eper site focused on promoting

employee wellbeing through four key themes:

physical activity, environmental stewardship,

mental health and healthy nutrition. Each

week, employees were encouraged to

engage with a range of awareness activities,

practical tips and educational content.

As part of the environmental theme,

colleagues participated in a successful

community litter-picking initiative,

demonstrating their commitment to

maintaining a cleaner local environment.

These activities form part of our ongoing

efforts to support employee wellbeing and

encourage positive engagement with the

local community.

In December 2025, colleagues at the

Estaimpuis site organised a toy collection

campaign, donating children's toys for

distribution to families within the local

community.

France

We continued to support community health

initiatives by partnering with the Établissement

Français du Sang (French Blood Service) to

provide employees with the opportunity to

donate blood during working hours without

loss of pay. Nine employees participated in

the programme, contributing to national

blood supply efforts and supporting

healthcare needs within their communities.

Sustainability continued

Our people and communities continued

McBride plc Annual Report and Accounts 2026

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McBride volunteering scheme –

‘McBride Gives’

As part of our commitment to supporting

local communities, McBride Gives continued

to provide every colleague with the

opportunity to take one paid volunteering

day each year. Through the programme,

colleagues contribute their time and skills

to charitable and community organisations,

helping to address local needs while

strengthening connections within the

communities where we operate.

Focused on tackling poverty, supporting

inclusion and improving access to essential

resources, the programme reflects McBride's

purpose and values. Byencouraging

volunteering, we are helping to create

positive social impact while fostering a

culture of care, engagement and shared

responsibility across our business.

Luxembourg

In 2026, colleagues from our Luxembourg

site supported the National Collection and

Sorting Centre (CNCT) in Livange. Working

alongside volunteers and staff from the

Luxembourg Red Cross, the team helped

sort donated clothing during two four-hour

volunteering sessions.

The clothing prepared will be distributed

to individuals and families facing hardship,

including those supported by shelters and

social services, migrants, refugees and

people experiencing housing insecurity.

Through initiatives such as these, colleagues

are helping to make a meaningful difference

within their local communities.

United Kingdom

For the second consecutive year, we

partnered with Mustard Tree, a Greater

Manchester charity dedicated to helping

individuals and communities build brighter

futures through practical support, life

skills development and pathways into

employment. During the year, 24 colleagues

volunteered their time to support the

charity's work, contributing to initiatives

that help tackle poverty, reduce social

exclusion and empower people to achieve

greater independence.

Spain

Colleagues from our Sallent site visited

the Sallent Occupational Centre, spending

time with participants from the Special

Employment Centre and supporting

activities designed to promote skills

development and wellbeing. The visit

also provided an opportunity to share

information about McBride, strengthen

community connections and support an

organisation dedicated to inclusion and

employment opportunities.

Poland

Dom Nadziei (House of Hope) in Opole

provides essential support to people in

need, offering meals, clothing and washing

facilities in a welcoming and respectful

environment.

Five colleagues from our Strzelce site

volunteered their time to support the

organisation's work, demonstrating

McBride's commitment to helping local

communities and making a positive

socialimpact.

Belgium

Colleagues from our Estaimpuis site

supported Les Banques Alimentaires

deTournai, a local food bank that assists

individuals and families experiencing

poverty.

Volunteers helped sort and package

donated goods for distribution, contributing

to the organisation's efforts to provide

essential support to those most in need

within the local community.

Sustainability continued

Our people and communities continued

McBride plc Annual Report and Accounts 2026

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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 in

accordance with best practice.

Governance body quality

Our guide to how we have complied with

each principle in the Code is set out on

pages 62 to 64. Our metrics on tenure,

gender, nationality and Board members’

relevant experience are set out on page

61. Our metrics on Board activity and

attendance atBoard and Committee

meetings are set out on pages 66, 68, 69,

70, 75 and 100.

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 65 to

69. Both the quality and frequency of our

engagement with our key stakeholders is

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.

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 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.

Thereporting line is available in all

languages commonly used in our business.

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,

there

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.

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

tothe 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 75 to 81

and in the Principal Risks and Uncertainties

section on pages 52 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 39 to 40.

Sustainability continued

Governance

McBride plc Annual Report and Accounts 2026

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Climate-Related Financial Disclosures

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.

McBride continues to report in

line with the full set of TCFD

recommendations and disclosures.

According to the Financial Conduct

Authority Listing Rule LR 9.8.6 R(8),

reporting is on a ‘comply or explain’

basis.

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 and the TCFD Annex,

'Implementing the Recommendations

of the Task Force on Climate-related

Financial Disclosures' (October

2021) in determining the consistency

statement above.

McBride will continue to work

on the maturity of climate risk

assessment in 2027 as required by

emerging regulatory and reporting

considerations, which are expected to

evolve over the next one to two years.

Governance

TCFD governance structure

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

Oversight of climate issues

The Board

• 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 the year.

• 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

itby 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 82 to 102.

Executive Committee

• 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.

McBride plc Annual Report and Accounts 2026

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Climate-Related Financial Disclosures continued

Governance continued

Oversight of climate issues continued

Sustainability Committee

• 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

• Responsible for review and oversight

of the 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

riskson at least a twice-yearly basis.

TCFD Working Group

• 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 monitoring science-based targets for

Scope1, 2 and 3 emissions.

Strategy

Overview of scenario analysis

Between 2022 and 2026, McBride has

worked closely with expert external advisers

to address its CROs. This has been done

using qualitative scenario analysis 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 2022, physical and transition

CROs were identified and assessed via a

workshop with a cross-section of internal

stakeholders. The identified 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

improved the quality and maturity of

climate risk assessment and disclosure,

with the objective of aligning 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.

In 2026, we have built on the detailed work

undertaken in previous years to:

• review CROs assessed previously

to ensure they remain relevant and

appropriately rated;

• analyse residual risk for key transition

CROs, assuming a low carbon world

(1.5°C) scenario, reviewing underlying

assumptions, whilst maintaining the

existing quantification framework; and

• continue our ongoing programme of

physical risk assessments, across the

Group’s European operations using

the International Panel on Climate

Change’s (IPCC) scenarios, building on

the assessments conducted previously

to provide site-level analysis of heat

stress and water stress vulnerabilities

and mitigation effectiveness for eleven

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 of

the 2025 Annual Report. 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 2026. In 2026,

no formal review of climate scenarios was

conducted. An update of climate scenarios

will be performed in 2028 if, as expected,

the UK Sustainability Reporting Standards

(SRS) requirements become applicable to

McBride plc, ensuring scenarios align with

these new requirements.

McBride plc Annual Report and Accounts 2026

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Climate-Related Financial Disclosures continued

Strategy continued

Climate risks and opportunities

In 2026, the CROs previously identified

as relevant and assessed in detail in 2025

were reviewed internally following standard

processes to refresh the understanding of

risk exposure and assess any emerging risks.

The physical risk assessments were also

expanded to cover two additional European

operations in 2026 whilst reviewing the

status of others previously conducted.

CROs are assessed over short-term (before

2027), medium-term (2027 to 2040) and

long-term (post-2040) time horizons. The

short-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 adopted

in 2025 was re-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. This resulted in 15 CROs considered

relevant for 2025, all of which were assessed

as remaining relevant for 2026.

Rare Unlikely Possible Likely

Almost

certain

Insignificant Minor Moderate Major Catastrophic

Transition risks

Pricing of GHG emissions

Climate-related litigation

Mandates and regulation

Increased cost of raw materials

Change in consumer demands

Investment and finance risk

Substitution of existing tech

toloweremissionoptions

Emissions offset

Cost of energy

Transition opportunities

Development of new products or

services through R&D and innovation

Use of more efficient production

anddistribution processes

Physical risks

Heat stress

Water stress

Floods

Windstorms

Key: Overall risk levels (impact x likelihood):

Lower Medium Higher

Likelihood

Impact

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Climate-Related Financial Disclosures continued

Pricing of GHG emissions

Mandates and regulation

Timeframe: Medium to long term Timeframe: Short to medium term

Gross inherent risk Net residual risk

Risk 2027 2040 2027 2040

Risk score

Gross inherent risk Net residual risk

Risk 2027 2040 2027 2040

Risk score

Description

Carbon taxes continue to expand globally, with carbon prices

stabilising since 2025 and 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 continue to reflect both McBride’s

enhanced emissions reduction target (66.3% by 2033) and the lower

possibility of carbon pricing being introduced in the near term.

Controls and mitigation

Renewable electricity sourcing exceeded 50% in 2026, ahead of

the original 30% target, with 100% targeted by 2033. 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 had commenced in 2025 and is ongoing, with company

car policies in Belgium and the UK supporting decarbonisation

objectives.

Description

Increased compliance/operational costs, reformulation costs and/or

legal fines for non-compliance.

Impact assumptions

McBride remains in scope for the Corporate Sustainability Reporting

Directive (CSRD), and also UK SRS requirements, both of which

will be applicable from 2028/29. 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. Packaging and Packaging Waste

Regulation (PPWR) has progressed with documented packaging

cost increases across EU 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 Detergents Europe enables regulatory

monitoring and stakeholder engagement to stay ahead of emerging

requirements.

Strategy continued

Climate risks and opportunities continued

The risk scores shown on page 41 reflect residual transition

risks in a low carbon scenario and residual physical risks in

a hot house scenario. McBride continues to use an impact

x likelihood matrix, aligned with the ERM framework, better

reflecting the risks that 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, specifically:

These remain unlikely with minor or insignificant

impact.

This is considered to be longer term due to the

NetZero target time horizon.

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.

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 and strategy.

Transition risks

Key: Gross and net risk and opportunity scores (impact x likelihood): Lower Medium Higher

McBride plc Annual Report and Accounts 2026

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Climate-Related Financial Disclosures continued

Increased cost of raw materials due to

sustainability pressures

Change in consumer demands

Development of new products or services

through R&D and innovation

Substitution of existing tech to

lower emission options

Use of more efficient production

and distribution processes

Timeframe: Medium to long term Timeframe: Short to long term Timeframe: Short to medium term

Gross inherent risk Net residual risk

Risk 2027 2040 2027 2040

Risk score

Gross inherent risk Net residual risk

Risk 2027 2040 2027 2040

Risk score

Opportunity score

Gross inherent risk Net residual risk

Risk 2027 2040 2027 2040

Risk score

Opportunity 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

materialscarcity.

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 90 suppliers by spend, representing over

82.5% of Scope 3 emissions, with each one assessed for carbon

maturity to establish baseline maturity across key suppliers.

Productreformulation continues to be explored for increased

bio-based feedstocks and recycled packaging content, reducing

exposure to carbon taxation in the supply chain.

Description

Retailers continue to increasingly prioritise sustainability criteria for

products, driven by mandatory standards such as EU Ecolabel criteria

and environmental impact labelling requirements for cleaning

products. Retailers continue to use 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 in 2025 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 was consolidated for an enterprise

risk level exposure. This exercise was reviewed by the TCFD Working

Group in 2026 and reaffirmed as still valid.

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

the use of carton and paper packaging, 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. Recent successful launches of coated dishwasher

tablet ranges to provide structural integrity, whilst also increasing

theuse of soluble film instead of non-soluble flow wrap,

demonstrate McBride’s innovation in this area and ability

tomeetcustomer demands.

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 EU PPWR 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 is reviewed on an annual basis

with assumptions 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 confirmed in 2025 and remain valid

this year, with technology transitions representing significant

medium-term capital expenditure considerations.

Controls and mitigation

Capital expenditure decisions consider energy efficiency and physical

climate risk. Division-specific energy initiatives have included a new

laundry capsule filling line in Estaimpuis and plans underway for new

energy efficient blow moulders within the Liquid division.

In relation to general expenditure, the Strzelce team have been

using a 3D printer to redesign critical change over equipment parts

to improve machine efficiency. The gains have been noticeable and

have also had a positive impact to reducing energy consumption

and air pressure usage.

Strategy continued

Transition risks continued

Key: Gross and net risk and opportunity scores (impact x likelihood): Lower Medium Higher

McBride plc Annual Report and Accounts 2026

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Climate-Related Financial Disclosures continued

Strategy continued

Physical risks

Key: Gross and net risk and opportunity scores (impact x likelihood): Lower Medium Higher

Heat stress

Water stress

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 and computers

inhotproduction environments).

• 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.

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 for

machinery.

• 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

and operational processes.

• Introduce cooling and ventilation solutions e.g.

installation of fans at operator workplaces and

air conditioning systems.

• Collaborate with suppliers, implementing

real-time monitoring systems and fostering

transparent communication to enhance supply

chain resilience.

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 of

effluents.

• 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.

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

byemployees.

• 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.

• Product development investment in water

efficiency processes, to reduce overall

dependency on water.

Periods of time with sustained high temperatures in excess of 30°C. Prolonged periods of time where water demand outstrips supply, leading to serious regional

water scarcity.

Minor Moderate High

Impact: Impact: Likelihood: Likelihood:

Unlikely Possible Likely Unlikely Possible LikelyMinor Moderate High

McBride plc Annual Report and Accounts 2026

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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 recent years

demonstrated the potential for extreme

weather events to disrupt operations, with

Europe experiencing record-breaking high

temperatures and significant flooding

events. Looking ahead, the frequency and

severity of heatwaves and water stress

events are expected to increase year on

year. 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.

• 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.

• Mandates and regulations, though

mitigated by internal processes and

external engagement.

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 electricity sourcing

exceeded 50% in 2026, ahead of

the original 30% target, with 100%

targeted by 2033.

– 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 carton

andpaper-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: Having

established the carbon maturity for

our top 90 suppliers, our focus in

2026 has been supporting our less

mature suppliers on this journey to

move them towards our expected

level of carbon maturity.

– Regulatory preparedness: Internal

horizon scanning and expert

compliance support are in place

to address evolving requirements

including CSRD, EUDR, PPWR

and other emerging 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 2-26 days 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 potential production disruptions,

higher operational costs, 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, optimised

processes to reduce heat requirement

(e.g. utilising new shrink foil technology),

improved ventilation, worker safety

protocols, water efficiency programmes

andalternative water source development.

Planned improvements include equipment

modernisation, enhanced water storage

capacity, investment in water efficiency

processes, business continuity planning for

water scarcity scenarios, and facility-specific

initiatives (e.g. roof improvements,

closed-loop cooling systems and investment

in installing/improving air conditioning

systems). 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.

Climate-Related Financial Disclosures continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

2. Identify climate-related

risks to McBride under

articulated scenarios

Policy and

legal risks

Market risks

Reputational

risks

Technology

risks

Acute

physical

risks

Chronic

physical

risks

1. Define climate scenarios

Transition risk

1.5°C

Physical risk

1.5°C and 4°C

3. Review impact

assumptions

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

4. Assess business

impacts to McBride

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

5. Identify responses

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

Risk management

Defining a process for climate risk identification and management

As detailed on pages 52 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.

Climate-Related Financial Disclosures continued

McBride plc Annual Report and Accounts 2026

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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 applied in 2026.

Risk was assessed from a residual

perspective in 2026, building upon the

residual risk assessments and quantification

performed in 2024 and 2025, 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 2026 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.

Metrics and targets

Details of the Group’s Scope 1, 2 and 3

carbon emissions for the financial year

ended 30 June 2026 are set out on page

29. 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 continues to be based on a

supplier engagement model which has been

fully embedded since 2025.

The table on page 48 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

Scope 1 and 2 targets outlined in

the table on page 48 have been costed in

detail and the financial impacts have been

factored into short-term financial forecasts

and plans. During the year, McBride has also

developed a new target 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.

Climate-Related Financial Disclosures continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Metrics and targets continued

Climate-Related Financial Disclosures continued

Metric Target

Link to

identified CRO

Performance

against target Status

Scope 1 and 2 emissions Reduce Scope 1 and 2 emissions by 66.3% by 2033

(versus a 2021 baseline)

See page 30 Carried forward

Output volume per gigajoule of energy 15% improvement in energy efficiency by 2025

(measured in kWh/tonne of output)

Concluded Concluded

Improvements in energy efficiency Improvements in the Group’s energy efficiency

(measured in terms of output as kWh per tonne of

production) from 153 kWh/tonne to 130 kWh/tonne by 2033

See page 30 New

Scope 3 supplier engagement Scope 3 emissions – 82.5% of our suppliers by emissions,

covering goods and services, to have science-based targets

by 2029

See page 30 Carried forward

Energy sourcing 100% of the electricity used in our operations is from

renewable sources by 2033

See page 30 Carried forward

Recycled plastic content All polyethylene packaging for the Group’s contact-sensitive

products must contain a minimum of 10% PCR content

by2030

See page 30 Carried forward

All plastic packaging used by the Group must contain

aminimum of 35% PCR by 2030

See page 30 Carried forward

Focus for 2027

McBride will continue to build on the

progress achieved to date in relation to

the refinement and continued focus on

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 2027,

the focus will be on continuing to embed

and report progress against the Scope 3

carbon emissions target, and the ongoing

supplier engagement programme.

Over the next financial year, the Group

will formally initiate its transition

towards compliance with the Corporate

Sustainability Reporting Directive (CSRD)

and the UK Sustainability Reporting

Standards (UK SRS S2), with a first report

against these standards due in financial

year 2028. This will strategically align our

disclosures to the European Sustainability

Reporting Standards (ESRS) and the

International Financial Reporting Standards

(IFRS) sustainability frameworks. We

aim to harmonise our existing Task Force

on Climate-related Financial Disclosures

(TCFD) processes with these UK and EU

requirements, enhancing both financial

materiality and impact transparency for

ourstakeholders.

The Group remains very aware of the

impact that climate change may have on

the organisation. The CRO identification

process continues to be 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

Grouplevel.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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 andopportunities

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 the short, medium and

long term

(b) Describe the impact of climate-related

risks and opportunities on the Group’s

business, strategy and financial

planning

organisation’s strategy, taking into

consideration different climate-related

scenarios, including a+2°C or lower

scenario

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

identifying, assessing and managing

climate-related risks are integrated

into the organisation’s overall risk

management

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, if appropriate,

Scope 3 GHG emissions, and the

related risks

organisation to manage climate-related

risks and opportunities and

performance against targets

Climate-Related Financial Disclosures

See pages 39 to 48

Audit and Risk Committee Report

See pages 75 to 81

Climate-Related Financial Disclosures

See pages 39 to 48

Principal Risks and Uncertainties

See pages 52 to 57

Climate-Related Financial Disclosures

See pages 39 to 48

Principal Risks and Uncertainties

See pages 52 to 57

Audit and Risk Committee Report

See pages 75 to 81

Climate-Related Financial Disclosures

See pages 39 to 48

Sustainability

See pages 27 to 38

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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.

Non-Financial and Sustainability

Information Statement

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

• Health, Safety and Environment Policy

(‘HSE Policy’)

• Quality Policy

Pages 22, 27 and 38

Employees

Responsible for the health and safety of our workforce

Legislation • HSE Policy Pages 22 and 33 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 132 to 134

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 33 to 35

Business model All risks n/a Page 6

Non-financial KPIs n/a n/a Page 22

Description of principal risks and uncertainties n/a n/a Pages 52 to 57

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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 and

environmental

n/a

Pages 38 to 40

• A description of how the Company identifies, assesses

and manages climate-related risks and opportunities.

Pages 46 to 47

• A description of how processes for identifying,

assessing and managing climate-related risks are

integrated into the Company’s overall risk management

process.

Pages 46 to 47

• 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 41 to 45

• 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 41 to 45

• An analysis of the resilience of the Company’s business

model and strategy, taking into consideration different

climate-related scenarios.

Pages 41 to 45

• 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 47 to 48

• 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 are based.

Pages 47 to 48

Understanding the impact of our activities with regard to specified non-financial matters continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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,

delivering on its commitments

to all stakeholders.

The Group continues to operate under a

robust, 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 79 to 80.

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, considered by the Executive

Committee, reviewed by the Audit and Risk

Committee and agreed with the Board.

The principal risks and uncertainties to

which the Group is exposed are summarised

on pages 52 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 2026

which are summarised in this section.

The trend for Risk 9 was noted to have

increased as a consequence of growing

geopolitical events that have unfolded

during the year. At the same time, the

trend for Risk 5 had decreased during

the current year, reflecting Group-wide

improvements made in health and safety

awareness, management and monitoring

actions. In addition, the trend for Risk

3 is noted to have decreased, while the

trend for Risk 10 has increased during

the current year. However, the heatmap

grid positions for both risks remain

the same as in the previous 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 adversely impact 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, which

provide early notification of emerging,

strategically important and potentially

significant risks on a regular basis.

Our Principal Risks and Uncertainties

Rare Unlikely Possible Likely

Almost

certain

Insignificant Minor Moderate Major Catastrophic

Likelihood

Impact

Changing market, customer

and consumer dynamics

Disruption to systems

and processes

Financing risk

Safe and high-quality products

Health and safety

Climate change and

environmental concerns

Challenges in attracting

and retaining talent

Increased regulation

Economic, political and

macro environment instability

Business transformation challenges

Arrows represent movement in principal risks from previous year to current year.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Principal Risks and Uncertainties continued

1. Changing market, customer and consumer dynamics 2. Disruption to systems and processes

Risk appetite rating: Moderate to high Risk appetite rating: Low

How it links to our strategy: How it links to our strategy:

Trend Trend

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.

• International hard discounters putting in place international purchasing organisations, pushing more

international tenders where local organisations were previously managing.

• Increasing number of purchasing groups/alliances, previously just focused on branded business, now

extended to negotiate private label: Everest, AgeCore, Eureka, Aura Retail.

• 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.

• Restructured commercial teams and processes to effectively manage major international tenders

across our divisions.

• 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.

• Reinforced 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 impact

• Disruption to critical business processes and loss of sensitive information and business-critical

datadue to system failure and cyber 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.

• Increased risk of attacks on operational technology (OT), and the use of attacks on OT and

information technology (IT) as a mechanism to gain access to the other.

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.

• The implementation of physical separation between IT and OT environments.

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.

Key:

Market standing Operational excellence Sustainability Talent Increased risk No change Decreased risk

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Principal Risks and Uncertainties continued

4. Safe and high-quality products3. Financing risk

Risk appetite rating: AverseRisk appetite rating: Low

How it links to our strategy:How it links to our strategy:

TrendTrend

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 as well as customer standards; 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 are up to date and cover alllegal requirements.

• Our product compliance processes have successfully passed both external and internal audits.

• We continue to participate in all relevant trade associations and taskforces, including representation

at Board level for DetergentsEurope.

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.

• We monitor monthly performance of all relevant Treasury KPIs, including covenants, compliance

withpolicies and cash flow forecasts, among other strategic topics.

Key developments

• The Group’s liquidity headroom has significantly increased in the last couple of years; in 2025, 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. This term has been extended

to 2029 in the current year and the Group still has an option to extend by another year. During

the year, the Group also exercised part of the €75 million accordion feature within the agreement,

increasing the facility to €240 million.

• The strong financial performance over the last couple of years has continued to drive improved

liquidity. At 30 June 2026, liquidity, which is no longer a covenant requirement of the RCF agreement,

was increased to £167.6 million (2025: £141.4m), mainly due to the increase in the RCF commitment.

Key:

Market standing Operational excellence Sustainability Talent Increased risk No change Decreased risk

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Principal Risks and Uncertainties continued

6. Climate change and environmental concerns

Risk appetite rating: Low

How it links to our strategy:

Trend

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 to2026.

• 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2026.

• We continued with our rolling programme of physical climate risk assessments at specific sites during

2026, namely Denmark and UK plants.

• Our GHG emissions reduction target for Scope 1 and 2 emissions has been validated at 66.3% by

2033 and therefore remains on track.

• We have successfully deployed a supplier engagement programme to support our Scope 3 emission

reduction target.

• We have disclosed data via the EcoVadis platform and this year we have increased our score from

68/100 to 74/100. This places McBride in the top 12% of companies rated globally, attaining a

Silvermedal.

• We have invested in Carbon Literacy® training and have deployed the Carbon Literacy® project

methodology to over 200 colleagues across the Group.

• We have deployed internal climate awareness training (one-hour content) to over 700 colleagues

across the Group.

5. Health and safety

Risk appetite rating: Averse

How it links to our strategy:

Trend

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 HSEperformance 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, 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 Group risk management process, which includes risk assessment

software 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.

• A significant investment in the Group’s mechanical handling equipment procurement contract to

include comprehensive safety systems and features, which underlines the Group's commitment to

health and safety.

• A third consecutive annual reduction in lost time injuries, driving a 52% decrease over the last five

years and delivering the Group’s lowest ever frequency rate in 2026.

Key:

Market standing Operational excellence Sustainability Talent Increased risk No change Decreased risk

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Principal Risks and Uncertainties continued

7. Challenges in attracting and retaining talent 8. Increased regulation

Risk appetite rating: Low Risk appetite rating: Low

How it links to our strategy: How it links to our strategy:

Trend Trend

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

• The Group provided targeted support, tools and guidance for managers, which strengthened our

talent cycle outcomes and better aligned colleague aspirations with McBride's strategic priorities.

• Supported our inclusion, belonging and fairness strategy through targeted training, building

managers’ capability to support colleagues fairly and foster a culture of belonging and respect.

• Introduced Group-wide procedures to ensure consistent, high-quality, fair and transparent hiring

and development and, alongside this, launched a dedicated resource library to support the

new procedures and build on the learning opportunities already provided through the McBride

LearningAcademy.

• Continued to survey colleagues, generating clear action plans from the results and embedding

thesein local best practices.

Risk impact

• Heightened regulatory environment with increased monitoring, governance and reporting

requirements. This includes evolving sustainability frameworks (such as TCFD and the EU

Deforestation Regulation) and new/updated legislation such as the UK Extended Producer

Responsibility (EPR) scheme, the EU Packaging and Packaging Waste Regulation (PPWR),

andtheEU Empowering Consumers for the Green Transition (EMPCO) directive.

• Compliance must also be maintained across broader legal frameworks, including GDPR, ECCTA,

theUK Corporate Governance Code and anti-trust laws. This intense legislative landscape results

inan increased likelihood of this risk materialising over the short to medium term.

• Evolving regulations continuously increase the cost and complexity of doing business due to heavy

reporting and operational compliance demands.

• 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.

Key:

Market standing Operational excellence Sustainability Talent Increased risk No change Decreased risk

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Principal Risks and Uncertainties continued

10. Business transformation challenges9. Economic, political and macro environment instability

Risk appetite rating: ModerateRisk appetite rating: Moderate to high

How it links to our strategy:How it links to our strategy:

TrendTrend

Risk impact

• Our business strategy is underpinned by a series of Transformation projects and 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.

• Any new business acquisition (including those conducted after the reporting date) would need to be

successfully integrated into the wider Group to ensure that maximum shareholder value is extracted

from these programmes.

• Failure to execute and deliver the Transformation programmes effectively may adversely impact

thedelivery of benefits and ourpotential returns to shareholders.

Mitigation

• Our Tier 1 projects and programmes are managed by Transformation team members who have the

required level ofexperience.

• Monthly project steering committees for all Tier 1 and Tier 2 projects, with Executive Committee

sponsors for theTier 1s.

• Monthly project reviews as part of the Portfolio Review Board (PRB). Implementation of KeyedIn

project delivery and portfolio tool to aid consistent delivery of the Tier 1 and Tier 2 projects.

ATransformation playbook established and socialised.

• A robust governance model and a detailed roadmap have been agreed and developed on our multi-year

ERP system deployment, with clear stage gate exit and entry criteria used tomove between the phases.

• We have a robust process to ensure that a structured integration plan is established to ensure

alignment with McBride's processes, systems and governance framework, with key workstream leads

appointed to facilitate effective co-ordination and knowledge transfer across key business areas.

Key developments

• We have appointed a Group Transformation Director to lead our overall Transformation initiatives,

driving programme oversight, methodology and governance.

• A new dedicated Organisational Change Manager has been hired within the Transformation office,

toensure effective change management is in place across the whole Tier 1 and Tier2 portfolio.

• Appropriate and independent finance resource 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

S/4HANA.

Risk impact

• Failure to react quickly to an increasingly volatile geopolitical landscape may impact our freedom

tooperate in specific markets, adversely impacting financial performance.

• Geopolitical volatility is increasingly challenging to navigate. Implications on global supply chain

stability along with input cost pressures drive the need for clarity of strategy and robust risk

management processes.

• 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, is an integral factor in the global inflationary challenges presently at play.

• The unpredictability of trade tariffs is likely to 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.

• McBride’s scale affords us with the ability to prioritise our needs within the market at attractive

pricelevels.

• Robust and well-established sourcing strategies, 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

• A robust and trusted forecasting process provides us real-time visibility to assess and respond to

both short and 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.

Key:

Market standing Operational excellence Sustainability Talent Increased risk No change Decreased risk

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

In accordance with the UK Corporate

Governance Code 2024, 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 itsviability statement.

Going concern statement

The Group’s business activities, together

with the factors likely to affect its future

development, performance and position,

areset 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 2026, liquidity, as defined

in note 30 to the consolidated financial

statements, amounted to £167.6 million.

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 (from 2027 to 2029), 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:€1.15.

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 2027;

• revenue growth reducing to 1% in 2028

and 2029, 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 2024,

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

30June 2029 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 €240 million

multi-currency, sustainability-linked RCF

with a tenor to November 2029, as well as

access to a further €35 million remaining

within the accordion feature, and a number

of facilities whereby itcould borrow against

certain of its trade receivables. In the UK,

the Group has a £20million facility. In Spain,

France and Belgium, the Group has an

unlimited facility. In Germany and Denmark,

the Group has a €45 million facility,

committed until December 2029. In Italy,

the Group has a €23 million facility,

committed until April 2028. The Group is

negotiating new facilities for France and

Spain to renew the commitment until

November 2029 and is also negotiating the

commitment for Belgium with the current

provider. 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. Trade receivables

amounting to £73.6 million (2025: £67.8m)

are secured under the invoice discounting

facilities as at 30 June 2026.

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.

The Group ends the year with net current

assets of £30.9 million (2025: net current

liabilities of £11.3m); the Directors conclude

that the Group has sufficient financing

facilities to support its short-term 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

30June 2029.

The Strategic Report was approved by the

Board on 14 September 2026 and signed on

its behalf by:

Chris Smith

Chief Executive Officer

Going Concern and Viability Statement

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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

30June 2026, 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. Despite

the challenging impact of the conflict in

the Middle East, the Group has performed

creditably in delivering on its strategy.

Whilst the Group’s overall performance has

been impacted by those events, decisive

management actions significantly mitigated

the consequences, positioning the Group

well going into the forthcoming year. In

the year ahead, the Board will remain

focused on building upon the positive

steps taken this year and, in doing so, we

expect to deliver for our stakeholders and

to create further value for our shareholders.

I would like to again pay tribute to my

Board colleagues for their dedication, wise

counsel, thoughtful advice and outstanding

support throughout the year.

Governance

The application of the Principles of the

UKCorporate Governance Code 2024

(the ‘2024 Code’) is evidenced throughout

this Annual Report as far as it is in

effect and applies to a FTSE SmallCap

company. Provision 29 of the 2024 Code

only becomes mandatory for financial

years beginning on or after 1 January

2026, whichin the Company’s case

means 1July2026, and is, therefore, not

commented upon in this Annual Report.

Thetable on pages 62 to 64 provides

details of our compliance with the 2024

Code for thefinancial year under review.

Dividend

The Board paid a final dividend of 3.0

pence per ordinary share for the year ended

30June 2025. The Board is recommending

a final dividend of 3.1 pence per ordinary

share for the year ended 30 June 2026.

Such dividend, if approved by shareholders

at the Company’s Annual General Meeting,

shall be payable on 27 November 2026

in cash to all holders of ordinary shares

who are on the register of members on

30October 2026.

B Shares continue to be redeemable

(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), with one

redemption date falling in November of

each year. Further details of how to redeem

existing B Shares in November 2026 will be

announced in due course.

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 2026, 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 74.

I will continue to work with my fellow

Directors and the Company Secretary to

seek to improve 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 2026 AGM will be held at Arbeta,

11Northampton Road, Manchester M405BP

on 19 November 2026 at 2.00pm.

Each ordinary share of the Company

carries one vote at General Meetings of

theCompany. Shares held in treasury and

the B Shares 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 our 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

Despite the challenging effects of

the Middle Eastern conflict, the

Group has performed creditably

in delivering upon its strategy.

Whilst the Group’s performance

has been impacted by those

events, the actions taken by

the Group have significantly

mitigated the consequences and

position the Group well going

into the forthcoming year.

Jeff Nodland

Chairman

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Board

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 years in the 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.

External roles:

Non-Executive Chair of EcoSynthetix Inc.,

General Partner and Board member of Easton

Select Group, and Board member of Trademark

Cosmetics Inc.

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.

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.

Jeff Nodland

Chairman

Chris Smith

Chief Executive Officer

Mark Strickland

Chief Financial Officer

Key: Audit and Risk Committee Nomination Committee Remuneration Committee Chair

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 relevant

financial experience across a number of listed

companies, including Premier Foods plc, Dairy

Crest plc and The Body Shop International plc.

Hiscurrent additional appointments (see ‘external

roles’ below) further demonstrate his board,

governance and strategic leadership experience.

As well as a background in finance, Alastair has

significant experience in corporate strategy,

restructuring and M&A.

External 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 Group plc.

Alastair Murray

Senior Independent Non-ExecutiveDirector

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Our Board continued

Appointed to the Board:

10 March 2026

Skills and experience:

Casper has extensive experience within the

retail sector across a wide range of categories,

particularly in mainland Europe. He is currently

Chief Executive Officer of Welkoop, a Dutch

retail chain, and a Non-Executive Director of

Fiksuruoka, a Finnish retailer (that trades as

Foodello outside Finland). Casper brings specific

expertise in private label, category management

and sustainable innovation.

His past appointments include being Chief

Executive Officer of Blokker Holding (now

known as Mirage Retail Group), a Dutch retail

conglomerate. He has also held the position of

Group Trading Director at Morrisons plc, the UK

supermarket chain, and as Commercial Director

and Board member at Albert Heijn.

External roles:

Chief Executive Officer of Welkoop and

Non-Executive Director of Fiksuruoka.

Casper Meijer

Independent Non-Executive Director

(and designated Non-Executive Director

for employee engagement)

Key: Audit and Risk Committee Nomination Committee Remuneration Committee Chair

Board composition

as at 30 June 2026

0-6 years 4

6-9 years 1

9+ years 1

British 3

American 1

Dutch 1

Norwegian 1

Male 5

Female 1

Manufacturing 6

Finance 3

Retail 1

Chemicals 1

Tenure

Nationality

Gender

Relevant experience

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.

External roles:

Non-Executive Director at Billerud AB, C-Loop

Packaging AB and Gmelius SA, and a Director

ofRegina Sarl.

Regi Aalstad

Independent Non-Executive Director

N.B. Elizabeth McMeikan, Senior Independent Non-Executive Director and Chair

ofthe Remuneration Committee, stepped down from the Board on 31 March 2026.

Alastair Murray assumed the role of Senior Independent Non-Executive Director

and Regi Aalstad assumed the role of Chair of the Remuneration Committee, each

with effect from 1 April 2026. Regi Aalstad was the designated Non-Executive

Director for employee engagement until 31 July 2026, with Casper Meijer assuming

this role on 1 August 2026.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

The Board is pleased to report that the Company has applied the Principles and complied with the provisions of the UK Corporate Governance Code 2024 (the ‘2024 Code’) for its

financial year ended 30 June 2026, except for Provision 29, which only applied to the Company from 1 July 2026. The 2024 Code is published by the Financial Reporting Council, a full

copy of which can be viewed on its website www.frc.org.uk.

Compliance with the UK Corporate

Governance Code 2024

Board leadership and Company purpose How the Company has applied the Principles

A. An effective and entrepreneurial Board promotes

the long-term sustainable success of the Company,

generating value for shareholders and contributing to

wider society. The necessary resources, policies and

practices are in place for the Company to meet its

objectives and measure performance.

During the year, the Board focused on delivery of the Company’s strategic priorities and long-term growth objectives. This included

approving the Company’s strategy and budget, reviewing performance against agreed targets and considering the impact of its decisions

onkey stakeholders.

The Board’s discussions and decision making were supported by regular reporting on financial and operational performance, enabling it to

assess progress and take action where necessary.

Further detail on the Company’s strategy, performance and stakeholder engagement can be found on pages 1 to 58, 60 to 61 and 65 to 69.

B. Purpose, values and strategy are set and align with

culture, which is promoted by the Board.

During the year, the Board reviewed and refined the Company’s strategic priorities to ensure continued alignment with its purpose and

long-term objectives. In doing so, the Board considered how the Company’s values are embedded across the organisation and how culture

supports the delivery of strategy.

The Board monitored progress through regular updates on performance, culture and employee engagement, and considered feedback from

key stakeholders when assessing whether the Company’s values were being effectively demonstrated in practice.

Further detail is set out on pages 6 to 11, 33, 65 to 69 and 84.

C. Governance reporting focuses on Board decisions and

their outcomes in the context of the Company’s strategy

and objectives.

During the year, the Board concentrated on the Group’s continued growth in private label and contract manufacturing, with particular focus

on decisions relating to operational performance, managing input costs, transformation activities, M&A, investment and capital allocation.

The outcomes of these decisions are reflected in the Company’s performance over the period and the progress made against its strategic

priorities.

The Board has sought to ensure that this Annual Report provides clear and transparent insight into its decision making, including how the

interests of shareholders and wider stakeholders were considered. The Company has complied with the provisions of the 2024 Code that

were in effect for the Company in the year under review in full.

Further detail on the Board’s principal decisions, outcomes and alignment with strategy is set out on pages 38, 48, 52 to 57 and 77 to 80.

D. Engagement with shareholders and stakeholders is

effective and encourages their participation.

The Board recognises the importance of effective engagement with shareholders and wider stakeholders.

During the year, the Chairman, Chief Executive Officer and Chief Financial Officer engaged regularly with investors through results

presentations, investor meetings, roadshows and the Annual General Meeting. Feedback received was reported to the Board and considered

as part of the Company’s decision-making process.

The Board also considered the interests of employees, customers, suppliers, regulators and local communities through stakeholder

engagement activities, including town halls, meetings, updates and surveys. The Board received regular updates on stakeholder feedback

andconsidered this when making key decisions; further detail on this is set out on pages 23 to 26 and 65 to 66.

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.

The Board maintained oversight of workforce policies and practices to ensure they remained consistent with the Company’s values and

supported the long-term success of the business. The Board reviewed reports on employee engagement (including wellbeing, diversity and

inclusion), talent development, health and safety and ethics (including whistleblowing).

Employees were able to raise concerns through a variety of channels, including line management, employee forums, speak-up arrangements

and the confidential whistleblowing process. The Board received periodic reports regarding matters raised and management’s response.

Further details are set out on pages 23, 33 to 37, 65 to 66 and69.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Compliance with the UK Corporate

Governance Code 2024 continued

Division of responsibilities How the Company has applied the Principles

F. The Chairman is objective and leads an effective Board

with constructive relations.

The Chairman led the Board throughout the year and promoted open, constructive debate among Directors. Board meetings were structured

to allow adequate time for discussion of strategic matters, risk oversight and stakeholder considerations.

The Chairman maintained regular engagement with both Executive and Non-Executive Directors and facilitated constructive relationships

across the Board. The annual Board performance review confirmed that the Board continued to operate effectively and that all Directors

were able to contribute appropriately to Board discussions.

Further details are set out on pages 59 to 61 and 67 to 69.

G. The Board comprises an appropriate combination of

Non-Executive and Executive Directors, with a clear

divisionof responsibilities.

The Board maintained a balance of Executive and Non-Executive Directors with an appropriate mix of skills, experience and perspectives

relevant to the Company’s business and strategy.

Responsibilities between the Chairman, Chief Executive Officer, Senior Independent Director and Committee Chairs were clearly defined

and documented.

Further details are set out on pages 59 to 61 and 67 to 68.

H. Non-Executive Directors commit appropriate time in line

with their role.

During the year, the Board conducted an annual performance review and an external commitments review to ensure Non-Executive Directors

were committing, and able to commit, appropriate time in line with their role.

The Board is satisfied that all Non-Executive Directors devoted sufficient time to fulfil their responsibilities effectively.

Directors attended scheduled Board and Committee meetings throughout the year and participated in additional meetings, strategy sessions

and stakeholder engagement activities when required.

Further details can be found on pages 69, 70, 75 and 101.

I. The Company Secretary and the correct policies,

processes, information, time and resources support

Boardfunctioning.

During the year, the Company Secretary proposed a calendar of events for the Board, ensured that appropriate information was provided to

the Board in a timely manner and that adequate resources were made available to the Board to ensure that it functioned effectively.

Further details can be found on pages 65 to 69.

Composition, succession and evaluation How the Company has applied the Principles

J. There is a procedure for Board appointments and

succession plans for Board and senior management

whichrecognise merit and promote diversity.

The Nomination Committee oversees Board and senior management succession planning and talent pipelines are regularly reviewed by the

Committee and the Board to support long-term organisational resilience.

Recruitment and appointment processes are based on merit against objective criteria, while recognising the benefits of diversity, inclusion

and equal opportunity.

During the year, the Committee reviewed succession plans for both Board and senior management positions and considered future skills and

experience requirements aligned to the Company’s strategy.

Further details can be found on pages 59 and 70 to 74.

K. There is a combination of skills, experience and

knowledge across the Board and its Committees.

Tenureand membership are regularly considered.

The Board continued to maintain an appropriate balance of skills, knowledge, sector experience and personal attributes to support delivery

of the Company’s strategy.

The Nomination Committee regularly reviewed the composition of the Board and its Committees, including tenure, independence and

succession requirements.

A Board skills matrix was maintained and updated during the year to identify strengths and any potential development or recruitment

requirements.

Further details can be found on pages 60, 61, 68 and 70 to 74.

L. Annual evaluation of the Board and Directors considers

overall performance, composition, diversity, effectiveness

and contribution.

An annual performance review of the Board, its Committees and individual Directors was undertaken during the year. The evaluation considered

Board effectiveness, composition, diversity, quality of discussion, decision-making processes and the contribution of individual Directors.

The evaluation identified a number of strengths, including strong and effective Chair leadership, an open and constructive boardroom

environment and a culture of healthy challenge and debate. The evaluation also highlighted opportunities for further enhancement and/or

focus in areas such as artificial intelligence, cyber security and succession planning.

Agreed actions were incorporated into the Board’s annual work programme and progress is monitored regularly.

Further details can be found on pages 59 and 71.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Compliance with the UK Corporate

Governance Code 2024 continued

Audit, risk and internal control How the Company has applied the Principles

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.

The Audit and Risk Committee maintained oversight of the effectiveness and independence of the external auditors and reviewed

compliance with the Company’s auditor independence policies.

The Committee also reviewed the effectiveness of the Internal Audit function, including its resourcing, work programme, findings and

management actions.

The Board, supported by the Audit and Risk Committee, reviewed the integrity of the Company’s financial statements, narrative reporting

and related disclosures before approval.

Further details can be found on pages 75 to 81.

N. A fair, balanced and understandable assessment of the

Company’s position and prospects is presented.

The Board is committed to providing shareholders with a fair, balanced and understandable assessment of the Company’s performance,

position and prospects.

The Board reviewed the Annual Report and supporting disclosures prior to publication and received assurance from management

and the Audit and Risk Committee regarding the accuracy, consistency and completeness of the information presented.

In reaching its conclusion, the Board considered financial performance, principal risks, future prospects and stakeholder matters.

Further details can be found on pages 1 to 58, 81 and 107 to 127.

O. An effective risk management and internal control

framework is in place and determines the extent of the

principal risks the Company is willing to take to achieve

itslong-term strategic objectives.

The Board is responsible for maintaining an effective risk management and internal control framework that supports delivery of the

Company’s strategic objectives.

In the course of the year, the Board (via the Audit and Risk Committee) reviewed the principal risks facing the Company, emerging risks and

the effectiveness of mitigating controls.

The Board (via the Audit and Risk Committee) considered the Company’s principal risk framework and the extent of risk it was prepared to

accept in pursuit of its objectives. Risk reporting and internal controls were reviewed regularly through reports received from management,

Internal Audit and the Audit and Risk Committee.

Further details can be found on pages 52 to 57, 66 and 75 to 81.

Remuneration How the Company has applied the Principles

P. Remuneration policies and practices are designed to

support strategy and promote long-term sustainable

success, with executive remuneration aligned to Company

purpose, values and strategic delivery.

The Company’s remuneration framework is designed to support the delivery of its strategy, reinforce the Company’s values and promote

long-term sustainable success.

Executive remuneration includes an appropriate balance of fixed and variable pay, with a significant proportion linked to the achievement

of strategic, financial and non-financial performance measures.

Incentive arrangements are designed to align the interests of executives with those of shareholders and other stakeholders over the

longer term.

Further details can be found on pages 82 to 90.

Q. A transparent and formal procedure is used to develop

policy and agree executive and senior management

remuneration.

The Remuneration Committee is responsible for developing and overseeing the Company’s Remuneration Policy and determining

remuneration outcomes for Executive Directors and senior management.

The Committee operates within clearly defined Terms of Reference and receives independent advice where appropriate.

The Committee considered workforce remuneration, shareholder expectations, market practice and the Company’s strategic objectives when

making remuneration decisions during the year.

Further details can be found on pages 82 to 83 and 100.

R. Independent judgement and discretion is exercised over

remuneration outcomes taking account of the relevant

wider context.

The Remuneration Committee exercised independent judgement in determining remuneration outcomes and considered overall Company

performance, shareholder experience, risk outcomes and wider workforce considerations.

The Committee retained discretion to adjust remuneration outcomes where formulaic results would not have been considered reflective of

underlying performance or stakeholder experience.

In making its decisions, the Committee sought to ensure remuneration outcomes were fair, proportionate and aligned with the long-term

interests of the Company and its stakeholders.

Further details can be found on pages 82 to 90 and 100.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Introduction

In this Annual Report, we outline how we

have applied the main Principles of the 2024

Code and followed its recommendations.

A cross-referencing table to each Code

Principle can be found on pages 62 to 64.

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 38 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 2026 can be

found on page 66.

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 share

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.

Asexplained 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 continued

in her role as designated Non-Executive

Director for employee engagement until

31July 2026 and her attendance at the

European Works Council meetings has

also assisted the Board in evaluating our

culture. Casper Meijer assumed the role

of designated Non-Executive Director for

employee engagement with effect from

1August2026.

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 2024

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 continued in this

role in the financial year under review.

Regi stood down as the designated

Non-Executive Director for employee

engagement on 31 July 2026 and has been

replaced in this role by Casper Meijer with

effect from 1 August 2026.

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 Employee Voice survey, and

launched our inclusion, belonging and

fairness strategy, a refreshed framework

that builds on our previous DEI efforts in

line with our commitment to creating a

workplace where everyone feels welcomed,

valued and able to bring their authentic self

to work.

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.

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.

Corporate Governance Statement

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Corporate Governance Statement continued

Stakeholder engagement continued

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 2026

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 has principally been on:

(i) governance and risk; (ii) the market

and economic environment; (iii) trading,

financial and operational performance;

(iv)strategic development opportunities;

and (v) training.

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

• Approval of full-year and half-year

announcements and other trading

updates

• Annual Report and Accounts review

and approval

• Consideration of shareholder views

and analyst expectations

• Consideration of the share price

performance

• Reintroducing dividends to ordinary

shareholders

• Implementation of a share buyback

programme

• Funding the EBT

• Review of the management of the

defined benefit pension scheme

• Implementing the IBF strategy

Strategic development opportunities

Matters considered

• Review of divisional and

organisational strategies

• Key operational project progress

reviews, including major capital

expenditure investment proposals

• Transformation programmes

• M&A opportunities and implementation

• Review of talent strategy

• Regulatory affairs updates

Training

Matters considered

• Sustainability

• Health and safety

• Cyber security

• Artificial intelligence

• Diversity, equity and inclusion/IBF

strategy

• UK Corporate Governance Code 2024

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Corporate Governance Statement continued

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 2026, 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

onpage 67.

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 out

on page 61 of this report.

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 70 to 102.

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 70 to 74.

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 75 to 81. 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 82 to 102.

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 2026, 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.

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.

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.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Corporate Governance Statement continued

Roles within the Board continued

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

ITfunctions;

• 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.

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 of

all 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 2025 and 2026.

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

eachAGM.

The appointment and replacement of

Directors is governed by the Company’s

Articles, the 2024 Code, 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

nextAGM.

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

ofinterest.

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.

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 Directorsare subject to

annual re-election at the AGM.

The biographies for each Director seeking

re-election are set out in the 2026 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 72 to 73.

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.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Corporate Governance Statement continued

Policies

Whilst the Board takes overall responsibility

for approving Group policies, including

those relating to business ethics, health and

safety, 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.

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

taking on of any external appointment by

an Executive Director is subject to Board

consent.

There were seven scheduled meetings in the

year to 30 June 2026. 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.

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

scheduled Board meetings. 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.

(1) Elizabeth McMeikan resigned as a Director with effect from 31 March 2026.

(2) Alastair Murray assumed the role of Senior Independent Director with effect from 1 April 2026.

(3) Regi Aalstad assumed the role of Chair of the Remuneration Committee with effect from 1 April 2026.

(4) Casper Meijer was appointed as a Director with effect from 10 March 2026.

Board attendance

The table below shows the attendance at the scheduled Board and Committee

meetings during the year to 30 June 2026.

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

(1)

Senior Independent

Non-Executive Director

5/6 3/3 4/4 4/4

Alastair Murray

(2)

Senior Independent

Non-Executive Director

7/7 4/4 4/4 4/4

Regi Aalstad

(3)

Independent

Non-Executive Director

7/7 4/4 4/4 4/4

Casper Meijer

(4)

Independent

Non-Executive Director

2/2 1/1 0/0 0/0

The Corporate Governance Statement was approved by the Board on 14 September 2026

and signed on its behalf by:

Jeff Nodland

Chairman

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

In 2027, the Committee

will maintain its focus on

succession planning, adapting

as and where necessary to

support 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

Dear shareholder

On behalf of the Nomination Committee,

I am pleased to present the Nomination

Committee Report for the year ended

30June 2026.

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 Nomination

Committee

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:

Alastair Murray, Regi Aalstad and Casper

Meijer. Casper Meijer was appointed as

an independent Non-Executive Director

on 10 March 2026. Elizabeth McMeikan,

an independent Non-Executive Director,

was a member of the Committee until she

stepped down as a Director with effect from

31March 2026. As reported on page 69, the

Committee held four formally scheduled

meetings during the year. Each Committee

member attended all meetings for which

they were eligible to attend during their

respective periods of appointment.

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 training on artificial intelligence, cyber

security, diversity, equity and inclusion (with

the strategy now having been renamed as

inclusion, belonging and fairness, building

on the DEI work previously undertaken),

health and safety, and the UK Corporate

Governance Code 2024.

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.

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 new

Directors.

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

forsuccession.

• Review the Board’s monitoring of

diversity and inclusion initiatives to

ensure compliance with the Board’s

policy.

Governance

• Oversee the Board performance review

process.

• Agree an action plan addressing the

results of the annual performance review

process.

Nomination Committee Report

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Board composition

Reviewed the Board’s skills matrix and the Board and Executive Committee Diversity and Board Succession policies. The Committee

led the process to appoint a new independent Non-Executive Director during the year. Following a comprehensive search and

evaluation process, during which an external search consultancy independent of the Company and its Directors was engaged, the

Committee recommended the appointment of Casper Meijer to the Board, having concluded that his skills, experience and personal

qualities would further strengthen the Board’s composition and support the Company’s long-term strategy.

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 2026 AGM.

Review of performance and

effectiveness during 2026

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 pages 60 to 61.

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 73.

Succession, talent and capability

During the year, the Committee undertook a review of Board leadership roles and succession planning. Following this review and

in light of Liz McMeikan’s retirement, and having considered the skills, experience, independence and contribution of the Board’s

members, the Committee recommended the appointment of Alastair Murray as Senior Independent Director and Regi Aalstad as Chair

of the Remuneration Committee. The Board subsequently approved these recommendations and their appointments each took effect

from 1 April 2026.

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 to further develop the Executive Committee members in light of the Leadership Enterprise Success project

focused on the Executive Committee members that was undertaken with Korn Ferry in the prior financial year.

Nomination Committee Report continued

Key responsibilities of the Nomination Committee continued

Committee activities

Our principal activities during 2026 and up to the date of approval of this Annual Report were as follows:

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Nomination Committee Report continued

Assessing Board performance

Progress against 2025 actions

In last year’s Annual Report, the Board reported on the key areas of focus from the 2025 Board evaluation. The table below sets out the Board’s progress in the key areas of focus.

Key areas of focus from our 2025evaluation Actions to be taken throughout the year Progress

Risk

Continuing to further improve oversight

of risk, particularly in terms of how well

the Board is prepared for a crisis.

• Further work has been undertaken to identify and monitor each of the Group’s principal

risks and uncertainties.

• Deep-dive sessions on priority risks are now embedded in the Audit and Risk

Committee’s annual calendar.

• Crisis simulation exercises have continued.

• Board training has been given in priority areas of risk.

• Consideration has been given as to how risks can be eliminated or mitigated.

Culture

Continuing to further improve oversight

of establishing and embedding the

Group’s culture.

• Culture reporting has been embedded into the annual Board cycle.

• Oversight of culture has been strengthened to ensure employees’ perceptions are

understood, and management can be challenged.

• Acting upon information to challenge whether the culture is appropriate and taking

action where enhancements can be made.

• Ensuring there is appropriate training in place to embed the Group’s culture.

Succession

Further developing succession planning

for the Group’s Non-Executive Directors.

• Completed a structured skills and tenure review of the Board members.

• Identified future skills and experience needed aligned to the Group’s strategic priorities,

and certain potential future candidates.

• Expanded the external talent pipeline.

• Appointed Casper Meijer as a new independent Non-Executive Director.

• Internal Board development activities.

2026 Board performance review process

The Board recognises the importance and benefits of continually monitoring the Board’s effectiveness. In June 2026, the Board conducted an online performance review, led by the

Chairman. The review was internally facilitated. The respondents included the Board and the Company Secretary, who anonymously answered questions, before a report was prepared by

the Company Secretary based on the results of the self-assessment, which the Chairman 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 review covered themes regarding: (i) processes that underpin the Board’s effectiveness; (ii) the Board and its Committees’ constitution and commitment; (iii) Board dynamics;

(iv) culture, stakeholder oversight and strategy; (v) each of the Board’s Committees; and (vi) the individual Directors. 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, Alastair Murray, received feedback from the Non-Executive Directors with regard to the Chairman’s performance separately to the Board evaluation.

Alastair discussed the feedback and any areas of development with the Chairman.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Assessing Board performance continued

2026 Board performance review findings

The Board’s main strengths identified by the review were:

• the Board relationships between Non-Executive Directors and Executive Directors,

withconstructive debate welcomed;

• healthy Board dynamics;

• effective chairmanship of the Board and the Committees;

• the regard had for the interests and views of all stakeholders; and

• the flow and quality of the information received.

Areas of focus for2027 Commentary and actions

Artificial intelligence

Continuing to enhance the Board’s understanding and

oversight of artificial intelligence, with a particular focus on

the opportunities it presents for the Group, the governance

framework supporting its use, and the associated risks.

Cyber security

Continuing the strong focus on cyber security and

resilience, including reviewing the Group’s cyber risk

management framework, preparedness for emerging

threats and incident response capabilities.

Succession

Further developing succession planning for the Board and

senior management, ensuring the Company maintains a

strong pipeline of talent and leadership capabilities aligned

with its long-term strategic objectives.

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.

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.

The Committee 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

and will look to implement the succession plan as and when it believes that there is a

requirement for new Directors.

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

those roles

Assess the individuals to

undertake the roles

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. Where

internal 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.

Allexisting 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 on the next page.

In 2026, 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. The Board 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.

Nomination Committee Report continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Nomination Committee Report continued

Diversity and inclusion continued

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 three non-UK nationals on the Board and a further three non-UK nationals on the Executive Committee, the Company is well placed to continue on this journey.

At 30 June 2026, one out of six members of the Board was female (16.7%), two out of six members of the Executive Committee were female (33.3%) and 16 out of 52 of the direct reports

to the Executive Committee were female (30.8%)

(1)

At 30 June 2026, 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 Casper Meijer with effect from 10 March 2026 and resignation of Elizabeth McMeikan with effect from

31 March 2026 decreased the proportion of women on the Board. The proportion of women on the Board is now 16.7%.

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 meet or exceed

this target.

To ensure that at least one of the senior Board

positions (Chair, CEO, SID or CFO) is a woman

At present, all senior Board positions are held by men. This follows Elizabeth McMeikan stepping down as a Director and as

Senior Independent Director in March 2026. As stated above, the Committee is hopeful that any future recruitment will enable

the Board to meet this target.

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. At 30 June 2026, two out of six members of the Executive Committee were female (33.3%)

and 16 out of 52 of the direct reports to the Executive Committee were female (30.8%)

(1)

. 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 three 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.

2027 objectives

In 2027, the Committee will maintain its focus on succession planning, adapting as and where necessary to support 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

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

As the Company’s

Transformation continued,

with Wave 1 of the SAP

S/4HANA implementation

now fully exited and Wave 2

progressing, the Committee

maintained a strong focus on

risk management and internal

controls, ensuring alignment

with the UK Corporate

Governance Code 2024.

Alastair Murray

Chair of the Audit and Risk Committee

Dear shareholder

On behalf of your Board, I am pleased to

present the Audit and Risk Committee

Report for the year ended 30 June 2026.

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 2026, we carried out

our usual work as set out on page 76.

In addition, as the Company continues

its transformation journey, including

preparations for the beginning of the SAP

S/4HANA rollout in the EU (following its

implementation in the UK in the year under

review), the Committee has maintained

a strong focus on risk management and

internal controls, and ensuring alignment

with the requirements of the UK Corporate

Governance Code 2024.

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 ongoing impact of

macroeconomic developments on the

Group’s performance and viability;

• reviewing tax matters impacting the Group;

• reviewing the Group’s arrangements for

compliance with the FRC’s UK Corporate

Governance Code, insofar as they

relate to areas within the Committee’s

responsibility, and monitoring the

Committee’s alignment with the FRC’s

Audit Committees and the External

Audit: Minimum Standard;

• reviewing the adequacy of the Group’s

whistleblowing helpline, the calls

received through the service and

management’s response to them;

• reviewing the effectiveness of the

Group’s systems of risk management

andinternal control;

• reviewing the effectiveness of the

Internal Audit function, monitoring

its activities and resourcing, receiving

regular Internal Audit and risk

management reports, and approving

both the annual Internal Audit Plan and

the Internal Audit Charter; and

• approving the appointment,

re-appointment, remuneration and

removal of the independent auditors, as

well 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 CGI: The Chartered

Governance Institute.

They were last revised in July 2026 to take

account of Provision 29 of the UK Corporate

Governance Code 2024 that applied to

the Company from 1 July 2026. A copy

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, Elizabeth McMeikan and Casper

Meijer served as members of the Committee

throughout the year

(1)

. As reported on page

69, the Committee met four times during

the year, with all Committee members

attending all meetings that they were

eligible to attend.

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,

witha broad range of fast-moving consumer

goods (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.

Audit and Risk Committee Report

(1) Elizabeth McMeikan resigned as a Director with

effect from 31 March 2026 and Casper Meijer

wasappointed as a Director with effect from

10March 2026.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Composition of the Audit and Risk

Committee

continued

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.

Effectiveness of the Audit and

RiskCommittee

As part of the annual Board performance

review, the effectiveness of the Committee

was reviewed. It was determined that the

Committee continues to be effective in

its role. More details on how the annual

Board performance review was conducted

can be found on pages 72 and 73 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 pages 60 to 61. 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.

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 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 has considered and

approved the terms of engagement

and fees of PwC for the year ended

30June2026. Fees payable by the Group

to PwC totalled £1.4 million (2025: £1.3m)

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 2026. The independent

auditors are required to rotate the audit

engagement partner every five years.

Jonathan Studholme began his appointment

as audit engagement partner in July

2026, therefore the audit in respect of the

financial year ended 30 June 2026 was his

first audit cycle.

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

areexcluded.

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

£54,563 (2025: £52,700) in respect of

non-audit services. Thesenon-audit

services included £53,213 (2025: £51,300)

of other non-audit assurance services. The

Committee is of the view that this has not

threatened the independence or objectivity

of the independent auditors.

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.

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 77 and 78. 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.

Audit and Risk Committee Report continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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.

Audit and Risk Committee Report continued

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.

Thereview 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 2029 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 as at 30 June 2026, the Group had a €240 million multi-currency,

sustainability-linked RCF with a tenor to November 2029, as well as access to a further €35 million remaining within its accordion feature. 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 2029. 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.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Matters considered Committee review and conclusions

Tax and treasury

matters

The Committee continued to review the Group’s Tax Strategy and monitor tax governance and compliance with transfer pricing and deferred tax rules.

The Committee recommended for Board approval the Group’s Tax Strategy for 2026; 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 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.

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 2026, the Group recognised a deficit in the scheme of £18.1 million (30 June 2025: £23.0m). The decrease in deficit is due to deficit reduction

contributions paid by the Group and an increase in discount rate. The decrease was partially offset 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 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

£32.3 million (further details can be found in the CFO’s Report). The funding arrangements and recovery plan will be next reviewed by McBride and the

Trustee as 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 Pension Schemes Act 2026 (the ‘Act’),

passed into law on 29 April 2026, has subsequently introduced legislation that provides pension schemes that are missing necessary S37 certificates a

mechanism to obtain retrospective certification. Following the mechanism introduced by the Act to obtain retrospective confirmations, the Group and

theTrustee do not expect the Virgin Media ruling to give rise to any additional liabilities.

Provision 29 of

the UK Corporate

Governance Code

2024

The Group already has an established programme to test the effectiveness of its internal controls through year-end self-assessment questionnaires and

control validation programmes. In the year ended 30 June 2026, this entire process was focused on material controls, covering financial, operational,

reporting and compliance risks. Material controls have been defined as those that are critical to the Group’s overall risk management and internal control

framework, deemed essential for the Group’s key financial, operational, reporting and compliance activities. This programme, including its in-built governance

mechanisms that are in place, allows the Group to comply with the requirements of Provision 29 of the UK Corporate Governance Code 2024 and to support

the required statement in our 2027 Annual Report over the effectiveness of this programme and the overall effectiveness of the material controls. During the

year, the Committee received updates on the Group’s material controls assessment programme, thereby providing an overview of the Group’s preparations

for the enhanced risk and control disclosures required by the Code in 2027.

Audit and Risk Committee Report continued

Significant judgements and estimates continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Audit and Risk Committee Report continued

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 Group continued to enhance its risk

management processes and activities

during the year, following on from the work

to update the overall risk management

policy and risk taxonomy framework in

2025, to be reviewed and approved every

three years. 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.

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 2026 can be found on

pages 52 to 57.

The Committee also continues to be

responsible for ratifying the Risk Council’s

Terms of Reference on a three-yearly basis

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.

• Provides Group-wide awareness,

oversight and monitoring of the Group’s

crisis management framework.

• Periodically reviews KRIs submitted

by the business, before reporting and

escalating the same to the Executive

Committee.

• Accesses internal and external

knowledge, expertise and insight.

• 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

of principal risks conducted by the

Risk Council, recommending these for

approval by the Board.

• 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

thebusiness.

Audit and Risk Committee

• Supports the delivery of the Group’s

strategy in the context of the risk

management framework.

• Approves the principal risks for the

Group, on behalf of the Board.

• 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

ofKRIs.

• 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.

• 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.

• Empowers the Committee to approve the

principal risks for the Group on its behalf.

• 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;

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Risk management and internal control

environment

continued

• 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.

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;

• continued 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;

• monitoring of the previously developed

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

theBoard;

• 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.

The assessment covered financial,

operational and compliance controls

together with financial reporting processes.

Internal Audit

The Internal Audit function carried out

a range of reviews across the Group,

providing independent assurance to the

Committee on the design and operating

effectiveness of internal controls to

mitigate financial, operational, regulatory

and compliance risks. These activities are

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.

The purpose, authority and responsibilities

of the Internal Audit and Risk function

have been revised and refreshed during

the year and are embodied in the Internal

Audit Charter, which the Committee has

reviewed and approved in 2026, as part

of a three-year approval cycle. In addition,

the Head of Internal Audit confirms its

independence to the Committee on

an annual basis. This is supported by

the fact that the Head of Internal Audit

reports functionally to the Audit and Risk

Committee, whilst reporting administratively

to the CFO for pay and benefits. This

enables Internal Audit’s independence

fromoperational decision making.

Audit and Risk Committee Report continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Internal Audit continued

In addition, the Head of Internal Audit has

unrestricted access to the Chair of the Audit

and Risk Committee, with regular meetings

held between them. 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.

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 2025, which noted a

high degree of competency, independence

and objectivity, together with strong

quality and coverage, comprehensive and

pragmatic recommendations, and a good

level of conformance with the Global

Internal Audit Standards (GIAS).

Key areas of further improvement that

had been identified in 2025 have been

substantially addressed and reviewed by

the Committee, thereby ensuring that the

Internal Audit function can seamlessly and

effectively transition into a value-adding

business partner for the future.

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 information

to assess the Group’s position, performance,

strategy and business model, and has

undertaken to report accordingly to

theBoard.

The Audit and Risk Committee Report was

approved by the Board on 14 September

2026 and signed on its behalf by:

Alastair Murray

Chair of the Audit and Risk Committee

Audit and Risk Committee Report continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

In 2026, the focus has

been aligning reward with

performance, accountability

and long-term value delivery,

whilst recognising resilient

delivery in a challenging year.

Regi Aalstad

Chair of the Remuneration Committee

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2026,

my first since becoming Chair of the

Remuneration Committee on 1 April

2026. I would like to sincerely thank

my predecessor, Elizabeth McMeikan,

for a thorough handover and for her

committed leadership as Chair for the

past six years. I summarise below how

the business performed during the year,

the remuneration outcomes for 2026, and

how we intend to operate the Directors’

Remuneration Policy (the ‘Policy’) in 2027.

Performance of the business in 2026

The Committee considered the Group’s

performance in the context of a challenging

operating environment. Revenue increased

to £934.2 million, reflecting resilient

customer demand and pricing actions,

whilst adjusted operating profit

(1)

£59.0million was adversely impacted by

significant input cost inflation and supply

chain disruption arising from geopolitical

events during the second half of the year.

Notwithstanding these external headwinds,

the Group maintained a strong financial

position, delivered robust cash generation,

continued to make progress against

its strategic priorities and advanced its

Transformation programme. The Committee

concluded that management responded

effectively to the challenges encountered

during the year, and that performance

reflected the resilience of the business

and the strength of its long-term strategic

positioning.

Incentive outcomes

At the start of 2026, the Committee agreed

annual bonus targets based on the key

financial metrics of adjusted operating profit

and overhead cost reduction (80%), as

well as the delivery of strategic objectives

(20%). The financial targets took into

account internal and external expectations

at the time, and the strategic objectives

focused on Transformation initiatives and

the delivery of value-adding plans. The

Group delivered adjusted operating profit

(1)

of £59.0 million in 2026 and overheads

accounted for 21.8% of sales. Both of these

achievements were below their respective

thresholds and therefore no bonus is

payable in respect of the financial metrics.

The Executive Directors performed well

and delivered the majority of their strategic

objectives and this would, ordinarily, have

resulted in some bonus payout. However,

the terms of the 2026 annual bonus plan

included a minimum profit threshold and,

as adjusted operating profit was below

the threshold, no bonus became payable

against the strategic objectives, despite

their achievement. Therefore, no bonus

was earned in respect of the financial year

ended 30 June 2026.

Further details on the bonus targets and

strategic objectives are set out in the

Annual Report on Remuneration.

Long-Term Incentive Plan (LTIP) share

awards were granted to the Executive

Directors and other senior management in

2023. These awards vest in 2026. The 2023

award was based on cumulative adjusted

basic earnings per share (EPS)

(1)

growth and

annual average adjusted ROCE

(1)

, each with

an equal weighting and measured to 30

June 2026. Both measures were achieved in

full, reflecting the strong recovery over the

lastthree-year period.

• 2023 LTIP awards:

– Adjusted basic EPS

(1)

(50%): Reflecting

the profit recovery over the period,

cumulative adjusted basic EPS over

the three years of 65.9 pence was

above the maximum of 43.1 pence.

Asa result, this element of the award

will vest in full.

– Annual average adjusted ROCE

(1)

(50%): The average adjusted ROCE

over the three-year period was 31.3%,

which was driven by strong recovery

in profit, and this was also above the

maximum target set (23.8%). This

element will vest in full.

– The overall vesting outcome was

therefore 100% of maximum.

The Committee believes that the increase

in the share price over the three-year

performance period is due to the very

strong recovery 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 average adjusted operating profit

in excess of £64 million over the previous

three financial years, compared to markedly

lower and more variable levels prior to 2024.

In addition, most of the value of the vesting

2023 LTIP awards was created through

share price growth resulting from the

turnaround delivered by the executive team,

with shareholders also benefitting from this

value accretion. Therefore, in the view of the

Committee, the 2023 LTIP outcome is afair

reflection of performance.

The annual bonus and LTIP outcomes reflect

the Group’s performance against distinct

short-term andlong-term performance

measures.

Remuneration Committee Report

Annual Statement

(1) Please refer to APM in note 30.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Incentive outcomes continued

The Committee is satisfied that the resulting

outcomes appropriately align reward with

performance and shareholder experience

and, accordingly, nodiscretion has been

applied to this year’soutturns.

Directors’ Remuneration Policy review

Our last Policy was approved by

shareholders at the 2023 AGM. Ahead of the

expiry of its three-year term, the Committee

undertook a review of remuneration ahead

of a binding shareholder vote on a new

Policy at the 2026 AGM. The Remuneration

Committee reviewed the Policy with the

following aims in mind. The Policy should:

• Attract, retain and motivate high-calibre

senior executives and focus them on

the delivery of the Group’s strategic

andbusiness objectives.

• Be competitive against appropriate

market remuneration benchmarks, with

the scope to earn above-market rewards

for strong performance.

• Be simple and understandable, both

internally and externally.

• Achieve the appropriate consistency of

approach across the senior management

population.

• Take due account of good governance,

including legal or regulatory

requirements in the jurisdictions in which

McBride operates, and promote the

long-term success of the Group.

The Committee concluded that the current

pay structure (comprising salary, benefits,

pension, an annual bonus (with deferral)

and annual awards of Restricted Share Units

(RSUs) and LTIPs) works well. It provides

an appropriate focus on performance and

alignment with shareholders. Therefore, the

overall structure will be retained.

As part of the review, the Committee

undertook benchmarking of compensation.

Given McBride’s transformation as a

business, the committee felt it was

important to carry out refreshed and

extensive benchmarking to ensure relevant

comparators were used.

While McBride’s current market

capitalisation places it in the FTSE

SmallCap, on other metrics, such as Group

revenue (c.£930 million) and headcount

(c.3,000 employees), we are above typical

SmallCap levels. Furthermore, we are a

multinational company with operations in 19

locations across 14 countries as at 30 June

2026.

To reflect McBride’s transformation, size

and nature of business, we benchmarked

Executive Directors’ remuneration using

a bespoke group of UK-listed companies

of a similar market capitalisation and with

minimum levels of turnover (>£250 million)

and headcount (>400 employees) and

with at least 10% of revenue derived from

overseas (McBride: 82.2%). This group

more closely reflects McBride’s size and

complexity.

Having considered the benchmarking

data and the strong performance of

our Executive Directors, the Committee

increased the CEO’s and CFO’s base

salaries by 10% (in addition to a workforce

increase of 2.5%). The increase was applied

from 1January 2026, which is in line

with our salary increase review date and

past practice. The resulting base salaries

(£543,227 for the CEO and £356,663 for

theCFO) remain below their respective

medians (CEO: £585k; CFO: £400k).

We will keep our pay arrangements under

review and consider whether a review might

be undertaken prior to 2029, the expiry of

the 2026 Policy.

The Company did not undertake formal

consultation with employees in relation

to the development of the Directors’

Remuneration Policy during the reporting

period.

Approach to remuneration in 2027

The Committee has considered carefully

how the Policy should be applied in 2027:

• A base salary review will be undertaken

with increases, if any, to take into account

the general workforce increases and to

be effective from 1 January 2027.

• Annual bonuses will be based on

adjusted operating profit (60%), net debt

(20%) and personal objectives (20%).

• An RSU grant of 30% of salary will be

made to each of the CEO and CFO.

• The 2026 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 basic EPS and

50% on average annual return on capital

employed (ROCE).

I 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 two remuneration

resolutions being tabled at the 2026 AGM.

Regi Aalstad

Chair of the Remuneration Committee

Remuneration Committee Report continued

Annual Statement continued

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Remuneration Committee Report continued

Directors’ Remuneration Policy

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 2024 UK Corporate

Governance Code and the Financial Conduct Authority’s Listing Rules. It takes into account

the accompanying

Directors’ Remuneration Reporting Guidance and the relevant policies of

the shareholder representative bodies. This section of the Remuneration Report comprises

the

Directors’ Remuneration Policy and will be subject to a binding shareholder vote at the 2026

Annual General Meeting.

If approved by shareholders at the AGM to be held on 19 November 2026, the Policy will be

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.

Key considerations when determining the Policy

The Remuneration Committee designed the Policy with the following aims in mind.

ThePolicy should:

• Attract, retain and motivate high-calibre senior executives and focus them on the

delivery of the Group’s strategic and business objectives.

• Be competitive against appropriate market remuneration benchmarks with the scope

toearn above-market rewards for strong performance.

• Be simple and understandable, both internally and externally.

• Achieve the appropriate consistency of approach across the senior management

population.

• Take due account of good governance, including legal or regulatory requirements in the

jurisdictions in which we operate, and promote the long-term success of the Group.

In seeking to achieve the above objectives, the Committee is mindful of the views of a

broad range of stakeholders in the business and accordingly takes account of a number

of factors when setting remuneration. This includes market conditions, pay and benefits in

relevant comparator organisations, terms and conditions of employment across the Group,

the Group’s risk appetite, the expectations of institutional shareholders and feedback from

shareholders and other stakeholders.

Key changes to the Policy

The Committee believes that the Policy which was approved by shareholders in 2023

continues to operate well and, therefore, no substantive changes have been made to the

proposed 2026 Policy. The annual bonus, RSU and LTIP maximum opportunities remain

unchanged.

Policy table

The following table summarises how each element of the Policy operates.

Base salary

Purpose and link to strategy

• To ensure the Group is able to recruit and retain high-calibre executives who are capable of

delivering the Group’s strategic objectives, reflecting each individual’s experience and role within

the Group.

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 typically effective from January or from the start of the financial year.

Maximum

• Salaries are normally reviewed annually and may be increased each year. There is no maximum,

but increases will take into account prevailing market and economic conditions, the approach

to workforce pay throughout the organisation, as well as reflective of the overall financial

performance of the Group.

• Percentage increases beyond those granted to the workforce may be awarded in certain

circumstances, such as where we need to be competitive to reflect the Company’s scale and

business nature, to address salaries that have fallen behind market rates, or where there is a

change in the individual’s role or responsibility. In addition, a higher increase may be made

where an individual had been appointed to a new role at a below-market salary whilst gaining

experience. Subsequent demonstration of strong performance may result in a salary increase that

is higher than the wider workforce.

Performance measures

• Not applicable.

McBride plc Annual Report and Accounts 2026

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Remuneration Committee Report continued

Directors’ Remuneration Policy continued

Policy table continued

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.

• Executive Directors may become eligible for other benefits to align with market practice or those

which are introduced for the wider workforce.

Maximum

• The benefit provision is reviewed periodically. No maximum level is set on the value or cost of

benefits provided.

Performance measures

• Not applicable.

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 and to provide a contribution towards life in retirement.

Operation

• Employer’s contribution into the Company’s defined contribution or other pension scheme, or in

agreed circumstances, a cash allowance in lieu of pension or a mix of both.

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.

Annual bonus

Purpose and link to strategy

• The purpose of the annual bonus is to incentivise delivery of the Group’s financial and/or

non-financial objectives and to ensure that Executive Directors and senior executives are fairly

rewarded for their contribution to the success of the Group.

• The deferred element of the bonus provides alignment of Directors’ interests to the interests of

shareholders through enhanced shareholdings.

Operation

• The annual bonus is based on the achievement of performance conditions which are set by the

Committee each year.

• Performance criteria are typically based on performance over the relevant financial year and

include financial measures, 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.

• Non-financial, strategic or 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 deferred in shares

via the Deferred Bonus 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 (including voluntarily deferred shares and matching awards) 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 covering the period from grant to vesting.

• 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. This can include an

upwards or downwards adjustment.

• The deferred share element of the annual bonus is subject to malus and clawback

(1)

Maximum

• 100% of base salary.

Performance measures

• The majority of the bonus will be assessed against stretching financial performance measures,

with the remainder of the bonus being based on the achievement of non-financial, strategic or

personal objectives. Irrespective of achievement against the personal targets, the Committee

may set an underpin so that no bonus (or a reduced 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 may 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. The associated

discovery period runs through to the third anniversary of payment of the bonus or the grant of the DBP

award as relevant. Malus and clawback can be effected by reduction of future bonus, reduction of existing

awards and/or a requirement to make a cash payment.

McBride plc Annual Report and Accounts 2026

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Remuneration Committee Report continued

Directors’ Remuneration Policy continued

Policy table continued

Restricted Share Units (RSUs)

Purpose and link to strategy

• To ensure the Group is able to recruit and retain high-calibre executives.

• To enhance alignment with shareholders.

Operation

• 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 covering the period from grant to vesting or the expiry of the holdingperiod.

• Subject to malus and clawback

(1)

Maximum

• Awards of up to 30% of salary may be granted annually.

Performance measures

• Not applicable.

Long-Term Incentives

Purpose and link to strategy

• The objectives of the Long-Term Incentive Plan (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 may be granted at the Committee’s discretion. The awards typically vest after three

years subject to continued employment and the satisfaction of performance conditions. A two-year

post-vesting holding period applies to all vested awards (savefor the sale of any shares to cover tax).

• 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 covering the period from grant to vesting or the expiry of the holdingperiod.

• The Committee will operate the LTIP according to its respective rules and in accordance with the

Listing Rules and HMRC rules, whererelevant.

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.

Performance measures

• Vesting of awards would normally be based on key measures of performance (such as, but not

limited to, EPS and ROCE), selected by the Committee and are normally 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. Other strategic non-financial measures

may apply.

• 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. Typically, 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 may 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. The associated

discovery period runs through to the third anniversary of payment of the bonus or the grant of the DBP

award as relevant. Malus and clawback can be effected by reduction of future bonus, reduction of existing

awards and/or a requirement to make a cash payment.

McBride plc Annual Report and Accounts 2026

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Remuneration Committee Report continued

Directors’ Remuneration Policy continued

Policy table continued

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 typically payable in cash,

although there is flexibility for payment inshares.

• They are not eligible to participate in bonus or share incentive schemes.

• Their services do not qualify for pension or other benefits.

• Expenses incurred (taxable or otherwise) 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 the amount 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

• There is no cap on Non-Executive Directors’ fees except that the aggregate annual sum for

Non-Executive Director fees cannot exceed the figure specified in the Articles of Association of

McBride plc.

Performance measures

• No element of the Chairman’s or the Non-Executive Directors’ fees is performance related.

Share ownership guidelines

Purpose and link to strategy

• Executive Directors and other senior executives are encouraged 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 (including those in a holding period), unvested RSU awards

and deferred bonus 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 following the approval of the 2023 Policy. Shares purchased from the executives’ own

funds are not included in the post-cessation shareholding guideline requirement.

Maximum

• 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.

Committee discretion in the operation of variable pay schemes

The Committee operates the Group’s incentive plans according to their respective rules and in accordance with HMRC requirements and the Listing Rules, where relevant. The Committee,

consistent with market practice, retains discretion over a number of areas relating to the operation and administration of the plans. The extent of such discretion isset out in the relevant

plan rules and the Remuneration Policy table above.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Remuneration Committee Report continued

Directors’ Remuneration Policy continued

Committee discretion in the operation of variable pay schemes continued

The Committee will apply certain operational discretions to ensure the efficient

administration of the plans which include, but are not limited to:

• selecting the participants;

• timing of grant;

• quantum of awards, including determining the actual number of shares granted,

takinginto account share price and wider factors;

• setting the performance criteria, respective weightings of performance measures

andthe associated targets;

• determining the extent of vesting based on the assessment of performance;

• determining ‘good leaver’ status;

• the form of payment; and

• making appropriate adjustments required in certain circumstances, including overriding

formulaic outcomes and scaling back awards in respect of variable pay outturns.

The Committee may vary the performance conditions applying to share-based awards if an

event occurs which causes the Committee to consider it would be appropriate to amend

the performance conditions, if the Committee considers the varied conditions are fair and

reasonable and not materially less challenging than the original conditions.

Any use of such discretion would, where relevant, be explained in the Annual Report on

Remuneration. Any proposed application of this discretion to make an upward adjustment

may, if appropriate, be the subject of consultation with shareholders.

Statement of consideration of shareholder views

The Committee considers the feedback from shareholders at the AGM each year and

guidance from shareholder representative bodies more generally. In addition, the

Committee consulted extensively with major shareholders in the development of the Policy

approved in 2023 and there have been no substantive changes to that Policy in 2026.

Statement of consideration of employment conditions elsewhere in the Group

Workforce remuneration data is provided to the Committee on a regular basis by the Chief

HR Officer. Recognising there are good reasons for the level and structure of executive

pay to differ from that of the wider employee population, the Committee will continue to

consider pay across McBride, reflecting on the appropriate alignment with the principles

which guide executive remuneration across the wider employee population.

Differences in the Policy for executives relative to the broader

employeepopulation

The Policy for the Executive Directors is informed by the structure operated for the broader

employee population. Pay levels and components vary by organisational level but the broad

themes and philosophy remain consistent across the Group:

• Salaries are reviewed annually with regard to the same factors as those set out in the

Policy table for Executive Directors.

• Members of the Executive Committee participate in an annual bonus plan aligned

with that offered to the Executive Directors. Other members of senior management

participate in the same plan, dependent on performance of the Group or performance

ofbusiness division, according to their role and level.

500

1,000

1,500

2,000

2,500

£k

Minimum

CEO CFO CEO CFO CEO CFO CEO CFO

On-target

Maximum

Maximum plus 50%

share price growth

£789k

100.0%

59.2%

42.1%

29.0%

36.7%

25.3%

38.0%

20.4%

£1,332k

£1,875k

£2,147k

£525k

£864k

£1,203k

£1,363k

100.0%

60.8%

20.6%

18.6%

43.7%

29.7%

26.7%

38.5%

26.2%

35.3%

Fixed pay Annual bonus Long-term incentives

CEO and CFO

• Members of the senior management team can be considered for awards under the

LTIP. This is intended to encourage share ownership in the Company and align the

management team with the strategic business plan.

• Eligibility for and provision of benefits and allowances varies by level and local

marketpractice.

Reward scenarios for Executive Directors

The Company’s Policy results in a significant proportion of remuneration received by

Executive Directors being dependent on Company performance. The composition and

total value of the Executive Directors’ remuneration package for the financial year 2026/27

at minimum, on-target, maximum performance and maximum with share price growth

scenarios are set out in the following charts. Assumptions used in determining the level

ofpayout under given scenarios are as follows:

• Minimum = base salary at 1 July 2026, estimated 2027 benefits, pension contribution

of8% of salary (fixed pay) and 30% of salary grant of RSUs.

• On-target = 50% of the 2027 annual bonus opportunity payable and 50% of the 2027

LTIP awards vesting.

• Maximum = 100% payable of the 2027 annual bonus (based on a maximum of 100% of

salary for the CEO and CFO) and 100% of the 2027 LTIP awards vesting (based on a face

value of 100% of salary for the CEO and 90% of salary for theCFO).

• Maximum with share price growth = as per maximum but with a 50% share price growth

assumed on LTIP awards.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Remuneration Committee Report continued

Directors’ Remuneration Policy continued

Recruitment policy

• The Committee will set a base salary appropriate to the calibre, experience and

responsibilities of the new appointee. In arriving at a salary, the Committee may take

into account, amongst other things, the market rate for the role, internal relativities and

his or her salary level prior to joining the Board. The Committee has the flexibility to set

the salary of a new Executive Director at a lower level initially, with a series of planned

increases implemented over the following few years to bring the salary to the desired

positioning, subject to individual performance. The Committee has the ability to set the

salary of a new Executive Director at a rate higher than the market level to reflect the

criticality of the role and the experience and performance of the individual.

• New Director remuneration arrangements will be based upon and within the limits of the

various elements as set out in the Policy table, including the maximum bonus, RSU and

LTIP opportunities.

• Depending on the timing and responsibilities of the appointment, it may be necessary

to set different bonus/LTIP performance measures and targets from those applicable

toother Executive Directors.

• Executive Director buy-out payments may be made to facilitate the buy-out of value

forfeited on joining the Company for an external appointment. These payments would

typically be in the form of an enhanced LTIP award under the rules and maximums

permitted under the Company’s LTIP rules at that time or under the Restricted Share

Plan or in cash. Listing Rule 9.4.2 may be used for this purpose, if required. Such

payment would take account of remuneration being relinquished, including the nature

and time horizons attached to such remuneration and the impact of any performance

conditions and the form of award being forfeited i.e. share awards or cash. Any

replacement remuneration will seek to mirror, as far as possible, the remuneration being

forfeited. In the event of McBride acquiring or merging with a business, awards held at

the former employer may be rolled over into awards over McBride shares.

• Relocation packages, generally consisting of out-of-pocket expenses, together with

any additional costs solely attributable to the relocation may be offered in situations

deemed essential in order to carry out the relevant role successfully. Any package

will bedesigned to ensure the new recruit becomes effective in their role as soon as

possible, with minimal distractions from any relocation.

• In respect of internal promotions, any remuneration commitments made before such

promotion (whether or not they would fall within the principles of the Company’s current

Remuneration Policy) may form part of that Director’s remuneration package, with the

expectation that any such commitments would be phased out over time.

• It is intended that the value of any element of normal remuneration will generally be

onthe same basis as the existing Directors (pro-rated where appropriate dependent

ontime of joining the Company) and elements such as buy-out payments being no

higher than the expected value of the forfeited arrangements.

Executive Director compensation on loss of office

• On termination of an Executive Director’s service contract, the Committee will seek to

provide the minimum compensation applicable to the individual’s employment contract.

• The Committee will take into account the departing Director’s duty to mitigate their loss

when determining the amount of compensation.

• In the event of an early termination, any compensation commitments will be within

the principles of the Company’s approved Remuneration Policy (or if an amendment

to the Policy authorising the Company to make the payment has been approved by

shareholders).

• Directors’ service contracts confirm that the Company may terminate the contract with

immediate effect by making a payment equal to base salary for any unexpired period

of notice. The Company also has the option to pay notice month by month that would

reduce or cease if the departing Director obtained other employment.

• There are no agreements between the Company and its Directors or employees

providing for additional compensation for loss of office or employment (whether

through resignation, purported redundancy or otherwise) that may occur in the event

ofa takeover bid. It is also the Company’s policy not to include liquidated damages

clauses in service contracts, unless there is a clear explainable benefit for the Company

in doing so. None of the Executive Director service contracts contain any such liquidated

damages provision.

• Statutory redundancy payments will be made as appropriate.

• Costs attributable to outplacement and/or legal fees associated with the termination

of an Executive Director’s service contract may be paid by the Company, where

appropriate.

• Payments may be made by the Company where appropriate to settle claims brought

against the Company, such as unfair dismissal.

• In circumstances in which a leaving Director may be entitled to pursue a legal claim,

theCompany may negotiate settlement terms if it considers this to be in the best

interests of the Company and, with the approval of the Committee on the remuneration

elements therein, enter into a settlement agreement.

• The leaver treatment for each element of pay is summarised in the following table.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Remuneration Committee Report continued

Directors’ Remuneration Policy continued

Executive Director compensation on loss of office continued

Normal exit

(termination for reasons of resignation or dismissal where the

Committee does not exercise discretion to treat the leaving

Director as a good leaver).

Good leaver

(termination for reasons of death, ill health, retirement,

redundancy, or at the discretion of theCommittee).

Change of control

(excludes a reorganisation or reconstruction where ownership does not

materially change).

Base salary, RSUs, pension and benefits

Base salary, pension and benefits will be paid/provided

to the date employment ends or payment in lieu of

notice made. Any untaken holiday is pro-rated to the

leaving date.

Unvested RSUs will lapse. Any vested RSUs will normally

remain subject to the two-year post-vesting holding

period.

Base salary, pension and benefits will be paid/provided

to the date employment ends or payment in lieu of

notice made. Any untaken holiday is pro-rated to the

leavingdate.

Unvested RSUs (at Committee discretion) will vest at the

normal vesting date unless the Committee determines

they shall vest on an earlier date.

Any vested RSUs will normally remain subject to the

two-year post-vesting holding period.

If within twelve months of a change of control the individual

is given notice or there is a material change to their duties

precipitating departure, there would be an additional payment

due of 18 months’ salary for the CEO and twelve months’ salary

for the CFO and other Executive Directors.

Any unvested RSUs will vest on the date of the relevant event,

subject to pro-ration by reference to a twelve-month period

from the grant date (as defined) and the two-year post-vesting

holding period will end.

Annual bonus and DBP

No entitlement for year of exit. Payments in earlier years

may be subject to clawback in certain circumstances.

DBP awards lapse.

Annual bonus is pro-rated (based upon timing) and

subject to performance for year of exit.

Any DBP awards, which include compulsory and

voluntary deferral and matching shares, (at Committee

discretion) vest in full at either the normal vesting date or

on cessation of employment.

Extent to which performance requirements are satisfied in year

determines level of annual bonus.

If within twelve months of a change of control the individual

is given notice or there is a material change to their duties

precipitating departure, there would be an additional payment

due of 150% of target bonus for the CEO and 100% for the CFO

and any other Executive Directors.

Any unvested DBP awards will vest in full on the date of the

relevant event.

LTIP

Unvested awards lapse. Vested awards may be subject

to clawback in certain circumstances. Any vested

awards will normally remain subject to the two-year

post-vesting holding period.

Unvested awards may be pro-rated based upon the

rules of the LTIP plan (at Committee discretion) and

vest on either the normal vesting date or cessation

of employment. Vested awards may be subject to

clawback in certain circumstances. Any vested awards

will normally remain subject to the two-year post-vesting

holdingperiod.

Unvested awards may be pro-rated based upon the rules of the

LTIP plan (at Committee discretion) and vest on the date of the

relevant event. Vested awards may be subject to clawback in

certain circumstances and the two-year post-vesting holding

period will end.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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

Chris Smith 11 June 2020 6 months

Mark Strickland 4 January 2021 6 months

(1) Both Directors are re-elected on an annual basis 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.

The contracts contain restrictive covenants for periods of up to six months post

employment relating to non-competition and non-solicitation of the Group’s customers,

suppliers and employees and indefinitely with respect to confidential information.

Inaddition, they provide for the Group to own any intellectual property rights created

bythe Directors in the course of their employment.

The employment contracts for Executive Directors are structured on a similar basis to the

US ‘double trigger’ in the event of a change of control. If the change of control is followed

within twelve months by the Executive Director being given notice or there is a material

change in their duties precipitating their departure, the Chief Executive Officer would

receive an additional payment equivalent to 18 months’ salary and 150% of target bonus

forthe relevant period. For the Chief Financial Officer and any other Executive Director,

thispayment will be by reference to twelve months’ salary and 100% of target bonus.

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 June 2019 26 June 2019 3 months

Alastair Murray 27 August 2024 2 August 2021 3 months

Regi Aalstad 13 June 2025 14 March 2022 3 months

Casper Meijer 10 March 2026 10 March 2026 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. In the

case of Alastair Murray, Regi Aalstad and Casper Meijer, 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 the Board to serve for

an additional period. Alastair Murray and Regi Aalstad are now in their second three-year term and Casper

Meijer is in his first three-year term.

Any appointment for more than nine years in total will be subject to annual review by the

Board, as well as shareholder approval. Consideration will be given to the importance of

refreshing the membership of the Board and avoiding any undue reliance on any particular

individual, whilst assessing the contribution made by that individual, together with the

ongoing commitment required to the role and the benefit gained from any continuity

ofhandover with newer members of the Board.

Remuneration Committee Report continued

Directors’ Remuneration Policy continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Remuneration Committee Report continued

Annual Report on Remuneration

A. Remuneration for 2026

1. Single total figure of remuneration (audited)

Executive Directors

The table below sets out a single total remuneration figure for the Executive Directors for the 2026 and 2025 financial years:

Total

Base salary

(1)

£’000

Benefits

(2)

£’000

Pension

(3)

£’000

RSU

(4,5)

£’000

Annual

bonus

(6)

£’000

LTIPs

(7)

£’000

Total

£’000

Chris Smith

2026 513 26 42 146 0 1,816 2,543

2025 477 26 38 141 344 1,921 2,947

Mark Strickland

2026 337 19 27 95 0 1,073 1,551

2025 313 20 25 94 226 1,016 1,694

(1) The base salary review was undertaken during the financial year with changes effective from 1 January 2026. The annual base salaries for the CEO at 1 July 2025 and 1 January 2026 were £482,868 and £543,277 respectively.

The annual base salaries for the CFO at 1 July 2025 and 1 January 2026 were £317,034 and £356,663 respectively.

(2) Benefits consist of the provision of a company car (or cash equivalent), private healthcare, disability insurance and life cover.

(3) The pension figure represents the value of the Company’s pension contribution (8% of salary) taken as a cash payment in lieu. In addition, Chris Smith is accruing benefits in the Company’s defined contribution pension scheme

via the payment of employee contributions only.

(4) RSU grants have been included for Chris Smith as follows: (i) a grant made on 11 June 2024, with 346/365ths of this included in 2025; (ii) a grant made on 12 June 2025, with 19/365ths of this included in 2025 and the remaining

346/365ths included in 2026; (iii) a grant made on 11 June 2026, with 20/365ths of this included in 2026 and 345/365ths to be included in 2027. All grants are valued using the closing share price on the day prior to the date of grant.

(5) RSU grants have been included for Mark Strickland as follows: (i) a grant made on 20 September 2023, with 2/12ths of this included in 2025; (ii) a grant made on 20 November 2023 (deemed grant date of 20 September

2023), with 2/10ths of this included in 2025; (iii) a grant made on 18 September 2024, with 10/12ths of this included in 2025 and the remaining 2/12ths of this included in 2026; and (iv) a grant made on 18 September 2025,

withv10/12ths of this included in 2026 and the remaining 2/12ths of this to be included in 2027. All grants are valued using the closing share price for the day prior to the date of grant.

(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 2026 is the value of the awards granted on 20 September 2023 which are due to vest at maximum. The vesting date for these awards is 20 September 2026. The value of the awards has been shown using

the three-month average share price to 30 June 2026, which is 156.54 pence. 74% of the 2026 LTIP value is due to the change in share price between grant date (40.45 pence) and the estimated vesting price of 156.54 pence.

The LTIP value for 2025 in last year’s report was estimated based on the three-month average share price to 30 June 2025 of 144.93 pence. The actual share price on the date of vesting (8 October 2025) was 122.4 pence and

the 2025 LTIP single figure value has been updated to reflect this share price.

This part of the report comprises five sections:

A. Remuneration for 2026

1. Single total figure of remuneration (audited)

2. Annual bonus outcomes for 2026 (audited)

3. LTIP vesting outcome for the year ended 30 June 2026 (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 in 2026

7. Outstanding LTIP, RSU and deferred bonus awards

8. Statement of Directors’ shareholdings and share interests

C. Pay comparison

9. CEO pay ratio

10. CEO single figure history and Total Shareholder Return (TSR) performance

11. Relative importance of spend on pay

D. Remuneration Committee membership, governance and voting

12. Remuneration Committee and advisers

13. Statement of shareholder voting

E. Implementation of Remuneration Policy in 2027

14. Application of the Remuneration Policy for 2027

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

A. Remuneration for 2026 continued

1. Single total figure of remuneration (audited) continued

Non-Executive Directors

2026 2025

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 210 — 50 260 210 — 50 260

Alastair Murray

(2)

53 11 — 64 53 9 — 62

Regi Aalstad

(3)

53 7 — 60 53 10 — 63

Casper Meijer

(4)

16 — — 16 — — — —

Elizabeth McMeikan

(5)

39 13 — 52 53 17 — 70

(1) Jeff Nodland received a travel allowance of £50,000 during the year.

(2) Alastair Murray took on the role of Senior Independent Director on 1 April 2026.

(3) Regi Aalstad took on the role of chairing the Remuneration Committee on 1 April 2026.

(4) Casper Meijer joined the Board on 10 March 2026.

(5) Elizabeth McMeikan stepped down from the Board on 31 March 2026.

2. Annual bonus outcomes for 2026 (audited)

For 2026, 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.

Financial element outcomes

The financial element of the bonus consisted of adjusted operating profit and overhead cost reduction targets, making up 60% and 20% of the bonus respectively. The profit outcome was

translated using internal budget exchange rates, hence the figures in the table below differ from adjusted operating profit number quoted elsewhere in the Annual Report and Accounts.

Performance targets

Threshold

£m

Target

50%

£m

Stretch

100%

£m

Actual

performance

£m

Payout

(% of maximum)

Adjusted operating profit

(1, 2, 3)

(60%) 63.5 65.0 69.0 56.1 0.0%

Overhead cost reduction

(2, 4)

(20%) 18.0% 17.4% 16.9% 21.8% 0.0%

(1) Excludes amortisation of intangible assets and exceptional costs.

(2) Adjusted operating profit and overhead cost reduction outcomes are calculated on a straight-line basis between threshold and target and between target and stretch.

(3) Translated using internal budget exchange rates, consistent with the basis used for settling the performance targets.

(4) The overhead cost reduction targets were based on a percentage of sales. Overhead cost reduction actual performance is calculated using management rather than statutory figures, hence cannot be recalculated based on

figures quoted elsewhere in the Annual Report and Accounts.

The adjusted operating profit and overhead cost reduction thresholds were not met, resulting in no payout against the financial elements of the annual bonus.

Malus and clawback provisions apply to the annual bonus, RSU and LTIP schemes. Full details are provided in the Policy, however in summary the provisions enable the Company to

withdraw or recover remuneration in the event of material misstatement, serious misconduct, corporate failure or reputational damage. The associated discovery period runs through

to the third anniversary of the payment of a bonus or the grant of a DBP award, the third anniversary of the grant of an RSU award and to the publication of the annual results for the

third year following the end of the performance period for the LTIP. These periods align with the Committee’s expectations and with market practice. No provisions were used in the last

reporting period.

Remuneration Committee Report continued

Annual Report on Remuneration continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

A. Remuneration for 2026 continued

2. Annual bonus outcomes for 2026 (audited) continued

Strategic element outcomes

The remaining 20% of the annual bonus was based on:

• An objective relating to SAP S/4HANA, which involved delivering Wave 1 of SAP S/4HANA to agreed milestones and to foster a culture of curiosity, ownership and proactive

engagement across all teams.

• Identifying, evaluating and progressing a strategic acquisition opportunity aligned with the Group’s Build and Buy growth strategy.

While the first objective was partially met and the second was met in full, under the terms of the 2026 annual bonus plan, no bonus is payable against the non-financial element of the

bonus as the Group adjusted operating profit threshold was not achieved.

As a result, no bonus is payable for performance for the year ended 30 June 2026.

3. LTIP vesting outcome for the year ended 30 June 2026 (audited)

On 20 September 2023, Chris Smith was granted LTIP awards over 1,129,601 shares and Mark Strickland was granted awards over 667,490 shares which are, in each case, capable of

vesting on 20 September 2026. The awards were based on cumulative adjusted basic EPS

(1)

and annual average adjusted ROCE

(1)

performance conditions, each with an equal weighting.

The performance period for both measures ended on 30 June 2026 and the awards will vest in full. These vested awards will ordinarily become exercisable on 20 September 2026,

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)

Cumulative adjusted basic EPS

(1)

(50%) 21.7 pence 32.4 pence 43.1 pence 65.9 pence 100%

Annual average adjusted ROCE

(1)

(50%) 15.0% 19.4% 23.8% 31.3% 100%

Both the adjusted basic EPS and adjusted ROCE 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

20 September

2023

Vesting

outcome

Number

of awards

vesting

Additional

dividend

accrual

Estimated

share price

(three-month

average to

30 June 2026)

Value of

vested awards

for single

figure table

(000s)

Chris Smith 1,129,601 100% 1,129,601 30,257 156.54 pence £1,816

Mark Strickland 667,490 100% 667,490 17,879 156.54 pence £1,029

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 2026, being 156.54 pence.

The Committee believes the vesting outcome is a fair reflection of the very strong recovery and share price increase over the period and, therefore, has not applied any discretion to

amend the formulaic outcomes. The vested awards will be subject to a two-year holding period.

4. Payments for loss of office

There were no payments for loss of office made during the year ended 30 June 2026.

5. Payments to former Directors

There were no payments made to former Directors during the year ended 30 June 2026 in respect of relevant services.

Remuneration Committee Report continued

Annual Report on Remuneration continued

(1) Please refer to APM in note 30.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

B. Directors’ share ownership and share interests

6. LTIP, RSU and deferred bonus awards granted in 2026

LTIP awards

In the year under review, LTIP awards were granted to both Executive Directors on 18 September 2025 under the McBride plc 2023 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 121.2 pence 100% of salary 398,406 £482,868 10% 30 June 2028

Mark Strickland 121.2 pence 90% of salary 235,421 £285,330 10% 30 June 2028

(1) The awards were granted at a price of 121.2 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 2026 and September 2025 respectively at 30% of salary.

Chris Smith’s grant for 2027 was made on 11 June 2026 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 2026 164.4 pence 30% of salary 99,129 £162,968 11 June 2029

Mark Strickland 18 September 2025 121.2 pence 30% of salary 78,473 £95,109 18 September

2028

(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 2025, 30% of the bonus was deferred into share awards on 18 September 2025, 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 121.2 pence 30% of

2025 bonus

85,127 £103,174 18 September

2027

Mark Strickland 121.2 pence 30% of

2025 bonus

55,892 £67,741 18 September

2027

(1) The awards were granted at a price of 121.2 pence, being the middle market quotation on the day before the date of grant.

Remuneration Committee Report continued

Annual Report on Remuneration continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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 2025 and 30 June 2026 are set out below:

Director Type of award

(8)

Date of award

Number of

awards

at 1 July 2025

Granted

in year

Awards

vested in year

Allocations

lapsed in year

Number of

awards at

30 June 2026

Market price

the day before

the date of award

(£) Vesting date Performance period

Chris Smith LTIP

(1)

3 Oct 2022 1,569,107 — 1,569,107 — — 0.35 8 Oct 2025 1 Jul 2022 to 30 Jun 2025

LTIP

(2)

20 Sep 2023 1,129,601 — — — 1,129,601 0.4045 20 Sep 2026 1 Jul 2023 to 30 Jun 2026

LTIP

(3)

18 Sep 2024 405,717 — — — 405,717 1.160 18 Sep 2027 1 Jul 2024 to 30 Jun 2027

LTIP

(4)

18 Sep 2025 — 398,406 — — 398,406 1.212 18 Sep 2028 1 Jul 2025 to 30 Jun 2028

RSU

(5)

13 Jun 2022 216,073 — 216,073 — — 0.305 7 Oct 2025 n/a

RSU

(6)

12 Jun 2023 254,317 — 261,129 — — 0.2695 12 Jun 2026 n/a

RSU

(6)

20 Nov 2023 254,317 — 261,129 — — 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

RSU 11 Jun 2026 — 99,129 — — 99,129 1.644 11 Jun 2029 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

DBP 18 Sep 2025 — 85,127 — — 85,127 1.212 18 Sep 2028 n/a

Mark Strickland LTIP

(1)

3 Oct 2022 829,714 — 829,714 — — 0.35 8 Oct 2025 1 Jul 2022 to 30 Jun 2025

LTIP

(2)

20 Sep 2023 667,490 — — — 667,490 0.4045 20 Sep 2026 1 Jul 2023 to 30 Jun 2026

LTIP

(3)

18 Sep 2024 239,741 — — — 239,741 1.160 18 Sep 2027 1 Jul 2024 to 30 Jun 2027

LTIP

(4)

18 Sep 2025 — 235,421 — — 235,421 1.212 18 Sep 2028 1 Jul 2025 to 30 Jun 2028

RSU

(5)

3 Oct 2022 169,957 — 169,957 — — 0.233 7 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 20 Sep 2026 n/a

RSU 18 Sep 2024 79,913 — — — 79,913 1.160 18 Sep 2027 n/a

RSU 18 Sep 2025 — 78,473 — — 78,473 1.212 18 Sep 2028 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

DBP 18 Sep 2025 — 55,892 — — 55,892 1.212 18 Sep 2028 n/a

Remuneration Committee Report continued

Annual Report on Remuneration continued

(1) The October 2022 LTIP award was based 50% on net debt

(7)

/adjusted EBITDA

(7)

targets (3.5x to 2.8x) and

50% on adjusted basic EPS

(7)

and vested in full in October 2025. The vesting of the 2022 LTIP award was

delayed and vested on 8 October 2025.

(2) The September 2023 LTIP is based 50% on cumulative adjusted basic EPS for the three-year period

ending 30 June 2026 (21.7 pence to 43.1 pence) and 50% on annual average adjusted ROCE

(7)

for the

samethree-year period (15.0% to 23.8%). This award will vest in full in September 2026.

(3) The September 2024 LTIP is based 50% on cumulative adjusted basic EPS for the three-year period ending

30 June 2027 (60.0 pence to 90.0 pence) and 50% on annual average adjusted ROCE for the same three-year

period (30.0% to 36.2%).

(4) The September 2025 LTIP is based 50% on cumulative adjusted basic EPS for the three-year period ending

30 June 2028 (66.0 pence to 89.4 pence) and 50% on annual average adjusted ROCE for the same three-year

period (30.6% to 33.8%).

(5) The vesting of the 2022 RSU was delayed and vested on 7 October 2025.

(6) The 2023 RSU award was eligible for dividend equivalent shares during the vesting period. The additional

shares awarded due to the payment of dividends during the vesting period have been reflected in the awards

vested in year figure.

(7) Please refer to APM in note 30.

(8) Share awards are structured as conditional awards and therefore no Directors exercised any share awards

during the year.

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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 2026

(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 2025

Jeff Nodland 714,600 — — — 714,600 £1,115 530.9% 714,600

Alastair Murray 57,500 — — — 57,500 £90 170.86% 57,500

Regi Aalstad 130,500 — — — 130,500 £204 387.8% 130,500

Casper Meijer — — — — — — — —

Elizabeth McMeikan

(4)

29,000 — — — 29,000 £45 86.2% 29,000

Chris Smith 2,021,640 517,775 314,461 — 2,853,876 £3,842 707.2% 803,306

Mark Strickland 851,790 331,282 380,882 — 1,563,954 £1,918 537.7% 320,262

(1) Includes shares held by Connected Persons.

(2) Calculated using the closing share price of 156.0 pence per ordinary share in the Company on 30 June 2026.

(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, Alastair Murray, Regi Aalstad, Chris Smith and Mark Strickland have share interests in excess of their respective guidelines and Casper Meijer,

whowas only appointed as a Non-Executive Director on 10 March 2026, is below his guideline requirement.

(4) Elizabeth McMeikan stepped down from the Board on 31 March 2026. The figures in the table therefore reflect the position as at this date.

No changes to the Directors’ ordinary share interests shown in the above table have taken place between 30 June 2026 and 10 September 2026 (being the last practicable date prior to

the date of this report).

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

C. Pay comparison

9. 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 516 UK-based employees in the comparator group, assessed

with an effective date of 5 April 2025 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 decreased in 2026,

primarily as a result of a nil bonus award for Executive Directors in respect of 2026 performance. 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.

Year Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

2026 Option B 67.0:1 57.0:1 34.5:1

2025

(1)

Option B 85.2:1 60.2:1 43.3:1

2024 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

(1) The 2025 figures are restated compared to the values shown in the 2025 Annual Report and Accounts to include the value of the 2022 LTIP award.

(2) The ratios shown in the table compare total remuneration for the three relevant UK-based employees to the CEO’s single total remuneration figure that includes base salary, RSUs, benefits and pension only as there were no

incentive payments in respect of 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 2025 to 30 June 2026.

25th percentile Median 75th percentile

Salary £35,806 £42,092 £63,588

Total remuneration £37,860 £44,505 £73,534

Remuneration Committee Report continued

Annual Report on Remuneration continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

C. Pay comparison continued

10. 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 2026, 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.

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

100

150

200

250

McBride FTSE SmallCap (excl. Investment Trusts)

The graph shows the value, by 30 June 2026, of £100 invested in McBride plc on

1July2016, 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 LTIP awards 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)

2026 2,543 0.0 100.0

2025 2,947 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

(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 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.

11. Relative importance of spend on pay

The table below shows the total amount of distributions to shareholders and the amount

paid to buy back shares compared to the total payroll costs for the Group for the financial

years ended 30 June 2025 and 30June 2026.

Year ended

30 June 2026

£m

Year ended

30 June 2025

£m % change

Shareholder distribution 5.2 — n/a

Amounts paid to buy back shares 6.4 — n/a

Total payroll costs

(of all Group employees including Directors) 169.4 162.8 4.1%

Remuneration Committee Report continued

Annual Report on Remuneration continued

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Remuneration Committee Report continued

Annual Report on Remuneration continued

D. Remuneration Committee membership,

governanceand voting

12. Remuneration Committee and advisers

The Committee met four times in the year ended 30 June 2026. Details of attendance can

befound below.

Members

Number of

scheduled meetings

attended (quorum

is three members)

Eligible

to attend

Regi Aalstad (Chair from 1 April 2026) 4 4

Alastair Murray 4 4

Jeff Nodland 4 4

Elizabeth McMeikan (Chair until 31 March 2026) 4 4

Casper Meijer

(1)

0 0

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 2026 is as follows:

• The Committee reviewed the Directors’ Remuneration Policy and implemented mid-year

base salary increases 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

no bonus would be payable as a result of the adjusted operating profit threshold being

missed.

• In relation to the LTIP awards granted in 2023, the Committee reviewed the performance

conditions after the year end and determined that the overall vesting will be 100%,

reflecting strong adjusted basic EPS growth and adjusted ROCE performance, 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.

• 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 as its independent adviser. FIT received £63,658 in respect of the

services provided in 2026. 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.

13. Statement of shareholder voting

The table below shows the voting outcome for the approval of the 2025 Directors’

Remuneration Report at the AGM on 20 November 2025 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 the

2025 AGM) 85,260,889 99.64 310,662 0.36 17,878

Approval of

Remuneration Policy

(binding vote at the

2023 AGM) 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.

(1) Casper Meijer was appointed as a Director with effect from 10 March 2026.

100

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E. Implementation of Remuneration Policy in 2027

14. Application of the Remuneration Policy for 2027

The table below sets out how the Policy is intended to be applied for Board Directors in 2027.

Remuneration Committee Report continued

Annual Report on Remuneration continued

Element Application of Policy for 2027

Executive Director

base salary

The Executive Directors’ salaries as at the start of 2027 are £543,227 for the CEO and £356,663 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 2027.

RSUs

An award of 30% of salary will be made to each of the Executive Directors. This award will be granted to the CFO in September 2026 and was granted to

the CEO in June 2026 (in line with prior practice).

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 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. The maximum

bonus opportunity continues to be 100% of salary, with 60% of the award subject to adjusted operating profit targets, 20% of the award subject to net

debt targets and 20% subject to specific strategic personal 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 2027, 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 basic EPS and adjusted ROCE performance conditions with equal weighting.

Adjusted basic EPS will be assessed by reference to the cumulative adjusted basic EPS achieved for the 2027, 2028 and 2029 financial years and adjusted

ROCE will be assessed by reference to the average adjusted 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 2027 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 basic EPS over three years 74.7p 87.9p 93.2p

Average adjusted ROCE

(1)

over three years 25.3% 26.7% 28.0%

The Committee believes the adjusted basic EPS and adjusted ROCE targets are sufficiently challenging against internal and external expectations.

(1) ROCE may be reviewed during the three-year period in due course once the accounting treatment and financial impact of the Vestacy strategic partnership has been finalised.

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Element Application of Policy for 2027

Non-Executive

Director fees

The level of annual fees of the Chairman and Non-Executive Directors increased effective 1 July 2026, following a market review. Fees will be as follows

in2027:

• Chairman base fee: £235,000;

• Non-Executive Director base fee: £60,000;

• Chair of the Audit and Risk Committee additional fee: £11,000;

• Chair of the Remuneration Committee additional fee: £10,500;

• Senior Independent Director additional fee: £10,000;

• Non-Executive Director for employee engagement additional fee: £7,000;

• international travel allowance for the Chairman: up to £50,000; and

• international travel allowance for Non-Executive Directors based overseas: up to £15,000.

Remuneration Committee Report continued

Annual Report on Remuneration continued

The Directors’ Remuneration Report was approved by the Board on 14 September 2026 and signed on its behalf by:

Regi Aalstad

Chair of the Remuneration Committee

E. Implementation of Remuneration Policy in 2027 continued

14. Application of the Remuneration Policy for 2027 continued

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Strategic Report Governance Report Additional InformationFinancial Statements

Reporting requirements

The Group is required to produce a Strategic Report complying with the requirements of

section 414A of the Companies Act 2006. The Strategic Report is set out on pages 1 to58.

As permitted by section 414C(11) of the Companies Act 2006, the below matters have been

disclosed in the Strategic Report:

Directors’ Report

An indication of the likely future development in the business

of the Company

pages 7 to 10

Particulars of important events affecting the Company since the

financial year end

page 162

Greenhouse gas emissions pages 27 to 31

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 52 to 57

The Corporate Governance Statement, as required by the Disclosure Guidance and

Transparency Rules (DTR) 7.2.1, is set out on pages 65 to 69 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 95 to 96

(12) Dividend waiver Statutory information, page 103

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 114 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 (until 31 March 2026), Alastair Murray, Regi Aalstad and Casper Meijer

(with effect from 10 March 2026).

The biographical details of all Directors serving at 30 June 2026 appear on pages 60 to 61.

Dividends

The Group’s results and performance highlights for the year are set out on pages 1 to 58.

The Company announced its intention to reinstate annual dividends in February 2025. The

Board is recommending a final dividend of 3.1 pence per ordinary share for the year ended

30 June 2026. Such dividend, if approved by shareholders at the Company’s AGM, shall

be payable in cash on 27 November 2026 to all holders of ordinary shares who are on the

(‘B Shares’) are redeemable (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 2026 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’ interests in the Company’s shares

The interests of persons who were Directors of the Company (and of their Connected

Persons) at 30 June 2026 in the issued ordinary 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 97. The Remuneration Report also sets out details of any changes in those interests

between 30June 2026 and 10 September 2026.

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 2026 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.

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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 10 September 2026, the issued share capital of the Company was 173,555,663

ordinary shares of 10 pence each (96.67% of total year-end capital) (excluding treasury

shares), 42,041 ordinary shares of 10 pence each held in treasury (‘treasury shares’) (0.02%

of total year-end capital) and 594,610,458 B Shares of 0.1 pence each (3.31% of total

year-end capital). There were no purchases, sales or transfers of treasury shares during

the year. There was an allotment of 4,502,575 ordinary shares of 10 pence each during the

year to satisfy the vesting of certain employee share awards, which were granted in 2022.

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.

On 1 December 2025, the Company commenced a share buyback programme pursuant to

the authority granted by shareholders at the 2025 Annual General Meeting. The purpose

of the programme was to reduce the share capital of the Company by returning surplus

capital to shareholders. During the year ended 30 June 2026, the Company repurchased

4,479,384 ordinary shares of 10 pence each, representing approximately 2.5% of the issued

ordinary share capital, for an aggregate consideration of £6,407,310, excluding transaction

costs. At 30 June 2026, all repurchased shares had been cancelled, with the exception

of 228,894 shares which were cancelled across 1 and 2 July 2026. The Board will seek to

renew the authority to purchase shares at the forthcoming Annual General Meeting.

The Company was authorised at the 2025 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 2026 AGM

andthe Board will be seeking a renewal of this authority at the 2026 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 2025 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.

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

2026 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 10 September 2026 (being the last practicable date prior to the date of this report).

As at 10 September 2026 As at 30 June 2026

Number

of shares %

Number

of shares %

Teleios Capital Partners 38,150,906 21.37 38,150,906 21.37

Zama Capital 21,007,962 12.07 21,007,962 12.07

Stichting Pieter Bastiaan 8,995,447 5.17 8,995,447 5.17

Apex Group Fiduciary Services

Limited, in its capacity as

trustee of the McBride plc

Employee Benefit Trust 2012 7,406,106 4.15 7,406,106 4.15

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 144 to 151.

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,

asaprecautionary 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 32.

Directors’ Report continued

104

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Strategic Report Governance Report Additional InformationFinancial Statements

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.

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

toperform 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 2026

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 5 83.3% 4 4 66.7%

Women 1 16.7% 0 2 33.3%

Not specified/prefer

not to say 0 0.0% 0 0 0.0%

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%

Directors’ Report continued

105

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Strategic Report Governance Report Additional InformationFinancial Statements

Change of control

As at 30 June 2026 and at 10 September 2026, 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 €240 million

(with access to a further €35 million within its 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.

The full Directors’ Remuneration Policy is available in pages 84 to 91.

Branches

The Company has no overseas branches. The Company’s subsidiaries are detailed in note 14

to the Company Financial Statements.

2026 Annual General Meeting

The Company’s 2026 AGM will be held at the head office of McBride plc, Arbeta,

11Northampton Road, Manchester M40 5BP on Thursday, 19 November 2026 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 14 September 2026 and signed on its

behalf by the order of the Board by:

Chris Smith

Chief Executive Officer

Directors’ Report continued

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Strategic Report Governance Report Additional InformationFinancial Statements

The Directors are responsible for preparing the Annual Report and Accounts 2026 and the

financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year.

Under that law the Directors have prepared the Group financial statements in accordance

with UK-adopted international accounting standards and the Company financial statements

in accordance with United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’,

andapplicable law).

Under company law, Directors must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of affairs of the Group and Company

and of the profit or loss of the Group for that period. In preparing the financial statements,

the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK-adopted international accounting standards have been

followed for the Group financial statements and United Kingdom Accounting Standards,

comprising FRS 101, have been followed for the Company financial statements, subject

to any material departures disclosed and explained in the financial statements;

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

• prepare the financial statements on the going concern basis unless it is inappropriate

topresume that the Group and Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and

hence for taking reasonable steps for the prevention and detection of fraud and other

irregularities.

The Directors are also responsible for keeping adequate accounting records that are

sufficient to show and explain the Group’s and Company’s transactions and disclose with

reasonable accuracy at any time the financial position of the Group and Company and

enable them to ensure that the financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website.

Legislation in the United Kingdom governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

Directors’ confirmations

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

107

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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 2026

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 (the ‘Annual Report’), which

comprise:

• the Consolidated Balance Sheet as

at30June 2026;

• the Company Balance Sheet as

at30June 2026;

• the Consolidated Income Statement

forthe year then ended;

• the Consolidated Statement of

Comprehensive Income for the year

thenended;

• the Consolidated Cash Flow Statement

for the year then ended;

• the Consolidated Statement of Changes

in Equity for the year then ended;

• the Company Statement 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 significant trading

subsidiaries in the UK, France, Belgium

and Germany plus limited scope

procedures in relation to subsidiaries in

Italy and Luxembourg.

• The Company was subject to a full scope

audit by the Group engagement team for

the purposes of the Company financial

statements.

• The entities where we conducted audit

work accounted for approximately 76%

of the Group’s revenue.

Key audit matters

• Valuation of defined benefit pension plan

liabilities (UK scheme) (Group)

• Valuation of investments in subsidiaries

(parent)

Materiality

• Overall Group materiality: £9.3 million

(2025:£9.2m) based on 1% of revenue.

• Overall Company materiality: £2.4

million(2025: £2.2m) based on

1%oftotal assets.

• Performance materiality: £7.0 million

(2025:£6.9m) (Group) and £1.8 million

(2025:£1.6m) (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.

Valuation of defined benefit pension

plan liabilities (UK scheme) is a new

key audit matter this year. Valuation of

Goodwill –specifically in the Liquids

cash-generating unit, which was a key

audit matter last year, is no longer included

because of significant levels of headroom

in the Group’simpairment tests, resulting

in limited estimation uncertainty and

sensitivity within management’s impairment

assessment. As a result, it was not among

the matters of most significance in the

current year audit. Otherwise, the key audit

matters below are consistent with last year.

Independent Auditors’ Report

to the Members of McBride plc

Report on the audit of the financial statements

108

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Our audit approach continued

Key audit matters continued

Key audit matter How our audit addressed the key audit matter

Valuation of defined benefit pension plan liabilities

(UK scheme) (Group)

Refer to the Consolidated financial statements note 2 - Critical accounting

judgements and key sources of estimation uncertainty and note 22 – Pensions and

other post-employment benefits.

The Group operates a defined benefit pension scheme in the UK accounted for

under IAS 19. At 30 June 2026, the Group’s UK scheme recognised a defined

benefit obligation of £96.2 million (2025: £97.8m) and plan assets of £78.1 million

(2025: £74.8m), resulting in a net defined benefit liability of £18.1 million (2025:

£23.0m).

The valuation of the defined benefit obligation involves judgement, primarily

in respect of the key actuarial assumptions used. These comprise financial

assumptions – including the discount rate (5.85%; 2025: 5.50%), RPI inflation

(3.00%; 2025: 2.95%) and CPI inflation (2.50%; 2025: 2.30%) – and demographic

assumptions, particularly life expectancy. Changes in these assumptions could

affect the valuation of the liability and the Group’s financial position. The valuation

is performed using established actuarial methodologies, supported by an external

actuary, and the assumptions are capable of being benchmarked against market

and industry data. We determined this to be an area of normal risk, however it is

akey audit matter due to the size of the obligation and the judgement involved.

We performed the following procedures over the UK defined benefit obligation to gain comfort over

the valuation of the pension liability:

• obtained the external actuary’s report used in valuing the scheme’s liabilities under IAS 19;

• evaluated the competence and independence of the Company’s external experts;

• using our experience of the valuation of similar schemes, and engaging our own pension

specialists, we performed a detailed assessment of the assumptions and methods used by

management at 2026, evaluating key inputs and methodologies adopted by Company actuary

forconsistency with industry practice and PwC expectations;

• compared the key assumptions used within the valuation to our internally developed ranges; and

• reviewed the related disclosures within the financial statements for reasonableness and to

determine whether they are consistent with relative accounting standards, and considered the

sensitivities presented within disclosures.

Based on work performed, we concluded that the actuarial assumptions used in calculating the

pension liability were within an acceptable range, and appropriate disclosures have been made

inthefinancial statements.

Valuation of investments in subsidiaries (parent)

Refer to the Company financial statements note 2 – Critical judgements and

keysources of estimation uncertainty and note 5 – Investments.

Investments in related undertakings of £158.4 million (2025: £158.4m) are material

to the Company financial statements. Given the magnitude of this balance, and

the management judgement involved in determining whether any impairment

indicators exist, we have considered the risk of impairment of these assets as

aKey Audit Matter. Impairment indicators have been assessed bymanagement

andno triggers were identified.

We have performed the following audit procedures in relation to the carrying value of investments:

• obtained a schedule of investments in subsidiary undertakings and reconciled this to the financial

statements;

• challenged management’s assertion that no impairment triggers were identified that would

necessitate a full impairment review to be performed;

• compared the market capitalisation of the Group to the total value of investments to ensure that

there was no indication that the investment balance in totality was impaired;

• considered wider market trends which may indicate impairment and reviewed of Board minutes

for any indication of impairment within specific companies;

• 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; and

• read the disclosures and are satisfied that these are appropriate.

As a result of these procedures, we are 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.

Independent Auditors’ Report

to the Members of McBride plc continued

Report on the audit of the financial statements continued

109

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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 four legal entities that required

an audit of their complete financial information as they are significant due to size, being

the significant trading entities in the UK, Belgium, France and Germany. We also audited

material consolidation journals.

The four legal entities subject to full scope procedures accounted for 76% of the Group’s

revenue.

The Group audit team performed the audit of the majority of the Group’s operations.

For certain balances within the French and Belgian components, audit procedures were

performed by component audit teams. We directed, supervised and reviewed the work

of the component auditors, including the review of supporting audit documentation, and

remained responsible for the overall audit opinion. The evidence obtained from the work

of the component auditors, together with additional procedures performed by the Group

audit team, provided sufficient appropriate audit evidence to support our opinion on the

Group financial statements as a whole.

For the remaining 26 legal entities that were not subject to an audit of their complete

financial information, we performed targeted audit procedures where considered necessary

to address potential risks of material misstatement at the Group level. This included limited

scope audit procedures over three reporting units and analytical procedures over a further

three reporting units. The remaining 20 legal entities were assessed as inconsequential

components based on their size and risk profile and, accordingly, no audit procedures were

performed over these entities for the purposes of the Group audit.

The Company was subject to a full scope audit by the Group engagement team for the

purposes of the Company financial statements, with certain balances also included within

the scope of the Group audit.

The impact of climate risk on our audit

As part of our audit, we made enquiries of management to understand the process

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 concluded that 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 on our key audit matters for the year ended 30 June 2026.

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 £9.3 million (2025: £9.2m) £2.4 million (2025: £2.2m)

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 and

the significance of revenue to the

users of the financial statements.

Calculating 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. We therefore

concluded that this was the

most appropriate 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 £4.3 million and £8.4 million. 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%

(2025: 75%) of overall materiality, amounting to £7.0 million (2025: £6.9m) for the Group

financial statements and £1.8 million (2025: £1.6m) for the Company financial statements.

Independent Auditors’ Report

to the Members of McBride plc continued

Report on the audit of the financial statements continued

110

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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

in the middle 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 £0.5 million (Group audit) (2025:

£0.4m) and £0.1 million (Company audit)

(2025: £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;

• we checked the banking agreement for

the terms of the financing facilities and

agreed these facilities to management’s

cash flow forecasts; and

• we assessed management’s disclosures

made in respect of going concern

included in the financial statements.

Based on the work we have performed,

we have not identified any material

uncertainties relating to events or

conditions that, individually or collectively,

may cast significant doubt on the Group’s

and 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 2026 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.

Independent Auditors’ Report

to the Members of McBride plc continued

Report on the audit of the financial statements continued

111

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial 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RiskCommittee.

We have nothing to report in respect of our

responsibility to report when the Directors’

statement relating to the Company’s

compliance with the Code doesnot

properly disclose a departure froma

relevant provision of the Code specified

under the Listing Rules for review by the

auditors.

Responsibilities for the financial

statements and the audit

Responsibilities of the Directors

forthe financial statements

As explained more fully in the Statement

of Directors’ Responsibilities 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.

Independent Auditors’ Report

to the Members of McBride plc continued

Report on the audit of the financial statements continued

112

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Strategic Report Governance Report Additional InformationFinancial 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);

• discussions with the Audit and Risk

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;

• enquiry with internal legal counsel

around actual and potential litigation

andclaims;

• reviewing minutes of meetings of those

charged with governance;

• identifying and testing journal entries,

inparticular any journal entries posted

with unusual account combinations

that could result in an overstatement

ofrevenue or adjusted operating

profit;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 is

selected.

A further description of our responsibilities

for the audit of the financial statements

islocated on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities.

This description forms part of our Auditors’

Report.

Use of this report

This report, including the opinions, has been

prepared for and only for the Company’s

members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act

2006 and for no other purpose. We do not,

in giving these opinions, accept or assume

responsibility for any other purpose or to

any other person to whom this report is

shown or into whose hands it may come

save where expressly agreed by our prior

consent in writing.

Other required reporting

Companies Act 2006 exception

reporting

Under the Companies Act 2006 we are

required to report to you if, in our opinion:

• we have not obtained all the information

and explanations we require for our

audit; or

• adequate accounting records have not

been kept by the Company, or returns

adequate for our audit have not been

received from branches not visited by

us; or

• certain disclosures of Directors’

remuneration specified by law are not

made; or

• the Company financial statements and

the part of the 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

We were first appointed by the Company

for the financial year ended 30 June 2012.

Our uninterrupted engagement covers

15financial years.

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.

Jonathan Studholme

(Senior Statutory Auditor)

for and on behalf of

PricewaterhouseCoopers LLP

Chartered Accountants and

Statutory Auditors

Manchester

14 September 2026

Independent Auditors’ Report

to the Members of McBride plc continued

Report on the audit of the financial statements continued

113

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Strategic Report Governance Report Additional InformationFinancial Statements

			2026			2025
			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	934.2	—	934.2	926.5	—	926.5
Cost of sales		(589. 7)	—	(589.7)	(584.4)	—	(584.4)
Gross profit		344.5	—	344.5	342. 1	—	342.1
Distribution costs		(87 .7)	—	(87 .7)	(85.5)	—	(85.5)
Administrative costs		(197 .7)	(8.9)	(206.6)	(191. 1)	(5.9)	(19 7 .0)
(Impairment)/reversal of impairment of property, plant and equipment		(0. 1)	—	(0. 1)	0.6	—	0. 6
Operating profit/(loss)	7	5 9.0	(8.9)	5 0.1	66. 1	(5.9)	60.2
Finance costs	8	(10.2)	—	(10.2)	(11.2)	—	(11.2)
Profit/(loss) before taxation		48.8	(8.9)	39.9	54.9	(5.9)	49.0
Taxation	9	(12. 1)	2.2	(9.9)	(17 .3)	1.5	(15.8)
Profit/(loss) for the year		36.7	(6.7)	30.0	3 7. 6	(4.4)	33.2
						2026	2025
Earnings per ordinary share attributable to the owners of the parent during the year (note 10)
Basic earnings per share						17 .7p	19.5p
Diluted earnings per share						16.9p	18.6p

Consolidated Statement of Comprehensive Income

Year ended 30 June 2026

		2026	2025
	Note	£m	£m
Profit for the year		30.0	33.2
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss:
Currency translation differences of foreign subsidiaries		1.7	0.8
Gain on net investment hedges		0.7	0 .1
Gain/(loss) on cash flow hedges in the year		0.4	(0.6)
Cash flow hedges transferred to profit or loss		(0.5)	(0.6)
Taxation relating to the items above	9	1.7	(0.2)
		4.0	(0.5)
Items that will not be reclassified to profit or loss:
Net actuarial gain/(loss) on post-employment benefits	22	0. 5	(1.2)
Taxation relating to the items above	9	(0 . 1)	0.3
		0.4	(0.9)
Total other comprehensive income/(expense)		4.4	(1.4)
Total comprehensive income		34.4	31.8

Consolidated Income Statement

Year ended 30 June 2026

114

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Strategic Report Governance Report Additional InformationFinancial Statements

Consolidated Balance Sheet

At 30 June 2026

		2026	2025
	Note	£m	£m
Non-current assets
Goodwill	12	19.8	19.8
Other intangible assets	13	28.3	18.3
Property, plant and equipment	14	123.5	120.3
Derivative financial instruments	20	0.1	0.3
Right-of-use assets	15	5.7	7. 9
Deferred tax assets	9	41.2	38.2
		218.6	204.8
Current assets
Inventories	16	132.6	123.4
Trade and other receivables	17	142.2	1 3 9 .1
Current tax assets		1 .1	3.6
Derivative financial instruments	20	0. 5	0.2
Cash and cash equivalents		65.2	34.2
		341.6	300 .5
Total assets		560 .2	505.3

		2026	2025
	Note	£m	£m
Current liabilities
Trade and other payables	18	220.9	228.0
Borrowings	19	76.8	69.8
Lease liabilities	15, 19	2.2	3.7
Derivative financial instruments	20	0. 3	0. 4
Current tax liabilities		9.0	7. 2
Provisions	24	1.5	2 .7
		31 0.7	311.8
Non-current liabilities
Borrowings	19	105.1	6 1.3
Lease liabilities	15, 19	3.9	4.6
Derivative financial instruments	20	—	0 .1
Pensions and other post-employment benefits	22	19.9	24.9
Provisions	24	2.4	1.6
Deferred tax liabilities	9	7. 1	6 .7
		138.4	99.2
Total liabilities		449.1	411 .0
Net assets		111. 1	94.3
Equity
Issued share capital	25	17 .4	17 .4
Share premium account	25	68.6	68.6
Other reserves	25	80.5	75.8
Accumulated losses		(55.4)	(67 .5)
Total equity		111. 1	94.3

The financial statements on pages 114 to 164 were approved by the Board of Directors on

14 September 2026 and were signed on its behalf by:

Chris Smith

Director

115

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Strategic Report Governance Report Additional InformationFinancial Statements

Consolidated Cash Flow Statement

Year ended 30 June 2026

		2026	2025
	Note	£m	£m
Operating activities
Profit before tax		39.9	49.0
Finance costs	8	10.2	11.2
Exceptional items excluding finance costs	4	7. 6	4.0
Share-based payments charge	5	1.6	1.6
Depreciation of property, plant and equipment	14	16.9	15.8
Depreciation of right-of-use assets	15	4 .1	3.9
Loss on disposal of property, plant and equipment		0.4	0. 4
Amortisation of intangible assets	13	1.3	1.9
Impairment/(reversal of impairment) of property, plant and equipment	14	0.1	(0.6)
Operating cash flow before changes in working capital, exceptional items and additional pension funding		82. 1	8 7. 2
(Increase)/decrease in receivables		(2.3)	9.9
Increase in inventories		(8.4)	(2.4)
(Decrease)/increase in payables		(9. 0)	6.2
Operating cash flow after changes in working capital before exceptional items
and additional pension funding		62.4	100.9
Additional cash funding of pension scheme	22	(5.7)	(7 .0)
Cash generated from operations
before exceptional items		56.7	93.9
Cash outflow in respect of exceptional items		(7 .6)	(3.2)
Cash generated from operations		49. 1	9 0.7
Interest paid		(7 .3)	(7 .9)
Refinancing costs paid		(0.6)	(1.8)
Taxation paid		(7 .8)	(17 .9)
Net cash generated from operating activities		33.4	6 3 .1

		2026	2025
	Note	£m	£m
Investing activities
Purchase of property, plant and equipment	14	(20.0)	(20.0)
Purchase of intangible assets	13	(11.2)	(10.4)
Settlement of derivatives used in net investment hedges		0.3	0. 4
Net cash used in investing activities		(30.9)	(30. 0)
Financing activities
Drawdown/(repayment) of overdrafts		1.2	(9.8)
Drawdown of other loans		5.8	11.5
Repayment of bank loans		(65.2)	(65.0)
Drawdown of bank loans		108.9	6 1 .1
Repayment of IFRS 16 lease obligations	15	(4.5)	(4.2)
Redemption of B Shares		(0. 1)	—
Dividends paid		(5.2)	—
Purchase of own shares through the EBT		(6.4)	(2.4)
Buyback of own shares		(6.4)	—
Net cash generated from/(used in)
financing activities		28. 1	(8.8)
Increase in net cash and cash equivalents		30.6	24.3
Net cash and cash equivalents
at the start of the year		34.2	9.3
Currency translation differences		0.4	0. 6
Net cash and cash equivalents
at the end of the year		65.2	34.2

116

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Consolidated Statement of Changes in Equity

Year ended 30 June 2026

					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 2025		17 .4	68.6	(1.2)	(0.2)	77 .2	(67 .5)	94.3
Profit for the year		—	—	—	—	—	30.0	30.0
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss:
Currency translation differences of foreign subsidiaries		—	—	—	1.7	—	—	1.7
Gain on net investment hedges	20	—	—	—	0.7	—	—	0.7
Gain on cash flow hedges in the year	20	—	—	0. 4	—	—	—	0.4
Cash flow hedges transferred to profit or loss		—	—	(0.5)	—	—	—	(0 .5)
Taxation relating to the items above	9	—	—	1.7	—	—	—	1.7
		—	—	1.6	2.4	—	—	4.0
Items that will not be reclassified to profit or loss:
Net actuarial gain on post-employment benefits	22	—	—	—	—	—	0.5	0. 5
Taxation relating to the items above	9	—	—	—	—	—	(0. 1)	(0. 1)
		—	—	—	—	—	0.4	0.4
Total other comprehensive income		—	—	1.6	2.4	—	0.4	4.4
Total comprehensive income		—	—	1.6	2.4	—	30.4	34.4
Transactions with owners of the parent
Redemption of B Shares		—	—	—	—	0.1	(0. 1)	—
Shares issued to the EBT		0.4	—	—	—	—	(0.4)	—
Purchase of own shares through the EBT		—	—	—	—	—	(6.4)	(6.4)
Buyback of own shares		(0.4)	—	—	—	0. 4	(6.4)	(6.4)
Dividends		—	—	—	—	—	(5.2)	(5.2)
Transfers between reserves		—	—	0.1	0.1	—	(0.2)	—
Share-based payments		—	—	—	—	—	1.6	1.6
Taxation relating to the items above		—	—	—	—	—	(1.2)	(1.2)
At 30 June 2026		17 .4	68.6	0.5	2.3	7 7. 7	(55.4)	111. 1

At 30 June 2026, the accumulated losses include a deduction of £6. 1 million (2025: £4.2m) for the cost of own shares held in relation to employee share schemes. Further information on

own shares is presented in note 25.

117

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Consolidated Statement of Changes in Equity continued

Year ended 30 June 2026

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 2024		17 .4	68.6	0. 2	(1. 1)	77 .2	(98.9)	63.4
Profit for the year		—	—	—	—	—	33.2	33.2
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss:
Currency translation differences of foreign subsidiaries		—	—	—	0.8	—	—	0. 8
Gain on net investment hedges	20	—	—	—	0.1	—	—	0.1
Loss on cash flow hedges in the year	20	—	—	(0 .6)	—	—	—	(0.6)
Cash flow hedges transferred to profit or loss		—	—	(0.6)	—	—	—	(0.6)
Taxation relating to the items above	9	—	—	(0 .2)	—	—	—	(0.2)
		—	—	(1.4)	0. 9	—	—	(0.5)
Items that will not be reclassified to profit or loss:
Net actuarial loss on post-employment benefits	22	—	—	—	—	—	(1.2)	(1.2)
Taxation relating to the items above	9	—	—	—	—	—	0.3	0.3
		—	—	—	—	—	(0.9)	(0.9)
Total other comprehensive (expense)/income		—	—	(1.4)	0. 9	—	(0.9)	(1.4)
Total comprehensive (expense)/income		—	—	(1.4)	0.9	—	32.3	31.8
Transactions with owners of the parent
Purchase of own shares through the EBT		—	—	—	—	—	(2.4)	(2.4)
Share-based payments		—	—	—	—	—	1.6	1.6
Taxation relating to the items above		—	—	—	—	—	(0. 1)	(0. 1)
At 30 June 2025		17 .4	68.6	(1.2)	(0.2)	77 .2	(67 .5)	94.3

118

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Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements

Year ended 30 June 2026

1. Corporate information

McBride plc (the ‘Company’) is a public

company limited by shares incorporated

and domiciled in the United Kingdom

and registered in England and Wales. The

Company’s ordinary shares are listed on

the London Stock Exchange. The registered

office of the Company is Middleton Way,

Middleton, Manchester M24 4DP .

The Company and its subsidiaries

(together, the ‘Group’) is Europe’s leading

manufacturer and supplier of private label

and contract manufactured products for

the domestic household and professional

cleaning/hygiene markets. The Group

develops and manufactures products for

retailers and brand owners in Europe and

the Asia-Pacific region.

2. Material accounting policies

Accounting period

The Group’s annual financial statements

are drawn up to 30 June. These financial

statements cover the year ended

30 June 2026 (‘2026’) with comparative

amounts for the year ended 30 June 2025

(‘2025’).

Basis of preparation

The consolidated financial statements on

pages 114 to 164 have been prepared on

the going concern basis in accordance

with UK-adopted International Accounting

Standards and with the requirements of

the Companies Act 2006 as applicable

to companies reporting under those

standards. The financial statements

have been prepared under the historical

cost convention, modified in respect of

the revaluation to fair value of financial

assets and liabilities (derivative financial

instruments) either through other

comprehensive income or profit or loss,

assets held for sale and defined benefit

pension scheme assets.

A summary of the material accounting

policies is set out below. The accounting

policies that follow set out those policies

that apply in preparing the financial

statements for the year ended 30 June 2026

and the Group and Company have applied

the same policies throughout the year.

Going concern

The Group’s business activities, together

with the factors likely to affect its future

development, performance and position,

are set 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 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 2026,

liquidity, as defined in note 30, amounted

to £167.6 million.

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 (from 2027 to 2029), 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:€1.15.

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 2027;

• revenue growth reducing to 1% in 2028

and 2029, 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 and financial forecasts, stress

testing for 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.

Segmental reporting

Operating segments are reported in

a manner consistent with the internal

reporting provided to the chief operating

decision maker. The Board of McBride

plc assesses the financial performance

and position of the Group and makes

strategic decisions. Therefore, the Board of

McBride plc has been identified as the chief

operating decision maker.

Financial information is presented to the

Board by product technology for the

purposes of allocating resources within

the Group and assessing the performance

of the Group’s businesses. There are five

separately managed and accountable

business divisions:

• Liquids;

• Unit Dosing;

• Powders;

• Aerosols; and

• Asia Pacific.

Intra-group revenue from the sale of

products is agreed and reconciled between

the relevant customer-facing units and

eliminated in the segmental presentation

that is presented to the Board and therefore

excluded from the reported figures. Most

overhead costs are directly attributed within

the respective divisions’ income statements.

Central overheads are allocated to a

reportable segment proportionally using an

appropriate cost driver and include costs of

certain Group functions (mostly associated

with financial disciplines such as treasury).

Corporate costs are reported separately

and include the costs associated with the

Board and the Executive Leadership Team,

governance and being a listed company.

Exceptional items are detailed in note 4

and are not allocated to the reportable

segments as this reflects how they are

reported to the Board. Finance expense and

income are not allocated to the reportable

segments, as the Group Treasury function

manages this activity, together with the

overall net debt position of the Group.

119

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Segmental reporting continued

The Board uses adjusted operating profit

to measure the profitability of the Group’s

businesses. Adjusted operating profit

is, therefore, the measure of segment

profit presented in the Group’s segment

disclosures. Adjusted operating profit

represents operating profit before 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. 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.

Adjusted operating profit is not defined

under IFRS and is therefore termed a

non-GAAP measure. The rationale for using

this measure, along with a reconciliation

from the nearest measures prepared in

accordance with IFRS, is discussed in

alternative performance measures on

page 163.

Segment information is presented in note 3.

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.

Basis of consolidation

The consolidated financial statements

include the results, cash flows and

assets and liabilities of the Group and

its subsidiaries. Details of the Group’s

subsidiaries at 30 June 2026 are set out

on page 173.

Subsidiaries are all entities over which the

Group has control. The Group controls

an entity where the Group is exposed to,

or has rights to, variable returns from its

involvement with the entity and has the

ability to affect those returns through its

power to direct the activities of the entity.

The Group’s results, cash flows and assets

and liabilities include those of each of its

subsidiaries from the date on which the

Group obtains control until such time as

the Group loses control.

Intra-group balances and transactions, and

any unrealised gains and losses arising from

intra-group transactions, are eliminated

on consolidation. Consistent accounting

policies are adopted across the Group.

Business combinations

A business combination is a transaction

or other event in which the Group obtains

control of one or more businesses. Business

combinations are accounted for using the

acquisition method.

Goodwill arising in a business combination

represents the excess of the sum of the

consideration transferred, the amount of

any non-controlling interest in the acquired

business and, in a business combination

achieved in stages, the fair value at the

acquisition date of the Group’s previously

held equity interest, over the net total of

the identifiable assets and liabilities of the

acquired business at the acquisition date.

If the identifiable assets and liabilities of the

acquired business exceed the aggregate of

the consideration transferred, the amount of

any non-controlling interest in the business

and the fair value at the acquisition date

of any previously held equity interest, the

excess is recognised as a gain in profit or

loss. The fair value of assets and liabilities

can be revised up to twelve months

following the date of acquisition.

Consideration transferred in a business

combination represents the sum of the fair

values at the acquisition date of the assets

given, liabilities incurred or assumed and

equity instruments issued by the Group

in exchange for control over the acquired

business.

Acquisition-related costs are charged to

profit or loss in the year in which they are

incurred.

Changes in the amount of contingent

consideration payable that result from

events after the acquisition date, such as

meeting a revenue or profit target, are not

measurement period adjustments and are,

therefore, recognised in profit or loss.

Any non-controlling interest in the

acquired business is measured either at fair

value or at the non-controlling interest’s

proportionate share of the identifiable

assets and liabilities of the business.

Changes in the Group’s ownership interest

in a subsidiary that do not result in a loss of

control are accounted for within equity.

If the Group loses control of a subsidiary,

it derecognises the assets and liabilities and

related equity components of the subsidiary

and measures any investment retained in

the former subsidiary at its fair value at the

date when control is lost. Any gain or loss

on a loss of control is recognised in profit

or loss.

Foreign currency translation

The Group’s presentational currency

is Pound Sterling. At an entity level,

transactions in foreign currencies are

translated into the entity’s functional

currency at the exchange rate ruling at the

date of the transaction. Monetary assets and

liabilities denominated in foreign currencies

are translated at the exchange rate ruling at

the balance sheet date. Currency translation

differences arising at entity level are

recognised in profit or loss.

On consolidation, the results of foreign

operations are translated into Pound

Sterling at the average exchange rate for

the year and their assets and liabilities

are translated into Pound Sterling at the

exchange rate ruling at the balance sheet

date. Currency translation differences

arising on consolidation are recognised in

other comprehensive income and taken to

the currency translation reserve.

In the event that a foreign operation is sold,

the gain or loss on disposal recognised in

profit or loss is determined after taking into

account the cumulative currency translation

differences arising on consolidation of

the operation subsequent to the adoption

of IFRS.

In the cash flow statement, the cash flows

of foreign operations are translated into

Sterling at the average exchange rate for

the year .

Revenue

Revenue from contracts with customers from

the sale of goods is measured at the invoiced

amount, net of sales rebates, discounts,

value added tax and other sales taxes.

Revenue is recognised on the transfer of

the control of goods upon delivery of the

goods to the customer when the significant

risks and rewards of ownership are passed

to the customer and when all contractual

performance obligations have been met.

Accruals for sales rebates and discounts

are established at the time of sale based on

management’s judgement of the amounts

payable under the contractual arrangements

with the customer.

The estimated rebates or discounts payable

do not contain significant estimates as

they are mostly contractually driven

and are based on, amongst other things,

expected sales to the customer during

the period to which the rebate or discount

relates, historical experience and market

information.

120

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

Revenue continued

The type of rebates and discounts given by

the Group include:

• volume-related rebates for achieving

sales targets within a set period; and

• promotional, marketing and other

allowances to support specific

promotional pricing discounts, in-store

displays and cost reimbursement.

At 30 June 2026, the carrying amount of

accruals relating to rebates and discounts

amounted to £2.4 million (2025: £2.5m).

Rebates equate to less than 1.0% (2025:

less than 1.0%) of revenue and are not

considered to be a critical judgement.

There is an element of judgement applied

to the level of future achieved sales within

volume-related rebates.

Payment is typically due 60 days after

despatch. The Group has an obligation for

returns due to damages and recognises a

credit note provision and corresponding

adjustment to revenue.

The Group acts as an agent in some

jurisdictions in relation to environmental

taxes collected from customers and paid

to third parties. There is no impact to the

consolidated income statement for the

collection and payment of these taxes.

Exceptional items

Exceptional items are material either

individually or, if of a similar type, in

aggregate and which, due to their nature

or the infrequency of the events giving

rise to them, are presented separately to

assist users of the financial statements

in assessing the underlying trading

performance and trends of the Group’s

businesses either year on year or with

other businesses.

Examples of exceptional items include, but

are not limited to, the following:

• costs arising from significant

restructuring projects deemed to

be of sufficient scale and impact to

fundamental business reshaping;

• restructuring and other expenses relating

to the integration of an acquired business

and related expenses for reconfiguration

of the Group’s activities;

• impairment of current and non-current

assets;

• gains/losses on disposals of businesses;

• acquisition-related costs, including

adviser fees incurred for significant

transactions, and adjustments to the fair

values of assets and liabilities that result

in non-recurring charges to the income

statement; and

• costs arising because of material and

non-recurring regulatory and litigation

matters.

Borrowing costs

Borrowing costs directly attributable to

the construction of a manufacturing or

distribution facility are capitalised as part

of the cost of the facility if, at the outset

of construction, the facility was expected

to take a substantial period of time to get

ready for its intended use.

Costs attributable to the arrangement of

term borrowing facilities are amortised over

the life of those facilities.

All other borrowing costs are recognised in

profit or loss in the year in which they are

incurred.

Goodwill

Goodwill arising in a business combination

is recognised as an intangible asset and

is allocated to the cash-generating unit

(CGU) or group of CGUs that are expected

to benefit from the synergies of the

acquisition.

Goodwill is not amortised but is tested for

impairment annually and whenever there

are events or changes in circumstances that

indicate that its carrying amount may not

be recoverable.

Goodwill is carried at cost less any

recognised impairment losses. Impairment

charges are recognised in administrative

expenses.

Other intangible assets

Other intangible assets are stated at cost

less accumulated amortisation and any

recognised impairment loss. Amortisation

is recognised in administrative expenses.

Assets under development are not

amortised.

(i) Assets acquired in business

combinations

An intangible resource acquired in a

business combination is recognised as an

intangible asset if it is separable from the

acquired business or arises from contractual

or legal rights.

An acquired intangible asset with a definite

useful life is amortised on a straight-line

basis so as to charge its fair value at the

date of acquisition to profit or loss over its

expected useful life as follows:

Patents, brands

and trademarks – up to five years

Customer relationships – up to eight years

(ii) Product development costs

All research expenditure is charged to profit

or loss in the year in which it is incurred.

Development expenditure is charged

to profit or loss in the year in which

it is incurred unless it relates to the

development of a new or significantly

improved product or process whose

technical and commercial feasibility is

proven at the time of development and

therefore capitalised as an intangible asset.

Development expenditure is measured at

cost and amortised on a straight-line basis

over the expected useful life, which is in the

range of three to five years.

(iii) Computer software

Computer software and software licences

are recognised as intangible assets

measured at cost and are amortised on

a straight-line basis over their expected

useful lives, which are in the range of three

to five years.

Directly attributable costs that are

capitalised as part of computer software

include the related software development

employee costs.

Property, plant and equipment

Property, plant and equipment is stated at

cost less accumulated depreciation and any

recognised impairment losses.

Cost includes the original purchase price

of the asset and the costs attributable to

bringing the asset to its working condition

for its intended use by management.

Freehold land and freehold buildings

are presented as land and buildings.

Freehold land and payments on account

and assets in the course of construction

are not depreciated. Otherwise, property,

plant and equipment is depreciated on a

straight-line basis so as to charge its cost,

less any residual value, to profit or loss

over the expected useful life of the asset

as follows:

Freehold buildings – 50 years

Plant and equipment – three to ten years

Property, plant and equipment acquired

in a business combination is depreciated

on a straight-line basis so as to charge its

fair value at the date of acquisition, less

any residual value, to profit or loss over the

remaining expected useful life of the asset.

121

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

Right-of-use assets

The Group recognises right-of-use assets at

the commencement date of the lease (i.e. the

date the underlying asset is available for use).

Right-of-use assets are measured at cost, less

any accumulated depreciation and impairment

losses, and adjusted for any remeasurement

of lease liabilities. The cost of right-of-use

assets includes the amount of lease liabilities

recognised, initial direct costs incurred, and

lease payments made on or before the

commencement date less any lease incentives

received. Unless the Group is reasonably

certain to obtain ownership of the leased asset

at the end of the lease term, the recognised

right-of-use assets are depreciated on a

straight-line basis over the shorter of its

estimated useful life and the lease term.

Right-of-use assets are subject to impairment.

Lease liabilities

The Group recognises lease liabilities

measured at the present value of lease

payments to be made over the lease term.

The lease payments include fixed payments

(including in-substance fixed payments),

variable lease payments that depend on

an index or a rate, amounts expected to be

paid under residual value guarantees, less

any lease incentives receivable.

In determining the relevant cash flows within

a contract for each lease component, the

Group has made use of the practical expedient

available under IFRS 16 not to separate

non-lease components from lease components,

and instead accounts for each lease

component and any associated non-lease

components as a single lease component.

The lease payments also include the

exercise price of a purchase option

reasonably certain to be exercised by the

Group and payments of penalties for

terminating a lease, if the lease term reflects

the Group exercising the option to terminate.

The variable lease payments that do not

depend on an index or a rate are recognised

as an expense in the year in which the event

or condition that triggers the payment

occurs.

In calculating the present value of lease

payments, the Group uses the incremental

borrowing rate at the lease commencement

date if the interest rate implicit in the

lease is not readily determinable. After

the commencement date, the amount

of lease liabilities is increased to reflect

the accretion of interest and reduced for

the lease payments made. In addition,

the carrying amount of lease liabilities

is remeasured if there is a modification,

a change in the lease term, a change in

the in-substance fixed lease payments

or a change in the assessment to

purchase the underlying asset.

The Group determines the lease term as the

non-cancellable term of the lease, together

with any periods covered by an option to

extend the lease if it is reasonably certain

to be exercised, or any periods covered

by an option to terminate the lease, if it is

reasonably certain not to be exercised.

Short-term leases and leases of

low-value assets

The Group applies the short-term lease

recognition exemption to its short-term

leases of machinery and equipment

(i.e. those leases that have a lease

term of twelve months or less from the

commencement date and do not contain a

purchase option). It also applies the lease

of low-value assets recognition exemption

to leases of office equipment that are

considered of low value (i.e. below £5,000).

Lease payments on short-term leases and

leases of low-value assets are recognised as

an expense on a straight-line basis over the

lease term.

Impairment of non-financial assets

Goodwill, other intangible assets and

property, plant and equipment are

tested for impairment whenever events

or circumstances indicate that their

carrying amounts may not be recoverable.

Additionally, goodwill is subject to an annual

impairment test whether or not there are

any indicators of impairment.

An asset is impaired to the extent that its

carrying amount exceeds its recoverable

amount, which represents the higher of the

asset’s value-in-use and its fair value less

costs of disposal. An asset’s value-in-use

represents the present value of the future

cash flows expected to be derived from the

continued use of the asset. Fair value less

costs of disposal is the amount obtainable

from the sale of the asset in an arm’s length

transaction between knowledgeable, willing

parties, less the costs of disposal.

Where it is not possible to estimate the

recoverable amount of an individual asset,

the recoverable amount is determined for

the cash-generating unit (CGU) to which

the asset belongs. An asset’s CGU is the

smallest group of assets that includes

the asset and generates cash inflows

that are largely independent of the cash

inflows from other assets or groups of

assets. Goodwill does not generate cash

flows independently of other assets and

is, therefore, tested for impairment at the

level of the CGU or group of CGUs to which

it is allocated.

Value-in-use is based on estimates of

pre-tax cash flows discounted at a pre-tax

discount rate that reflects the risks specific

to the CGU to which the asset belongs.

Where necessary, impairment of

non-financial assets other than goodwill

is recognised before goodwill is tested for

impairment.

When goodwill is tested for impairment and

the carrying amount of the CGU or group

of CGUs to which it is allocated exceeds

its recoverable amount, the impairment

is allocated first to reduce the carrying

amount of the goodwill and then to the

other non-financial assets belonging to the

CGU or group of CGUs pro-rata on the basis

of their respective carrying amounts.

Impairment losses are recognised in profit

or loss. Impairment losses recognised

in previous years for assets other than

goodwill are reversed if there has

been a change in the estimates used

to determine the asset’s recoverable

amount, but only to the extent that

the carrying amount of the asset does

not exceed its carrying amount had no

impairment been recognised in previous

years. Impairment losses recognised in

respect of goodwill cannot be reversed.

Inventories

Inventories are stated at the lower of cost

and net realisable value with due allowance

for any excess, obsolete or slow-moving

items. Cost represents the expenditure

incurred in bringing each product to its

present location and condition. The cost

of raw materials is measured on a first-in,

first-out (FIFO) basis. The cost of finished

goods and work in progress comprises the

cost of raw materials, direct labour and

other direct costs, together with related

production overheads based on normal

operating capacity. Net realisable value is

the estimated selling price less estimated

costs of completion and estimated selling

and distribution costs.

Financial instruments

The Group 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.

122

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

Financial instruments continued

The classification depends on the Group’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 Group reclassifies debt instruments

when, and only when, its business model for

managing those instruments changes.

At initial recognition, the Group 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.

Subsequent measurement of debt

instruments depends on the Group’s

business model for managing the

instrument and its cash flow characteristics.

There are three measurement categories

into which the Group 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 Group assesses on

a forward-looking basis the expected

credit losses (ECLs) 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. ECLs are recognised in two stages.

For credit exposures for which there

has not been a significant increase

in credit risk since initial recognition,

ECLs are provided for credit losses

that result from default events that are

possible within the next twelve months

(a twelve-month ECL). For those credit

exposures for which there has been a

significant increase in credit risk since

initial recognition, a loss allowance is

required for credit losses expected

over the remaining life of the exposure,

irrespective of the timing of the default

(a lifetime ECL);

• 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 a separate 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 net within other

gains/(losses) in the year in which it

arises.

(i) Trade and other receivables

Trade and other receivables are recognised

initially at fair value and subsequently

measured at amortised cost using the

effective interest method, less provision for

impairment. Under the Group’s business

model, trade and other receivables are held

for collection of contractual cash flows and

represent solely payments of principal and

interest. A provision for impairment of trade

receivables is established based on the

expected credit loss.

For trade receivables and contract assets,

the Group applies the IFRS 9 simplified

approach in calculating ECLs. Therefore,

the Group does not track changes in

credit risk, but instead recognises a loss

allowance based on lifetime ECLs at each

reporting date. The Group has established

a provision matrix that is based on shared

credit risk characteristics, its historical

credit loss experience and days past

due, adjusted for forward-looking factors

specific to the debtors and the economic

environment. The amount of the provision is

recognised in the balance sheet within trade

receivables. Movements in the provision are

recognised in the profit and loss account in

administrative expenses.

(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.

(iii) Trade payables

Trade payables are initially recognised

at fair value and subsequently held at

amortised cost.

(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.

Invoice discounting

The Group utilises a number of invoice

discounting facilities to provide working

capital. Under these arrangements,

trade receivables are sold to a finance

provider in exchange for an advance of a

percentage of the invoice value. The Group

retains responsibility for the collection

of receivables and bears the credit risk

of customer default. The facilities are

accounted for as a secured loan, with the

advance received recognised as a liability

under borrowings. Trade receivables remain

on the balance sheet until settled by the

customer. Finance charges are calculated

based on the outstanding balance of the

advance and are expensed as incurred.

(v) Net debt

Net debt comprises cash and cash

equivalents, overdrafts, bank and other

loans and lease liabilities, as defined in

note 30.

123

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

Financial instruments continued

(vi) Derivative financial instruments

The Group uses derivative financial

instruments, principally forward currency

contracts and interest rate derivatives, to

reduce its exposure to exchange rate and

interest rate movements. The Group does

not hold or issue derivatives for speculative

purposes.

Derivative financial instruments are

recognised as assets and liabilities

measured at their fair values at the balance

sheet date. Changes in their fair values

are recognised in profit or loss. Derivative

financial instruments are, therefore, likely to

cause volatility in profit or loss in situations

where the hedged item is not recognised in

the financial statements or is recognised but

its carrying amount is not adjusted to reflect

fair value changes arising from the hedged

risk, or is so adjusted but that adjustment is

not recognised in profit or loss. Provided the

conditions specified by IFRS 9, ‘Financial

Instruments’ are met, hedge accounting

may be used to mitigate this volatility in

profit or loss.

Derivative financial instruments are

classified as current assets or liabilities

unless they are in a designated hedging

relationship and the hedge item is classified

as a non-current asset or liability. Derivative

financial instruments that are not in a

designated hedging relationship are

classified as FVPL.

(vii) Offsetting financial instruments

Financial assets and liabilities are offset

and the net amount reported in the balance

sheet where there is a legally enforceable

right to offset the recognised amounts, and

there is an intention to settle on a net basis

or realise the asset and settle the liability

simultaneously.

Hedge accounting

For a hedging relationship to qualify for

hedge accounting, it must be documented

on inception together with the Group’s risk

management objective and strategy for

initiating the hedge, and it must both be

expected to be highly effective in offsetting

the changes in cash flows or fair value

attributed to the hedged risk and actually

be highly effective in doing so. When hedge

accounting is used, the hedging relationship

is classified as a cash flow hedge or a net

investment hedge.

When forward contracts are used to hedge

forecast transactions, the Group generally

designates the change in the fair value of

the forward contract related to both the

spot component and forward element

as the hedging instrument. For option

contracts, the change in the fair value of the

option contract related to the intrinsic value

is designated as the hedging instrument.

The time value of money is treated as the

cost of hedging.

(i) Cash flow hedge

Hedging relationships are classified as cash

flow hedges where the hedging instrument

hedges exposure to variability in cash flows

that is attributable either to a particular

risk associated with a recognised asset

or liability (such as interest payments

on variable rate debt), a highly probable

forecast transaction (such as forecast

revenue) or a firm commitment that could

affect profit or loss.

Where a hedging relationship is classified

as a cash flow hedge, to the extent that

the hedge is effective, the change in the

fair value of the hedging instrument is

recognised in other comprehensive income

rather than in profit or loss. The gain or

loss relating to the ineffective portion is

recognised immediately in profit and loss.

When the hedged item affects profit or loss

(for example, when a forecast sale that is

hedged takes place), the cumulative gain

or loss recognised in other comprehensive

income is transferred to profit or loss.

When a forecast transaction that has been

hedged results in the recognition of a

non-financial asset (for example, inventory),

the cumulative gain or loss recognised in

other comprehensive income is transferred

from equity as an adjustment to the cost of

the asset.

When a hedging instrument expires or is

sold, or when a hedge no longer meets the

criteria for hedge accounting, any cumulative

gain or loss existing in equity at that time

remains in equity and is recognised when

the forecast transaction is ultimately

recognised in the income statement. When

a forecast transaction is no longer expected

to occur, the cumulative gain or loss that

was reported in equity is immediately

transferred to the income statement.

(ii) Net investment hedge

A net investment hedge is the hedge of

the currency exposure on the retranslation

of the Group’s net investment in a foreign

operation. Net investment hedges are

accounted for similarly to cash flow hedges.

Changes in the fair value of the hedging

instrument are, to the extent that the

hedge is effective, recognised in other

comprehensive income. In the event that

the foreign operation is disposed of, the

cumulative gain or loss recognised in other

comprehensive income is transferred to

profit or loss and included in the gain or

loss on disposal of the foreign operation.

Pensions and other

post-employment benefits

Post-employment benefits principally

comprise pension benefits provided to

employees in the UK and Continental

Europe. The Group operates both defined

benefit and defined contribution pension

schemes.

(i) Defined contribution schemes

Under a defined contribution pension scheme,

the Group makes fixed contributions to a

separate pension fund. The amount of

pension that the employee will receive on

retirement is dependent entirely on the

investment performance of the Fund and the

Group has no obligation with regard to the

future pension values received by employees.

Payments to defined contribution schemes

are recognised in profit or loss in the year

in which they fall due. To the extent defined

contribution scheme contributions are

due but unpaid, amounts outstanding are

recognised in other payables.

(ii) Defined benefit schemes

Under a defined benefit pension scheme,

the amount of pension that an employee

will receive on retirement is fixed based

on factors such as pensionable salary,

years of service and age on retirement.

In most cases, the schemes are funded

by contributions from the Group and the

participating employees. The Group is

obliged to make additional contributions if

the Fund has insufficient assets to meet its

obligation to pay accrued pension benefits.

Actuarial valuations of the defined benefit

schemes are carried out annually at the

balance sheet date by independent qualified

actuaries. Scheme assets are measured at

their fair value at the balance sheet date.

Benefit obligations are measured on an

actuarial basis using the projected unit

credit method and are discounted using

the market yields on high-quality corporate

bonds at the balance sheet date.

The defined benefit liability or asset

recognised in the balance sheet comprises

the difference between the present value

of the benefit obligations and the fair value

of the scheme assets. Where a scheme is in

surplus, the asset recognised is limited to

the present value of any amounts that the

Group expects to recover by way of refunds

or a reduction in future contributions.

124

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

Pensions and other

post-employment benefits

continued

(ii) Defined benefit schemes continued

Defined benefit schemes are recognised

in profit or loss by way of the service cost

and the net interest cost on the benefit

obligation. The service cost represents the

increase in the present value of the benefit

obligation relating to additional years

of service accrued during the year, less

employee contributions.

Gains or losses on curtailments or settlements

are recognised in profit or loss in the year in

which the curtailment or settlement occurs.

Actuarial gains and losses are recognised in

other comprehensive income in the year in

which they occur.

Share-based payments

The Group operates share schemes

under which it grants equity-settled

and cash-settled awards over ordinary

shares in the Company to certain of

its employees. The Group recognises a

compensation expense 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 at each

reporting date, the estimate of the number

of options that are expected to vest is

revised based on the non-market vesting

and service conditions.

Generally, the compensation expense is

recognised on a straight-line basis over the

vesting period. For equity-settled awards,

a corresponding credit is recognised in

equity while for cash-settled awards at each

reporting date, a corresponding liability to

settle is recognised in the balance sheet.

In the event of the cancellation of an

equity-settled award, the compensation

expense that would have been recognised

over the remainder of the vesting period is

recognised immediately in profit or loss.

Provisions

A provision is a liability of uncertain timing

or amount and is generally recognised when

the Group has a present obligation (legal or

constructive) as a result of a past event, it is

probable that a payment will be required to

settle the obligation and the payment can

be estimated reliably.

Provision is made for restructuring costs

when a detailed formal plan for the

restructuring has been determined and the

plan has been communicated to the parties

that may be affected by it. Gains from the

expected disposal of assets are not taken

into account in measuring restructuring

provisions and provision is not made for

future operating losses.

At 30 June 2026, the Group held provisions

amounting to £3.9 million (2025: £4.3m),

which principally represented claims,

reorganisation and restructuring costs and

environmental remediation provisions.

Adjustment to the amounts recognised

would arise if it becomes necessary to revise

the assumptions and estimates on which

the provisions are based, if circumstances

change such that contingent liabilities must

be recognised or if management becomes

aware of obligations that are currently

unknown.

Provisions are discounted where the effect

of the time value of money is material.

Contingent liabilities

The Group recognises provisions for

liabilities when it is more likely than not

that a settlement will be required and

the value of such a payment can be

reliably estimated. There are a number of

contingent liabilities that arise in the normal

course of business which, if realised, are not

expected to result in a material liability to

the Group.

At 30 June 2026, the Group had contingent

liabilities amounting to £nil (2025: £nil).

Taxation

Current tax is the amount of tax payable or

recoverable 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 deductible in

earlier or subsequent years. Current tax is

calculated using tax rates that have been

enacted or substantively enacted at the

balance sheet date.

Deferred tax is tax expected to be payable

or recoverable on differences between the

carrying amount of an asset or liability and

its tax base used in calculating taxable

profit. Deferred tax is accounted for using

the liability method, whereby deferred tax

liabilities are generally recognised for all

taxable temporary differences and deferred

tax assets are recognised to the extent

that it is probable that taxable profits will

be available in the future against which

the deductible temporary differences may

be utilised.

Deferred tax assets and liabilities are not

recognised if the temporary difference

arises from the initial recognition of

goodwill or from the initial recognition of

other assets and liabilities in a transaction

other than a business combination that

affects neither accounting profit nor

taxable profit.

Deferred tax is provided on temporary

differences arising on investments in foreign

subsidiaries, except where the Group is able

to control the reversal of the temporary

difference and it is probable that it will not

reverse in the foreseeable future.

Deferred tax is calculated using the enacted

or substantively enacted tax rates that

are expected to apply when the asset is

recovered or the liability is settled.

Current tax assets and liabilities are offset

when there is a legally enforceable right

to set off the amounts and management

intends to settle on a net basis. Deferred

tax assets and liabilities are offset where

there is a legally enforceable right to set

off current tax assets and liabilities and the

deferred tax assets and liabilities relate to

income taxes levied by the same taxation

authority on the same taxable entity.

Current tax and deferred tax is recognised

in profit or loss unless it relates to an item

that is recognised in the same or a different

year outside profit or loss, in which case

it too is recognised outside profit or loss,

either in other comprehensive income or

directly in equity.

Where there is uncertainty as to whether

treatments in the tax return will be accepted

by a taxation authority, the judgements

and estimates made in recognising and

measuring the uncertainty are based on

information available at the time. The Group

reassesses these judgements and estimates

if the facts and circumstances change or

new information becomes available.

This may include, but is not restricted

to, examination by a taxation authority,

implicit or explicit acceptance by a taxation

authority of a particular tax treatment, the

expiry of the taxation authority’s right to

examine or re-examine a tax treatment and

changes in legislation.

125

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

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 2026 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. B Shares

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

Employee Share Ownership Plan (ESOP)

trust in relation to the Group’s employee

share schemes. When own shares are

acquired, the cost of purchase in the market

is deducted from equity. Gains or losses

on the subsequent transfer or sale of own

shares are also recognised in equity.

New accounting standards and

interpretations

The following standards and amendments

were effective for periods beginning on

or after 1 January 2025, and as such, have

been applied in these financial statements.

The Group has not early adopted any other

standard or interpretation that is issued but

not yet effective.

• Amendments to IAS 21, ‘Lack of

Exchangeability’: to add requirements

to help entities to determine whether

a currency is exchangeable into another

currency, and the spot exchange rate

to use when it is not.

New accounting standards and

interpretations issued but not yet

effective

The new and amended standards and

interpretations that are issued, but not yet

effective, up to the date of issuance of the

Group’s financial statements are disclosed

below.

The Group intends to adopt these new and

amended standards and interpretations, if

applicable, when they become effective.

• Amendments to IFRS 9, ‘Financial

Instruments’ and IFRS 7, ‘Financial

Instruments: Disclosures’, amendments

to the classification and measurement

of financial instruments: to respond to

recent questions arising in practice,

and to include new requirements not

only for financial institutions but also

for corporate entities – effective for

annual periods beginning on or after

1 January 2026.

• IFRS 18, ‘Presentation and Disclosure in

Financial Statements’: a new standard

on presentation and disclosure in

financial statements, which replaces

IAS 1, ‘Presentation of Financial

Statements’, with a focus on updates to

the statement of profit or loss – effective

for annual periods beginning on or after

1 January 2027.

• IFRS 19, ‘Subsidiaries without Public

Accountability: Disclosures’: an eligible

subsidiary applies the requirements in

other IFRS accounting standards except

for the disclosure requirements; and it

applies instead the reduced disclosure

requirements in IFRS 19 – effective for

annual periods beginning on or after

1 January 2027.

• Annual improvements to IFRS – Volume

11: annual changes that either clarify

the wording in an accounting standard

or correct relatively minor unintended

consequences, oversights or conflicts

between the requirements in the

accounting standards – effective for

annual periods beginning on or after

1 January 2026.

Due to the nature of the reporting and

classification changes involved, once

effective, IFRS 18 is expected to have a

significant impact on the way in which the

Group reports its consolidated financial

statements and accompanying notes. The

Group continues to review the impact of

IFRS 18 and prepare for its implementation.

None of the other aforementioned

amendments are expected to have a

significant impact on the Group; however,

the Group will continue to consider

these and any additional amendments,

interpretations and new standards to

identify potential future impact.

Critical accounting 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,

estimates and assumptions that affect

the application of accounting policies and

the reported 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, including

expectations of future events that might

have a financial impact on the Company

and that are believed to be reasonable

under the circumstances.

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 period in which the

estimate is revised if the revision affects

only that period, or in the period of the

revision and future periods if the revision

affects both current and future periods.

The Directors have carefully considered the

accounting implications of the following

developments in their review of critical

judgements, estimates and assumptions:

• Impacts of high inflation and interest

rates: Companies continue to experience

the effect of high inflation and interest

rates, which impact all aspects of the

business including increasing costs such

as raw materials and wages, changes

in customer behaviour and credit risk,

negotiations of contract terms and

investment and financing decisions.

• Climate change: The impact of ESG

matters, specifically focused on the

effect of climate change, both from a

qualitative and quantitative perspective,

continues to impact companies.

• Global conflicts and sanctions:

Global conflicts and the imposition of

international sanctions continue to have

a pervasive economic impact worldwide

and particularly where businesses

engage in economic activities that might

be affected by recent developments in

these areas.

Critical judgements

(i) Determination of cash-generating

units (CGUs)

A CGU is the smallest group of assets that

generates cash inflows that are largely

independent of the cash inflows from other

assets or groups of assets. Impairment

testing requires management to determine

the net discounted cash flows expected

to arise from a CGU. Management has

determined that the Group’s CGUs align

with the operating reportable segments,

or divisions, being Liquids, Unit Dosing,

Powders, Aerosols and Asia Pacific.

126

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

Critical judgements continued

(i) Determination of cash-generating

units (CGUs)

continued

In the case of the first four divisions,

segmentation is based on product

technologies. For Asia Pacific, segmentation

is based on location of both operations

and the market served. The judgement

applied in determining the Group’s CGUs

concerns the level at which cash flows

arise independently from other areas

of the business.

Whilst each division is made up of a number

of operational sites based in different

locations, sites within a division act as a

network to create a product offering for all

customers of that division. Therefore, cash

flows arising at any particular site within a

division have a level of dependence upon

other assets within the division as a whole.

Furthermore, divisional leadership teams

develop strategies for the division as a

whole and are accountable to deliver

them, including driving best practices and

performance across the whole division and

developing new products at a divisional

level based on specialist product format

knowledge. Sales and marketing teams also

operate at a divisional level.

Key sources of estimation uncertainty

(i) Pensions and other

post-employment benefits

Under IAS 19, ‘Employee benefits’, the cost

of defined benefit schemes is determined

based on actuarial valuations that are

carried out annually at the balance sheet

date. Actuarial valuations are dependent

on assumptions about the future that are

made by the Directors on the advice of

independent qualified actuaries.

If actual experience differs from these

assumptions, there could be a material

change in the amounts recognised by the

Group in respect of defined benefit schemes

in the next financial year.

At 30 June 2026, the present value of

defined benefit obligations in relation

to the UK scheme was £96.2 million

(2025: £97.8m). It was calculated using a

number of assumptions, including future

Consumer Price Index rate changes,

increases to pension benefits and mortality

rates. The present value of the benefit

obligation is calculated by discounting the

benefit obligation using market yields on

high-quality corporate bonds at the balance

sheet date.

At 30 June 2026, the fair value of the

scheme assets of the UK scheme was

£78.1 million (2025: £74.8m). The scheme

assets consist largely of securities and

managed funds whose values are subject

to fluctuation in response to changes in

market conditions.

A portion of unquoted investments have

valuations which precede the reporting

date and where the valuations have been

adjusted for cash movements between the

last valuation date and 30 June 2026, using

the valuation approach and inputs as at the

last valuation date.

Changes in the actuarial assumptions

underlying the benefit obligation, changes

in the discount rate applicable to the

benefit obligation and effects of differences

between the expected and actual return

on the scheme’s assets are classified

as actuarial gains and losses and are

recognised in other comprehensive income.

During 2026, the Group recognised a net

actuarial gain of £1.2 million (2025: loss

of £1.2m).

An analysis of the assumptions that will

be used by the Directors to determine the

cost of the defined benefit scheme that

will be recognised in profit or loss in the

next financial year and the sensitivity of the

benefit obligation to key assumptions is

presented in note 22.

(ii) Taxation

Judgements and estimates are required

in order to determine the appropriate

amount of tax provided for issues under

dispute with taxation authorities and for

tax matters which are considered uncertain

and on which it is probable that a future

tax liability will arise. The amount provided

is management’s best estimate of the tax

liability taking into consideration external

advice, known outcomes on similar tax

treatments and experience of tax authority

custom and practice.

At 30 June 2026, the Group reviewed

its exposure for ongoing tax audits and

uncertain tax treatments and made a

provision of £0.8 million (2025: £0.9m),

in line with IFRIC 23 requirements.

The Group operates across a number of

jurisdictions and tax risk can arise in relation

to the pricing of cross-border transactions.

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 a tax audit. The amount provided

also takes account of international dispute

resolution mechanisms, where available,

to mitigate double taxation. This analysis

is reassessed at each year end and the

estimates refined as additional information

becomes available. The provision for

uncertain tax positions has reduced from

that held in the prior year mainly due to

expiries in the statute of limitations.

The Group believes it has made adequate

provision for the liabilities likely to arise

from years which are open and not yet

agreed by tax authorities. The ultimate

liability for such matters may vary from

the amounts provided however and

is dependent upon the outcome of

agreements with relevant tax authorities,

dispute resolution processes in the relevant

jurisdictions or litigation where appropriate.

The Group has tax losses and other

deductible temporary differences that have

the potential to reduce future tax liabilities.

Deferred tax assets are recognised to the

extent that recovery is probable against

the future reversal of taxable temporary

differences and projected taxable income.

At 30 June 2026, the Group recognised

deferred tax assets of £41.2 million (2025:

£38.2m), including £25.8 million (2025:

£23.3m) in respect of tax losses. Deferred

tax assets amounting to £7.5 million (2025:

£7.5m) were not recognised in respect of

tax losses and tax credits carried forward.

The profit projections used to estimate

deferred tax asset recoverability are the

same as those used to assess the carrying

value of goodwill and the estimate is

therefore sensitive to the same factors

as those set out in note 12. Management

estimates that a reduction in the perpetual

growth rate to 0.0% would not result in an

impairment of the deferred tax asset.

The Group has applied the Pillar Two

income taxes exemption in IAS 12, so neither

recognises nor discloses information about

deferred tax assets and liabilities related to

Pillar Two income taxes.

127

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

3. Segment information

Segmental reporting

Financial information is presented to the Board by business division for the purposes of allocating resources within the Group and assessing the performance of the Group. There are

five separately managed and accountable business divisions. The European business is managed as four divisions based on product technology and the Asia Pacific division is based

on geography:

• Liquids;

• Unit Dosing;

• Powders;

• Aerosols; and

• Asia Pacific.

Intra-group revenue from the sale of products is agreed and reconciled between the relevant customer-facing units and eliminated in the segmental presentation that is presented to the

Board and therefore excluded from the reported figures. Most overhead costs are directly attributed within the respective divisions’ income statements. Central overheads are allocated

to a reportable segment proportionally using an appropriate cost driver and include costs of certain Group functions (mostly associated with financial disciplines such as treasury).

Corporate costs are reported separately and include the costs associated with the Board and the Executive Leadership Team, governance and being a listed company. Exceptional

items are detailed in note 4 and are not allocated to the reportable segments as this reflects how they are reported to the Board. Finance expense and income are not allocated to the

reportable segments, as the Group Treasury function manages this activity, together with the overall net debt position of the Group.

The Board uses adjusted operating profit to measure the profitability of the Group’s businesses. Adjusted operating profit is, therefore, the measure of segment profit presented in the

Group’s segment disclosures. Adjusted operating profit represents operating profit before 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. 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.

	Liquids	Unit Dosing	Powders	Aerosols	Asia Pacific	Corporate	Group
Year ended 30 June 2026	£m	£m	£m	£m	£m	£m	£m
Revenue	526.0	226.3	88.7	67.3	25.9	—	934.2
Adjusted operating profit/(loss)	31.4	23.8	5.7	3.6	1.3	(6.8)	59.0
Amortisation of intangible assets							(1.3)
Exceptional items (note 4)							(7.6)
Operating profit							50.1
Finance costs (note 8)							(10.2)
Profit before taxation							39.9
Inventories	63.6	37. 9	14.9	12.5	3.7	—	132.6
Capital expenditure	16.8	7. 4	3.5	2.2	1.1	—	31.0
Amortisation and depreciation	11.8	6.9	1.2	0.8	1.6	—	22.3

128

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

3. Segment information

continued

Segmental reporting continued

	Liquids	Unit Dosing	Powders	Aerosols	Asia 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

Geographical information

	Revenue		Non-current assets
	2026	2025	2026	2025
	£m	£m	£m	£m
United Kingdom	166.6	179.8	57.9	47.5
Germany	231.1	217.2	—	—
France	202.9	203.7	13.1	10.9
Italy	68.1	74.1	14.5	14.8
Spain	47.5	44.7	9.7	9.8
Other Europe	187.0	180.1	79.5	80.2
Asia Pacific	27.5	24.7	2.6	3.1
Rest of the World	3.5	2.2	—	—
Total	934.2	926.5	177.3	166.3

The geographical revenue information above is based on the location of the customer.

Non-current assets for this purpose consists of goodwill, other intangible assets, property, plant and equipment and right-of-use assets.

Revenue by major customer

In 2026 and 2025, no individual customer provided more than 10% of the Group’s revenue. During 2026, the top ten customers accounted for 54% of total Group revenue (2025: 53%).

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Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

4. Exceptional items

Analysis of exceptional items

	2026	2025
	£m	£m
Strategic partnership costs	1.6	—
Acquisition costs	2.1	—
ERP integration	2.2	—
Environmental remediation	1.0	0.4
Group-wide review of growth options	0.7	2.1
Organisation changes	—	1.5
Total charged to operating profit	7.6	4.0
Total exceptional items before tax	7.6	4.0

Total exceptional items of £7.6 million were recorded during the year (2025: £4.0m).

The charge comprised the following:

• £1.6 million costs associated with the strategic partnership with Vestacy;

• £2.1 million costs relating to due diligence and acquisition costs associated with the

acquisition of Eurotab;

• £2.2 million costs relating to the disruption, integration and assurance costs of the SAP

S/4HANA implementation;

• £1.0 million (2025: £0.4m) costs relating to the re-evaluation of the long-term

environmental remediation provision at Estaimpuis;

• £0.7 million (2025: £2.1m) costs relating to a Group-wide strategic review of growth

options; and

• £nil (2025: £1.5m) employee severance costs in relation to organisational changes

aimed at enhancing long-term operational efficiency and capability in line with the

Group’s strategy.

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:

	2026	2026	2025	2025
	Year end	Average	Year end	Average
	Number	Number	Number	Number
Manufacturing	2,582	2,594	2,626	2,621
Sales, general and administration	654	645	648	639
Total	3,236	3,239	3,274	3,260

The number of persons employed during the financial year ended 30 June 2026 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.

Aggregate payroll costs were as follows:

	2026	2025
	£m	£m
Wages and salaries	137.5	135.0
Social security costs	26.1	22.5
Share awards granted to Directors and employees	1.6	1.6
Other pension costs	4.2	3.7
Total	169.4	162.8

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:

	2026	2025
	£’000	£’000
Wages and salaries	1,347	1,710
Share awards granted to Directors	336	346
Other pension costs (1)	69	64
Total	1,752	2,120

(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 92 to 102.

Aggregate compensation for key management, being the Directors and members of the

Executive Committee, is shown in note 27.

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6. Auditors’ remuneration

Fees payable by the Group to the Company’s independent auditors,

PricewaterhouseCoopers LLP, and its associates, were as follows:

	2026	2025
	£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	1.3	1.2
Total fees	1.4	1.3

Fees for the audit of the Company’s financial statements represent fees payable to PwC

in respect of the audit of the Company’s individual financial statements and the Group’s

consolidated financial statements.

Fees payable by the Group to PwC totalled £54,563 (2025: £52,700) in respect of

non-audit services. These non-audit services included £53,213 (2025: £51,300) of other

non-audit assurance services.

7. Operating profit

Operating profit is stated after charging/(crediting):

	2026	2025
	£m	£m
Cost of inventories (included in cost of sales) (1)	516.7	515.2
Employee costs (note 5)	169.4	162.8
Amortisation of intangible assets (note 13)	1.3	1.9
Depreciation of property, plant and equipment (note 14)	16.9	15.8
Depreciation of right-of-use assets (note 15)	4.1	3.9
Loss on disposal of property, plant and equipment	0.4	0.4
Impairment/(reversal of impairment):
Property, plant and equipment (note 14)	0.1	(0.6)
Inventories (note 16)	4.0	2.4
Trade receivables (note 17)	1.0	0.4
Expense relating to short-term leases (note 15)	0.1	0.2
Expense relating to low-value leases (note 15)	0.2	0.1
Research and development costs not capitalised	10.3	9.8
Net foreign exchange gain	(0.1)	(0.1)

(1) Direct material costs only.

8. Finance costs

	2026	2025
	£m	£m
Finance costs
Interest on bank loans and overdrafts	7.2	8.3
Interest on lease liabilities (note 15)	0.4	0.4
Net foreign exchange loss/(gain)	0.3	(0.4)
Amortisation of facility fees	0.4	1.0
Non-utilisation and other fees	0.7	0.7
Adjusted finance costs excluding net interest cost
on defined benefit obligation	9.0	10.0
Post-employment benefits:
Net interest cost on defined benefit obligation (note 22)	1.2	1.2
Adjusted finance costs	10.2	11.2
Total finance costs	10.2	11.2

Interest rate derivatives are used to manage the interest rate profile of the Group’s

borrowings. Accordingly, interest income from interest rate caps of £0.3 million (2025:

£0.2m) is included in interest on bank loans and overdrafts.

No interest costs were capitalised in the current year (2025: £nil).

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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9. Taxation

Income tax expense

		2026			2025
	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	12.1	12.5	0.4	10.2	10.6
Adjustment for prior years	—	(0.4)	(0.4)	—	(0.1)	(0.1)
	0.4	11.7	12.1	0.4	10.1	10.5
Deferred tax expense/(credit)
Origination and reversal of temporary differences	(2.7)	0.2	(2.5)	1.4	1.1	2.5
Adjustment for prior years	0.2	0.1	0.3	2.2	0.6	2.8
	(2.5)	0.3	(2.2)	3.6	1.7	5.3
Income tax expense	(2.1)	12.0	9.9	4.0	11.8	15.8

Included in the current tax adjustment for the prior year is £0.1 million credit (2025: £0.5m 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 a tax 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 2026, the Group reviewed its tax exposure for ongoing tax audits and uncertain tax treatments and made a provision of £0.8 million (2025: £0.9m), in line with IFRIC 23

requirements.

Reconciliation to UK statutory tax rate

The total tax charge on the Group’s profit before tax for the year is lower (2025: higher) than the amount that would be charged at the UK standard rate of corporation tax for the

following reasons:

	2026	2025
Total attributable to ordinary shareholders	£m	£m
Profit before tax	39.9	49.0
Profit before tax multiplied by the UK corporation tax rate
of 25.0% (2025: 25.0%)	10.0	12.3
Effect of tax rates in foreign jurisdictions	0.3	0.5
Non-deductible expenses	0.9	0.2
Non-taxable income	(1.2)	—
Other differences	—	0.1
Adjustment for prior years	(0.1)	2.7
Total tax charge in profit or loss	9.9	15.8
Exclude adjusting items (note 30)	2.2	1.5
Total tax charge in profit or loss before adjusting items	12.1	17.3

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% (2025: 25.0%).

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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9. Taxation continued

OECD Pillar Two rules

The Group has applied the Pillar Two income taxes exemption in IAS 12, so neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two

income taxes.

Tax on items recognised in other comprehensive income

	2026	2025
	£m	£m
Items that may be reclassified to profit or loss:
Deferred tax on cash flow hedges in the year	(1.7)	0.2
Items that will not be reclassified to profit or loss:
Deferred tax on net actuarial gain/(loss) on post-employment benefits	0.1	(0.3)
Total tax credited in other comprehensive income	(1.6)	(0.1)

Deferred tax

The movement in the net deferred tax balances during the year was:

	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 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
Credit to equity	—	—	(0.1)	—	—	—	(0.1)
At 30 June 2025	(7.1)	(2.8)	2.1	23.3	6.2	9.8	31.5
(Charge)/credit to profit or loss	(0.1)	—	0.7	2.5	(1.1)	0.2	2.2
(Charge)/credit to other comprehensive income	—	—	—	—	(0.1)	1.7	1.6
Charge to equity	—	—	(1.2)	—	—	—	(1.2)
At 30 June 2026	(7.2)	(2.8)	1.6	25.8	5.0	11.7	34.1

Other deferred tax includes short-term timing differences for Group entities of £2.3 million (2025: £3.2m) and amounts related to corporate interest restriction in the UK of £9.1 million

(2025: £8.0m).

Deferred tax assets and liabilities are presented in the Group’s balance sheet as follows:

	2026	2025
	£m	£m
Deferred tax assets	41.2	38.2
Deferred tax liabilities	(7.1)	(6.7)
Total	34.1	31.5

Deferred income tax assets are recognised for deductible temporary differences to the extent that the realisation of the related tax benefit through future taxable profits is probable.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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9. Taxation continued

Deferred tax continued

The deferred tax asset represents mainly UK deductible temporary differences which are

not subject to time expiry. The Group expects to utilise an element of these temporary

differences in its 2026 tax return with all amounts considered to be fully recoverable based

on the latest medium-term financial forecasts. Applying a downside sensitivity test in line

with the Group’s impairment model, it was determined that the EBITDA in the next three

financial years would have to reduce by 10.2% to result in an impairment of the deferred tax

asset. The reason for the improvement in performance is due to the higher pricing levels

agreed with customers which should allow us to cover the increase in input costs as a result

of the Iran crisis.

To the extent that dividends remitted from overseas affiliates are expected to result in

additional taxes, these amounts have been provided for. No deferred tax is recognised

in respect of timing differences associated with the unremitted earnings of overseas

subsidiaries as these are considered permanently employed in the business of these

companies. Unremitted earnings may be liable to overseas taxes and/or UK taxation

(after allowing for double tax relief) if distributed as dividends. The aggregate amount

of temporary differences associated with investments in subsidiaries and associates for

which deferred tax liabilities have not been recognised totalled approximately £0.8 million

at 30 June 2026 (2025: £0.7m).

Unrecognised deferred tax assets

At 30 June 2026, the Group had unused tax losses of £105.6 million (2025: £95.3m)

available to offset against future profits. No deferred tax asset has been recognised in

respect of £2.0 million (2025: £2.0m) of these losses due to restrictions over accessing

these losses in the future. The majority of these tax losses arise in tax jurisdictions where

they do not expire.

No deferred tax asset has been recognised in relation to the surplus Advanced Corporation

Tax (ACT) of £7.0 million (2025: £7.0m) due to uncertainty as to future ACT capacity and

taxable profits.

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 6,097,071 shares (2025: 3,587,465 shares),

being the weighted average number of own shares held during the year in relation to

employee share schemes (note 23).

	Reference	2026	2025
Weighted average number of ordinary shares in
issue (million)	a	169.7	170.5
Effect of dilutive share options (million)		8.2	8.0
Weighted average number of ordinary shares for calculating diluted earnings per share (million)	b	177.9	178.5

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:

		2026	2025
	Reference	£m	£m
Profit for calculating basic and diluted earnings
per share	c	30.0	33.2
Adjusted for:
Amortisation of intangible assets (note 13)		1.3	1.9
Exceptional items (note 4)		7.6	4.0
Taxation relating to the items above		(2.2)	(1.5)
Profit for calculating adjusted earnings per share	d	36.7	37.6

		2026	2025
	Reference	pence	pence
Basic earnings per share	c/a	17.7	19.5
Diluted earnings per share	c/b	16.9	18.6
Adjusted basic earnings per share	d/a	21.6	22.1
Adjusted diluted earnings per share	d/b	20.6	21.1

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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11. Shareholder returns

Dividends

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 2026 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 2026 will be announced

in due course. B Shares issued but not redeemed are classified as current liabilities.

The Board confirmed its intention to reinstate annual dividends in February 2025.

A final dividend for the year ended 30 June 2025 of 3.0 pence per ordinary share, costing

approximately £5.2 million, in aggregate, was approved at the 2025 Annual General Meeting

and paid in November 2025.

The Board is recommending a final dividend of 3.1 pence per ordinary share for the year

ended 30 June 2026. This is subject to approval by shareholders at the Company’s 2026

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 27 November 2026

to all holders of ordinary shares who are on the register of members on 30 October 2026.

The ordinary shares will be marked as ex-dividend on 29 October 2026.

Other than the final dividend for the year ended 30 June 2025 and the final dividend

for the year ended 30 June 2026 proposed above, no dividend payments to ordinary

shareholders were made or proposed in respect of this year or the prior year.

Share buyback/redemptions

On 1 December 2025, the Company commenced a share buyback programme of up to

£20 million in McBride plc ordinary shares. The maximum number of ordinary shares that

may be repurchased by the Company under the programme is 17,401,528. Ordinary shares

repurchased under the share buyback programme will be cancelled.

During the period to 30 June 2026, the Company repurchased 4,479,384 ordinary shares

of 10 pence each, representing approximately 2.5% of the issued ordinary share capital as

at 30 June 2026. The shares were acquired at an average price of 142.6 pence per share,

with prices ranging from 119.6 pence per share to 160 pence per share. The total cost of

£6.4 million, excluding transaction costs, was deducted from equity. At 30 June 2026, all

repurchased shares had been cancelled, with the exception of 228,894 shares which were

cancelled across 1 and 2 July 2026. Since the period end, the Company has repurchased

and cancelled further ordinary shares under the share buyback programme.

Movements in the number of ordinary shares (including treasury shares) outstanding were

as follows:

		Authorised, allotted and fully paid
	Number	£m
Ordinary shares of 10 pence each At 1 July 2024 and 30 June 2025	174,057,328	17.4
Shares issued to EBT	4,502,575	0.4
Shares bought back on-market and cancelled	(4,250,490)	(0.4)
At 30 June 2026	174,309,413	17.4

During the period to 30 June 2026, the Company redeemed certain B Shares. Movements

in the number of B Shares outstanding were as follows:

	Number	Nominal value
	000	£’000
Issued and fully paid
At 1 July 2024 and 30 June 2025	665,888	666
Redeemed	(71,278)	(71)
At 30 June 2026	594,610	595

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.

Employee Benefit Trust (EBT) funding

During the period to 30 June 2026, the EBT purchased 5,282,881 ordinary shares.

The Company provided £6.4 million of funding to the EBT for these purchases, which will

reduce equity dilution in the Company on future vesting of incentive awards. Additionally,

the EBT increased its holding through a subscription of new shares at par value (4,502,575

ordinary shares), totalling £0.4 million.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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12. Goodwill

	£m
Cost
At 1 July 2024	35.7
Currency translation differences	0.2
At 30 June 2025	35.9
Currency translation differences	—
At 30 June 2026	35.9
Accumulated impairment
At 1 July 2024	(16.0)
Currency translation differences	(0.1)
At 30 June 2025	(16.1)
Currency translation differences	—
At 30 June 2026	(16.1)
Net book value
At 30 June 2026	19.8
At 30 June 2025	19.8

The Liquids, Unit Dosing, Powders, Aerosols and Asia Pacific businesses have separate

management teams and leadership, and represent the lowest level within the Group at

which goodwill is monitored for internal management purposes.

Carrying amount of goodwill allocated to CGUs:

	2026	2025
	£m	£m
Liquids	16.0	16.0
Unit Dosing	3.3	3.3
Powders	0.3	0.3
Asia Pacific	0.2	0.2
At 30 June	19.8	19.8

Impairment tests carried out during the year

Goodwill is tested for impairment annually at the level of the CGU to which it is allocated.

In each of the tests carried out during the current financial year, the recoverable amount of

the CGUs concerned was measured on a value-in-use basis.

Value-in-use represents the present value of the future cash flows that are expected to be

generated by the CGU to which the goodwill is allocated. Management based its cash flow

estimates on the Group’s Board-approved budget for 2027. Cash flows in the following

two years were forecasted by applying assumptions to budgeted sales, production costs

and overheads. Aggregate cash flows beyond the third year were estimated by applying

a perpetuity growth rate to the forecast cash flow in the third year that was based on

long-term growth rates for the CGU’s products in its end markets.

Management estimates sales growth for each CGU based on forecasts of the future volume

of the end markets for the CGU’s products.

The cost of material inputs and other direct and indirect costs is estimated based on

current prices and market expectations of future price changes. Beyond the budget year,

unless there are reasons to suggest otherwise, management assumes that future changes

in material input prices are reflected in the price of the Group’s products. General cost

inflation is based on management’s expectations of cost increases in the business.

Liquids is the sole CGU to which significant goodwill is allocated.

In order to forecast growth beyond the detailed cash flows into perpetuity for the Liquids

CGU, a long-term average growth rate of 1.5% (2025: 1.5%) has been applied. The rate

is based on a weighted average of country-specific rates that are not greater than the

published International Monetary Fund average growth rates in gross domestic product

in the territories in which the Liquids CGU operates.

The discount rate applied to the cash flow projections of the Liquids CGU was determined

using a capital asset pricing model and reflected current market interest rates, relevant

equity and size risk premiums and the risks specific to the Liquids CGU. The pre-tax

discount rate used in calculating the value-in-use of the Liquids CGU in the current year

was 11.1% (2025: 11.3%).

Sensitivity analysis

A sensitivity analysis has been performed, focusing on the change required in long-term

average growth rates, discount rates and forecast revenue and margin assumptions that

would give rise to an impairment.

In the case of the Liquids CGU, sensitivities that result in the recoverable amount equalling

the carrying value were:

• a decrease in long-term average growth rates to a negative growth rate of 19.7%;

• an increase in pre-tax discount rates of 16.3ppts;

• a reduction in forecast revenue of 14.7%; or

• a reduction in forecast margins of 3.8ppts.

None of the above scenarios are considered reasonably possible.

Based on the impairment reviews performed, no impairment has been identified.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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13. Other intangible assets

	Patents,
	brands and	Computer	Customer		Assets under
	trademarks	software	relationships	Other	development (1)	Total
	£m	£m	£m	£m	£m	£m
Cost
At 1 July 2024	1.7	15.5	3.5	9.8	—	30.5
Additions	—	—	—	0.5	9.9	10.4
Transfers	—	0.7	—	—	(0.7)	—
Reclassification (1)	—	—	—	(6.0)	6.0	—
At 30 June 2025	1.7	16.2	3.5	4.3	15.2	40.9
Additions	—	—	—	0.1	11.1	11.2
Transfers	—	0.2	—	—	(0.2)	—
Currency translation differences	—	—	0.1	—	—	0.1
At 30 June 2026	1.7	16.4	3.6	4.4	26.1	52.2
Accumulated amortisation and impairment
At 1 July 2024	(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)
Charge for the year	—	(1.1)	(0.1)	(0.1)	—	(1.3)
Disposals	—	—	—	0.1	—	0.1
Currency translation differences	—	—	(0.1)	—	—	(0.1)
At 30 June 2026	(1.7)	(14.4)	(3.6)	(4.2)	—	(23.9)
Net book value
At 30 June 2026	—	2.0	—	0.2	26.1	28.3
At 30 June 2025	—	2.9	0.1	0.1	15.2	18.3

(1) Asset category ‘Assets under development’ established in the prior year to identify separately amounts relating to intangible assets under development, not yet being amortised. The reclassification of such assets is disclosed

on this line. Assets under development consist mainly of computer software under development.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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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 2024	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
Additions	0.7	12.4	6.7	19.8
Disposals	(0.1)	(8.3)	—	(8.4)
Transfers	0.2	7.6	(7.8)	—
Currency translation differences	0.5	2.0	—	2.5
At 30 June 2026	101.4	345.2	7. 9	454.5
Accumulated depreciation and impairment
At 1 July 2024	(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)
Charge for the year	(2.1)	(14.8)	—	(16.9)
Disposals	0.1	7.9	—	8.0
Impairment	—	(0.1)	—	(0.1)
Currency translation differences	(0.2)	(1.5)	—	(1.7)
At 30 June 2026	(60.4)	(270.6)	—	(331.0)
Net book value
At 30 June 2026	41.0	74.6	7.9	123.5
At 30 June 2025	41.9	69.4	9.0	120.3

The land and buildings category includes land of £2.6 million (2025: £2.6m) which is not depreciated.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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15. Leases

Most of the Group’s leases are associated with leased properties, plant and machinery; for example, forklift trucks and vehicles.

The movements in the right-of-use assets were as follows:

		Plant and
	Buildings	machinery	Vehicles	Other	Total
	£m	£m	£m	£m	£m
Right-of-use assets
Net book value at 1 July 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
New leases recognised	0.1	0.4	1.3	—	1.8
Currency translation differences	0.1	—	—	—	0.1
Transfers	—	(0.4)	0.4	—	—
Depreciation	(0.9)	(1.8)	(1.3)	(0.1)	(4.1)
Net book value at 30 June 2026	1.0	1.7	2.8	0.2	5.7

The movements in the lease liabilities were as follows:

	Total
	£m
Lease liabilities
At 1 July 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
New leases recognised	1.8
Lease payments	(4.5)
Currency translation differences	0.1
Finance costs (note 8)	0.4
At 30 June 2026	6.1

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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15. Leases continued

	2026	2025
	£m	£m
Analysed as:
Amounts falling due within twelve months	2.2	3.7
Amounts falling due after one year	3.9	4.6
	6.1	8.3

Note 20 presents a maturity analysis of the payments due over the remaining lease term

for those liabilities currently recognised on the balance sheet. This analysis only includes

payments to be made over the reasonably certain lease term. Cash outflows may exceed

these amounts as payments may be made in optional periods that are not currently

considered to be reasonably certain and, in respect of leases, entered into in future periods.

For the year ended 30 June 2026, expenses for short-term and low-value leases were

incurred as follows:

	2026	2025
	£m	£m
Expenses relating to short-term leases	0.1	0.2
Expenses relating to leases of low-value assets
not shown as short-term leases above	0.2	0.1
Total	0.3	0.3

At 30 June 2026, the Group was committed to future minimum lease payments of

£0.5 million (2025: £0.5m) in respect of leases which have not yet commenced and for

which no lease liability has been recognised.

16. Inventories

	2026	2025
	£m	£m
Raw materials, packaging and consumables	64.3	58.5
Finished goods and goods for resale	68.3	64.9
Total	132.6	123.4

Inventories are stated net of an allowance of £10.1 million (2025: £9.6m) in respect of

excess, obsolete or slow-moving items. Movements in the allowance were as follows:

	2026	2025
	£m	£m
At 1 July	(9.6)	(10.3)
Utilisation	3.6	3.2
Charged to profit or loss	(4.0)	(2.4)
Currency translation differences	(0.1)	(0.1)
At 30 June	(10.1)	(9.6)

The cost of inventories recognised in cost of sales as an expense amounted to £587.9

million (2025: £583.0m). The cost of inventories including direct material costs only

(note 7) is £516.7 million (2025: £515.2m).

17. Trade and other receivables

	2026	2025
	£m	£m
Trade receivables	123.4	124.9
Less: provision for impairment of trade receivables	(1.3)	(1.7)
Trade receivables – net	122.1	123.2
Other receivables	15.4	10.9
Prepayments and accrued income	4.7	5.0
Total	142.2	139.1

Trade receivables amounting to £73.6 million (2025: £67.8m) are secured under the invoice

discounting facilities described in note 20.

Other receivables primarily consist of supplier rebates and recoverable VAT.

Trade terms are a maximum of 140 days of credit (2025: 140 days).

Due to their short-term nature, the fair value of trade and other receivables does not differ

from the book value.

The impairment of trade receivables charged to the income statement was £1.0 million

(2025: £0.4m). There are no impairments of any receivables other than trade receivables.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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17. Trade and other receivables continued

Trade receivables are regularly reviewed for bad and doubtful debts. Bad debts are written off and an allowance is established based on the expected credit loss model. The expected loss

rates are based on payment profiles of sales over a period of three years before 30 June 2026 or 30 June 2025, respectively, and the corresponding historical credit losses experienced

within this period adjusted for forward-looking factors specific to the debtors and the economic environment.

On that basis, the credit loss allowance as at 30 June 2026 and 30 June 2025 was determined as follows:

		More than	More than	More than	More than
		30 days	60 days	90 days	180 days
30 June 2026	Current	past due	past due	past due	past due	Total
Expected loss rate	0.0%	0.0%	0.0%	0.0%	36.1%
Gross carrying amount (£m)	120.4	1.0	0.6	0.5	0.9	123.4
Credit loss allowance (£m)	—	—	—	—	0.3	0.3

		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

In addition to the credit loss allowance, the provision for impairment of trade receivables includes £1.0 million (2025: £1.5m) of credit note provisions.

Movements in the allowance for doubtful debts were as follows:

	2026	2025
	£m	£m
At 1 July	(1.7)	(3.6)
Utilisation	1.4	2.3
Charged	(1.0)	(0.4)
At 30 June	(1.3)	(1.7)

Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure

of a debtor to engage in a repayment plan with the Group, or a failure to make contractual payments for a period greater than 365 days past due. Impairment losses on trade receivables

are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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17. Trade and other receivables continued

The gross amounts of trade receivables are denominated in the following currencies:

	2026	2025
	£m	£m
Sterling	17.4	15.8
Euro	88.4	90.9
Polish Zloty	1.3	1.8
Danish Krone	10.1	12.0
Malaysian Ringgit	3.6	2.8
Other	2.6	1.6
	123.4	124.9

Trade receivables are generally not interest bearing.

18. Trade and other payables

	2026	2025
	£m	£m
Current liabilities
Trade payables	171.9	176.8
Taxation and social security	5.1	3.6
Other payables	27.0	26.0
Accrued expenses	14.8	18.8
Deferred income	1.5	2.1
B Shares (note 11)	0.6	0.7
Total	220.9	228.0

Trade payables are generally not interest bearing. The Directors consider the carrying amount of trade and other payables to approximate their fair values.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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19. Borrowings

Borrowings may be analysed as follows:

		2026			2025
	Current	Non-current	Total	Current	Non-current	Total
	liabilities	liabilities	liabilities	liabilities	liabilities	liabilities
	£m	£m	£m	£m	£m	£m
Bank and other loans:
Invoice discounting facilities (note 20)	73.6	—	73.6	67.8	—	67.8
Total secured borrowings	73.6	—	73.6	67.8	—	67.8
Overdrafts	3.2	—	3.2	2.0	—	2.0
Bank and other loans:
Unsecured loans	—	105.1	105.1	—	61.3	61.3
Lease liabilities	2.2	3.9	6.1	3.7	4.6	8.3
Total unsecured borrowings	5.4	109.0	114.4	5.7	65.9	71.6
Total borrowings	79.0	109.0	188.0	73.5	65.9	139.4

Bank and other loans are repayable as follows:

	2026	2025
	£m	£m
Within one year	73.6	67.8
Between one and two years	—	—
Between two and five years	105.1	61.3
Total	178.7	129.1

Details of the Group’s bank facilities are presented in note 20. Amounts payable under leases are presented in notes 15 and 20.

The carrying amounts of assets pledged as security for current and non-current borrowings are:

	2026	2025
	£m	£m
Current
Floating charge
Receivables	73.6	67.8
Total current assets pledged as security	73.6	67.8
Total non-current assets pledged as security	—	—
Total assets pledged as security	73.6	67.8

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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20. Financial risk management

Risk management policies

The Group Treasury function is responsible for procuring the Group’s capital resources and

maintaining an efficient capital structure, together with managing the Group’s liquidity,

foreign exchange and interest rate exposures.

All treasury operations are conducted within strict policies and guidelines that are

approved by the Board. Compliance with those policies and guidelines is monitored by the

regular reporting of treasury activities to the Board following regular Treasury Committee

meetings.

Financial assets and financial liabilities

		Fair value	Total
	Amortised	through profit	carrying	Fair
	cost	or loss (1)	amount	value
	£m	£m	£m	£m
At 30 June 2026
Financial assets
Trade receivables	122.1	—	122.1	122.1
Other receivables	15.4	—	15.4	15.4
Cash and cash equivalents	65.2	—	65.2	65.2
	202.7	—	202.7	202.7
Financial assets held at fair value
Derivative financial instruments
(Level 2)
Forward currency contracts	—	0.5	0.5	0.5
Interest rate collars	—	0.1	0.1	0.1
Total financial assets	202.7	0.6	203.3	203.3
Financial liabilities
Trade and other payables	(203.9)	—	(203.9)	(203.9)
Bank overdrafts	(3.2)	—	(3.2)	(3.2)
Lease liabilities	(6.1)	—	(6.1)	(6.1)
Bank and other loans	(178.7)	—	(178.7)	(178.7)
	(391.9)	—	(391.9)	(391.9)
Financial liabilities held at fair value
Derivative financial instruments
(Level 2)
Forward currency contracts	—	(0.3)	(0.3)	(0.3)
Interest rate collars	—	—	—	—
Total financial liabilities	(391.9)	(0.3)	(392.2)	(392.2)
Total	(189.2)	0.3	(188.9)	(188.9)

(1) Financial assets and financial liabilities classified as fair value through profit or loss are designated in hedge

relationships as described within the interest risk and foreign exchange risk sections of this note.

		Fair value	Total
	Amortised	through profit	carrying	Fair
	cost	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)

(1) Financial assets and financial liabilities classified as fair value through profit or loss are designated in hedge

relationships as described within the interest risk and foreign exchange risk sections of this note.

In the tables above, the financial assets and financial liabilities held by the Group are

categorised according to the basis on which they are measured. Financial assets and

liabilities that are held at fair value are further categorised according to the degree to which

the principal inputs used in determining their fair value represent observable market data

as follows:

• Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – inputs other than Level 1 that are observable for the asset or liability, either

directly (prices) or indirectly (derived from prices); and

• Level 3 – inputs that are not based on observable market data (unobservable inputs).

Derivative financial instruments comprise the foreign currency derivatives and interest rate

derivatives that are held by the Group in designated hedging relationships.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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20. Financial risk management continued

Financial assets and financial liabilities continued

Foreign currency forward contracts are measured by reference to prevailing forward

exchange rates. Foreign currency options are measured using a variant of the Monte Carlo

valuation model. Interest rate collars are measured by discounting the related cash flows

using yield curves derived from prevailing market interest rates.

Cash and cash equivalents and bank and other loans largely attract floating interest rates.

Accordingly, management considers that their carrying amount approximates to fair value.

Lease obligations attract fixed interest rates that are implicit in the lease rentals and their

fair value has been assessed relative to prevailing market interest rates.

There were no transfers between levels during the year and no changes in valuation

techniques.

Credit risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting

in financial loss to the Group.

The Group has three types of financial assets that are subject to the expected credit

loss model:

• trade receivables;

• other receivables; and

• cash and cash equivalents.

Information regarding expected credit losses on trade receivables is disclosed in note 17.

While other receivables and cash and cash equivalents are also subject to the impairment

requirements of IFRS 9, the identified impairment loss was minimal. The Group’s cash

balances are managed such that there is no significant concentration of credit risk in any

one bank or other financial institution. Management regularly monitors the credit quality of

the institutions with which it holds deposits. Similar considerations are given to the Group’s

portfolio of derivative financial instruments.

The Group uses judgement to determine that the credit risk of financial assets has not

significantly changed since initial recognition and regularly monitors the value of the

instruments. As such, credit risk is not considered to be a significant factor in changes to

the values of financial assets. All of the financial derivatives are deemed to have low credit

risk on initial recognition as they are predominantly hedges of foreign exchange risk and

executed with a diverse and strong portfolio of counterparties.

Before accepting a new customer, management assesses the customer’s credit quality and

establishes a credit limit. Credit quality is assessed using data maintained by reputable

credit rating agencies, by the checking of references included in credit applications and,

where they are available, by reviewing the customer’s recent financial statements. Credit

limits are subject to multiple levels of authorisation and are reviewed on a regular basis.

Credit insurance is employed where it is considered to be cost effective. At 30 June 2026,

the majority of trade receivables were due from major retailers in the UK and Europe.

At 30 June 2026, the Group’s maximum exposure to credit risk was as follows (there was

no significant concentration of credit risk):

	2026	2025
	£m	£m
Trade and other receivables:
Trade receivables	122.1	123.2
Other receivables	15.4	10.9
	137.5	134.1
Derivative financial instruments	0.6	0.5
Cash and cash equivalents	65.2	34.2
Total	203.3	168.8

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations

associated with its financial liabilities.

The Group’s borrowing facilities are monitored against forecast requirements and timely

action is taken to put in place, renew or replace credit lines.

During the year, the Group exercised part of the accordion feature within the RCF

agreement, increasing the facility to €240 million. The Group also exercised the first

one-year extension option, maintaining the initial four-year term with a revised expiry of

November 2029, with an additional option to extend by a further one year. This facility

ensures the Group continues to have significant levels of liquidity headroom and reverts to

more traditional covenant requirements.

Additionally, the Group has access to a further €35 million remaining within the accordion

feature.

At 30 June 2026, liquidity

(1)

, which is no longer a covenant requirement of the RCF

agreement, was £167.6 million (2025: £141.4m), due to the increase in the RCF commitment.

At 30 June 2026, the net debt cover ratio

(1)

under the RCF funding arrangements was 0.6x

(2025: 0.4x) and the interest cover

(1)

was 8.8x (2025: 8.5x), both comfortably compliant

with the agreement requirements of less than 3.0x and more than 4.0x respectively. The

amount undrawn on the facility was £100.6 million (2025: £107.2m).

At 30 June 2026, 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. In Spain,

France and Belgium, the Group had an unlimited facility. In Germany and Denmark, the

Group had a €45 million facility, committed until December 2029. In Italy, the Group had a

€23 million facility, committed until April 2028. The Group is negotiating new facilities for

France and Spain to renew the commitment until November 2029 and is also negotiating

the commitment for Belgium with the current provider. 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.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

(1) Please refer to APM in note 30.

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20. Financial risk management continued

Liquidity risk continued

At 30 June 2026, the carrying amount of trade receivables eligible for transfer and the amounts borrowed under the facility were as follows:

	2026	2025
	£m	£m
Trade receivables available	73.6	67.8
Amount borrowed	(73.6)	(67.8)
Amount undrawn	—	—

The Group no longer has any uncommitted working capital facilities.

In the following tables, estimated future contractual undiscounted cash flows in respect of the Group’s financial liabilities are analysed according to the earliest date on which the Group

could be required to settle the liability. Floating rate interest payments are estimated based on market interest rates prevailing at the balance sheet date. Payments and receipts in relation

to derivative financial instruments are shown net if they will be settled on a net basis.

	Within	Between	Between	Between	Between	After
	1 year	1 and 2 years	2 and 3 years	3 and 4 years	4 and 5 years	5 years	Total
	£m	£m	£m	£m	£m	£m	£m
At 30 June 2026
Bank overdrafts	(3.2)	—	—	—	—	—	(3.2)
Bank and other loans:
Principal	(73.6)	—	—	(106.2)	—	—	(179.8)
Interest payments	(0.8)	—	—	—	—	—	(0.8)
Lease liabilities (1)	(2.4)	(2.0)	(1.3)	(0.4)	(0.3)	(0.5)	(6.9)
Trade and other payables	(203.9)	—	—	—	—	—	(203.9)
Cash flows on non-derivative liabilities	(283.9)	(2.0)	(1.3)	(106.6)	(0.3)	(0.5)	(394.6)
Cash flows on derivative liabilities
Payments	(103.6)	(0.7)	—	—	—	—	(104.3)
Cash flows on financial liabilities	(387.5)	(2.7)	(1.3)	(106.6)	(0.3)	(0.5)	(498.9)
Cash flows on derivative assets
Receipts	103.8	0.6	0.1	—	—	—	104.5
	(283.7)	(2.1)	(1.2)	(106.6)	(0.3)	(0.5)	(394.4)

(1) Lease liabilities are undiscounted.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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20. Financial risk management continued

Liquidity risk continued

	Within	Between	Between	Between	Between	After
	1 year	1 and 2 years	2 and 3 years	3 and 4 years	4 and 5 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)

(1) Lease liabilities are undiscounted.

Interest rate risk

Interest rate risk is the risk that the fair value of, or future cash flows associated with, a financial instrument will fluctuate due to changes in market interest rates.

The Group is exposed to interest rate risk on its floating rate borrowings, which it has mitigated using interest rate derivatives in the form of interest rate collars with maturities up to 2027.

Under the Group’s policy the critical terms of the derivatives must align with the hedged items. The interest rate instruments executed are matched against the term, currency and

entity where the borrowing exists, fixing the value of interest paid in line with the Group policy. They are monitored to ensure that critical terms of the instrument continue to match

the transaction.

The hedge ratio is determined by the Group’s Treasury Policy, which states that the Group aims to be c.50% hedged against the potential adverse effects of interest exposure on its

consolidated net debt. The instruments are matched on a 1:1 ratio with the transaction. Hedge ineffectiveness could be caused through fluctuating forecasts. Forecasts are monitored

regularly and the Group intends to repay debt in line with the timeframe of the hedges entered into. If this changes, additional hedges are executed in order to maintain the policy level.

The changes in the time value of the options that relate to hedged items are deferred in the cash flow hedge reserve and are treated as the cost of hedging.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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20. Financial risk management continued

Interest rate risk continued

After taking into account the Group’s currency and interest rate hedging activities, the currency and interest rate profile of the Group’s interest-bearing financial assets and financial

liabilities was as follows:

			2026						2025
			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	(0.7)	(2.5)	—	—	—	(3.2)	(2.0)	—	—	—	—	(2.0)
Bank and other loans	(82.4)	(18.3)	(1.2)	—	—	(101.9)	5.1	(37.0)	—	—	—	(31.9)
Cash and cash equivalents	58.6	0.7	0.5	0.4	5.0	65.2	27.2	1.7	0.6	0.2	4.5	34.2
	(24.5)	(20.1)	(0.7)	0.4	5.0	(39.9)	30.3	(35.3)	0.6	0.2	4.5	0.3
Fixed rate
Bank and other loans	(51.8)	(25.0)	—	—	—	(76.8)	(72.2)	(25.0)	—	—	—	(97.2)
Total	(76.3)	(45.1)	(0.7)	0.4	5.0	(116.7)	(41.9)	(60.3)	0.6	0.2	4.5	(96.9)

Interest payable on bank overdrafts and floating rate loans is based on base rates and short-term interbank rates (predominantly EURIBOR and SONIA). At 30 June 2026, the weighted

average interest rate payable on bank and other loans was 4.1% (2025: 5.0%). At 30 June 2026, the weighted average interest rate receivable on cash and cash equivalents was 0.0%

(2025: 0.0%).

At 30 June 2026, the Group held interest rate collars which cap the maximum rate payable but allow the rate to float below this maximum, down to a floor where the Group would have to

pay the floor rate if interest rates were to drop below this rate.

	Interest
	rate derivatives
2026	£m
Carrying amount	0.1
Notional amount	42.7
Maturity date	Jul 2026–Jun 2029
Hedging ratio	1:1
Change in value of outstanding hedge instruments	0.0
Change in value of hedged item used to determine hedge effectiveness	0.0
Weighted average hedged rate for the year	2.045%–3.47%

	Interest
	rate derivatives
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 2026

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20. Financial risk management continued

Interest rate risk continued

All interest rate derivatives held by the Group are indexed to three-month EURIBOR or

SONIA.

Fixed or capped interest rates shown in the above table do not include the margin over

market interest rates payable on the Group’s borrowings.

On the assumption that a change in market interest rates would be applied to the interest

rate exposures that were in existence at the balance sheet date and that designated

cash flow hedges are 100% effective, an increase of 100 basis points in market interest

rates would have decreased the Group’s profit before tax by £0.4 million (2025: £0.3m).

Conversely, a decrease of 100 basis points in market interest rates would have increased

the Group’s profit before tax by £0.4 million (2025: £1.0m).

Foreign currency risk

Transaction risk

Foreign currency transaction risk arises on sales and purchases denominated in currencies

other than the functional currency of the entity that enters into the transaction. While the

magnitude of these exposures is relatively low, the Group’s policy is to hedge committed

transactions in full and to hedge a proportion of highly probable forecast transactions

on a twelve-month rolling basis. Foreign currency transaction risk also arises on financial

assets and liabilities denominated in foreign currencies and Group policy allows for these

exposures to be hedged using forward currency contracts.

The Group determines the economic relationship between the hedged item and the

hedging instrument for the purpose of assessing hedge effectiveness. The cost of the

transaction increases as the exchange rate weakens, as the hedge instruments in place

are foreign currency liabilities. This same movement in exchange rates would result in an

increase in the value of the liability. The value of the invoices paid is regularly monitored to

ensure the hedges in place continue to meet the monthly exposures and that critical terms

of the instrument continue to match the transaction. On maturity of the hedge, the gain or

loss recorded against the spot rate is recorded in the same income statement line as the

invoiced transaction.

The hedge ratio is determined by the Group’s Treasury Policy, which provides a maximum

and minimum hedge level for a number of time brackets. The compliance with this policy is

monitored monthly and new hedges are also added monthly if required. The level of hedges

required is reviewed monthly during the Treasury Management Committee meeting. The

instruments are matched on a 1:1 ratio with the transaction. Hedge ineffectiveness could be

caused through the different timing of the payment runs so that the hedges mature at a

different point to the invoices being paid, fluctuating forecasts or changes to the nature of

the business.

These risks are mitigated through the following measures:

• phasing hedges to cover the change of the timing of payments runs;

• monitoring forecasts monthly and adding hedges to reflect any changes;

• the percentage of hedges permitted allowing for the potential uncertainty towards the

end of the forecast period; and

• building significant changes into the forecast, with any changes being allowed for the

purchases made.

At 30 June 2026, the notional principal amount of outstanding foreign currency contracts

(net purchases) that are held to hedge the Group’s transaction exposures was £14.6 million

(2025: £14.4m). For accounting purposes, the Group has designated the foreign currency

contracts as cash flow hedges. At 30 June 2026, the fair value of the contracts was

£(0.2) million (2025: £0.2m). During 2026, a loss of £0.2 million (2025: loss of £0.1m) was

recognised in other comprehensive income and a loss of £0.2 million (2025: loss of £0.5m)

was transferred from the cash flow reserve to the income statement in respect of these

contracts.

Translation risk

Foreign currency translation risk arises on consolidation in relation to the translation into

Sterling of the results and net assets of the Group’s foreign subsidiaries. The Group’s policy

is to hedge a substantial proportion of overseas net assets using a combination of foreign

currency borrowings and foreign currency swaps. The Group hedges part of the currency

exposure on translating the results of its foreign subsidiaries into Sterling using average

rate options. This exposure is also mitigated by the natural hedge provided by the interest

payable on the Group’s foreign currency borrowings. At 30 June 2026, the fair value of the

average rate options was £0.3 million (2025: £nil).

The Group determines the economic relationship between the hedged item and the

hedging instrument for the purpose of assessing hedge effectiveness. The value of Group

assets increases as the exchange rate weakens, as the hedge instrument in place is a

foreign currency liability. This same movement in exchange rates would result in an increase

in the value of the liability. When hedges mature, any settlements offset the gain or loss on

translation of the hedged item and are monitored to ensure critical terms of the instrument

continue to match the transaction.

The hedge ratio is determined by the Group’s Treasury Policy, which states the Group

will hedge up to 100% of the budgeted exposure. The instruments are matched on a 1:1

ratio with the transaction. Hedge ineffectiveness could be caused through fluctuations in

the forecasted numbers. This is mitigated by hedging a relatively low proportion of the

hedged item.

At 30 June 2026, the Group had designated as net investment hedges £41.4 million (2025:

£11.5m) of its Euro-denominated borrowings and three-month rolling foreign currency

forward contracts with a notional principal amount of £89.5 million (2025: £79.5m). During

2026, a gain of £0.7 million (2025: £0.1m) was recognised in other comprehensive income in

relation to the net investment hedges. At 30 June 2026, the fair value of the net investment

hedges was a profit of £0.0 million (2025: loss of £0.4m).

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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20. Financial risk management continued

Foreign currency risk continued

Translation risk continued

The currency profile of the Group’s net assets (excluding non-controlling interests) before and after hedging currency translation exposures was as follows:

		2026			2025
	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	11.3	89.5	100.8	(44.0)	79.5	35.5
Euro	62.7	(58.9)	3.8	93.6	(51.4)	42.2
Polish Zloty	8.8	(8.0)	0.8	10.4	(7.7)	2.7
Danish Krone	14.8	(13.8)	1.0	22.6	(18.3)	4.3
Malaysian Ringgit	8.5	(6.5)	2.0	7.3	—	7.3
Other	5.0	(2.3)	2.7	4.4	(2.1)	2.3
Total	111.1	—	111.1	94.3	—	94.3

The Group’s exposure to a +/- 10% change in EUR/GBP exchange rate is as follows:

	2026		2025
	EUR +10%	EUR -10%	EUR +10%	EUR -10%
	£m	£m	£m	£m
Impact on equity	(1.3)	1.4	(1.3)	1.5

The impact on equity shown above predominantly relates to EUR/GBP contracts that qualify for net investment and cash flow hedge accounting.

The Group uses a combination of foreign currency options and foreign currency forwards to hedge its exposure to foreign currency risk. Under the Group’s policy, the critical terms of the

forwards and options must align with the hedged items.

When forward contracts are used to hedge forecast transactions, the Group generally designates the change in the fair value of the forward contract related to both the spot component

and forward element as the hedging instrument. For option contracts, the change in the fair value of the option contract related to the intrinsic value is designated as the hedging

instrument. The time value of money is treated as a cost of hedging.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

20. Financial risk management

continued

Foreign currency risk continued

Translation risk continued

In relation to the hedging activities as described above, the effects of foreign currency

related hedging instruments on the Group’s financial position and performance are as

follows:

	Foreign currency forwards
2026	Transactional	Translational
Carrying amount (£m)	(0.2)	0.0
Notional amount (£m)	14.6	89.5
Maturity date	July 2026-September 2027	September 2026
Hedging ratio	1:1	1:1
Change in value of outstanding
hedge instruments (£m)	(0.2)	0.0
Change in value of hedged
item used to determine hedge
effectiveness (£m)	0.2	0.0
Weighted average hedged rate
for the year	€1.1641:£1	Various (1)

(1) The weighted average hedged rate for the year, by currency denomination, was €1.1499:£1, Zloty 4.9226:£1,

Krone 8.5673:£1, AUD 2.0212:£1, MYR 5.3560:£1.

	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)

(1) The weighted average hedged rate for the year, by currency denomination, was €1.1905:£1, Zloty 5.1203:£1,

Krone 8.9027:£1.

Concentration risk

The Company only enters facility agreements and hedge transactions with entities that are

also party to the RCF. This concentrates risk to a small number of institutes. These institutes

are based across a number of European countries and are well-recognised financial

institutes.

21. Capital and net debt

The Group’s capital comprises total equity and net debt.

Capital management

The Directors manage the Group’s capital to safeguard its ability to continue as a going

concern in order to provide returns for shareholders and benefits for other stakeholders.

The Directors aim to maintain an efficient capital structure with a relatively conservative

level of debt-to-equity gearing. This is to ensure continued access to a broad range

of financing sources in order to provide sufficient flexibility to pursue commercial

opportunities as they arise.

In order to achieve this overall objective, the Group’s capital management, amongst other

things, aims to ensure that it meets financial covenants attached to borrowings. Breaches

in meeting the financial covenants would permit the bank to call in loans and borrowings

immediately. There have been no breaches in the financial covenants of any borrowings in

the current year.

The capital structure of the Group consists of debt, which includes borrowings disclosed

in note 19, cash and cash equivalents and equity attributable to equity holders of the

Company, comprising issued capital, reserves and retained earnings.

The Group may maintain or adjust its capital structure by adjusting the amount of dividends

paid to shareholders, returning capital to shareholders, issuing new shares or selling assets

to reduce debt. The Group manages the capital structure and makes adjustments to it in

the light of changes in economic conditions and the risk characteristics of the Group, and in

order to meet the financial covenants described in note 20. The Board regularly reviews the

capital structure.

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21. Capital and net debt continued

Capital management continued

No changes were made in the objectives, policies or processes for managing capital during the years ended 30 June 2026 and 30 June 2025.

The Group’s capital was as follows:

	2026	2025	2024
	£m	£m	£m
Total equity	111.1	94.3	63.4
Net debt	122.8	105.2	131.5
Capital	233.9	199.5	194.9

	2026	2025
	%	%
Gearing (1)	56.7	53.3

(1) Gearing represents net debt divided by the average of opening and closing capital, being total equity plus net debt.

		IFRS 16		Currency
	At 1 July	non-cash	Cash	translation	At 30 June
	2025	movements (1)	flows	differences	2026
Movements in net debt were as follows:	£m	£m	£m	£m	£m
Overdrafts	(2.0)	—	(1.2)	—	(3.2)
Bank loans	(61.3)	—	(43.7)	(0.1)	(105.1)
Other loans	(67.8)	—	(5.8)	—	(73.6)
Lease liabilities	(8.3)	(2.2)	4.5	(0.1)	(6.1)
Financial liabilities	(139.4)	(2.2)	(46.2)	(0.2)	(188.0)
Cash and cash equivalents	34.2	—	30.6	0.4	65.2
Net debt	(105.2)	(2.2)	(15.6)	0.2	(122.8)

		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)

(1) IFRS 16 non-cash movements includes additions of £1.8 million (2025: £3.6m), disposals of £nil (2025: £nil) and interest charged of £0.4 million (2025: £0.4m).

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

21. Capital and net debt

continued

Capital management continued

A reconciliation of the net cash flow to the movement	2026	2025
in net debt is shown as follows:	£m	£m
Increase in net cash and cash equivalents	30.6	24.3
Net (drawdown)/repayment of bank loans and overdrafts	(50.7)	2.2
Change in net debt resulting from cash flows	(20.1)	26.5
Currency translation differences	0.3	(0.3)
Movement in net debt in the year	(19.8)	26.2
Net debt at the beginning of the year excluding lease liabilities	(96.9)	(123.1)
Net debt at the end of the year excluding lease liabilities	(116.7)	(96.9)
Lease liabilities at 1 July	(8.3)	(8.4)
Lease liabilities non-cash movements	(2.2)	(4.0)
Repayment of IFRS 16 lease liabilities	4.5	4.2
Currency translation differences	(0.1)	(0.1)
Net debt at the end of the year	(122.8)	(105.2)

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’. There

is a remote risk the underpin will require the Group to pay further contributions to the

scheme.

At 30 June 2026, the Group recognised a deficit on its UK defined benefit pension scheme

of £18.1 million (2025: £23.0m). The Group’s net post-employment benefit obligations

outside the UK amounted to £1.8 million (2025: £1.9m).

Non-governmental collected post-employment benefits had the following effect on the

Group’s results and financial position:

	2026	2025
	£m	£m
Profit or loss
Operating profit
Defined contribution schemes
Contributions payable	(3.7)	(3.4)
Defined benefit schemes
Service cost and administrative expenses
(net of employee contributions)	(0.5)	(0.3)
Net charge to operating profit	(4.2)	(3.7)
Finance costs
Net interest cost on defined benefit obligation	(1.2)	(1.2)
Net charge to profit before taxation	(5.4)	(4.9)
Other comprehensive income/(expense)
Defined benefit schemes
Net actuarial gain/(loss)	0.5	(1.2)

	2026	2025
	£m	£m
Balance sheet
Defined benefit obligations
UK – funded	(96.2)	(97.8)
Other	(11.1)	(11.0)
	(107.3)	(108.8)
Fair value of scheme assets
UK – funded	78.1	74.8
Other	9.3	9.1
Deficit on the schemes	(19.9)	(24.9)
Related deferred tax asset (note 9)	5.0	6.2

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22. Pensions and other post-employment benefits continued

UK defined benefit pension scheme

(i) Background

In the UK, the Robert McBride Pension Fund (the ‘Fund’) provides pension benefits

based on the final pensionable salary and period of qualifying service of the participating

employees. The UK defined benefit fund was closed to future service accrual from

29 February 2016. Staff affected by this change were offered a new defined contribution

scheme from that date.

The Trustee of the Fund is Entrust Pension Limited (the ‘Trustee’), which acts in accordance

with the terms of a governing Trust Deed and relevant legislation. Regular assessments of

the Fund’s benefit obligations are carried out by an independent actuary on behalf of the

Trustee and long-term contribution rates are agreed between the Trustee and the Company

on the basis of the actuary’s recommendations.

Following the triennial valuation as at 31 March 2024, 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, £5.7 million per annum

is payable until 30 June 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 the following year.

• If adjusted operating profit is below £30.0 million then no profit-related contributions

will be due the following year.

• If adjusted operating profit is between £30.0 million and £35.0 million, a proportion of

the £1.7 million 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 £30.0 million.

(ii) Assumptions and sensitivities

For accounting purposes, the Fund’s benefit obligation has been calculated based on data

gathered for the 2024 triennial actuarial valuation and by applying assumptions made

by the Company on the advice of an independent actuary in accordance with IAS 19,

‘Employee Benefits’, which differ in certain respects from the assumptions made by the

Trustee for the purpose of the actuarial valuation.

The principal assumptions used in calculating the benefit obligation at the end of the year

were as follows:

	2026	2025
Discount rate	5.85%	5.50%
Inflation rate:
Retail Prices Index	3.00%	2.95%
Consumer Prices Index	2.50%	2.30%
Revaluation of deferred pensions (in excess of GMP)
Accrued before 6 April 2009	2.50%	2.30%
Accrued on or after 6 April 2009	2.50%	2.30%
Increase in pensions in payment (in excess of GMP)
Accrued before 1 April 2011	2.87%	2.83%
Accrued on or after 1 April 2011	1.95%	1.91%

The duration of the Fund’s liabilities is estimated to be eleven years, i.e. the average time

until a payment is made is eleven years. In practice, the Fund’s liabilities are expected to

continue for upwards of 50 years.

The mortality assumptions are based on a medically underwritten mortality study which

was carried out in 2017 to identify the current health of a sample group of Fund members,

and a postcode analysis for the remainder of the membership. This was translated into

mortality assumptions for use in calculating the IAS 19 scheme liabilities. Specifically, a

rating of 102% (2025: 102%) of the standard Self-Administered Pension Scheme (SAPS)

S2 tables has been used for the IAS 19 disclosures as at 30 June 2026.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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22. Pensions and other post-employment benefits continued

UK defined benefit pension scheme continued

(ii) Assumptions and sensitivities continued

In 2026, the future mortality improvement model reflects the Continuous Mortality

Investigation (CMI) 2025 projections with an allowance for long-term rates of improvement

of 1.0% p.a. for males and females (2025: 1.0% p.a. for males and females). The 2025 CMI

model has a smoothing parameter for which the default value of 7.0 (2025: 7.0) has been

adopted. There is also an initial addition parameter for which the default value of 0.00%

(2025: 0.25%) has been adopted. These assumptions are equivalent to a life expectancy at

65 of 21.2 years (2025: 20.9 years) for males and 23.2 years (2025: 23.1 years) for females.

	2026	2025
Life expectancies at age 65 for:	Years	Years
Member retiring in the next year:
Male	21.2	20.9
Female	23.2	23.1
Member retiring 20 years from now:
Male	22.2	21.9
Female	24.4	24.3

At 30 June 2026, the sensitivity of the benefit obligation to changes in the principal

assumptions was as follows (assuming in each case that the other assumptions are

unchanged):

	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 £0.7m
Life expectancy	+1 year	Increase by £2.8m	n/a

(1) This includes the impact on deferred and in-payment pension increase assumptions.

The assumption sensitivities are reasonable expectations of potential changes in the

assumptions.

(iii) Fund’s assets

The Fund’s assets are held separately from those of the Group and are managed by

professional investment managers on behalf of the Trustee.

The majority of the Fund’s assets are invested on the Schroders platform. Custody of

the Fund’s investment assets is provided through Schroders as part of the platform

arrangements. The Fund’s current investment objective is to achieve a return of gilts plus

2.0% per annum and to hedge 75% of the Fund’s interest rate and inflation exposure on a

Technical Provisions (TP) basis. In addition to the assets held on the Schroders platform,

the Fund also holds assets in private market investments. The Trustee regularly reviews

these holdings and has agreed to maintain the current positions, recognising that these

investments are expected to mature and realise value over time. As proceeds are returned

from these investments, the cash will be distributed back to the Fund and managed in

accordance with the Fund’s overall investment strategy.

The Fund holds no investment in securities issued by, nor any property used by, McBride plc

or any of its subsidiaries. The fair value of the Fund’s assets at the end of the year was as

follows:

	2026	Asset	2025	Asset
	£m	classification	£m	classification
Private markets	14.2	Unquoted	19.3	Unquoted
Liability-driven investment	33.1	Quoted	27.4	Quoted
Credit	8.0	Quoted	23.0	Unquoted
Diversified growth fund	20.9	Quoted	—	Quoted
Cash and cash equivalents	1.9	Quoted	5.1	Quoted
Total	78.1		74.8

All the Fund’s assets are held in pooled funds. The liability-driven investment, cash,

credit and diversified growth assets are classified as Level 2 instruments, as they are not

quoted on any stock exchange, although their value is directly related to the value of the

underlying holdings. The private market credit assets are Level 3 instruments, with no daily

quoted price available.

The expected return on the Fund’s assets must be set to be in line with the discount rate

used to value the Fund’s liabilities. This equates to an expected return over the year of

£4.1 million (2025: £3.8m).

The actual return on the Fund’s assets during the year was a gain of £3.4 million (2025: loss

of £1.7m). This includes a loss on assets in excess of interest income of £0.7 million (2025:

loss of £5.5m), which has resulted from the liability-matching assets in which the Fund

invests.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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22. Pensions and other post-employment benefits continued

UK defined benefit pension scheme continued

(iv) Movements in the Fund’s assets and liabilities

Movements in the fair value of the Fund’s assets during the year were as follows:

	2026	2025
	£m	£m
At 1 July	74.8	74.1
Expected return on plan assets	4.0	3.8
Loss on assets in excess of interest income on Fund assets	(0.7)	(5.5)
Employer’s contributions	5.7	7.0
Benefits paid	(5.7)	(4.6)
At 30 June	78.1	74.8

Movements in the benefit obligation during the year were as follows:

	2026	2025
	£m	£m
At 1 July	(97.8)	(101.6)
Interest cost	(5.2)	(5.1)
Remeasurement gain arising from changes
in financial assumptions	2.8	6.1
Remeasurement (loss)/gain arising from changes
in demographic assumptions	(0.4)	0.2
Experience loss on liabilities	(1.3)	(2.0)
Benefits paid	5.7	4.6
At 30 June	(96.2)	(97.8)

(v) Experience gains and losses

Actuarial gains and losses recognised in other comprehensive income represent the effect

of the differences between the assumptions and actual outcomes.

At 30 June 2026, the cumulative net actuarial loss in relation to the Fund that has been

recognised in other comprehensive income amounted to £53.7 million (2025: £54.2m).

(vi) Impact of NTL vs Virgin Media case, 25 July 2024

In June 2023, the High Court judged that amendments made to the Virgin Media scheme

were invalid because the scheme’s actuary did not provide the associated Section 37

(‘S37’) certificate. The High Court’s decision has wide-ranging implications, affecting

other schemes that were contracted out on a salary-related basis and made amendments

between April 1997 and April 2016. The Fund was contracted out until 29 February 2016

and amendments were made during the relevant period. As such, the ruling could have

implications for the Company.

The Pension Schemes Act 2026 (the ‘Act’), passed into law on 29 April 2026, has

subsequently introduced legislation that provides pension schemes that are missing

necessary S37 certificates a mechanism to obtain retrospective certification. To do so, the

scheme actuary would be required to provide written confirmation that it is reasonable to

conclude that amendments to a pension scheme’s rules within the relevant period would

not have prevented the scheme from continuing to satisfy the reference scheme test. The

Act does not set a deadline for schemes to have used the mechanism by, but the Trustee is

working with the scheme advisers to ensure compliance with the requirements introduced

by the Act. Following the mechanism introduced by the Act to obtain retrospective

confirmations, the Group and the Trustee do not expect the Virgin Media ruling to give rise

to any additional liabilities.

Belgium defined contribution pension scheme

From 1 July 2021, the Group recognised 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’. There is a remote

risk the underpin will require the Group to pay further contributions to the scheme. The

scheme was last valued as at 30 June 2025.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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23. Employee share schemes

Share awards

The Group operates a performance-based 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. Up to 50% of the awards granted vest dependent on the growth in

the Group’s EPS (a vesting condition) and up to 50% of the awards granted vest dependent on the growth in the Group’s adjusted ROCE

(1)

(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:

	2026		2025
	LTIP	RSU	LTIP	RSU
	Equity-settled	Equity-settled	Equity-settled	Equity-settled
	Number	Number	Number	Number
Outstanding at 1 July	5,994,207	7,627,402	6,785,710	7,538,357
Granted	1,051,008	1,146,820	949,910	1,013,036
Exercised	(2,398,821)	(4,283,725)	(870,705)	(640,391)
Forfeited	—	—	—	(283,600)
Lapsed	—	(94,507)	(870,708)	—
Outstanding at 30 June	4,646,394	4,395,990	5,994,207	7,627,402
Unvested at 30 June	4,646,394	4,395,990	5,994,207	7,627,402

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 2026 is 0.9 years (2025: 1.0 years).

During 2026, 2,398,821 equity-settled LTIP awards vested (2025: 870,705) and 4,283,725 RSU awards vested (2025: 640,391). The weighted average share price on the vesting date of

equity-settled awards in 2026 was 124.8 pence (2025: 116.3p).

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

(1) See note 30 on page 163.

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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 111.9 pence (2025: 91.0p). Fair value was measured using a variant of the Black-Scholes

valuation model based on the following assumptions:

	Sep	Sep	Sep
	2025	2024	2023
Risk-free interest rate	n/a	n/a	n/a
Share price on grant date	121.2p	116.0p	40.5p
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 123.2 pence (2025: 107.5p). Fair value was based on the share price at the date of grant with

the following assumptions:

	Jun	Sep	Jun	Sep	Jun	Nov	Sep
	2026	2025	2025	2024	2024	2023	2023
Risk-free interest rate	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Share price on grant date	164.4p	121.2p	151.4p	116.0p	118.0p	61.0p	40.5p
Dividend yield on the Company’s shares	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
Expected life of RSU awards	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:

	2026	2025
	£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, 871,798 share awards have been granted under the Deferred Annual Bonus Plan (2025: 708,038). The total amount included in operating profit in relation to the

Deferred Annual Bonus Plan was £nil (2025: £nil).

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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24. Provisions

	Reorganisation
	and	Leasehold	Environmental
	restructuring	dilapidations	remediation	Claims	Other	Total
	£m	£m	£m	£m	£m	£m
At 1 July 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
Transfer from other payables (1)	—	—	—	—	0.4	0.4
Charged/(released) to profit or loss	—	—	1.0	(0.5)	—	0.5
Currency translation difference	—	—	—	—	—	—
Utilisation	(0.2)	—	(1.1)	—	—	(1.3)
At 30 June 2026	0.2	0.3	2.7	0.3	0.4	3.9

(1) Transfer of claims and other provisions from other payables to provisions.

	2026	2025
Analysis of provisions:	£m	£m
Current	1.5	2.7
Non-current	2.4	1.6
Total	3.9	4.3

The closing provision for reorganisation and restructuring relates to the Group’s logistics Transformation programme. The provision is expected to be fully utilised within twelve months of

the balance sheet date.

The leasehold dilapidations provision relates to costs expected to be incurred to restore leased properties to their original condition at the end of the respective lease terms. A provision

has been recognised for the present value of the estimated expenditure required to undertake restoration works. Amounts will be utilised as the respective leases end and restoration

works are carried out, with £0.1 million expected to be utilised within twelve months.

The environmental remediation provision relates to historical environmental contamination at a site in Belgium. The additional costs in the year of £1.0 million relate to a re-evaluation of

the cost of environmental remediation. The closing provision is expected to be utilised as the land is restored within a period of approximately ten years, with £0.8 million expected to be

utilised within twelve months.

The claims provision relates to expected costs associated with outstanding legal and regulatory claims. The closing balance is expected to be utilised after more than twelve months.

The other provision relates to expected costs regarding the Extended Producer Responsibility regulatory policy around packaging. The closing balance is expected to be utilised within

twelve months.

The amount and timing of all cash flows related to the provisions are reasonably certain.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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25. Share capital and reserves

Share capital

		Authorised, allotted and fully paid
	Number	£m
Ordinary shares of 10 pence each At 1 July 2024 and 30 June 2025	174,057,328	17.4
Shares issued to EBT	4,502,575	0.4
Shares bought back on-market and cancelled	(4,250,490)	(0.4)
At 30 June 2026	174,309,413	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.

On 1 December 2025, the Company commenced a share buyback programme of up to £20 million in McBride plc ordinary shares. The maximum number of ordinary shares that may be

repurchased by the Company under the programme is 17,401,528. Ordinary shares repurchased under the share buyback programme will be cancelled.

During the period to 30 June 2026, the Company repurchased 4,479,384 ordinary shares, representing 2.5% of the issued ordinary share capital as at 30 June 2026. The shares were

acquired at an average price of 142.6 pence per share, with prices ranging from 119.6 pence per share to 160 pence per share. The total cost of £6.4 million, excluding transaction

costs, was deducted from equity. At 30 June 2026, all repurchased shares had been cancelled, with the exception of 228,894 shares which were cancelled across 1 and 2 July 2026.

Consequently, 4,250,490 ordinary shares were repurchased and cancelled during the period to 30 June 2026. Since the period end, the Company has repurchased and cancelled further

ordinary shares under the share buyback programme.

In addition, the EBT purchased 5,282,881 ordinary shares. The Company provided £6.4 million of funding to the EBT for these purchases, which will reduce equity dilution in the Company

on future vesting of incentive awards. The EBT also increased its holding through a subscription of new shares at par value (4,502,575 ordinary shares), totalling £0.4 million.

Reserves

(i) Share premium account

The share premium account records the difference between the nominal amount of shares issued and the fair value of the consideration received. The share premium account may be

used for certain purposes specified by UK law, including to write off expenses incurred on any issue of shares or debentures and to pay up fully paid bonus shares. The share premium

account is not distributable but may be reduced by special resolution of the Company’s ordinary shareholders and with court approval.

(ii) Cash flow hedge reserve

The cash flow hedge reserve comprises the cumulative net change in the fair value of hedging instruments in designated cash flow hedging relationships recognised in other

comprehensive income.

(iii) Currency translation reserve

The currency translation reserve comprises cumulative currency translation differences on the translation of the Group’s net investment in foreign operations into Sterling together with

the cumulative net change in the fair value of hedging instruments in designated net investment hedging relationships recognised in other comprehensive income.

(iv) Capital redemption reserve

The capital redemption reserve records the cost of shares purchased by the Company for cancellation or redeemed in excess of the proceeds of any fresh issue of shares made

specifically to fund the purchase or redemption. The capital redemption reserve is not distributable but may be reduced by special resolution of the Company’s ordinary shareholders and

with court approval.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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25. Share capital and reserves continued

Own shares

	Treasury shares		Employee Benefit Trust		Total
	Number	£m	Number	£m	Number	£m
At 1 July 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
Shares paid out to employees	—	—	(6,682,546)	(4.9)	(6,682,546)	(4.9)
Shares purchased	—	—	9,785,456	6.8	9,785,456	6.8
At 30 June 2026	42,041	—	6,883,848	6.1	6,925,889	6.1

The treasury shares and the shares in trust represent the Company’s ordinary shares that are acquired to satisfy the Group’s expected obligations under employee share schemes.

The market value of own shares held at 30 June 2026 was £10.8 million (2025: £5.7m).

26. Capital commitments

Capital expenditure contracted but not provided

	2026	2025
	£m	£m
Contracted but not provided on property, plant and equipment	3.3	3.4
Contracted but not provided on other intangible assets	0.1	0.2
Total	3.4	3.6

27. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and therefore are not required to be disclosed

in these financial statements. Details of transactions between the Group and other related parties are disclosed below.

Post-employment benefit plans

As shown in note 22, contributions amounting to £9.4 million (2025: £10.4m) were payable by the Group to pension schemes established for the benefit of its employees.

At 30 June 2026, £0.6 million (2025: £0.6m) in respect of contributions due was included in other payables.

Compensation of key management personnel

For the purposes of these disclosures, the Group regards its key management personnel as the Directors and certain members of the senior executive team.

Compensation relating to key management personnel in respect of their services to the Group was as follows:

	2026	2025
	£m	£m
Short-term employee benefits	2.7	3.1
Post-employment benefits	0.1	0.1
Share-based payments	1.0	1.0
Total	3.8	4.2

Detailed remuneration disclosures are provided in the Annual Report on Remuneration on pages 92 to 102.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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28. Events after the reporting date

Acquisition of Eurotab

On 1 July 2026, the Group acquired 100% of the share capital of Eurotop SAS, the owner of

Eurotab Group (‘Eurotab’) for a consideration of €40.8 million (including cash acquired of

c.€8 million), of which €31.3 million relates to third-party indebtedness repayments.

Eurotab is a leading, privately owned specialist in the design and manufacture of

solid-format cleaning and hygiene solutions, primarily serving private label and certain

contract manufacturing markets. It provides precision powder compaction technology

supporting a diverse tablet format-based product range, including automatic dishwasher

tablets, moisture-absorbing solutions and disinfecting bleach tablets. Eurotab has two

specialised manufacturing sites in France and a smaller business supplying the market

in Turkey from its facility located near Istanbul.

The acquisition is in line with the Group’s growth strategy and is anticipated to further

strengthen McBride’s position as a leading detergent producer in Europe. The transaction

will deepen relationships with certain existing customers and will also provide the

opportunity to develop the Turkish operation as a platform for expanding the Group’s

manufacturing capabilities and for accessing new target markets over time.

Whilst a preliminary assessment of fair values has not been finalised, the net assets

acquired include property, plant and equipment and working capital. A fair value

assessment is in the process of being performed and this, along with the other

requirements of IFRS 3, ‘Business Combinations’, will be reported in the Group’s

Half-Year Report and Financial Statements for the year to 30 June 2027.

Vestacy contract manufacturing

On 28 August 2026, the Group announced a strategic partnership securing two long-term

contract manufacturing agreements with E.H. Group B.V. (‘Vestacy’). As part of this

partnership, McBride has signed a share purchase agreement to acquire two dedicated

manufacturing facilities located in Spain and Portugal for a nominal consideration.

The contract manufacturing agreements, which have a duration of between five and eight

years, will see the Group manufacture a variety of household products for Vestacy, with the

majority of these products focused on laundry markets, a target strategic growth category

for the Group. To optimise efficiency and proximity to geographical markets, production

volumes will be distributed across the two newly acquired sites, together with existing

McBride sites in Belgium, Italy, Poland, UK and France.

Under the terms of the master agreement, over the next two years, Vestacy will fund most

of the additional equipment required for capacity needs across the McBride production

network, totalling €40.0 million. This structure minimises the upfront capital requirement

for the Group while securing long-term manufacturing volumes. Over the same period,

McBride will be responsible for c.€14.0 million of transition and project costs, alongside

approximately €6.0 million of specific capital expenditure over the next two years.

The Board expects this transaction to be materially earnings accretive, significantly

advancing the Group’s strategic and financial objectives. These new arrangements will

increase the proportion of contract manufacturing in the Group’s total revenue. Profit

margins are expected to be in line with existing McBride levels, delivering EPS growth

consistent with revenue growth.

The Group’s net debt is expected to increase by up to £25.0 million at its peak during

the second half of financial year 2028, reflecting the investment in capacity expansion,

associated working capital requirements and transition costs. The incremental investment is

expected to be funded from the Group’s existing facilities and cash flow from operations.

The delivery of these new revenues will be multi-phased. Completion of the acquisition

and transfer of the two factories from Vestacy to McBride is anticipated early in calendar

year 2027, with the new capacity across the designated Group sites expected to be fully

operational early in calendar year 2028.

A fair value assessment will be performed and this, along with the other requirements of

IFRS 3, ‘Business Combinations’, will be reported in the Group’s financial statements for the

year to 30 June 2027.

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
	2026	2025	2026	2025
Euro	1.15	1.19	1.16	1.17
US Dollar	1.34	1.29	1.32	1.37
Danish Krone	8.60	8.88	8.67	8.72
Polish Zloty	4.89	5.07	4.98	4.96
Malaysian Ringgit	5.49	5.70	5.40	5.77
Australian Dollar	1.98	2.00	1.92	2.10

30. Alternative performance measures (APMs)

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 used may not be directly comparable with similarly

titled measures used by other companies.

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.

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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30. Alternative performance measures (APMs) 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 operating profit is operating profit before amortisation of intangible assets and

exceptional items. 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.

	2026	2025
	£m	£m
Operating profit	50.1	60.2
Exceptional items in operating profit (note 4)	7.6	4.0
Amortisation of intangibles (note 13)	1.3	1.9
Adjusted operating profit	59.0	66.1
Depreciation of property, plant and equipment (note 14)	16.9	15.8
Depreciation of right-of-use assets (note 15)	4.1	3.9
Adjusted EBITDA	80.0	85.8

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.

	2026	2025
	£m	£m
Profit before tax	39.9	49.0
Exceptional items (note 4)	7.6	4.0
Amortisation of intangibles (note 13)	1.3	1.9
Adjusted profit before tax	48.8	54.9
Taxation on adjusted profit before tax (note 9)	(12.1)	(17.3)
Adjusted profit for the year	36.7	37.6

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 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

from operations 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:

	2026	2025
	£m	£m
Net cash generated from operating activities	33.4	63.1
Add back:
Taxation paid	7. 8	17.9
Interest paid	7.3	7.9
Refinancing costs paid	0.6	1.8
Cash outflow in respect of exceptional items	7.6	3.2
Free cash flow	56.7	93.9
Adjusted EBITDA	80.0	85.8
Cash conversion %	71%	109%

Adjusted return on capital employed (ROCE)

Adjusted ROCE serves as an indicator of how efficiently returns are generated 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:

	2026	2025	2024
	£m	£m	£m
Goodwill (note 12)	19.8	19.8	19.7
Other intangible assets (note 13)	28.3	18.3	9.8
Property, plant and equipment (note 14)	123.5	120.3	114.4
Right-of-use assets (note 15)	5.7	7.9	8.1
Inventories (note 16)	132.6	123.4	119.6
Trade and other receivables (note 17)	142.2	139.1	148.8
Trade and other payables (note 18)	(220.9)	(228.0)	(220.1)
Capital employed	231.2	200.8	200.3
Average of opening and closing capital employed	216.0	200.6	200.2
Adjusted operating profit	59.0	66.1	67.1
Adjusted ROCE %	27.3%	33.0%	33.5%

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

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30. Alternative performance measures (APMs) continued

Liquidity

Liquidity means, at any time, without double counting, the aggregate of:

(a) cash;

(b) cash equivalents;

and other committed facilities; and

(d) the aggregate amount available for drawing under uncommitted facilities.

The Company uses this measure to manage cash flow.

	2026	2025
	£m	£m
Cash and cash equivalents	65.2	34.2
RCF headroom	100.6	107.2
Other committed facilities	1.8	—
Liquidity	167.6	141.4

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:

	2026	2025
	£m	£m
Current assets
Cash and cash equivalents	65.2	34.2
Current liabilities
Borrowings (note 19)	(76.8)	(69.8)
Lease liabilities (note 15)	(2.2)	(3.7)
	(79.0)	(73.5)
Non-current liabilities
Borrowings (note 19)	(105.1)	(61.3)
Lease liabilities (note 15)	(3.9)	(4.6)
	(109.0)	(65.9)
Net debt	(122.8)	(105.2)

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.

	2026	2025
	£m	£m
Net debt (as defined above)	(122.8)	(105.2)
Invoice discounting facilities (note 19)	73.6	67.8
B Shares (notes 11, 18)	(0.6)	(0.7)
Lease liabilities (note 15)	6.1	8.3
Adjustment for average exchange rates	(0.2)	(0.8)
Net debt banking basis (as defined in the RCF agreement)	(43.9)	(30.6)
Adjusted EBITDA	80.0	85.8
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	0.4
EBITDA banking basis (as defined in the RCF agreement)	79.2	85.0
Net debt cover ratio (banking basis)	0.6x	0.4x

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.

	2026	2025
	£m	£m
EBITDA banking basis (as defined in the RCF agreement)	79.2	85.0
Adjusted finance costs excluding net interest cost on defined
benefit obligation (note 8)	9.0	10.0
Interest cover ratio (banking basis)	8.8x	8.5x

Notes to the Consolidated Financial Statements continued

Year ended 30 June 2026

164

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Strategic Report Governance Report Additional InformationFinancial Statements

Note

2026

£m

2025

£m

Fixed assets

Investments 5 158.4 158.4

Current assets

Trade and other debtors 6 67. 8 79.4

Cash and cash equivalents 19.7 0.4

Creditors: amounts falling due within one year 7 (27.6) (36.9)

Net current assets 59.9 42.9

Total assets less current liabilities 218.3 201.3

Creditors: amounts falling due after more than one year 8 (10.5) (10.9)

Net assets 207.8 190.4

Capital and reserves

Issued share capital 11 17.4 17.4

Share premium account 68.6 68.6

Capital redemption reserve 77.7 77.2

Cash flow hedge reserve 0.4 0.2

Retained earnings/(accumulated losses)

At 1 July 27.0 (4.1)

Profit for the year 33.2 31.8

Other movements (16.5) (0.7)

43.7 27.0

Total shareholders’ funds 207.8 190.4

The financial statements on pages 165 to 173 were approved by the Board of Directors on 14 September 2026 and were signed on its behalf by:

Chris Smith

Director

McBride plc

Registered number: 02798634

Company Balance Sheet

At 30 June 2026

165

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Strategic Report Governance Report Additional InformationFinancial Statements

Issued

capital

£m

premium

account

£m

Capital

redemption

reserve

£m

Cash flow

hedge

reserve

£m

(Accumulated

losses)/

retained

earnings

£m

Total

shareholders’

funds

£m

At 1 July 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 of financial instruments — — — (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

Profit for the year — — — — 33.2 33.2

Other comprehensive income/(expense)

Items that may be reclassified to profit or loss:

Net changes in fair value of financial instruments — — — 0.6 — 0.6

Cash flow hedges transferred to profit or loss — — — — — —

Transfers between reserves — — — (1.6) 1.6 —

Taxation relating to the items above — — — 1.2 — 1.2

Total other comprehensive income — — — 0.2 1.6 1.8

Total comprehensive income — — — 0.2 34.8 35.0

Transactions with owners of the parent

Redemption of B Shares — — 0.1 — (0.1) —

Shares issued to the EBT 0.4 — — — — 0.4

Buyback of own shares (0.4) — 0.4 — (6.4) (6.4)

Dividends — — — — (5.2) (5.2)

Settlement of share awards — — — — (5.3) (5.3)

Share-based payments — — — — 0.1 0.1

Taxation relating to the items above — — — — (1.2) (1.2)

At 30 June 2026 17.4 68.6 77.7 0.4 43.7 207.8

Company Statement of Changes in Equity

Year ended 30 June 2026

166

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Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Company Financial Statements

Year ended 30 June 2026

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 Group

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2026 (‘2026’) with comparative

amounts for theyear ended 30 June 2025

(‘2025’).

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,

modified in respect of the revaluation to

fair value of financial assets and liabilities

(derivative financial instruments) through

profit or loss, 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 119.

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 2025.

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 30June2026.

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 instruments 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.

Subsequent measurement of debt

instruments depends on the Company’s

business model for managing the

instrument and its cash flow characteristics.

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;

167

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Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Company Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

Financial instruments continued

• 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 aseparate 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 net within 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.

(iii) Trade payables

Trade payables are initially recognised

at fairvalue and subsequently held at

amortised cost.

(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 purposes; 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 2026, the outstanding

contracts all mature within twelve months

(2025: twelve months) of the year end.

TheCompany is committed to sell PLN,

EUR and AUD and receive a fixed Sterling

amount.

The Company also enters into interest

rate collar contracts to mitigate against

the floating interest rates on RCF debt.

At30 June 2026, there are six outstanding

contracts: two mature within twelve months

of the year end, with the remaining four

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.

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 balance sheet.

168

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Company Financial Statements continued

Year ended 30 June 2026

2. Material accounting policies

continued

Principal accounting policies continued

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 of income or expenses for accounting

purposes and their recognition for tax

purposes. A deferred 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.

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 2026 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. BShares

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 their critical judgement

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. Inlight of the underlying

value of the subsidiaries’ net assets, their

profitability and forecast profitability, the

Directors have judged that no impairment

is required (2025: £nil). An impairment

assessment of amounts owed by subsidiary

undertakings as at 30 June 2026 was

undertaken. The Directors have judged

thatno impairment is required (2025: £nil).

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’s consolidated financial statements.

The Company’s profit for the financial year

was £33.2 million (2025: £31.8m).

169

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Strategic Report Governance Report Additional InformationFinancial Statements

Notes to the Company Financial Statements continued

Year ended 30 June 2026

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:

2026

Number

2025

Number

Directors 2 2

Non-Executive Directors 1 1

Total 3 3

Aggregate payroll costs were as follows:

2026

£m

2025

£m

Wages and salaries 1.8 2.5

Social security costs 0.3 0.1

Share-based payments 0.1 0.7

Total 2.2 3.3

Executive Directors’ emoluments, which are included in the above, are detailed further in

the Annual Report on Remuneration on pages 92 to 102.

5. Investments

£m

Carrying amount as at 1 July 2024, 30 June 2025 and 30 June 2026 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.

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 as

at 30 June 2026.

• Robert McBride Ltd

• McBride Holdings Limited

A full list of the Company’s subsidiaries at 30 June 2026 is set out in note 14 on page 173.

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

2026

£m

2025

£m

Amounts falling due within one year

Amounts owed by subsidiary undertakings 64.7 76.6

Derivative financial instruments 0.5 —

Deferred tax asset 1.4 0.9

Other debtors 0.1 —

Prepayments and accrued income 1.1 1.9

67.8 79.4

Amounts are unsecured and repayable on demand. Amounts owed by subsidiary

undertakings include a loan receivable of £62.4 million (2025: £66.3m) which is non-interest

bearing with no fixed repayment date. All remaining amounts owed by subsidiary

undertakings are interest bearing, based on external borrowing interest rates.

7. Creditors: amounts falling due within one year

2026

£m

2025

£m

Amounts owed to subsidiary undertakings 24.4 34.0

B Shares (note 9) 0.6 0.7

Accruals and deferred income 0.7 2.1

Derivative financial instruments — 0.1

Other creditors 1.9 —

Total 27.6 36.9

All amounts owed to subsidiary undertakings are interest bearing, based on external

borrowing interest rates.

8. Creditors: amounts falling due after more than one year

2026

£m

2025

£m

Bank and other loans 10.5 10.9

Total 10.5 10.9

Bank and other loans represent amounts drawn down under revolving credit facilities.

170

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Strategic Report Governance Report Additional InformationFinancial Statements

9. Shareholder returns

Dividends

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 2026 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 2026 will be announced

indue course. B Shares issued but not redeemed are classified as current liabilities.

The Board confirmed its intention to reinstate annual dividends in February 2025.

Afinaldividend for the year ended 30 June 2025 of 3.0 pence per ordinary share,

costingapproximately £5.2 million, in aggregate, was approved at the Annual General

Meeting and paid in November 2025.

The Board is recommending a final dividend of 3.1 pence per ordinary share for the year

ended 30 June 2026. This is subject to approval by shareholders at the Company’s 2026

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 27 November 2026

toall holders of ordinary shares who are on the register of members on 30 October 2026.

The ordinary shares will be marked as ex-dividend on 29 October 2026.

Other than the final dividend for the year ended 30 June 2025 and the final dividend

for the year ended 30 June 2026 proposed above, no dividend payments to ordinary

shareholders were made or proposed in respect of this year or the prior year.

Share buyback/redemptions

On 1 December 2025, the Company commenced a share buyback programme of up to

£20 million in McBride plc ordinary shares. The maximum number of ordinary shares that

may be repurchased by the Company under the programme is 17,401,528. Ordinary shares

repurchased under the share buyback programme will be cancelled.

During the period to 30 June 2026, the Company repurchased 4,479,384 ordinary shares,

representing 2.5% of the issued ordinary share capital as at 30 June2026. The shares were

acquired at an average price of 142.6 pence per share, with prices ranging from 119.6 pence

per share to 160 pence per share. The total cost of £6.4 million, excluding transaction costs,

was deducted from equity. At 30 June 2026, all repurchased shares had been cancelled,

with the exception of 228,894 shares which were cancelled across 1 and 2 July 2026. Since

the period end, the Company has repurchased and cancelled further ordinary shares under

the share buyback programme.

Movements in the number of ordinary shares (including treasury shares) outstanding were

as follows:

Authorised, allotted and fully paid

Number £m

Ordinary shares of 10 pence each

At 1 July 2024 and 30 June 2025 174,057,328 17.4

Shares issued to EBT 4,502,575 0.4

Shares bought back on-market and cancelled (4,250,490) (0.4)

At 30 June 2026 174,309,413 17.4

During the period to 30 June 2026, the Company redeemed certain B Shares. Movements

in the number of B Shares outstanding were as follows:

Number

000

Nominal

value

£’000

Issued and fully paid

At 1 July 2023 and 30 June 2024 665,888 666

Redeemed (71,278) (71)

At 30 June 2025 594,610 595

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.

Employee Benefit Trust (EBT) funding

During the period to 30 June 2026, the EBT purchased 5,282,881 ordinary shares. The

Company provided £6.4 million of funding to the EBT for these purchases, which will

reduce equity dilution in the Company on future vesting of incentive awards. Additionally,

the EBT increased its holding through a subscription of new shares at par value (4,502,575

ordinary shares), totalling £0.4 million.

Notes to the Company Financial Statements continued

Year ended 30 June 2026

171

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

10. 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 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)

Charge to equity (0.1) — (0.1)

At 30 June 2025 2.2 (1.3) 0.9

Credit/(charge) to income statement 0.7 (0.2) 0.5

Credit to other comprehensive income/(expense) — 1.2 1.2

Charge to equity (1.2) — (1.2)

At 30 June 2026 1.7 (0.3) 1.4

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 2026, McBride plc had unused tax losses of £20.8 million (2025: £23.8m)

available to offset against future profits. No deferred tax asset has been recognised in

respect of these losses at the Company level.

In line with previous years, no deferred tax asset has been recognised on the corporate

interest restriction balance of £32.1 million (2025: £29.2m) at the Company level.

The Company has applied the Pillar Two income taxes exemption in IAS 12, so neither

recognises nor discloses information about deferred tax assets and liabilities related to

Pillar Two income taxes.

11. Issued share capital

Authorised, allotted and fully paid

Number £m

Ordinary shares of 10 pence each

At 1 July 2024 and 30 June 2025 174,057,328 17.4

Shares issued to EBT 4,502,575 0.4

Shares bought back on-market and cancelled (4,250,490) (0.4)

At 30 June 2026 174,309,413 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.

On 1 December 2025, the Company commenced a share buyback programme of up to

£20 million in McBride plc ordinary shares. The maximum number of ordinary shares that

may be repurchased by the Company under the programme is 17,401,528. Ordinary shares

repurchased under the share buyback programme will be cancelled.

During the period to 30 June 2026, the Company repurchased 4,479,384 ordinary shares,

representing 2.5% of the issued ordinary share capital as at 30 June 2026. The shares were

acquired at an average price of 142.6 pence per share, with prices ranging from 119.6 pence

per share to 160 pence per share. The total cost of £6.4 million, excluding transaction costs,

wasdeducted from equity. At 30 June 2026, all repurchased shares had been cancelled,

with the exception of 228,894 shares which were cancelled across 1 and 2 July 2026.

Consequently, 4,250,490 ordinary shares were repurchased and cancelled during the

period to 30 June 2026. Since the period end, the Company has repurchased and cancelled

further ordinary shares under the share buyback programme.

In addition, the EBT purchased 5,282,881 ordinary shares. The Company provided

£6.4million of funding to the EBT for these purchases, which will reduce equity

dilutioninthe Company on future vesting of incentive awards. The EBT also increased its

holding through a subscription of new shares at par value (4,502,575 ordinary shares),

totalling £0.4 million.

At 30 June 2026, outstanding awards in relation to the equity-settled employee share

schemes that are operated by the Company comprised 9,042,384 ordinary shares

(2025:13,621,609 ordinary shares). Further information on the employee share schemes

ispresented in note 23 to the consolidated financial statements.

12. Guarantees

The Company has guaranteed the indebtedness of certain of its subsidiaries up to an

aggregate amount of £nil (2025: £nil).

13. Related party transactions

Other than payments made to Directors, which are set out in the Remuneration Committee

Report on pages 82 to 102 and note 5 of the consolidated financial statements, there are

no other related party transactions to disclose (2025: none). The Company has taken

the exemption available under FRS 101 not to disclose transactions with wholly owned

subsidiary companies.

Notes to the Company Financial Statements continued

Year ended 30 June 2026

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Strategic Report Governance Report Additional InformationFinancial Statements

14. Subsidiaries

Details of the Company’s subsidiaries at 30 June 2026 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

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

Subsidiaries

Equity interest

and operation

Country of

incorporation

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.

Registered offices:

(a) Level 4, 147 Collins Street, Melbourne, Victoria 3000, Australia.

(b) 6 Rue Moulin Masure, 7730 Estaimpuis, Belgium.

(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.

Notes to the Company Financial Statements continued

Year ended 30 June 2026

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Group Five-Year Summary

Year ended 30 June

2026

£m

2025

£m

2024

£m

2023

£m

2022

£m

Revenue 934.2 926.5 934.8 889.0 678.3

Adjusted operating profit/(loss) 59.0 66.1 67.1 13.5 (24.5)

Amortisation of intangible assets (1.3) (1.9) (2.0) (2.4) (2.6)

Exceptional items (7.6) (4.0) (0.8) (0.8) —

Operating profit/(loss) 50.1 60.2 64.3 10.3 (27.1)

Finance costs (10.2) (11.2) (17.8) (25.4) (8.6)

Profit/(loss) before taxation 39.9 49.0 46.5 (15.1) (35.7)

Taxation (9.9) (15.8) (13.2) 3.6 11.4

Profit/(loss) for the year 30.0 33.2 33.3 (11.5) (24.3)

Earnings/(loss) per share

Diluted 16.9p 18.6p 18.8p (6.6)p (14.0)p

Adjusted diluted 20.6p 21.1p 21.7p 0.0p (11.7)p

Payments to shareholders (per ordinary share) 3.1p 3.0p — — —

At 30 June

2026

£m

2025

£m

2024

£m

2023

£m

2022

£m

Non-current assets

Property, plant and equipment 123.5 120.3 114.4 117.8 122.9

Goodwill and other intangible assets 48.1 38.1 29.5 26.2 27.0

Other assets 47.0 46.4 52.6 54.6 42.9

218.6 204.8 196.5 198.6 192.8

Current assets 341.6 300.5 280.1 271.7 273.3

Current liabilities (310.7) (311.8) (306.1) (283.6) (280.0)

Non-current liabilities (138.4) (99.2) (107.1) (149.6) (129.1)

Net assets 111.1 94.3 63.4 37.1 57.0

Net debt 122.8 105.2 131.5 166.5 164.4

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Financial calendar

Next key dates for shareholders in 2026 and 2027:

Record date for dividend payable on B Shares

previously issued and not redeemed

16 October 2026

Record date for dividend payable on ordinary shares

previously issued and not redeemed

30 October 2026

Annual General Meeting 19 November 2026

Dividend payments on B Shares issued

and not previously redeemed

27 November 2026

Dividend payments on ordinary shares issued

and not previously redeemed

27 November 2026

2027 Half year end 31 December 2026

2027 Half-year trading statement 19 January 2027

2027 Interim results announcement 23 February 2027

2027 Year end 30 June 2027

2027 Year-end trading statement 15 July 2027

2027 Preliminary results announcement 14 September 2027

These dates are provisional and may be subject to change.

Shareholder returns

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.

The Company paid a final dividend of 3.0 pence per ordinary share for the year ended

30June 2025. The Board is recommending a final dividend of 3.1 pence per ordinary

share for the year ended 30 June 2026. Such dividend, if approved by shareholders at the

Company’s Annual General Meeting, shall be payable on 27 November 2026 to all holders

of ordinary shares who are on the register of members on 30 October 2026. The final

dividend proposed for the year ended 30 June 2026 will be paid in cash if approved by

theshareholders.

The Company commenced a share buyback programme on 1 December 2025. Further

details of this programme can be found on page 135.

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. B Shares that are

retained by the holder attract a dividend which is currently 75% of Bank of England Base

Rate on the 0.1 pence nominal value of each share, paid on a twice-yearly basis. B Shares

continue to be redeemable (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), with

one redemption date falling in November of each year. Further details of how to redeem

existing B Shares in November 2026 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 be contacted:

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

(such as address 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

175

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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 or

destroyed, 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 2026, 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

2022 89 16 58 16

2023 33 16 24 26

2024 143 25 73 139

2025 156 97 129 150

2026 167 107 139 156

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 as a mailing list. Shareholders wishing to limit the amount of such mail should either

write to Mailing Preference Service, DMA House, 70 Margaret Street, London W1W 8SS,

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 scams

are 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, it probably 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

ActionFraud on 0300 123 2040 or online at www.actionfraud.police.uk. Find out more

atwww.fca.org.uk/scamsmart.

Electronic communications

Shareholders are able to register to receive communications from McBride electronically.

McBride encourages shareholders to elect to receive all communications electronically,

toenable 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

downloadfacility);

• 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.

Shareholder Information continued

176

McBride plc Annual Report and Accounts 2026

Strategic Report Governance Report Additional InformationFinancial Statements

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

Manchester Hardman Sq

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

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

Registrars

MUFG Corporate Markets (UK) Limited

Central Square

29 Wellington Street

Leeds LS1 4DL

Financial public relations advisers

Team Lewis

Battersea Power Station

50 Electric Boulevard

Nine Elms

London SW11 8BJ

Registered Office and Advisers

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Strategic Report Governance Report Additional InformationFinancial Statements

177 McBride plc Annual Report and Accounts 2026

McBride plcAnnual Report and Accounts 2026