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6-K 1 nomd-2025331x6k.htm 6-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________________________
FORM 6-K
_______________________________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 _______________________________________________
For the month of May 2025
Commission File Number: 001-37669
_______________________________________________
Nomad Foods Limited
(Translation of registrant’s name in English)
 
_______________________________________________
Forge, 43 Church Street West
Woking, GU21 6HT
+ (44) 208 918 3200
(Address of Principal Executive Offices)
_______________________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  x           Form 40-F  o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.




Financial Results
On May 8, 2025, Nomad Foods Limited (the “Company”) issued a press release announcing its financial results for the three month period ended March 31, 2025 (“1Q 2025”). The press release is furnished as Exhibit 99.1 to this Report on Form 6-K. The Company also issued Condensed Consolidated Interim Financial Statements for 1Q 2025. The Condensed Consolidated Interim Financial Statements for 1Q 2025 are filed as Exhibit 99.2 to this Report on Form 6-K and are incorporated by reference into the registration statements on (i) Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044) and (iii) Form F-3 filed with the Commission on March 1, 2023, which was automatically effective upon filing with the Commission (File No. 333-270190).





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
NOMAD FOODS LIMITED
By:   /s/ Ruben Baldew
Name:   Ruben Baldew
Title:   Chief Financial Officer
Dated: May 8, 2025



Exhibit Index
Exhibit
Number
   Exhibit Title
   Press Release issued by Nomad Foods Limited on May 8, 2025 relating to the Company’s financial results for the three month period ended March 31, 2025.
   Condensed Consolidated Interim Financial Statements (unaudited) for the three months ended March 31, 2025.




EX-99.1 2 ex991pressrelease20250331.htm PRESS RELEASE Document
Exhibit 99.1
nomadlogoa15a.jpg
Nomad Foods Reports First Quarter 2025 Financial Results

Strong gross margin expansion helped fuel reinvestment

Retailer destocking & Easter timing offset retail sell-out growth

Recalibrating full year sales, Adjusted EBITDA and Adjusted EPS expectations
WOKING, England - May 8, 2025 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three month period ended March 31, 2025.
Key operating highlights and financial performance for the first quarter 2025, when compared to the first quarter 2024, include:
 
•Revenue decreased 3.0% to €760 million
•Organic revenue declined 3.6% with a volume decline of 3.7%
•Gross margin expanded 90 bps, helping to fund a double digit increase in A&P
•Adjusted EBITDA decreased 1.8% to €120 million
•Adjusted EPS decreased 5.4% to €0.35
Management Comments

Stéfan Descheemaeker, Nomad Foods’ Chief Executive Officer, stated, "Our team continued to execute well against our strategic priorities in the first quarter. Our organization delivered another quarter of strong gross margin improvement while continuing to scale our Growth Platforms, strengthen our innovation pipeline and reinvest in our leading brands. We saw slightly positive in-market consumption growth in the first quarter, but faced larger than expected retailer inventory destocking which, when combined with Easter timing, caused our net sales growth to meaningfully lag our retail sell-out. We expect top-line growth to accelerate throughout the remainder of the year, but do not expect to recover the larger than expected destocking related losses incurred in the first quarter. We have tempered our full year revenue expectations as a result. And although we see no direct impact from tariffs at this point in time, the macro environment has become increasingly uncertain and we foresee further increases in some input costs. These dynamics, in combination with the destocking impact in the first quarter, have caused us to lower our full year Adjusted EBITDA expectations while widening our Adjusted EPS guidance range."

Noam Gottesman, Nomad Foods’ Co-Chairman and Founder, commented, “Nomad Foods has spent the last two years strengthening its overall organization, scaling its innovation pipeline and bolstering both the quantity and quality of its advertising investment while leveraging its strong cash flow to fortify its balance sheet and return cash to shareholders. Quarterly results can be choppy but the Frozen Food category in Europe is healthy, Nomad Food's leading brands are strong and its portfolio remains well positioned for evolving consumer trends. We remain confident in the company's growth potential and believe results for the remainder of 2025 will reflect this."

First Quarter of 2025 results compared to the First Quarter of 2024
•Revenue decreased 3.0% to €760 million. Organic revenue decreased by 3.6% and was driven by a volume decline of 3.7% and a sequential improvement in price/mix of +0.1%. Organic sales lagged retail measured sell-through due to retailer inventory destocking and the later timing of Easter this year.
•Gross profit increased 0.3% to €212 million. Gross margin increased 90 basis points to 27.8% due to supply chain productivity and the lapping of inventory revaluation headwinds in the prior year.
•Adjusted operating expenses increased 3.4% to €116 million due to a double-digit increase and Advertising and Promotion expense. Overhead costs modestly contracted as productivity efforts began to generate returns that more than offset underlying inflation.
•Adjusted EBITDA decreased 1.8% to €120 million due to the aforementioned factors and Adjusted Profit after tax decreased 12% to €54 million.
•Adjusted EPS decreased by €0.02 to €0.35 reflecting the decrease in Adjusted Profit after tax and fewer shares outstanding. Diluted EPS remained unchanged at €0.21.

1

Exhibit 99.1
2025 Guidance
The confluence of greater than expected retailer inventory destocking, higher input cost inflation, macro uncertainty and the prioritization of continued reinvestment in its brands and products has caused Nomad Foods to lower its full year revenue and Adjusted EBITDA outlook while widening its Adjusted EPS guidance range at the low-end. For the full year 2025, Nomad Foods now expects organic revenue growth of 0%-2%, versus 1%-3% growth prior, Adjusted EBITDA growth of 0%-2%, versus 2%-4% growth prior and Adjusted EPS of €1.82-€1.89, implying growth of 2-6%, versus its prior Adjusted EPS range of €1.85-€1.89, as the benefit of a lower share count partially offsets the lower Adjusted EBITDA outlook. Based on USD/EUR exchange rate as of May 2, 2025, this translates into 2025 Adjusted EPS of $2.07-$2.15. The Company is also maintaining its full year adjusted free cash flow conversion guidance to 90% or greater.

Conference Call and Webcast
The Company will host a conference call with members of the executive management team to discuss these results today, Thursday, May 8, 2025 at 1:30 p.m. BST (8:30 a.m. Eastern Daylight Time). To participate on the live call listeners in North America may dial +1-844-676-5834 and international listeners may dial +1-412-634-6811. Additionally, there will be a presentation to accompany the conference call and the call is being webcast. Both can be accessed at the Nomad Foods website at www.nomadfoods.com under Investor Relations. A replay of the conference call will be available on the Company website for two weeks following the event and can be accessed by listeners in North America by dialing +1-844-512-2921 and by international listeners by dialing +1-412-317-6671; the replay pin number is 10198025.

Enquiries
Investor Relations Contact
Jason English
investorrelations@nomadfoods.com

Media Contact
Oliver Thomas, Head of Corporate Affairs
Oliver.Thomas@nomadfoods.com

About Nomad Foods
Nomad Foods (NYSE: NOMD) is Europe’s leading frozen food company. The Company’s portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Ledo and Frikom, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad Foods is headquartered in the United Kingdom. Additional information may be found at www.nomadfoods.com.

Non-IFRS Financial Information
Nomad Foods is presenting Adjusted and Organic financial information, which is considered non-IFRS financial information, for the three months ended March 31, 2025 and for comparative purposes, the three months ended March 31, 2024.

Adjusted financial information for the three months ended March 31, 2025 and 2024 presented in this press release reflects the historical reported financial statements of Nomad Foods, adjusted primarily for, when they occur, share based payment expenses and related employer payroll taxes, non-operating M&A related costs, acquisition purchase price adjustments, exceptional items and foreign currency translation charges/gains.

Adjusted EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization, adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EBITDA provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis.

Adjusted EBITDA should not be considered as an alternative to profit/(loss) for the period, determined in accordance with IFRS, as an indicator of the Company’s operating performance.

2


Adjusted Profit for the period is defined as profit for the period excluding, when they occur, the impacts of exited markets, acquisition purchase price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges, net financing income/(cost) on amendment of terms of debt, interest cost on tax relating to legacy tax audits, foreign exchange translation gains/(losses), foreign exchange gains/(losses) on derivatives, as well as certain other items considered unusual or non-recurring in nature. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted Profit after tax provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis.

Adjusted EPS is defined as diluted earnings per share excluding, when they occur, the impacts of exited markets, acquisition purchase
price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges, net financing income/(cost) on amendment of terms of debt, interest cost on tax relating to legacy tax audits, foreign exchange translation gains/(losses), foreign exchange gains/(losses) on derivatives, as well as certain other items considered unusual or non-recurring in nature. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EPS provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis.

Organic revenue growth/(decline) is an adjusted measurement of our operating results. The comparison for the three months ended March 31, 2025 and 2024 presented in this press release takes into consideration only those activities that were in effect during both time periods. Organic revenue growth/(decline) reflects reported revenue adjusted for currency translation and non-comparable trading items such as expansion, acquisitions, disposals, closures, trading day impacts or any other event that artificially impacts the comparability of our results period over period.

Adjustments for currency translation are calculated by translating data of the current and comparative periods using a budget foreign exchange rate that is set once a year as part of the Company's internal annual forecast process.

Adjusted Free Cash Flow – Adjusted free cash flow is the amount of cash generated from operating activities less cash flows related to exceptional items (as described above), non-operating M&A related costs and working capital movements on employer taxes associated with share based payment awards, plus capital expenditure (on property, plant and equipment and intangible assets), net interest paid, proceeds/(payments) on settlement of derivatives where hedge accounting is not applied and payments of lease liabilities. Adjusted free cash flow reflects cash flows that could be used for payment of dividends, repayment of debt or to fund acquisitions or other strategic objectives.

Cash flow conversion is Adjusted Free Cash Flow as a percentage of Adjusted Profit for the period.

Adjusted and Organic non-IFRS financial information should be read in conjunction with the unaudited financial statements of Nomad Foods included in this press release as well as the historical financial statements of the Company previously filed with the SEC.

Nomad Foods believe its non-IFRS financial measures provide an important additional measure with which to monitor and evaluate the Company’s ongoing financial results, as well as to reflect its acquisitions. Nomad Foods’ calculation of these financial measures may be different from the calculations used by other companies and comparability may therefore be limited. The Adjusted and Organic financial information presented herein is based upon certain assumptions that Nomad Foods believes to be reasonable and is presented for informational purposes only and is not necessarily indicative of any anticipated financial position or future results of operations that the Company will experience. You should not consider the Company’s non-IFRS financial measures an alternative or substitute for the Company’s reported results and are cautioned not to place undue reliance on these results and information as they may not be representative of our actual or future results as a Company.

Please see on pages 7 to 10, the non-IFRS reconciliation tables attached hereto and the schedules accompanying this release for an explanation and reconciliation of the Adjusted and Organic financial information to the most directly comparable IFRS measure. The
Company is unable to reconcile, without unreasonable efforts, Organic Growth, Adjusted EBITDA and Adjusted EPS guidance to the most directly comparable IFRS measure.


3


Nomad Foods Limited As Reported
Statements of Profit or Loss (unaudited)
Three months ended March 31, 2025 and March 31, 2024
Three months ended March 31, 2025 Three months ended March 31, 2024
€m €m
Revenue 760.1  783.7 
Cost of sales (548.5) (572.8)
Gross profit 211.6  210.9 
Other operating expenses (120.7) (115.4)
Exceptional items (17.1) (23.5)
Operating profit 73.8  72.0 
Finance income 1.5  5.9 
Finance costs (35.6) (36.0)
Net financing costs (34.1) (30.1)
Profit before tax 39.7  41.9 
Taxation (7.0) (7.4)
Profit for the period 32.7  34.5 
Basic and diluted earnings per share in € 0.21  0.21 

4


Nomad Foods Limited As Reported
Condensed Consolidated Interim Statements of Financial Position
As at March 31, 2025 (unaudited) and December 31, 2024 (audited)
As at March 31, 2025 As at December 31, 2024
 €m  €m
Non-current assets
Goodwill 2,104.8  2,106.1 
Intangible assets 2,472.3  2,472.9 
Property, plant and equipment 584.5  591.1 
Other non-current assets 7.9  8.6 
Derivative financial instruments 0.4  4.3 
Deferred tax assets 11.3  14.7 
Total non-current assets 5,181.2  5,197.7 
Current assets
Cash and cash equivalents 329.8  403.3 
Inventories 462.5  441.5 
Trade and other receivables 387.6  334.6 
Current tax receivable 36.0  37.6 
Derivative financial instruments 3.6  16.9 
Total current assets 1,219.5  1,233.9 
Total assets 6,400.7  6,431.6 
Current liabilities
Trade and other payables 856.6  829.1 
Current tax payable 221.4  226.7 
Provisions 28.4  27.1 
Loans and borrowings 27.5  26.0 
Derivative financial instruments 14.3  14.4 
Total current liabilities 1,148.2  1,123.3 
Non-current liabilities
Loans and borrowings 2,123.8  2,151.4 
Employee benefits 146.5  152.1 
Other non-current liabilities 0.5  0.5 
Provisions 2.6  2.7 
Derivative financial instruments 76.0  46.4 
Deferred tax liabilities 288.8  292.7 
Total non-current liabilities 2,638.2  2,645.8 
Total liabilities 3,786.4  3,769.1 
Net assets 2,614.3  2,662.5 
Equity attributable to equity holders
Share capital and capital reserve 1,268.5  1,316.4 
Share-based compensation reserve 25.6  26.2 
Translation reserve 133.3  135.3 
Other reserves (26.1) (14.9)
Retained earnings 1,213.0  1,199.5 
Total equity 2,614.3  2,662.5 

5


Nomad Foods Limited As Reported
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
For the three months ended March 31, 2025 and the three months ended March 31, 2024
For the three months ended March 31, 2025 For the three months ended March 31, 2024
 €m  €m
Cash flows from operating activities
Profit for the period 32.7  34.5 
Adjustments for:
Exceptional items 17.1  23.5 
Share based payment expense 3.6  3.1 
Depreciation and amortization 24.0  23.1 
Loss on disposal of property, plant and equipment 0.3  0.4 
Net finance costs 34.1  30.1 
Other operating cash flow adjustments 0.5  — 
Taxation 7.0  7.4 
Operating cash flow before changes in working capital, provisions and exceptional items
119.3  122.1 
(Increase)/decrease in inventories (23.4) 14.2 
Increase in trade and other receivables (51.9) (81.3)
Increase in trade and other payables 32.3  77.1 
Increase/(decrease) in employee benefits and other provisions 0.6  (0.2)
Cash generated from operations before tax and exceptional items 76.9  131.9 
Payments relating to exceptional items (14.4) (24.0)
Tax paid (11.9) (8.9)
Net cash generated from operating activities 50.6  99.0 
Cash flows from investing activities
Purchase of property, plant and equipment and intangibles (18.7) (18.8)
Interest received 1.2  2.0 
Net cash used in investing activities (17.5) (16.8)
Cash flows from financing activities
Repurchase of ordinary shares (48.9) (7.1)
Payment of lease liabilities (8.2) (7.2)
Dividends paid (25.3) (22.3)
Payment of financing fees —  (0.5)
Interest paid (28.1) (50.4)
Net cash used in financing activities (110.5) (87.5)
Net decrease in cash and cash equivalents (77.4) (5.3)
Cash and cash equivalents at beginning of period 403.3  399.7 
Effect of exchange rate fluctuations 3.9  (3.7)
Cash and cash equivalents at end of period 329.8  390.7 

6


Nomad Foods Limited
Reconciliation of Non-IFRS Financial Measures
(In € millions, except per share data)
The following table reconciles adjusted financial information for the three months ended March 31, 2025 to the reported results of Nomad Foods for such period.
Adjusted Statement of Profit or Loss (unaudited)
Three Months Ended March 31, 2025
€ in millions, except per share data As reported for the three months ended March 31, 2025 Adjustments As adjusted for the three months ended March 31, 2025
Revenue 760.1  —  760.1 
Cost of sales (548.5) —  (548.5)
Gross profit 211.6  —  211.6 
Other operating expenses (120.7) 5.2  (a) (115.5)
Exceptional items (17.1) 17.1  (b) — 
Operating profit 73.8  22.3  96.1 
Finance income 1.5  —  1.5 
Finance costs (35.6) 4.6  (31.0)
Net financing costs (34.1) 4.6  (c) (29.5)
Profit before tax 39.7  26.9  66.6 
Taxation (7.0) (6.0) (d) (13.0)
Profit for the period 32.7  20.9  53.6 
Weighted average shares outstanding in millions - basic 154.6  154.6 
Basic earnings per share 0.21  0.35 
Weighted average shares outstanding in millions - diluted 154.8  154.8 
Diluted earnings per share 0.21  0.35 

(a)Represents share based payment charge including employer payroll taxes of €4.9 million and non-operating M&A transaction costs of €0.3 million.
(b)Represents exceptional items which management believes are non-recurring and do not have a continuing impact. See Note 6, Exceptional items, within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial Statements’ for a detailed list of exceptional items.
(c)Elimination of €4.6 million of foreign exchange translation losses.
(d)Represents tax impact of the above at the applicable tax rate for each adjustment, determined by the nature of the item and the jurisdiction in which it arises.




7


Nomad Foods Limited
Reconciliation of Non-IFRS Financial Measures (continued)
The following table reconciles adjusted financial information for the three months ended March 31, 2024 to the reported results of Nomad Foods for such period.
Adjusted Statement of Profit or Loss (unaudited)
Three Months Ended March 31, 2024
€ in millions, except per share data As reported for the three months ended March 31, 2024 Adjustments As adjusted for the three months ended March 31, 2024
Revenue 783.7  —  783.7 
Cost of sales (572.8) —  (572.8)
Gross profit 210.9  —  210.9 
Other operating expenses (115.4) 3.7  (a) (111.7)
Exceptional items (23.5) 23.5  (b) — 
Operating profit 72.0  27.2  99.2 
Finance income 5.9  (4.1) 1.8 
Finance costs (36.0) 10.4  (25.6)
Net financing costs (30.1) 6.3  (c) (23.8)
Profit before tax 41.9  33.5  75.4 
Taxation (7.4) (7.4) (d) (14.8)
Profit for the period 34.5  26.1  60.6 
Weighted average shares outstanding in millions - basic 163.2  163.2 
Basic earnings per share 0.21  0.37 
Weighted average shares outstanding in millions - diluted
163.3  163.3 
Diluted earnings per share 0.21  0.37 

(a)Represents share based payment charge including employer payroll taxes of €3.4 million and non-operating M&A transaction costs of €0.3 million.
(b)Represents exceptional items which management believes are non-recurring and do not have a continuing impact. See Note 6, Exceptional items, within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial Statements’ for a detailed list of exceptional items.
(c)Elimination of €4.1 million of net gains on repricing of debt, €10.2 million of foreign exchange translation losses and €0.2 million of foreign exchange losses on derivatives.
(d)Represents tax impact of the above at the applicable tax rate for each adjustment, determined by the nature of the item and the jurisdiction in which it arises.
8


Nomad Foods Limited
Reconciliation of Non-IFRS Financial Measures (continued)
The following table reconciles Adjusted EBITDA to the reported results of Nomad Foods for each period.
Adjusted EBITDA (unaudited)
Three months ended
€ in millions March 31, 2025 March 31, 2024
Profit for the period 32.7  34.5 
Taxation 7.0  7.4 
Net financing costs 34.1  30.1 
Depreciation & amortization 24.0  23.1 
Exceptional items (a)
17.1  23.5 
Other add-backs (b)
5.2  3.7 
Adjusted EBITDA 120.1  122.3 
Revenue 760.1  783.7 
Adjusted EBITDA margin (c)
15.8  % 15.6  %

(a)Adjustment to add back exceptional items. See Note 6, Exceptional items, within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial Statements’ for a detailed list of exceptional items.
(b)Represents the elimination of share-based payment charges including employer payroll taxes for the three month period to March 31, 2025 of €4.9 million (2024: €3.4 million) as well as the elimination of non-operating M&A transaction costs for the three month period to March 31, 2025 of €0.3 million (2024: €0.3 million). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.
(c)Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenue.


9


Nomad Foods Limited
Reconciliation of Non-IFRS Financial Measures (continued)

Reconciliation from reported to organic revenue growth/(decline)
The following table is a reconciliation of reported revenue growth to Organic Revenue Growth for the three month period ended March 31, 2025.
Year on Year Growth - March 31, 2025 compared with March 31, 2024:
Three months ended March 31, 2025
YoY change
Reported Revenue Growth (3.0) %
Of which:
Organic Revenue Growth (3.6) %
Translational FX (a) 0.6  %
Total (3.0) %

(a)Translational FX is calculated by translating data of the current and comparative periods using a budget foreign exchange rate that is set once a year as part of the Company's internal annual forecast process.


10


Forward-Looking Statements
Forward-Looking Statements and Disclaimers

Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including the Company’s expectations regarding (i) its future operating and financial performance, including its 2025 guidance with respect to organic revenue growth, Adjusted EBITDA growth, adjusted free cash flow conversion, Adjusted EPS, and Adjusted EPS growth; (ii) top-line growth for the remainder of 2025 and ability to recover larger than expected losses in the first quarter, (iii) macro-economic factors, including the impact of tariffs, (iv)its ability to generate superior shareholder returns; (v) its cash generation, growth and success in 2025 and beyond; and (vi) its portfolio’s ability to remain well positioned for consumer trends.

These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) the Company’s ability to effectively mitigate factors that negatively impact its supply of raw materials, including the conflict in Ukraine and climate-related factors beyond the Company’s control; (ii) the Company’s ability to successfully mitigate inflationary changes in the market; (iii) the Company’s ability to successfully identify suitable acquisition targets and adequately evaluate the potential performance of such acquisition targets; (iv) the Company’s ability to successfully implement its strategies (including its M&A strategy) and strategic initiatives and to recognize the anticipated benefits of such strategic initiatives; (v) innovations introduced to the markets and the Company’s ability to accurately forecast the brands’ performance; (vi) the Company’s ability to effectively compete in its markets; (vii) changes in consumer preferences, such as meat substitutes, and the Company’s failure to anticipate and respond to such changes or to successfully develop and renovate products; (viii) the effects of reputational damage from unsafe or poor quality food products; (ix) the risk that securities markets will react negatively to actions by the Company; (x) the adequacy of the Company’s cash resources to achieve its anticipated growth agenda; (xi) increases in operating costs, including labor costs, and the Company’s ability to manage its cost structure; (xii) fluctuations in the availability of food ingredients and packaging materials that the Company uses in its products; (xiii) the Company’s ability to protect its brand names and trademarks; (xiv) the Company’s ability to prevent, or remediate, any future cybersecurity incidents; (xv) loss of the Company’s financial arrangements with respect to receivables factoring; (xvi) the loss of any of the Company’s major customers or a decrease in demand for its products; (xvii) economic conditions that may affect the Company’s future performance including exchange rate fluctuations; (xviii) the Company’s ability to successfully interpret and respond to key industry trends and to realize the expected benefits of its responsive actions; (xix) the Company’s failure to comply with, and liabilities related to, environmental, health and safety laws and regulations; (xx) changes in applicable laws or regulations; (xxi) the Company’s ability to remediate any material weaknesses in its internal control over financial reporting; and (xxii) the other risks and uncertainties disclosed in the Company’s public filings and any other public disclosures by the Company. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

No Offer or Solicitation

This release and referenced conference call is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this press release in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.


11
6-Kfalse2025-03-312025Q1Nomad Foods 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Exhibit 99.2

Nomad Foods Limited
Condensed Consolidated Interim Financial Statements (unaudited)
For the three months ended March 31, 2025



Nomad Foods Limited—Interim management report
Results for the three months ended March 31, 2025
The Company’s financial results are discussed within the press release which accompanies these unaudited condensed consolidated interim financial statements.
Liquidity review
  For the three months ended March 31,
2025 2024
  €m €m
Net cash generated from operating activities 50.6 99.0
Net cash used in investing activities (17.5) (16.8)
Net cash used in financing activities (110.5) (87.5)
Net decrease in cash and cash equivalents (77.4) (5.3)
Cash and cash equivalents at end of period 329.8 390.7

Cash and cash equivalents decreased during the three months ended March 31, 2025 as well as in the three months ended March 31, 2024.

Net cash generated from operating activities decreased by €48.4 million compared to the three months ended March 31, 2024, primarily driven by movements in working capital. The net cash outflow from changes in working capital was €42.4 million in the three months ended March 31, 2025, compared to a net cash inflow of €9.8 million in the three months ended March 31, 2024.

Net cash used in investing activities decreased by €0.7 million compared to the three months ended March 31, 2024. Payments for property, plant and equipment and intangibles of €18.7 million were offset by interest received of €1.2 million in the three months ended March 31, 2025, compared to payments for property, plant and equipment and intangibles of €18.8 million, offset by €2.0 million interest received in the three months ended March 31, 2024.

Net cash used in financing activities increased by €23.0 million compared to the three months ended March 31, 2024. The net cash outflow in the three months ended March 31, 2025 included interest payments of €28.1 million, dividend payments of €25.3 million, payments for the repurchase of ordinary shares of €48.9 million and lease payments of €8.2 million. The net cash outflow in the three months ended March 31, 2024 included interest payments of €50.4 million, dividend payments of €22.3 million, payments for the repurchase of ordinary shares of €7.1 million and lease payments of €7.2 million.
2


Nomad Foods Limited—Condensed Consolidated Interim Statements of Financial Position
As of March 31, 2025 (unaudited) and December 31, 2024 (audited)
March 31, 2025 December 31, 2024
Note €m €m
Non-current assets
Goodwill 2,104.8  2,106.1 
Intangible assets 2,472.3  2,472.9 
Property, plant and equipment 584.5  591.1 
Other non-current assets 7.9  8.6 
Derivative financial instruments 10 0.4  4.3 
Deferred tax assets 11.3  14.7 
Total non-current assets 5,181.2  5,197.7 
Current assets
Cash and cash equivalents 9 329.8  403.3 
Inventories 462.5  441.5 
Trade and other receivables 387.6  334.6 
Current tax receivable 36.0  37.6 
Derivative financial instruments 10 3.6  16.9 
Total current assets 1,219.5  1,233.9 
Total assets 6,400.7  6,431.6 
Current liabilities
Trade and other payables 856.6  829.1 
Current tax payable 221.4  226.7 
Provisions 11 28.4  27.1 
Loans and borrowings 10 27.5  26.0 
Derivative financial instruments 10 14.3  14.4 
Total current liabilities 1,148.2  1,123.3 
Non-current liabilities
Loans and borrowings 10 2,123.8  2,151.4 
Employee benefits 12 146.5  152.1 
Other non-current liabilities 0.5  0.5 
Provisions 11 2.6  2.7 
Derivative financial instruments 10 76.0  46.4 
Deferred tax liabilities 288.8  292.7 
Total non-current liabilities 2,638.2  2,645.8 
Total liabilities 3,786.4  3,769.1 
Net assets 2,614.3  2,662.5 
Equity attributable to equity holders
Share capital and capital reserve 14 1,268.5  1,316.4 
Share based compensation reserve 13 25.6  26.2 
Translation reserve 133.3  135.3 
Other reserves 14 (26.1) (14.9)
Retained earnings 1,213.0  1,199.5 
Total equity 2,614.3  2,662.5 
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
3


Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Profit or Loss
For the three months ended March 31, 2025 and March 31, 2024
  For the three months ended March 31,
2025 2024
  Note €m €m
Revenue 760.1  783.7 
Cost of sales (548.5) (572.8)
Gross profit 211.6  210.9 
Other operating expenses (120.7) (115.4)
Exceptional items 5 (17.1) (23.5)
Operating profit 73.8  72.0 
Finance income 6 1.5  5.9 
Finance costs 6 (35.6) (36.0)
Net financing costs (34.1) (30.1)
Profit before tax 39.7  41.9 
Taxation 7 (7.0) (7.4)
Profit for the period 32.7  34.5 
Earnings per share
Basic and diluted earnings per share 8 0.21  0.21 
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
4


Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Comprehensive Income/(Loss)
For the three months ended March 31, 2025 and March 31, 2024
  For the three months ended March 31,
2025 2024
  Note €m €m
Profit for the period 32.7  34.5 
Other comprehensive (loss)/income:
Actuarial gains on defined benefit pension plans 12 8.4  3.9 
Taxation charge on measurement of defined benefit pension plans (2.3) (1.2)
Items not reclassified to the Statement of Profit or Loss
6.1  2.7 
Exchange differences on translation of foreign operations (2.0) 3.6 
Cash flow hedges (10.3) 12.3 
Taxation credit/(charge) relating to components of other comprehensive income 3.5  (3.8)
Items that may be subsequently reclassified to the Statement of Profit or Loss
(8.8) 12.1 
Other comprehensive (loss)/income for the period, net of tax (2.7) 14.8 
Total comprehensive income for the period
30.0  49.3 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
5


Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Changes in Equity
For the three months ended March 31, 2025
Share capital and capital
reserve
Share based
compensation
reserve
Translation
reserve
Other reserves Retained earnings Total equity
Note €m €m €m €m €m €m
Balance as of January 1, 2025 1,316.4  26.2  135.3  (14.9) 1,199.5  2,662.5 
Profit for the period —  —  —  —  32.7  32.7 
Other comprehensive (loss)/income for the period —  —  (2.0) (6.8) 6.1  (2.7)
Total comprehensive (loss)/income for the period —  —  (2.0) (6.8) 38.8  30.0 
Deferred hedging gains and costs of hedging transferred to the carrying value of inventory —  —  —  (4.4) —  (4.4)
Transactions with owners, recognized directly in equity:
Share based payment charge 13  —  3.6  —  —  —  3.6 
Repurchase of ordinary shares 14  (47.9) —  —  —  —  (47.9)
Dividends 14  —  —  —  —  (25.3) (25.3)
Reclassification of awards for settlement of tax liabilities 13  —  (4.2) —  —  —  (4.2)
Total transactions with owners, recognized directly in equity (47.9) (0.6) —  —  (25.3) (73.8)
Balance as of March 31, 2025 1,268.5  25.6  133.3  (26.1) 1,213.0  2,614.3 
    
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.

6


Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Changes in Equity (continued)
For the three months ended March 31, 2024
Share capital and capital
reserve
Share based
compensation
reserve
Translation
reserve
Other reserves Retained earnings Total equity
Note €m €m €m €m €m €m
Balance as of January 1, 2024 1,426.1  31.4  101.0  (24.6) 1,058.0  2,591.9 
Profit for the period —  —  —  —  34.5  34.5 
Other comprehensive income for the period —  —  3.6  8.5  2.7  14.8 
Total comprehensive income for the period —  —  3.6  8.5  37.2  49.3 
Deferred hedging losses and costs of hedging transferred to the carrying value of inventory —  —  —  4.3  —  4.3 
Transactions with owners, recognized directly in equity:
Share based payment charge —  3.1  —  —  —  3.1 
Repurchase of ordinary shares (7.1) —  —  —  —  (7.1)
Dividends 14  —  —  —  —  (22.3) (22.3)
Total transactions with owners, recognized directly in equity (7.1) 3.1  —  —  (22.3) (26.3)
Balance as of March 31, 2024 1,419.0  34.5  104.6  (11.8) 1,072.9  2,619.2 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.    
7


Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Cash Flows
For the three months ended March 31, 2025 and March 31, 2024
  For the three months ended March 31,
    2025 2024
Note €m €m
Cash flows from operating activities
Profit for the period 32.7  34.5 
Adjustments for:
Exceptional items 5 17.1  23.5 
Share based payments expense 13 3.6  3.1 
Depreciation and amortization 4 24.0  23.1 
Loss on disposal and impairment of property, plant and equipment 0.3  0.4 
Net finance costs 6 34.1  30.1 
Other operating cash flow adjustments 0.5  — 
Taxation 7 7.0  7.4 
Operating cash flow before changes in working capital, provisions and exceptional items 119.3  122.1 
(Increase)/decrease in inventories (23.4) 14.2 
Increase in trade and other receivables (51.9) (81.3)
Increase in trade and other payables 32.3  77.1 
Increase/(decrease) in employee benefits and other provisions 0.6  (0.2)
Cash generated from operations before tax and exceptional items 76.9  131.9 
Payments relating to exceptional items 5 (14.4) (24.0)
Tax paid (11.9) (8.9)
Net cash generated from operating activities 50.6  99.0 
Cash flows from investing activities
Purchase of property, plant and equipment and intangibles (18.7) (18.8)
Interest received 1.2  2.0 
Net cash used in investing activities (17.5) (16.8)
Cash flows from financing activities
Repurchase of ordinary shares 14 (48.9) (7.1)
Dividends paid 14 (25.3) (22.3)
Payment of lease liabilities (8.2) (7.2)
Payment of financing fees —  (0.5)
Interest paid (28.1) (50.4)
Net cash used in financing activities (110.5) (87.5)
Net decrease in cash and cash equivalents (77.4) (5.3)
Cash and cash equivalents at beginning of period 9 403.3  399.7 
Effect of exchange rate fluctuations 3.9  (3.7)
Cash and cash equivalents at end of period 9 329.8  390.7 
The accompanying notes are an integral part of these unaudited Condensed Consolidated Interim Financial Statements.
8


Nomad Foods Limited—Notes to the Unaudited Condensed Consolidated Interim Financial Statements
1.    General information
These unaudited condensed consolidated interim financial statements (“interim financial statements”) as at and for the three months ended March 31, 2025 comprise the results and financial position of Nomad Foods Limited and its subsidiaries (together referred to as the “Company” or “Nomad”). Nomad (NYSE: NOMD) is Europe's leading frozen foods company. Nomad's portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Ledo and Frikom, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad was incorporated in the British Virgin Islands on April 1, 2014. The address of Nomad’s registered office is Luna Tower, Waterfront Drive, Road Town, Tortola, VG1110 British Virgin Islands. Nomad is headquartered in the United Kingdom and the Company is domiciled for tax purposes in the United Kingdom. Additional information may be found at www.nomadfoods.com.
The Company’s sales and working capital levels have historically been affected to a limited extent by seasonality. In general, sales volumes for savory frozen food are slightly higher in cold or winter months, partly because there are fewer fresh alternatives available for vegetables and because our customers typically allocate more freezer space to the ice cream segment in summer or hotter months. The one exception is our ice cream business, which follows a different seasonality pattern with stronger performance through the summer months. In addition, variable production costs, including costs for seasonal staff, and working capital requirements associated with the keeping of inventories, vary depending on the harvesting and buying periods of seasonal raw materials, in particular vegetable crops. For example, inventory (and therefore net working capital) levels typically peak in August to September just after the pea harvest. If seasonal fluctuations are greater than anticipated, our business, financial condition and results of operations could be adversely affected.
Nomad is a company registered in the British Virgin Islands and domiciled for tax in the United Kingdom.
2.     Basis of preparation
These unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the IASB. They do not include all the information required for a complete set of IFRS financial statements. The financial information consolidates the Company and the subsidiaries it controls and includes selected notes to explain events and transactions that are significant to an understanding of the changes in Nomad’s financial position and performance since the last annual consolidated financial statements. Therefore the unaudited condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2024, which have been prepared in accordance with International Financial Reporting Standards as issued by the IASB.
These unaudited condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on May 6, 2025.
The accounting policies used by management in preparing these condensed consolidated financial statements were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2024, except for taxes on income. Taxes on income are provided for based on management's estimate of the average annual effective income tax rate on profits excluding exceptional items, applied to the pre-tax income excluding exceptional items of the period. It also reflects the tax impact of exceptional items accounted for in the period.
The preparation of our consolidated interim financial statements requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe are appropriate under the circumstances, such as supply chain disruptions, high inflation and the ongoing conflict between Ukraine and Russia. Actual results could differ from these estimates. The Directors, at the time of approving these financial statements, have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements given the cash funds available and the current forecast cash outflows. In preparing cash flow forecasts, management considers severe but plausible downside scenarios taking into consideration the Company's key risks, including the current economic climate which may adversely impact the Company. Having considered these risks the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing these financial statements.

9


Recently issued and not yet adopted accounting pronouncements under IFRS
All recently issued and not yet adopted accounting standards have been considered. Adoption of these accounting standards are not expected to have a material effect on the reporting entity’s financial position or results of operations, except as reported below.
IFRS 18
On April 9, 2024, the IASB issued IFRS 18 'Presentation and Disclosure in Financial Statements' ("IFRS 18"). IFRS 18 replaces IAS 1 'Presentation of Financial Statements'. IFRS 18 introduces a number of changes to the structure of the Statement of Profit or Loss, more transparency in the presentation of management's own performance measures and more granularity in reporting of financial information. The main impacts of IFRS 18 include:
•    Improved comparability in the Statement of Profit or Loss by introducing a set of clearly defined categories based on main business activities (i.e. operating, investing and financing);
•    Requiring disclosure about management-defined performance measures; and
•    Adding new principles for aggregation and disaggregation of information.
IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The Company is assessing the full impact of the standard.
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments:
• Clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
• Clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
• Add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and
• Update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
Amendments to IFRS 9 and IFRS 7 applies for annual reporting periods beginning on or after January 1, 2026. The Company does not expect these amendments to have a material impact on its operations or financial statements.
3.    Critical accounting estimates and judgments
The preparation of financial statements in accordance with IFRS requires the use of judgment in applying the accounting policies and estimation that affect the reported amounts of assets and liabilities and results. Actual results could differ from those estimates and the financial statements will be impacted by key judgments taken. In preparing the condensed consolidated interim financial statements, the key sources of estimation uncertainty for the interim period ended March 31, 2025, continue to be the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2024.
Key Judgments
Judgments are made in the process of applying accounting policies. Those judgments which are considered key are listed below.
a)     Discounts and trade promotions
Management uses judgment when considering when accruals for discounts and trade promotions that have not been claimed can be reversed. Management makes the judgment based on the principle that accruals are reversed only to the extent that it is highly probable that the accrual will no longer be utilized.
b)    Uncertain tax positions
Management uses judgment when identifying and determining whether it is appropriate to provide for uncertain tax positions and for how long provisions for uncertain tax positions are retained, based on assessment as to whether it is probable that a risk would crystallize or not. Management considers tax laws which are in place in making that assessment determining whether it is appropriate to release. Please refer to Note 7 for further information.
10


c)    Cash generating units
When performing goodwill impairment testing, management applies judgment to the allocation of goodwill to cash generating units. Management has determined goodwill is monitored at the operating segment level of “Frozen”.
d)    Operating segments
Management applies judgment in determining the Chief Operating Decision Maker (“CODM”), and the nature and extent of the financial information which is reviewed by the CODM. Management has considered how resources are allocated in determining the single reporting and operating segment of “Frozen”. Please refer to Note 4 for further information.
Significant estimates
Information about estimates and assumptions that have significant effects on the amounts reported in the condensed consolidated interim financial statements are listed below. In forming these estimates, management has taken into account the impact and potential future impact of supply chain disruptions, high inflation, as well as the ongoing conflict between Ukraine and Russia. Management will continue to assess the impact of future developments in relation to these matters as it relates to estimates, especially around the carrying value of goodwill, brands and other intangibles, as well as on property, plant and equipment.
In particular, management will focus on the impact of a long-term conflict in Ukraine. While we do not have any direct operations or sales in either Russia or Ukraine, these countries are responsible for many commonly used raw materials and resources such as fish, wheat and energy. The ongoing conflict and economic sanctions have seen considerable reductions in the availability or increase in cost of such raw materials and resources. At this time it is not possible to predict the extent or nature of future impacts on our business although we expect the current conflict to continue for some time.
a)    Discounts and trade promotions
Discounts given by the Company include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. Each customer has bespoke agreements that are governed by a combination of observable and unobservable performance conditions.
Trade promotions comprise of amounts paid to retailers for programs designed to promote Company products and include pricing allowances, merchandising funds and customer coupons, which are offered through various programs to customers and consumers. The ultimate costs of these programs can depend upon retailer performance and is the subject of significant management estimates. The estimated ultimate cost of the program is based upon the programs offered, timing of those offers, estimated retailer performance based on history, management’s experience and current economic trends.
At each financial period end date, any discount or trade promotion incurred but not yet invoiced is estimated and accrued for. In certain cases, the estimate for discounts and trade promotions requires the use of forecast information for future trading periods and therefore a degree of estimation uncertainty exists. These estimates are sensitive to variances between actual results and forecasts. The estimate is based on accumulated experience. It is impracticable to disclose the extent of the possible effects of estimation uncertainty, however, it is reasonably possible that outcomes within the next financial year from these agreements are materially different in aggregate to those estimated.
The accruals are presented as ‘trade terms’ and offset against trade receivables due to the same customer where there is a legally enforceable right of offset and where settlement is expected to occur on a net basis, otherwise they are presented as trade term payables. The balance of the reduction in trade receivables for trade terms as of March 31, 2025 is disclosed in Note 10.
11


b)    Employee benefit obligations
The Company operates a number of defined benefit pension schemes and post-employment benefit schemes which are valued by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. Each scheme has an actuarial valuation performed and is dependent on a series of assumptions to estimate the projected obligations. The assumptions include variables which are revised periodically, that include discount rates, expected salary increases, inflation, employee turnover, retirement age, mortality and medical care costs. Our assumptions reflect historical experience and management's best judgment regarding future obligations. The assumptions used affect the current service cost and interest expense as well as changes in the obligation recognized. Net actuarial gains or losses arising from changes in assumptions and from experience are recognized in other comprehensive income/(loss).
Since defined benefit pension schemes and post-employment benefit schemes are measured on a discounted basis, the discount rate applied has an impact on the expense and obligation recognized. These discount rates are determined by reference to market yields at the end of the reporting period on high quality corporate bonds, except for Sweden where a deep market does not exist and so mortgage bonds are used. See Note 12 for details of material changes, if any, to assumptions since December 31, 2024.
c)    Provisions for uncertain tax positions
The Company operates in many different jurisdictions and in some of these jurisdictions there are certain tax matters which are under discussion with local tax authorities, including as part of tax audits. Management considers these tax audits and discussions with local tax authorities as well as the local tax legislation relative to their tax positions in those jurisdictions when identifying uncertain tax positions. These discussions are often complex and can take many years to resolve, and are in different stages with respect to assessments, appeals and refunds.
Where tax exposures can be quantified, and management assesses that the risk of an exposure crystallizing is probable, a provision for uncertain tax positions is made based on management's estimates which include judgments with regard to the amounts expected to be paid to the relevant tax authority. Given the inherent uncertainties in assessing the outcomes of these exposures, the Company could in future periods experience adjustments to these provisions. The factors considered in estimating the provision include the progress of discussions with the tax authorities, the complexity of respective tax legislation, valuations of assets for tax purposes and the level of documentary support for historical positions taken by previous owners. The provisions are made on the basis of a probability-weighted average of potential outcomes.
Other estimates
a)    Carrying value of goodwill and brands
The Company's goodwill and indefinite life brand values have been allocated based on the enterprise value at acquisition of each cash generating unit. Goodwill is monitored at an operating segment level for which the Company has one reporting and operating segment. Determining whether goodwill and indefinite life brands are impaired requires an estimation of the value in use. The review is performed using a discounted cash flow model to calculate the value in use of the Frozen segment. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. This requires us to make assumptions and estimates regarding historical information, future plans and external sources. Future cash flows for the purposes of the value in use calculation are taken from approved budgets.
b)    Fair value of derivative financial instruments
Note 10 includes details of the fair value of the derivative instruments that the Company holds at each balance sheet date. Management has estimated the fair value of these instruments by using valuations based on discounted cash flow calculations. These inputs may be readily observable, market corroborated, or generally unobservable inputs and are further discussed in Note 10.
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4.    Segment reporting

The Chief Operating Decision Maker (“CODM”) of the Company considers there to be one reporting and operating segment, being “Frozen” which is reflected in the segment presentation below for the periods presented. The CODM primarily uses “Adjusted EBITDA”, as the key measure of the segment’s results, which is considered non-IFRS financial information.

Segment Adjusted EBITDA
    For the three months ended March 31,
2025 2024
  Note €m €m
Profit for the period 32.7  34.5 
Taxation 7.0  7.4 
Net financing costs 6 34.1  30.1 
Depreciation & amortization 24.0  23.1 
Exceptional items 5 17.1  23.5 
Other add-backs 5.2  3.7 
Adjusted EBITDA 120.1  122.3 

Other add-backs include the elimination of share-based payment expense and related employer payroll tax expense of €4.9 million for the three months ended March 31, 2025 (2024: €3.4 million) , as well as the elimination of non-operating M&A related costs, professional fees and transaction costs of €0.3 million for the three months ended March 31, 2025 (2024: €0.3 million). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.

No information on segment assets or liabilities is presented to the CODM.

External revenue by geography
For the three months ended March 31,
2025 2024
  €m €m
United Kingdom 219.3  225.3 
Italy 109.9  110.6 
Germany 106.0  112.6 
France 52.1  53.9 
Croatia 19.8  20.8 
Sweden 35.5  35.8 
Austria 37.0  38.5 
Serbia 21.3  19.0 
Norway 30.6  30.8 
Spain 20.3  22.3 
Switzerland 19.1  21.6 
Rest of Europe 89.2  92.5 
Total external revenue by geography 760.1  783.7 
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5.    Exceptional items
  For the three months ended March 31,
  2025 2024
€m €m
Business transformation program (1) 11.0  20.5 
Organizational streamlining program (2) 6.1  — 
Settlement of legacy matters (3) —  3.0 
Total exceptional items 17.1  23.5 

We do not consider these items to be indicative of our ongoing operating performance, allowing investors and management to assess operating performance on a consistent basis.

(1)    Business transformation program
In 2020, the Company launched the first phase of a multi-year, enterprise-wide transformation and optimization program which continues to progress in the current year. Over the next few years, additional transformation phases will be implemented. Progress of the project is ongoing and there remain certain phases to be implemented which are expected to extend beyond 2026. The program aims to standardize, simplify and automate end-to-end business processes. This will enable key decision making and analytical capability, building a platform and organization to support future growth and provide better value for shareholders. Execution of the business transformation program includes the evaluation and implementation of a new ERP system.
Expenses incurred to date consist of restructuring, severance and transformational project costs, including business technology transformation initiative costs and related professional fees.

(2)    Organizational streamlining program

In 2025, the Company is executing an enterprise-wide restructuring program relating to non-factory operations. The program aims to significantly reduce operational expense through an optimization of the organizational structure. Expenses consist primarily of severance costs. The program is expected to be completed in 2026.

(3)    Settlement of legacy matters
A net expense has been recognized associated with the release of acquired provisions relating to periods prior to acquisition by the Company and other gains or charges associated with items that were originally recognized as exceptional.

Tax impact of exceptional items
The tax impact of the exceptional items for the three months ended March 31, 2025 amounted to a credit of €4.1 million (2024: €5.7 million).
Cash flow impact of exceptional items
Included in the Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2025 is €14.4 million (2024: €24.0 million) of cash outflows relating to exceptional items. This includes cash flows related to the above items in addition to the cash impact of the settlement of provisions brought forward from previous accounting periods.
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6.    Finance income and costs
  For the three months ended March 31,
2025 2024
  €m €m
Interest income 1.5  1.8 
Net financing gain recognized on debt transactions (a) —  4.1 
Finance income 1.5  5.9 
Interest expense (b) (28.0) (22.7)
Net pension interest costs (1.2) (1.2)
Amortization of debt discounts and borrowing costs (1.8) (1.7)
Net foreign exchange losses arising on translation of financial assets and liabilities (4.6) (10.2)
Net fair value losses on derivatives held at fair value through profit or loss —  (0.2)
Finance costs (35.6) (36.0)
Net finance costs (34.1) (30.1)
(a) Finance income for the three months ended March 31, 2024 of €4.1 million has been recognized from the repricing of debt in February 2024.
(b) Interest expense includes interest and finance charges paid/payable for lease liabilities and financial liabilities not at fair value through profit or loss and is shown net of gains recycled from the cash flow hedge reserve on cross currency interest rate swaps.
7.    Taxation
Income tax expense of €7.0 million for the three months ended March 31, 2025 (2024: €7.4 million) is provided for based on management’s estimate of the average annual effective income tax rate on profits excluding exceptional items, applied to the pre-tax income excluding exceptional items of the periods. This estimate includes the beneficial impact of movements in uncertain tax positions in the period totaling €40.4 million (2024: €7.0 million). The UK statutory rate of corporation tax has been 25% since April 1, 2023.
The Company’s subsidiaries, which are subject to tax, operate in many different jurisdictions and, in some of these, certain tax matters are under discussion with local tax authorities. These discussions are often complex and can take many years to resolve, and are in different stages with respect to assessments, appeals and refunds. The Company actively seeks to manage the associated risks by proactively engaging with tax authorities and applying for Advanced Pricing Agreements where appropriate. Provisions for uncertain tax positions require management to make estimates and judgments with respect to the ultimate outcome of a tax audit, and actual results could vary from these estimates. Where tax exposures can be quantified and management assesses that the risk of that exposure crystallizing is probable, a provision is made based on best estimates and management’s judgments. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could, in future years, experience adjustments to this provision, including releases of provisions when those exposures become time-barred.
Notwithstanding this, management believes that the Company’s tax position on all open matters including those in current discussion with local tax authorities is robust and that the Company is appropriately provided.
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8.    Earnings per share
Basic earnings per share
  For the three months ended March 31,
  2025 2024
Profit for the period attributable to equity owners of the parent (€m)
32.7  34.5 
Weighted average Ordinary Shares and shares issuable solely after the passage of time in millions 154.6  163.2 
Basic earnings per share 0.21  0.21 

For the three months ended March 31, 2025, the number of shares in both basic and diluted earnings per share calculations has been adjusted to include 20,000 shares (2024: 292,687 shares) to be issued in future periods as all conditions have been met. The diluted earnings per share calculation also includes an estimate of 194,555 potential ordinary shares for the three months ended March 31, 2025 (2024: 109,322 shares), calculated using the treasury method, on long term incentive plans contingent on service only. There are no adjustments to the profit for the period attributable to equity owners of the parent.

Diluted earnings per share
  For the three months ended March 31,
2025 2024
Diluted earnings per share
Profit for the period attributable to equity owners of the parent (€m) 32.7  34.5 
Weighted average Ordinary Shares, shares issuable solely after the passage of time and potential ordinary shares in millions 154.8  163.3 
Diluted earnings per share 0.21  0.21 
9.    Cash and cash equivalents
March 31, 2025 December 31, 2024
€m €m
Cash and cash equivalents 329.8  403.3 

‘Cash and cash equivalents’ comprise cash balances and deposits.
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10.     Financial instruments
The following table shows the carrying amount of each Statement of Financial Position class split into the relevant category of financial instrument as defined in IFRS 9 “Financial Instruments”.
Financial assets at amortized cost Financial assets at fair value through profit or loss Derivatives designated in hedge relationships Financial
liabilities at
amortized
cost
Total
March 31, 2025 €m €m €m €m €m
Assets
Derivative financial instruments —  —  4.0  —  4.0 
Trade and other receivables 344.4  —  —  —  344.4 
Cash and cash equivalents 147.6  182.2  —  —  329.8 
Liabilities
Derivative financial instruments —  —  (90.3) —  (90.3)
Trade and other payables excluding non-financial liabilities —  —  —  (797.9) (797.9)
Loans and borrowings —  —  —  (2,151.3) (2,151.3)
Total 492  182.2  (86.3) (2,949.2) (2,361.3)
Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €182.1 million.

Loans and borrowings includes €92.3 million relating to lease liabilities.
Financial assets at amortized cost Financial assets at fair value through profit or loss Derivatives designated in hedge relationships Financial
liabilities at
amortized
cost
Total
December 31, 2024 €m €m €m €m €m
Assets
Derivative financial instruments —  —  21.2  —  21.2 
Trade and other receivables 302.1  —  —  —  302.1 
Cash and cash equivalents 235.6  167.7  —  —  403.3 
Liabilities
Derivative financial instruments —  —  (60.8) —  (60.8)
Trade and other payables excluding non-financial liabilities —  —  —  (773.5) (773.5)
Loans and borrowings —  —  —  (2,177.4) (2,177.4)
Total 537.7  167.7  (39.6) (2,950.9) (2,285.1)
Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €222.2 million.
Loans and borrowings includes €94.1 million relating to lease liabilities.
The Company has determined that the carrying amounts of trade receivables, trade payables and cash and cash equivalents are a reasonable approximation of fair value.
Derivative financial instruments
The financial instruments are not traded in an active market and so the fair value of these instruments is determined from the implied forward rate. The valuation technique utilized by the Company maximizes the use of observable market data where it is available. All significant inputs required to fair value the instrument are observable. The Company has classified its derivative financial instruments as level 2 instruments as defined in IFRS 13 “Fair value measurement”.
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Interest bearing loans and borrowings
The fair value of the senior secured notes is determined by reference to price quotations in the active market in which they are traded. They are classified as level 1 instruments. The fair value of the senior loans is calculated by discounting the expected future cash flows at the period end’s prevailing interest rates. They are classified as level 2 instruments. There is no requirement to determine or disclose the fair value of lease liabilities.
Syndicated loans includes the Senior U.S. Dollar debt of $686.1 million (€634.2 million) (the “Senior USD Loan”) and Senior EUR debt of €130.0 million (a "Senior EUR Loan") both repayable on November 10, 2029, as well as the Senior EUR debt of €553.2 million (a "Senior EUR Loan") repayable in June 2028. The Senior USD Loan includes an annual amortization repayment, equivalent to 1.0% of the outstanding loan value post the last repricing or $6.9 million (€6.4 million) in October each year until maturity. The Senior EUR Loan is repayable only upon maturity. As required under the Senior Facilities Agreement, the Company is also required to undertake an annual excess cash flow calculation whereby additional principal could be repaid.
On February 2, 2024, the Company completed on the repricing of its existing Senior EUR Loan of €130.0 million principal due 2029. Following the closing, the margin on the Senior EUR Loan was reduced by 75 basis points to EURIBOR plus 2.75%. There are no changes to the maturity of the Term Loan as a result of this repricing. The repricing represents a modification of a financial liability, such that a net modification gain of €4.1 million has been recognized, representing the difference between the remaining original contractual cash flows and the modified cash flows, both discounted at the original effective interest rate. On April 10, 2024, our interest rate swaps were amended to align more closely with the amended cash flows of our EUR term loan following the repricing.
On May 7, 2024, the Company completed on the repricing of its existing Senior USD Loan of $686.1 million principal due 2029, subject to customary closing conditions. Following the closing, the margin on the Senior USD Loan was reduced by 50 basis points to SOFR plus 2.5% effective from May 7, 2024. There are no changes to the maturity of the Senior USD Loan as a result of this repricing. The repricing represents a modification of a financial liability, such that a net modification gain of €10.3 million has been recognized, representing the difference between the remaining original contractual cash flows and the modified cash flows, both discounted at the original effective interest rate. Eligible transaction costs associated with the modification of €1.8 million were added to the loan carrying amount and amortized over the remaining loan term. Cross currency interest rate swaps were also amended to align more closely with this change, also taking effect on May 7, 2024.
The Senior Loans, Senior Secured Notes and any drawn balances of the Revolving Credit Facility are secured with equal ranking against assets of the Company and specified subsidiaries.  
  Fair value Carrying value
March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
  €m €m €m €m
Senior EUR/USD loans 1,319.1  1,353.6  1,289.6  1,315.7 
Other external debt 0.2  0.2  0.2  0.2 
2028 fixed rate senior secured notes 766.5  768.0  800.0  800.0 
Less capitalized debt discounts and borrowing costs —  —  (30.8) (32.6)
2,085.8  2,121.8  2,059.0  2,083.3 
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11.    Provisions
Restructuring Provisions
related to
other taxes
Other Total
€m €m €m €m
Balance as of January 1, 2025 8.3  7.4  14.1  29.8 
Additional provision in the period 4.6  —  1.4  6.0 
Release of provision —  —  (1.0) (1.0)
Utilization of provision (2.7) —  (1.3) (4.0)
Foreign exchange 0.1  —  0.1  0.2 
Balance as of March 31, 2025 10.3  7.4  13.3  31.0 
Analysis of total provisions: March 31, 2025 December 31, 2024
Current 28.4  27.1 
Non-current 2.6  2.7 
Total 31.0  29.8 
Updates since December 31, 2024
Restructuring
The €10.3 million (December 31, 2024: €8.3 million) provision relates to committed plans for certain restructuring activities of an exceptional nature. The increase in the provision during the period relates to the business transformation and organizational streamlining programs as detailed in Note 5, for which the provisions are due to be settled within the next 12 months. €2.7 million has been utilized in the three months ended March 31, 2025, which relates to these programs.
12.    Employee benefits

The Company operates partially funded defined benefit pension plans in Germany and Austria, an unfunded defined benefit pension plan in Sweden and defined benefit indemnity arrangements in Italy and Austria, as well as various contribution plans in other countries. Pension benefits in Switzerland are met via a contract with a collective foundation that offers a fully insured solution to provide a contribution-based cash balance retirement plan, which is classified as a defined benefit plan. In addition, an unfunded post-retirement medical plan is operated in Austria. In Germany and Italy, long term service awards are in operation and various other countries provide other employee benefits. There were no changes in the nature of any schemes in the three months ended March 31, 2025.

The total net employee benefit obligations as at March 31, 2025 is as follows:
  €m
Balance as of January 1, 2025 152.1 
Service cost 0.6 
Net interest expense 1.2 
Benefits paid (1.0)
Actuarial gain on pension scheme valuations (8.4)
Other movements (0.6)
Foreign exchange differences on translation 2.6 
Balance as of March 31, 2025 146.5 
The principal assumptions applied for the valuation at March 31, 2025 were the same as those applied at December 31, 2024, except for the German plan, which is the most significant in terms of plan assets and liabilities to the Company. The discount rate applied to the German defined benefit obligations increased from 3.6% to 4.0% and the discount rate applied to the Swedish defined benefit obligations increased from 3.5% to 3.7%.
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13.    Share based compensation reserve

The Company's discretionary share award scheme, the LTIP, enables the Company’s Compensation Committee to make grants in the form of rights over ordinary shares (“Awards”), to any Director or employee of the Company. It is the Committee’s current intention that Awards be granted only to senior management, including senior management also serving as a director, whilst recognizing separate annual restricted share awards for Non-Executive Directors.
All Awards are to be settled by physical delivery of shares.
Director and Senior Management Share Awards

As part of its long term incentive initiatives, the Company awards performance share awards and restricted share awards to the management team (the “Management Share Awards”). The Awards active during the current and prior reporting periods are detailed below.

As at March 31, 2025:
  January 1, 2022 Award January 1, 2023 Award January 1, 2024 Award March 3, 2025 Award Other Awards Total
Number of awards outstanding at January 1, 2025 704,983 922,250 1,059,192  —  441,991  3,128,416
New awards granted in the period —  —  —  1,077,591 62,000 1,139,591
Forfeitures in the period (148,989) (50,674) (43,399) (15,000) (258,062)
Awards vested and issued in period (555,994) —  (76,000) (631,994)
Number of awards outstanding at March 31, 2025 871,576 1,015,793 1,077,591 412,991 3,377,951

As at March 31, 2024:
  January 1, 2021 Award January 1, 2022 Award January 1, 2023 Award January 1, 2024 Award Other Awards Total
Number of awards outstanding at January 1, 2024 605,600  730,594  1,003,808  —  163,000  2,503,002
New awards granted in the period —  1,112,460 1,112,460
Forfeitures in the period (9,222) (11,301) —  (7,000) (27,523)
Awards lapsed in the period (129,048) —  —  —  —  (129,048)
Number of awards outstanding at March 31, 2024 476,552 721,372 992,507 1,112,460 156,000 3,458,891

In April 2024, based upon vesting of the 2021 Management Share Award, 256,687 new ordinary shares of the Company were issued, net of 219,865 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities of the participants arising on the vested ordinary shares. There remained no outstanding awards of the 2021 Management Share Award at the beginning of the current reporting period.
In February 2025, based upon vesting of the 2022 Management Share Award, 349,823 new ordinary shares of the Company were issued, net of 282,171 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities of the participants arising on the vested ordinary shares.There remained no outstanding awards of the 2022 Management Share Award at the end of the current reporting period.
During 2024, 1,193,261 share awards were granted as part of the 2024 Management Share Award. The performance period associated with the performance share awards is from January 1, 2024 to January 1, 2027 . The performance share awards are subject to non-market performance conditions which include meeting the Company's target cumulative Adjusted EBITDA and Adjusted Free Cash Flow Productivity by January 1, 2027.

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During 2025 to date, 1,024,922 performance share awards and 114,669 restricted share awards were granted as part of the 2025 Management Share Award. Of the restricted share awards, 62,000 awards are reported under "Other awards" in the movement table above. The performance period associated with the performance share awards is from January 1, 2025 to January 1, 2028. The performance share awards are subject to non-market performance conditions which include meeting the Company's target cumulative Adjusted EBITDA and Adjusted Free Cash Flow Productivity by January 1, 2028.

The share-based payment expense reported within the Consolidated Statement of Profit or Loss for the three months ended March 31, 2025 related to the Director and Management Share Awards is €3.5 million (three months ended March 31, 2024: €3.0 million).

The Company calculates the cost of the Management Share Awards based upon their fair value. The performance share awards which were active during the reporting period are subject to non-market performance conditions only. Both performance share awards and restricted share awards do not accrue dividends during the vesting period. The Company recognizes the share price at grant date as the fair value of the awards. The fair values and remaining contractual life of the share awards are as follows:

  January 1, 2023 Award January 1, 2024 Award   March 3, 2025 Award
Grant date share price and fair value of share award $ 17.24  $ 16.95  $ 18.90 
Exercise price $ —  $ —  $ — 
Remaining contractual life of performance share award 0.75 years 1.75 years 2.9 years
Remaining contractual life of restricted share award Not applicable 1.75 years 2.9 years
Non-Executive Director Restricted Share Awards
In accordance with the Board approved independent Non-Executive Director compensation guidelines, each independent Non-Executive Director has been entitled to a grant of $100,000 of restricted shares annually on the date of the annual general meeting, valued at the closing market price for such shares on this date. From July 2025, the annual grant will increase to $140,000. The restricted shares vest on the earlier of thirteen months from the date of grant or the date of the Company’s next annual meeting of shareholders.
On July 6, 2023, after the Company's annual general meeting of shareholders, the current Non-Executive Directors were granted 35,082 restricted stock awards at a share price of $17.10. These Non-Executive Directors restricted share awards vested on July 10, 2024 and 23,118 were issued. Of the total 35,082 number of shares vesting, 11,964 shares were held back from issue by the Company as settlement towards personal tax liabilities arising on the vested shares.
On July 10, 2024, after the Company's annual general meeting of shareholders, the current Non-Executive Directors were granted 36,738 restricted stock awards at a share price of $16.33. This award has a remaining contractual life of 0.25 years.
The total charge for Non-Executive Directors' grants within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2025 for the stock compensation awards was €0.1 million (three months ended March 31, 2024: €0.1 million).
Share based compensation reserve
2025 2024
  €m €m
Balance as of January 1 26.2  31.4 
Non-Executive Directors' restricted share awards charge 0.1  0.1 
Directors' and Senior Management share awards charge 3.5  3.0 
Reclassification of awards for settlement of tax liabilities (4.2) — 
Balance as of March 31 25.6  34.5 

In many jurisdictions, tax authorities levy taxes on share-based payment transactions with employees that give rise to a personal tax liability for the employee. In some cases, the Company is required to withhold the tax due and to settle it with the tax authority on behalf of the employees. To fulfill this obligation, the terms of the Management Share Awards permit the Company to withhold the number of shares that are equal to the monetary value of the employee’s tax obligation from the total number of shares that otherwise would have been issued to the employee upon vesting. The monetary value of the employee’s tax obligation is recorded as a deduction from the Share based compensation reserve for the shares withheld.
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14.    Share capital and capital reserve, other reserves and dividends
Ordinary Shares
On November 6, 2023, the Company's Board of Directors authorized a share repurchase program to purchase up to an aggregate of $500 million of the Company’s ordinary shares. Acquisitions pursuant to the share repurchase program may be made from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions, at the Company's discretion, as permitted by securities laws and other legal requirements. The program will expire at the end of 2026. Pursuant to the program, as at December 31, 2024, 7,415,614 ordinary shares had been repurchased and canceled at an average price of $17.50, for aggregate gross costs of $129.9 million (€119.6 million), with directly attributed transaction costs of €0.1 million. In the three months ended March 31, 2025, a further 2,874,471 ordinary shares had been repurchased and canceled in open market transactions at an average price of $17.38. The aggregate gross costs were $50.0 million (€47.9 million) and directly attributable transaction costs were immaterial. Following settlement, all shares repurchased have been canceled.
See Note 13 for further information on restricted shares vested as part of the 2022 Management Share Award.
The authorized share capital available to the Company consists of an unlimited number of Ordinary Shares, each issued with $nil nominal value.
  Shares March 31, 2025 December 31, 2024
March 31, 2025 December 31, 2024 €m €m
Authorized Share Capital issued and fully paid:
Ordinary Shares with nil nominal value 153,510,214  156,090,858  1,296.0  1,343.8 
Total share capital and capital reserve 1,296.0  1,343.8 
Listing and share transaction costs (27.5) (27.4)
Total net share capital and capital reserve 1,268.5  1,316.4 
Other Reserves
Other reserves as at March 31, 2025, include a cash flow hedging reserve of €(30.7) million (December 31, 2024: €(19.9) million) and a cost of hedging reserve with a surplus of €4.6 million (December 31, 2024: surplus of €5.0 million).
Dividends
A dividend of $0.17 per share for the quarter ended March 31, 2025 was approved by the Board of Directors on April 30, 2025 and will be payable on May 28, 2025 based on a record date as of the close of business on May 12, 2025. As this was approved after the date of the Consolidated Statement of Financial Position, the dividend has not been recorded in these consolidated financial statements.
The Board of Directors have previously declared the following dividends:
March 31, 2025
Quarter ended Approval date Payment date $ per share $m €m
December 31, 2024 February 10, 2025 February 26, 2025 0.17  26.2  25.3 
0.17  26.2  25.3 
March 31, 2024
Quarter ended Approval date Payment date $ per share $m €m
December 31, 2023 January 29, 2024 February 26, 2024 0.15 24.4  22.3
0.15  24.4  22.3 
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15.    Related parties
As of January 1, 2022, the Company amended its Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of Sir Martin Franklin, and TOMS Capital LLC, an affiliate of Mr. Gottesman. Pursuant to the terms of the Amended and Restated Advisory Services Agreement, Mariposa Capital, LLC and TOMS Capital LLC will continue to provide high-level strategic advice and guidance to the Company for an aggregate annual fee equal to $4.0 million, payable in quarterly installments.

Key management personnel comprise the Directors and Executive Officers. The Executive Officers continue to be remunerated for their services to the Company through their employment contracts. Non-executive Directors continue to receive fees for their services as board members and to certain committees and are settled through payroll. Director fees are payable quarterly in arrears. Total non-executive Director fees and expenses for the three months ended March 31, 2025 were €0.1 million (three months ended March 31, 2024: €0.1 million). In addition, certain non-executive Directors received grants under the LTIP as discussed in Note 13.

In December 2024, the Company engaged Chubb Fire and Security Ltd ("Chubb") to install safety equipment in a factory. Chubb is owned by the APi Group Corporation of which Sir Martin E. Franklin, James E. Lillie & Ian G. H. Ashken are also directors and therefore may be deemed to exercise significant influence over Chubb. The work commenced in 2024 with €0.8 million billed and outstanding as of December 31, 2024. A further €1.7 million has been committed to in 2025. This service and fees are considered to be immaterial to both parties and are provided on an arms-length basis.
16.    Subsequent events after the Statement of Financial Position date
Share repurchases
From April 1, 2025 to May 2, 2025, the Company has repurchased an additional 762,830 ordinary shares in open market transactions for $14.5 million (€13.4 million) under its previously announced share repurchase program authorized by Nomad’s Board of Directors in November 2023.
Dividends
Details of dividends declared after March 31, 2025 can be found in Note 14.
Toppfrys
On April 28, 2025, the Company announced to its employees that it will close its pea processing operations in Sweden by December 2025. The full financial effect of the closure has yet to be determined but is not expected to be material.
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