Annual Report and Accounts 2024

Delivering

today,

building

our future

Carr’s Group plc Annual Report and Accounts 2024

Carr’s Group has operated a

business model for many years

empowering its operating

subsidiaries to becompetitive and

effective in their chosen markets.

Governance

68 Corporate Governance Report

88 Nomination Committee Report

92 Audit and Risk Committee Report

96 Remuneration Committee Report

120 Directors’ Report

Financial Statements

128 Independent Auditor’s Report

140 Consolidated Income Statement

141 Consolidated Statement of

Comprehensive Income

142 Consolidated and Company

BalanceSheets

144 Consolidated Statement of

Changesin Equity

145 Company Statement of

ChangesinEquity

146 Consolidated and Company

Statements of Cash Flows

147 Principal Accounting Policies

156 Notes to the Financial Statements

209 Five-Year Statement

211 Alternative Performance

MeasuresGlossary

213 Directory of Operations

214 Dormant Subsidiaries at

31 August 2024

215 Registered Office and Advisers

Overview

01 Highlights

02 At a Glance

Strategic Report

06 Chair’s Statement

08 Strategy

10 Agriculture: Our Markets

12 Agriculture: Business Model

14 Agriculture: Meet the Team

16 Our Values

17 Our Culture

18 Chief Executive’s Review

20 Financial Review

26 Key Performance Indicators

28 Principal Risks and Uncertainties

32 Viability Statement

33 Sustainability and Impact Report

46 TCFD Disclosures

65 Non-Financial and Sustainability

Information Statement

Global agriculture remains an attractive

long- term market and the improvements

wehave made to our business model this

year putCarr’s in a position to deliver growth

andvalue for shareholders."

David White

Chief Executive Officer

WHO WE ARE

Carr's Group plc | Annual Report and Accounts 2024

Strategic

progress

Laying foundations for the future

Financial (Continuing Operations)

For the Year Ended 2024

Revenue

-7.5%

£75.7m

Adjusted Operating Profit

-23.8%

£2.2m

Reported Operating Loss

-680.1%

£(6.8)m

Adjusted Profit

Before Tax

-15.1%

£2.5m

Reported Loss

Before Tax

-737. 2%

£(6.5)m

Dividend Per Share

No movement on

prior year figure

5.2p

Adjusted Earnings

Per Share

+4%

2.6p

Basic Loss

Per Share

-380.0%

(4.8)p

Carr's Group plc | Annual Report and Accounts 2024

Overview Strategic Report Corporate Governance Financial Statements

FY24 HIGHLIGHTS

AT A GLANCE

Founded on market-leading

brands, patented technology

and operational know-how, both

the Engineering and Agriculture

Divisions have thrived in their

own sectors over many years.

Industry-leading

specialists

Carr's Group plc | Annual Report and Accounts 2024

Our Mission

To deliver research-based products

that provide optimal performance

and livestock profitability allowing

farms toproduce safe, healthy and

sustainable food.

During FY24, the Board reviewed

the organisation, composition and

performance of the Group and

concluded that shareholder value would

be optimised by exploring options

for the disposal of the Engineering

Division. The sale process is ongoing

and progressing positively. Completion

of that process will leave the Group fully

focused on improving performance

and delivering growth in the Agriculture

Division. The strategic review in this

report reflects these developments

instrategy.

The sale process that was in progress

at the year-end for the Engineering

Division means that the assets and

activities of that business meet the

criteria for classification as "Held for

Sale" or "Discontinued" in accordance

with IFRS 5. As such, the impact of these

activities is excluded from the detail

of the primary statements with the net

impact reflected under "Discontinued

Operations".

Agriculture Locations*

USA

Germany

Engineering Locations

USA

Germany

Revenue

£60.1m

Adjusted Operating Profit

£7. 2 m

Adjusted Operating Profit

£4.7m

Revenue

£88.0m

Engineering

Agriculture

What We Do

Manufacture and sell a specialist

rangeof livestock supplements

delivered through block, bolus

and bagged mineral formats.

What Makes Us Different

1. We are a global specialist in

livestock supplements for extensive,

grazing-based customers

2. Patented and research-backed

products

3. We have a strategically located

operational footprint with local

salesexecution

Carr's Group plc | Annual Report and Accounts 2024

Overview Strategic Report Corporate Governance Financial Statements

Because forages are not enough,

Crystalyx

nutrition solutions help

maximise your herd's potential

and your profits."

* At the date of this report.

** Including Afgritech LLC.

Seizing

opportunities,

innovating

solutions

Carr's Group plc | Annual Report and Accounts 2024

Seizing

opportunities,

innovating

solutions

Strategic Report

06 Chair's statement

08 Strategy

10 Agriculture: Our Markets

12 Agriculture: Business Model

14 Agriculture: Meet the Team

16 Our Values

17 Our Culture

18 Chief Executive’s Review

20 Financial Review

26 Key Performance Indicators

28 Principal Risks and Uncertainties

32 Viability Statement

33 Sustainability and Impact Report

46 TCFD Disclosures

65 Non-Financial and Sustainability

Information Statement

Carr's Group plc | Annual Report and Accounts 2024

Overview Strategic Report Corporate Governance Financial Statements

CHAIR'S STATEMENT

A platform

for the future

Review of the Year

In last year’s review, I wrote about the sense of renewed purpose and optimism I felt at

that time and I’m pleased that this positive outlook seems to have been well founded.

I can report good progress in advancing

the Company’s strategy (on which more

details are provided below) and we

have a refreshed leadership team which

is overseeing the development of the

Company that our shareholders should

expect, notably with an audit completed

on time and dividend levels maintained

and paid as expected. At the same time,

trading has not been without challenge

in the Agriculture Division with weather

and the USA beef cycle both still

forming headwinds. This is balanced

against actions we have taken with

new leadership teams in the UK and

USA reducing our operating costs and

reinvigorating our marketing machine,

all of which provides a foundation for

growth for that business.

I have visited our Agricultural

manufacturing sites in Ayrshire,

Cumbria and Suffolk in the UK and in

South Dakota and Tennessee in the

USA and I have been pleased to see

the professionalism and enthusiasm

of our staff alongside the production

of products which are clearly meeting

market demand.

I have also visited each of our

Engineering businesses in the UK,

Germany and the USA, all of which

impressed me with their own market-

leading products, technical capabilities

and excellent people. There are

longer-term opportunities in the nuclear

engineering sector in particular and I

expect continued success for these

teams under new ownership.

Strategic Progress

At our interim results update in April,

we announced that we would explore

options to maximise the value of our

Engineering Division. It had become

clear to the Board that managing two

distinct divisions, both containing

multiple business strands, is a costly

and time-consuming exercise for the

central management team and that this

operating model was not optimal for the

Group in its existing state. The future

prospects of the Engineering Division

made this the right time to consider a

disposal of that business, and our focus

is to ensure that this delivers optimal

value for shareholders.

Our immediate focus in Agriculture has

been to prepare that business for future

growth in our core markets. Our strategy

of Focus, Improve, Deliver has led to

significant changes in both the divisional

leadership team (some of whom you

can read more about on pages 14 and

15) and in the businesses which will

form part of the Group going forward.

These changes bring renewed focus

on our market-leading brands, climate

and animal welfare, and our outstanding

people, all of which will continue to be

key to the Group’s success.

These changes have allowed us to

genuinely integrate our businesses

across the Agriculture Division – sharing

best practices, developing customer

relationships, innovating products,

effectively managing costs, optimising

productivity and developing our people

– and provide the foundation for growth

in existing and new markets as demand

for sustainable meat and dairy continues

to grow across the globe.

Dividend

The Board is proposing a final dividend

of 2.85 pence per share which, together

with the interim dividend paid, makes a

total dividend of 5.20 pence per share

for the full year, in line with the prior year

(2023: 5.20 pence).

Subject to approval by shareholders at

the AGM of the Company expected to

take place in February 2025, the final

dividend will be paid on 10 March 2025,

to shareholders on the register at close

of business on 24 January 2025 and

the shares will go ex-dividend on

23 January 2025.

Board

As noted in last year’s Annual Report and

Accounts, Gillian Watson joined the Board

as Non-Executive Director on 9 October

2023 and subsequently succeeded

John Worby as Senior Independent

Director. John retired from the Board

on31 October 2023 after nearly nine

years of service for which we are grateful.

On8October 2024, Ian Wood retired

from the Board after nine years of service,

for which he is also warmly thanked. Ian

had been Chair of the Remuneration

Committee until stepping down in the

summer to ensure an orderly handover

prior to his retirement from the Board.

Fiona Rodford has taken on this role with

effect from 31 July 2024 having joined the

Board as a Non-Executive Director on 20

February 2024.

David White was appointed by the Board

as Chief Executive Officer with effect from

17 November 2023, succeeding Peter

Page who stepped down from the Board

at that date. We thank Peter for his efforts

during his time with the Group. David

joined the Group in January 2023 and

joined the Board as Chief Financial Officer

on 21February2023.

Carr's Group plc | Annual Report and Accounts 2024

Company Secretary and Legal Director

Matthew Ratcliffe left the Group on 22

September 2023 to take up a new role

and was succeeded by Justin Richards

who joined us on 25 September 2023.

Martin Rowland’s 12-month tenure as

Executive Director of Transformation

ended, as planned, on 12 November

2024, following which Martin was

re-appointed as a Non-Executive

Director as a representative of Harwood

Capital Management Limited (“Harwood”)

pursuant to a relationship agreement

between the Company and Harwood.

Following the year end, Shelagh

Hancock also intimated her desire

to step down from her role as Non-

Executive Director to allow her to

focus on her role as Chief Executive

Officer at First Milk. Shelagh has

brought expansive knowledge of the

UK agriculture sector to the Board and

her input into our Agriculture Division

strategy was especially welcome.

Shelagh will step down from the Board

on 31 December 2024. We thank

Shelagh for her commitment and wish

her well in her future endeavours.

Further details of Board and Committee

membership during FY24 can be found

in the Nomination Committee Report on

pages 88 to 91 (inclusive).

Stakeholder Engagement and

Statement on Section 172 of the

Companies Act 2006

Stakeholder engagement is an

important aspect of our business.

Section 172 of the Companies Act

2006 requires the Directors to promote

the success of the Company for the

benefit of all members, having regard

to the interests of stakeholders in their

decision-making. Directors understand

the importance of considering the

views of stakeholders and the impact

of the Company’s activities on local

communities, the environment, including

climate change, and the Group’s

reputation. To find out more about how

stakeholders were taken into account

in decision-making please see below

and pages 82 to 87 (inclusive) which

includes our Section 172 statement.

On 20 February 2024 we held our AGM

to, amongst other matters, approve

the FY23 Annual Report and Accounts.

Details of the voting at the AGM can be

found on our website www.carrsgroup-

ir.com. We remain committed to

shareholders having access to the Chair

and other Directors, so we can benefit

from the challenges and exchange of

views that constructive dialogue brings.

The Board is happy to engage with

shareholders at any time on a one to

one level and proactively engage with

shareholders to keep them up to date

when appropriate to do so.

Sustainability and Impact

The Group’s governance structure

helps to ensure that the Board is well

informed on environmental, social and

governance matters. The Green Teams

at our sites have taken actions to help

reduce our impact on the environment

and our emissions data capture has

taken some small steps into Scope 3

(asnoted in our SECR reporting on page

35 and 36). Further details can be found

on pages 34 to 36 (inclusive).

Through our operations in different

sectors we positively contribute to

global efforts to reduce the impact on

the environment. Our involvement in

the nuclear industry contributes to the

global demand for sustainable power

businesses, and our Agriculture product

range not only enhances animals’

welfare and the conversion by those

animals of protein which is inedible

to humans – grass – into meat and

dairy proteins but complements

forage-based nutrition systems

which play such a crucial role

in carbon sequestration, soil’s

ability to retain water and

biodiversity. On the social front,

we have continued to support

local communities, not just

financially but also through training

and development through our

apprenticeship programmes. By

highlighting our positive impacts,

improving employee engagement,

promoting our responsible

business policies and practices

and bolstering our social

initiatives, we can further

solidify our position as a

responsible and forward-

thinking Group. Further

details can be found

on pages 33 to 45 (inclusive).

People

The Board recognises that the Group’s

strategic intent has created uncertainty

for some colleagues and we are

extremely grateful for the continuing

commitment shown by everyone during

the year. The future success of the

Group relies, as ever, on the support

and talents of our people and the Board

is committed to nurturing the talent we

have across the business.

Outlook

The Group remains committed to

optimising value for our shareholders, and

completion of a successful sale of the

Engineering Division will be an important

step in doing so. In the Agriculture

Division, we are now fully focused

on leveraging our market-leading

products, increasing efficiencies across

our operations, advancing our positive

impact on the environment and delivering

exceptional value to ourcustomers.

Tim Jones

Non-Executive Chair

11 December 2024

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

Shaping

our

future

STRATEGY

Carr's Group plc | Annual Report and Accounts 2024

1 2 3

Expand into

new extensive,

grazing-

based growth

geographies

Improve

operating

margin across

Agriculture

portfolio

Deliver

profitable

commercial

growth in

thecore feed

block business

Our strategy is to drive shareholder returns and growth

by leveraging our feed supplement expertise as a global

specialist for extensive, grazing-based food systems.

This is delivered through three strategic priorities:

Our strategy is enabled by disciplined investment choices and working capital focus to

drive shareholder returns and growth. This is underpinned by market-leading brands and

products tailored to meet the needs of the global farmingcommunity.

As announced in April 2024, the Board has been exploring options to maximise shareholder

value with regard to the Engineering Division. A process has been on-going to dispose of that

Division and an update will be provided shortly through our website at www.carrsgroup-ir.com

and via a regulatory news service (RNS) announcement. The focus of this Strategic Report is,

therefore, on the future strategy of the retained Agriculture Division.

These include:

AGRICULTURE

ENGINEERING

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

OUR MARKETS (AGRICULTURE)

Increasing global demand

The Carr’s Group Agriculture business is focused on a research-backed, professional,

cost-effective, convenient and easy to use suite of products that help to promote

optimum fertility, enhance weight gain, and help to lower methaneemissions.

The underlying fundamentals of the market remain strong with short and medium-term forecast pointing to ongoing growth

in global protein production.

Global Industry

Tailwinds

Continued population

growth and rising affluence

supports additional protein

production through

increasing ruminant

animal numbers

Strong Market

Adoption Potential

Significant global

agricultural yield gains

achievable through

adoption of supplement

products and technology

in ruminant species (cattle,

sheep and goat)

Sustainable Pasture-

Based Food Production

Our products support

extensive farming

systemsand strategically

align with United Nations

and FAO Sustainable

Development Goals

500

700

900

1,100

1,300

1,500

1,700

FY22FY21FY20FY19

500

700

900

1,100

1,300

1,500

1,700

FY22FY21FY20FY19

500

700

900

1,100

1,300

1,500

1,700

FY22FY21FY20FY19

SheepCattle

Goat

Global Cattle Stocks

(1.6 bn head)

Global Sheep Stocks

(1.5 bn head)

Global Goat Stocks

(1.3 bn head)

Growth CAGR

5 Years 4% 0.81%

10 Years 8% 0.76%

20 Years 12% 0.57%

Growth CAGR

5 Years 10% 2.01%

10 Years 16% 1.47%

20 Years 29% 1.27%

Growth CAGR

5 Years 6% 1.24%

10 Years 15% 1.45%

20 Years 35% 1.5%

These products work particularly well with extensive, grazing-based ruminant farms in multiple countries worldwide.

There remains a significant opportunity to grow our existing market share and expand product application into new,

attractive end markets with structural growth due to the ongoing increase of protein consumption globally.

Carr's Group plc | Annual Report and Accounts 2024

Trends in Livestock Farming

The UK and USA livestock farming industry continues to evolve, driven by factors such as

environmental concerns, consumer preferences and farm productivity pressures.

Trend Carr's Agriculture solution

Sustainability and Environmental Focus

Reduced Emissions: Farmers are adopting practices

to reduce greenhouse gas emissions and embracing

regenerative agriculture.

We have a research-backed, professional, cost-effective,

convenient and easy to use suite of products that help to

promote optimum fertility, enhance weight gain, and help to

lower methane emissions.

Biodiversity Enhancement: Initiatives are underway to

promote and enhance biodiversity on farms, such as creating

wildlife habitats, planting cover crops and promoting

pollinator-friendly practices.

Our products support extensive, grazing-based systems

that have the ability to support biodiversity and regenerative

agriculture.

Consumer-Driven Trends

Healthier Products: Demand for healthier meat products,

including grass-fed beef is on the rise.

Our products integrate within extensive, grazing-based systems

that support the production of "grass-fed" beef and lamb. They

maximise intakes of the producer’s home-grown forage.

Ethical Considerations: Consumers are increasingly

concerned about animal welfare and ethical

production practices.

Our products support extensive, grazing-based systems that

enable low-input livestock systems and outdoor-raised protein

production. They also promote optimum animal health through

providing just the right amount of vitamins and minerals needed

to the animal.

Farm Productivity Pressure

Adverse Weather: Ability to maximise home-grown forage

impacted by drought (USA) or flooding (UK).

Because forages aren't enough on their own and are variable

in nature, our nutrition solutions help extend grazing potential

as well as fill gaps in protein or energy. They work in all weather

conditions to provide robust and consistent delivery of essential

nutrients.

Rising Costs: Volatile costs of feed, energy, and labour

can put pressure on farm profitability.

Our suite of products deliver a return on investment for the

farmer by improving performance to maximise the herd’s

genetic potential. They are also extremely easy to use and save

time for a producer, allowing them to focus labour expenditure

on other areas of the farm.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

BUSINESS MODEL (AGRICULTURE)

Our global Agriculture

business model is

designed to drive

shareholder returns

and growth.

1. As of the date of this report

Our Key Strengths Who We Create Value For

Talented people

Our global Agriculture

Division employs 199

people¹, who benefit from

continuous development

opportunities to reach their

potential.

Culture and ethics

We are committed to

ensuring that our businesses

remain ethically and

sustainably managed.

Expert

knowledge

Our businesses possess

a wealth of specialist

knowledge and their

focus on innovation and

technology underpins the

delivery of new products

andsolutions to our

customer base.

Global network

We have a broad

customerbase in

marketswith the

potential forgrowth on

aninternational scale.

Investment

We create value

throughcontinued

investment in our

existingbusinesses.

Long-term, trusted

relationships

We have built longstanding

and trusted relationships

founded upon the quality of

our offering, our organisational

culture, and our levels of

customer service.

Employees

Our employees benefit from our expanding

training and development offering and

enhanced engagement initiatives.

Environment

We are taking steps to minimise our

environmental impact and to become

anetzero organisation by 2050.

Communities

Across the Group we support charitable

initiatives and the communities in which

weoperate.

Partners

We build close relationships with a range

oftrusted strategic partners across the UK,

the USA and Europe.

Customers

We provide our well-established and

expanding customer base with leading

product ranges and excellent service levels.

Investors

Our strategy is designed to deliver

sustainable growth and consistent

returnstoshareholders.

Carr's Group plc | Annual Report and Accounts 2024

Research, development,

manufacture and supply of

branded animal supplements that

provide optimal performance and

livestock profitability allowing

farms to produce safe and

sustainable food.

We manufacture and supply a broad range

of innovative animal nutritional supplements

under well-respected brands. These include

patent-protected feed blocks and boluses which

effectively release trace elements into livestock

consistently and over periods of up to six months.

These products help to maintain animal health

and improve performance.

Our feed blocks are manufactured at a combination of wholly

owned and joint-venture facilities located across the UK,

Germany and the USA. We manufacture boluses from a wholly

owned facility in the UK. These products are supplied through

a large distribution network across the UK, Europe, Australasia

and North America.

Through its production of feed blocks, minerals

and boluses, the Agriculture Division enables

farmers to optimise forage and grass-based

nutrition systems, and by doing so, we support

their ability to raise healthy animals in an

efficient, high-welfare environment and in

a responsible way. We provide this support

by producing nutritional supplements which

release the appropriate quantities into the

animal at the correct time. The boluses and

mineral supplements are manufactured from

two wholly owned facilities in the UK.

Agriculture’s products create value for all our stakeholders

with tried and tested formulas which continue to develop

and improve.

We are a market leader with globally respected brands

because our products are developed by industry experts

and trusted to deliver positive results within the animals.

Over the years, the Agriculture Division has developed

several patented products and unique manufacturing

processes. Every product produced and sent to market by

this division is underpinned by expert research to ensure

that the products deliver the very best quality and outcome

to the customer.

What We Do How We Do It

Products

Feed blocks, minerals

and boluses containing

trace elements and

minerals for livestock.

Key brands

• Crystalyx

and Horslyx

feed blocks for UK

andEU

• SmartLic

, Feed in a

Drum

and HorsLic

feed blocks for

NorthAmerica

• Tracesure

boluses

Locations

Patented products are

manufactured from

three sites in the UK, four

sites in the USA and one

site in Germany.

Customers

Farmers across the UK,

Europe, North America

and Australasia supplied

through an expansive

global distribution and

support network.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

Focusing on growing

shareholder value, in

balance with the interests

of all our stakeholders."

MEET THE TEAM (AGRICULTURE)

3. What is your vision

for the Agriculture

Division?

Livestock production will continue

to grow globally but as it does

will also face further sustainability

and productivity challenges. Carr's

Agriculture has the opportunity to

lead the market in supplementation

for extensive, grazing-based

livestock and help address these

challenges. Our specialist products

are well researched, deliver tangible

benefits and can support farms

in producing safe, healthy and

sustainable food. My vision is that we

become known as the experts in this

market and our products are used

in extensive, grazing-based food

systems around the world.

4. What are the key ways

we can improve as an

organisation?

Our immediate priority is to

strengthen our core business by

directly addressing some of our

underperforming areas with an

efficiency and performance focus.

A cultural emphasis on performance

mindset is also being embedded

across all functions aligned to

our new company values. In the

medium term, we expect our plans

to reinvigorate product research

through collaboration across

North America and the UK to drive

additional commercial growth and

enable new business development.

5. What steps have you taken

to ensure the Agriculture

Division is on track to

achieve its objectives?

We have a new global leadership

team that has jointly created a

turnaround and growth strategy for

Carr's Agriculture, which has brought

a renewed energy, engagement

and enthusiasm in the business. In

addition, we have created a strategy

programme management process

owned by the leadership team. This

is not only tracked for success but

jointly supported to ensure ongoing

focus on objectives and delivery.

Josh Hoopes

Chief Executive Officer,

Global Agriculture

1. Could you give us a bit

of your background prior

to joining Carr’s Group?

I am originally from the USA but

have lived in the UK for nearly 20

years. I gained a Bachelor of Science

degree in Business Finance from the

University of Utah in 2005 after which

I moved to London and worked as

a Senior Associate at Deloitte. In

2009 I completed a full-time MBA

at Manchester Business School and

from there joined Associated British

Foods plc where I held several

general management and business

development roles in both British

Sugar and AB Agri. My most recent

role was Managing Director of the

Intellync and AB Dairy divisions of AB

Agri which was a portfolio business

providing technology, consultancy

services and feed products to the

livestock sector.

2. What attracted you to

the role in Carr’s Group?

Carr's Agriculture has a strong

industry reputation for research-

backed, branded products that are

trusted by livestock farmers across

the UK, North America and Europe

but has, like many of its peers, faced

some challenges in recent years.

I was excited by the opportunity to

help the business recover from these

challenges in our core markets. I also

believe the capabilities and products

that exist in the business today can

be developed to reach new markets

for additional growth. I was excited to

join the new leadership team now in

place on this turnaround journey and

growth plan.

Carr's Group plc | Annual Report and Accounts 2024

Zach Westberg

President, New Generation

Supplements ("NGS")

1. Can you give us an

introduction to yourself

and your business?

My name is Zach Westberg, and I

am the President of New Generation

Supplements ("NGS") where I started

working for NGS in April 2016 as

Operations Manager. I am proud to

say I am the third generation to work

in the low-moisture block business

which started with my grandfather

in the early 1980s. After working

the last five years as Vice President

of Operations I was honoured to

assume the role of President in

January 2024.

NGS’ humble beginnings started

in 1997 when Carr’s Milling

Industries PLC acquired Animal

Feed Supplement Inc. of Poteau,

Oklahoma and hired a group of

feed industry veterans (my father

being one) to utilise a patented

continuous flow technology to

manufacture high-energy, intake-

limiting supplements for livestock.

Our founder’s drive was to provide a

research driven solution that would

meet the need for higher quality feed

supplements. In other words, if they

could not prove it worked, it would

not go into our products. Today, NGS

maintains this same premise it was

founded on: to develop the best low-

moisture supplement tubs possible

based on proven research and field

testing. If a formula or ingredient

doesn’t pass our test, we don’t offer

it. Users of our product see the

results of this research in greater

animal efficiency and performance

in a brand they continue to trust to

this day.

2. What do you think

makes us stand out

from competitors?

It is our mission to deliver

research-based products that

provide optimal performance and

livestock profitability allowing

farms to produce safe, healthy and

sustainable food. We do this through

our own research and alignment with

universities to create differentiated

product lines and technologies

like our patented FlaxLic

and

FesCool

products. We prove this

not only through our research, but

also through our Quality Assurance

programme which allows us to

uphold and enhance exemplary

standards for quality assurance so

that they become a benchmark for

the rest of the supplement industry.

We also separate ourselves from

the competition with our people.

We always aim to provide service

at the highest level and live by our

values of excellence, responsibility,

innovation and integrity. This flows

through our supply chain as we only

work with value-added ingredient

partners who share our same

passion and commitment to research

provensolutions.

3. What have you been most

proud of during your career

with NGS?

In my first year working with NGS I

had the rare opportunity of being

tasked to work in every position, to

do the toughest and dirtiest jobs,

earn the respect of our team, and

find ways to make each job safer. It

afforded me the opportunity to truly

learn our system from the inside out

and better understand what our team

goes through every day. From the

“Barrel Room” to the “Board Room”,

I have had the unique opportunity

to work in many of our positions and

learn from the best in the industry.

After working that first year I knew

we needed to transform our safety

culture from being reactive to

proactive. We immediately re-

wrote our safety manual and began

empowering our people to speak

up and become involved in our

programme. We implemented

annual “Safety Stand Downs” where

we stop all production for two days

and focus solely on safety training

(more details of which can be found

on pages 44 and 45).

Since that time, I am proud to say we

have seen significant declines in our

injury rates and our safety culture

has become part of our daily lives. It

is not often you get to train this way

and it is an experience I will always

value.

4. What are your plans now

that you are President

of NGS?

I believe we are nearing the bottom

of the USA beef cattle cycle which

typically occurs every 8 to 12 years.

The USA cattle market is in a great

position for recovery, but it will still

face challenges over the next few

years dealing with significantly

smaller cattle herds, an uncertain

political climate, high input costs

and unpredictable weather patterns.

To capitalise on this, we have spent

the first half of the year focusing

on brand planning and customer

segmentation to ensure we are

aligned on who we are as a team

and how best to serve our

customers. Our second half of the

year will focus on delivering our

strategic imperatives, maintaining

our growth mindset, and leveraging

our new ERP system to improve

decisions, increase productivity, and

reduce operatingcosts.

5. What have you enjoyed

most about your time

at NGS?

What I have truly enjoyed most

in my career with NGS is working

with and learning from our amazing

group of people. We have many

employees that count their time

with NGS in decades, not years, and

I think that says something about

both the culture of this organisation

and the type of people I work with

every day. Our people are passionate

about what they do and believe in

our company and our products. I am

proud to continue our family’s legacy

in this industry where your reputation

is everything. At NGS we strive to put

the right people in the right positions,

give them the freedom to do their

job, and hold them accountable to

their tasks.

In summary we have a great

company with a team that is

energised, growth-focused and

hungry to win. Our future is bright,

and I truly believe we have an

excellent opportunity to deliver

significant value to our shareholders

as our market recovers.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

Our values underpin

our strategic choices

OUR VALUES

Excellence

We are one team,

with commitment

to the highest

of standards

and quality in

our products

and behaviours,

fostering a mindset

of continuous

improvement,

development

and safety in

everything we do.

Responsibility

We provide a sense

of purpose, building

resilience to react

to challenges on

an individual and

societal level. We

are focused on

our future and

take responsibility,

accountability and

ownership for it.

Innovation

We empower

everyone to create

a workplace culture

that values creativity

and innovation,

where every person

has the courage to

try new things and

explore new ideas,

moving at pace to

test, learn, adapt and

act to improve.

Integrity

We act with strong

moral principles and

always aim to follow

these. We personally

commit to promote a

professional culture

in which individuals

can depend on one

another and treat

each other

with respect.

Carr's Group plc | Annual Report and Accounts 2024

We are focused on

creating a performance-

based mindset within

Carr’sGroup

OUR CULTURE

Our people create a culture where:

we value… active listening, mutual respect

andtrust among team members

we prioritise… communication, ensuring that

information is shared transparently

and effectively across the team

we lead… by example, upholding the values

ofexcellence, responsibility,

innovation and integrity in all

ourinteractions as a team

Carr's Group plc | Annual Report and Accounts 2024

Overview Strategic Report Corporate Governance Financial Statements

CHIEF EXECUTIVE’S REVIEW

In April 2024 we announced

that the Board, to deliver optimal

shareholder value, intended to

explore options for the sale

of the Engineering Division.

The sale process has been ongoing

since then and continues to progress

positively. On 1 November 2024, the

Group disposed of the assets of its

wholly-owned subsidiary Afgritech

LLC. As a result of the position at the

balance sheet date, the assets of the

Engineering Division and of Afgritech

LLC have been classified as held for

sale and trading activities presented

as discontinued operations throughout

this report.

During the financial year ended

31 August 2024 Agriculture revenues

from continuing operations decreased

7.5% to £75.7m (FY23: restated £81.8m),

while revenues from discontinued

Agricultural activities of the Afgritech

business were £12.2m, up 4.4% on last

year (FY23: restated £11.7m). This year’s

Engineering Division revenues of £60.1m

were up 18.8% on the prior year (FY23:

restated £50.6m). Adjusted operating

profit for continuing operations was

£2.2m, a decrease of 23.8% on the

equivalent for FY23 (restated £2.8m).

Discontinued operations saw adjusted

operating profit increase to £6.7m,

up 78.6% on the previous year (FY23:

restated £3.8m). Group adjusted

operating profit (combining both

continuing and discontinued operations)

of £8.9m was 34.5% up on the equivalent

figure last year (FY23: restated £6.6m).

Health and Safety

Health and Safety remains a priority

across the business and we have

continued to focus on meeting the

standards prescribed by our internal

audits throughout FY24. The starting

point for these audits is to ensure that

fundamental safety standards are in

place and understood at all locations.

With those standards established, we

are addressing behaviours, both at an

individual and organisational level, with

the aim that all colleagues instinctively

consider how to perform their jobs in

a way that ensures their colleagues,

customers, suppliers and they are safe.

David White

Chief Executive Officer

In FY24, there was one reportable

incident, down from two in the prior

year. While this reduction is pleasing, we

are addressing the fact that our overall

incident rate increased against the prior

year, albeit driven by lower severity

incidents. Near miss reporting and hazard

observations continued to increase,

allowing local teams to promptly address

potentially unsafe conditions before

accidents happen. This is a further

positive development in our safety

culture. A more detailed review of the

Group’s Health and Safety performance

is included on pages 44 and 45.

Sustainability and Impact

The progress made on environmental

issues last year, with Green Teams

established across the business, has

continued during FY24 with a widening

range of initiatives undertaken across

the Group. Further details on these

are contained in the Sustainability

and Impact Report (pages 33 to 45

(inclusive)). It was also pleasing to see

many colleagues place emphasis on the

need for more focus on environmental

sustainability during our Ideas

Workshops (further details on page 38).

During the year, we have established

a Sustainability and Impact Steering

Committee, consisting of senior leaders

across the business, to support our

commitment to improvements in all

environmental, social and governance

aspects of the business. Further details

can be found on pages 33 to 45 (inclusive).

Carr's Group plc | Annual Report and Accounts 2024

Continuing Operations

Divisional Review: Agriculture

The Agriculture Division manufactures specialist livestock supplements including

branded feed blocks, essential minerals, and precision dose trace element boluses,

sold to farmers in the UK, Europe, North America, and Australasia through a well-

established distribution network.

Continuing Operations 2024 2023 restated % Change

Revenue(£m) 75.7 81.8 -7.5%

Adjusted operating profit (£m) 5.2 5.8 -10.8%

Adjusted operating margin (%) 6.9% 7.1 %

The decrease in revenue was primarily driven by the US feed block business which

saw volumes drop by 15% against FY23, with the downturn in the US beef cycle and

drought conditions in the southern US states continuing for longer than envisaged.

Some volumes were also lost as a result of the closure of our plant in Silver Springs,

Nevada, although the costs saved from exiting this under-performing facility meant

that adjusted operating margins in the US feed block business improved by 3.2pp

against the prior year.

The UK feed block business saw volumes rise by around 12%, as prices settled

following the extreme cost increases which impacted volumes during FY23. The

increased volumes were also supported by small reductions in gross margin, as we

sought to maintain and gain market share, which meant a 2.4pp drop in adjusted

operating margins.

Our UK animal health business saw revenues decrease by 8.5% year on year, with

lower volumes in both the core bolus business and specialist aquaculture products.

The latter have been produced under a long-standing contract which will come to

an end during FY25.

Discontinued Operations

Divisional Review: Agriculture

Afgritech LLC 2024 2023 restated % Change

Revenue(£m) 12.3 11.7 +4.4%

Adjusted operating loss (£m) (0.5) (0.2) -2 07.2% 

Adjusted operating margin (%) -4.2% -1.4%

The closure of Afgritech in October 2024 requires the results of that business to be

disclosed as a discontinued operation. As the table above highlights, the business

increased revenue by 4% on FY23, but a squeezing of commodity margins and

inflationary cost increases meant a worsening of the adjusted operating loss to £0.5m

in FY24.

Divisional Review: Engineering

The Engineering Division comprises specialist fabrication and precision engineering

businesses in the UK, robotics businesses in the UK, Europe and USA, and

engineering solutions businesses in the UK and USA.

2024 2023 restated % Change

Revenue(£m) 60.1 50.6 +18.8%

Adjusted operating profit (£m) 7.2 5.3 +36.8%

Adjusted operating margin (%) 12.0% 10.4%

Divisional adjusted operating profit

performance for FY24 was 37% ahead of

last year, with adjusted operating margin

improving to 12.0% (up 1.6pp on FY23),

driven by a strong performance in the

robotics business.

The order book finished the year at

£53.6m, down 10% on the record levels

seen at August 2023 (£59.8m), but still

32% up on the comparative position at

the end of August 2022 (£40.6m).

Outlook

The immediate prospects for the

Agriculture Division have been enhanced

by the arrival of a new leadership team

and remedial actions taken on under-

performing businesses during FY24.

The long-term outlook for the division

remains attractive with our focus now

on our range of existing products,

further development of that portfolio

and entrance into new geographies. Any

benefit from reduced drought areas and

the US beef cycle turning will further

complement these opportunities.

Management is confident that the

sale of the Engineering Division will

drive optimal shareholder value and

expect strong trading in recent years

to continue up to sale completion.

David White

Chief Executive Officer

11 December 2024

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

FINANCIAL REVIEW

The announcement in April of our

decision to explore options for the

maximisation of value of our Engineering

Division was predicated on the differing

circumstances of our two Divisions as

we went into FY24. Our Engineering

Division was performing strongly in

structurally growing markets with an

organisational design appropriate to

optimise the opportunities available,

whereas our Agriculture Division

was unintegrated and ill equipped

to optimise performance in globally

challenging markets.

FY24 has therefore been a

transformational year in which we have

established an integrated agriculture

management team and strategy, and

have subsequently taken the first steps

to implement that strategy at strategic

and operational level, whilst continuing

to focus on the long-term optimisation

of value within the existing structures of

the Engineering Division.

In light of the above, FY24 also marked

a transitional year for our significant

central costs as we embarked on a

process to reduce costs following the

expiration of the transitionary services

associated with the FY23 disposal

of the Agricultural Supplies Division

whilst managing the transition to a

future focused on the forward-looking

Agriculture Strategy. Realisation of

value of non-core investment properties

and de-risking from our defined benefit

pension scheme have also been

progressed in order to simplify the Group

with focus on future value creation.

The consequences ofthishave been:

1. Improved performance of our

strategically core agriculture

businesses, supported by the benefit

of integration of key roles, but offset

by underperformance in two non-

core businesses – now addressed.

2. Improved performance of the

Engineering Division – partially offset

by underperformance in one business

– now addressed.

3. A short-term increase in central costs

as a global agriculture management

team has been established (realising

savings at operational level) in addition

to the multi-divisional central cost base

that will largely be eradicated post

completion of any Engineeringsale.

The year inoverview

The changes reflected above have resulted in improved operational performance

of the Group and in Adjusted Operating Profit despite continuing challenges in

the agriculture sector, however they have required significant exceptional costs

in restructuring the Group and preparing for future profitable growth. The Board

considers it appropriate to have incurred these cash costs and to recognise

non-cash exceptional costs, detailed below, in order to optimise current and

future shareholder value.

Presentation of Results forthe Year

The statutory presentation of financial results under IFRS is intended to give the

reader the information required to assess future performance. These reflect the

continuing operations of the Group and businesses, and assets within the Group that

are not expected to remain part of the Group are disclosed as being "discontinued".

The Engineering Division and certain other assets are reported as being "discontinued

activities" in FY24 and will again in FY25 for the period prior to any transaction.

Given the transition the Group is going through it is also relevant to report the

performance of the Group on an equivalent basis to FY23 in addition to the

statutory disclosure noted above.

FY24 Performance on basis comparable to the FY23 Report and Accounts

FY23 Reported

£’m

FY24 Comparable

£’m

FY24 Continuing

£’m

FY24 Discontinued

£’m

Revenue

Agriculture 93.6 88.0 75.7 12.3

Engineering 50.6 60.1 – 60.1

Total 144.2 148.0 75.7 72.3

Adjusted

Operating Profit

Agriculture 5.6 4.7 5.2 (0.5)

Engineering 5.3 7.2 – 7. 2

Central (3.0) (3.0) (3.0) –

Total 8.0 8.9 2.2 6.7

Adjusting Items

Agriculture (3.3) (5.3) (4.5) (0.8)

Engineering (2.3) (4.8) – (4.8)

Central (0.4) (4.5) (4.5) –

Total (6.0) (14.6) (9.0) (5.7)

Operating Profit

Agriculture 2.3 (0.7) 0.7 (1.4)

Engineering 3.0 2.4 – 2.4

Central (3.4) (7. 5) (7.5 ) –

Total 2.0 (5.8) (6.8) 1.0

On a basis comparable with that announced within our FY23 Annual Report and

Accounts, Adjusted Operating Profit of £8.9m (FY23: £8.0m) reflects progress made in

managing the activities of the Group throughout FY24 irrespective of their designation

as continuing or discontinued.

Carr's Group plc | Annual Report and Accounts 2024

UK Agriculture

UK Agriculture comprises the Group’s

Crystalyx

operations in Silloth, its

Scotmin operations in Ayr and the Animax

operations near Bury St Edmunds.

During the year the commercial

operations of the three locations

were integrated under a common

management team. In markets that

continue to be challenging, focus was

on optimising performance and future

prospects through in-depth analysis

of the business and the optimisation

of margins and performance through

market share, operating efficiency,

and purchasing optimisation.

Our UK-based feed blocks revenue

increased by 2% representing a volume

increase of 12% offset by reductions

in pricing due to movements in raw

material pricing. Our bolus-producing

Animax business saw an 8.5% reduction

in revenue as a lucrative but non-core

aquaculture contract came to an end.

Our focus now is on simplifying the

remaining business and achieving a

profitable contribution. The benefits

of commercial integration of these

businesses were evident from a strong

close to FY24 from our feed blocks

businesses which was carried into the

early months of FY25 and in progress in

resolving the issues at Animax following

several years of under-performance.

The overall contribution of UK

Agriculture in the current year was

influenced by costs associated with the

formation of an integrated management

team. The benefits of this integration

across the UK and in the transformation

of the Irish and New Zealand markets

in FY25 will result in value creation. This

resulted in a short-term increase in

costs as well as restructuring costs in

the current year only.

Continuing Operations

The continuing operations of the Group represent its direct interests in the feed

supplements markets for pasture-based livestock in the UK and US and its joint

ventures in the US and Germany.

FY23 restated

£'m

FY24

£'m

Movement

Revenue

UK Agriculture 36.1 38.2 6%

US Agriculture 45.7 37.5 -18%

Total 81.8 75.7 -7%

Adjusted Operating Profit

UK Agriculture 2.6 1.1 -56%

US Agriculture 1.8 2.7 50%

JV 1.4 1.4 -5%

Central (3.0) (3.0) 2%

Total 2.8 2.2 -24%

Adjusting Items

UK Agriculture (2.7) (2.7) 0%

US Agriculture (0.6) (1.8) 195%

Central (0.4) (4.5) 1016%

Total (3.7) (9.0) 141%

Operating Profit

UK Agriculture 0.3 (1.0) -491%

US Agriculture 2.2 1.7 -24%

Central (3.4) ( 7.5) 122%

Total (0.9) (6.8) 680%

In what has been a transitional year for the Agriculture business, FY24 has seen

significant activity impacting each of strategy, structure and operations:

Strategy:

• to develop a strategy for value

creation globally focused on

nutritional supplements for

pasture-based livestock,

• assess structure and operations

in existing markets to optimise

performance of core businesses

throughout economic / market

cycles,

• decisively address under-performing

and non-core businesses,

• explore opportunities to enter

new growing pasture-based

livestock markets.

Structure and Operations:

• establish a small global agriculture

management team,

• integrate UK operational management,

• take first steps to integrate UK and

Ireland operations,

• close one unproductive US site within

the core feed block business,

• develop a turnaround plan for the

production of boluses serving the UK

business,

• progress the closure of the loss-

making New Zealand operation and

establish as a distribution market,

• prepare for closure and sale of

the loss-making commodity feed

business – Afgritech, closed post year

end and reported as "discontinued".

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

FINANCIAL REVIEW CONTINUED

Discontinued Operations

As we position the Group to implement its focused Agriculture Strategy a number of activities of the Group in FY24 meet the

criteria for classification as "Held for Sale" or "Discontinued" under IFRS. As such the impact of these activities is excluded from

the detail of the primary statements with the net impact reflected under "discontinued" operations.

The full impact of these activities is presented above to give visibility of the profit and loss account on a basis comparable

with that presented in the FY23 Annual Report andAccounts.

These discontinued operations are:

1. The Group's Engineering Division. As announced in April 2024 the Group has been exploring means of optimising value

for its Engineering Division, a process which is ongoing and progressing positively.

2. Within Agriculture, the Afgritech business in Watertown, New York. This business was engaged in the supply of commodity

feeds to the dairy industry. In recent years it has been significantly impacted by movements in the canola commodity market.

As a consequence the business lost £0.5m at adjusted operating profit level in FY24 and is non-core to the future agriculture

strategy. The business was closed on 31 October 2024 with the assets of the business sold on 1November2024.

3. In the year the Group started the process to realise value for its non-core property portfolio comprising nine sites, one of

which wassold in the year, and the Group’s former head office premises inCarlisle.

US Agriculture

US Agriculture represents the Group’s New Generation

Supplements ("NGS") feed blocks business and the Afgritech

dairy feed business.

Early in the year the decision was taken to close the NGS loss-

making facility in Silver Springs, Nevada. This closure contributed

to an overall reduction in NGS revenue of 18% from a volume

reduction of 15%. Revenue was also impacted by reduced

molasses pricing. The impact of the closure of Silver Springs

combined with improved performance elsewhere resulted

in the NGS contribution for the year being up year on year

despite continuing challenging drought-led market conditions,

particularly in the southern USA.

In FY24 the Afgritech business continued to suffer from

structural movements in the commodity markets for soya and

canola. The decision was taken to close the business with

effect from 31 October 2024 and the assets of the business

were sold on 1 November.

Late in the year the ERP implementation across the remaining

NGS sites was completed, bringing the UK and US feed blocks

businesses onto a common system. The £0.8m exceptional

costs incurred in respect of this project in FY24 will be the final

significant costs for this multi-year project.

The closure of Silver Springs and the post year end closure

and sale of Afgritech also resulted in exceptional closure costs

totalling £1.9m.

Joint Ventures

The Group continues to target growth through its participation in

joint ventures in selected geographies. In FY24 our contribution

from joint ventures in Germany (1) and the US (2) was broadly flat

at £1.4m. During the year the Group supported the installation of a

second production line at the Gold Bar facility in the US, bringing

opportunity for future growth.

Central

Central costs in the year have been influenced by a number

of factors required in order to prepare the Group for the future

implementation of a focused agriculture strategy. Several of

these factors pull in differing directions from the perspective

of the level of resource required: 1) the end of the transitional

services agreement under which the Group provided services

to the acquirer of the Agricultural Supplies Division following

its sale in FY23, 2) the completion of the Agriculture ERP

implementation project, 3) the exploration of value for the

Engineering Division, 4) the simplification of non-core activities

through the process to dispose of investment properties and

to manage pension risk. For many of these activities FY24

and into FY25 have been transitional periods and the Group

is committed to materially reducing its central costs. In FY24

on an adjusted basis central costs were broadly flat on FY23

at £3.0m however Adjusting Items of £4.5m comprised costs

associated with pension de-risking (£3.2m) and restructuring

costs (£1.4m).

Carr's Group plc | Annual Report and Accounts 2024

Discontinued Operations

FY23 restated

£'m

FY24

£'m

Movement

Revenue

Agriculture 11.7 12.3 4%

Engineering 50.6 60.1 19%

Agricultural Supplies 53.2 – –

Total 115.5 72.3 (37)%

Adjusted Operating Profit

Agriculture (0.2) (0.5) 207%

Engineering 5.3 7. 2 37%

Agricultural Supplies (1.4) – –

Total 3.8 6.7 79%

Adjusting Items

Agriculture – (0.8) –

Engineering (2.3) (4.4) 91%

Agricultural Supplies – – –

Total (2.3) (5.2) 128%

Operating Profit

Agriculture (0.2) (1.4) 710%

Engineering 3.0 2.9 4%

Agricultural Supplies (1.4) – –

Total 1.5 1.5 3%

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

FINANCIAL REVIEW CONTINUED

Adjusting Items

As referred above, given the fundamental transformation of the Group that is in progress the level of adjusting items in FY24 is

significant. The Board consider that the level of adjusting items is necessary and justified in order to effect the transformation

and deliver a simpler and more resilient business. The adjusting items reflected in FY24 comparable reporting are:

Continuing

£’m

Discontinued

£’m

Total

£’m

Cash Items

Restructuring costs and costs to sell for disposal groups 2.1 1.2 3.3

ERP implementation 0.8 – 0.8

Pension de-risking 3.3 – 3.3

Profit on property sale (0.2) – (0.2)

Non-Cash Items

Asset impairments (excluding costs to sell for those assets held for sale) 2.9 4.0 6.9

Intangible asset amortisation 0.1 0.4 0.5

Total 9.0 5.6 14.6

Adjusting Items

In the year the Group recognised

adjusting items totalling £14.6m, of

which £7.1m were cash costs (now and

in the future) and £7.4m reflected non-

cash value adjustments. As indicated

above the Board considers that this high

level of charges was required to deliver

the transformation of the Group and

position it for growth through delivery

of its focused agriculture strategy.

Restructuring Costs

Restructuring costs in continuing

operations of £2.1m were incurred

primarily in restructuring the

central organisation and agriculture

management structure as well as in

the closure of the Silver Springs plant.

ERP Implementation

The ERP implementation within NGS

in July 2024 brought to an end the

multi-year project to implement a

standardised ERP system across the

UKand US feed blocks business.

Pension De-Risking

The Group has recognised past service

costs of £2.9m in relation to a Barber

Window equalisation adjustment

identified by the Trustees of the Scheme

during the year, which has been

recognised as an adjusting item (see

note 5 to the financial statements). This

equalisation adjustment was discovered

during the process undertaken to seek

an insurer from whom to purchase

an insured bulk annuity. This "buy-in"

process remains ongoing.

Profit on Property Sale

In the year the sale of the first (of ten)

non-core properties completed with a

small gain. The process to achieve value

for the remaining portfolio continues

with one disposal in October 2024

bringing in cash of £1.3m and a further

£2.6m expected in December 2024.

Asset Impairments

The Group reviews the carrying value

of its assets annually and where

appropriate adjusts the value down

through impairment. In the current year

the resultant impairments are:

• Continuing: £2.2m in respect

of the Animax business as a

result of continued challenges

in its bolus business and the

loss of its aquaculture contract.

Theunderperformance of the

business is being addressed as

amatter of urgency; and £0.7m in

respect of the closure of the Silver

Springs plant.

• Discontinued: £3.2m in respect of

assets in the Engineering Division

and £0.8m in respect of assets in

Afgritech LLC.

Restatement of Prior Year

Comparatives

In the Annual Report and Accounts for

FY23 the full Group at that time was

reflected in FY23 reporting. That Group

has been unchanged throughout FY24

however as disclosed above material

parts of the Group are disclosed as

Discontinued Operations in this Report

and prior year comparators are adjusted

to relate only to these continuing

activities in accordance with IFRS. Like

for Like results are presented to give a

view consistent with FY23 reporting.

In addition, given the reduced size of

the Group, two areas of accounting

have been reviewed and revised in the

year with the impact being a combined

increase to revenue and cost of sales

of £0.9m, FY23 impact of £0.9m (no

margin or profit impact in either year)

and an increase to assets and liabilities

of £1.9m (FY23: £2.3m) (no net assets

impact in either year). After discussion

with advisors the Directors felt that both

adjustments were appropriate given

the strict interpretation of current IFRS

given the reduced size of the continuing

Group moving forwards. The two items

have no impact on profitability or

net assets.

Carr's Group plc | Annual Report and Accounts 2024

Cash Flow and Net Cash/(Debt)

During the period the Group moved

from a position of holding net cash

of £4.2m to £4.5m (total Group) as at

the period end. The period end net

cash comprised £8.0m net cash for

continuing activities and £3.5m net

debt for discontinued activities. During

the period the operating activities

of continuing operations generated

£4.2m of cash with additional inflows

including dividends received from joint

ventures of £0.9m and the final £4.0m

deferred consideration from the sale

of the Agricultural Supplies Division in

FY23. Dividends of £6.0m were paid to

shareholders during the period.

Pensions

The Group operates defined

contribution and defined benefit

pension schemes. The defined benefit

scheme is closed to new members

and future accrual. During the period

the Board, working with the defined

benefit scheme trustees, have been

exploring the viability of conducting a

‘buy-in’ of the pension scheme in order

to de-risk the future position of both

the Company and members. During this

process a prior shortfall in accruals for

past service costs came to light dating

from equalisation of retirement ages in

the1990s. A one-off charge of £2.9m

hasbeen made in the year to address

this shortfall.

This one-off charge has contributed

to a reduction in the net pension asset

recognised on the balance sheet from

£5.3m to £1.8m. The other movements

were increases in assessed obligations

of £1.0m offset by an increase in fund

assets of £0.4m. The net pension asset

reflects assets of £48.2m and assessed

liabilities of £46.4m.

Gavin Manson

Chief Financial Officer

11 December 2024

Alternative Performance

Measures

The Strategic Report and this Financial

Review include references to both

statutory and alternative performance

measures (‘’APMs’’). The principal APMs

are intended to give the reader visibility

of the potentially recurring performance

of the business and as such measure

profitability excluding items regarded

by the Directors as adjusting items (note

5). These APMs, generally referred to as

"adjusted" statutory measures are used

in the management of the business and

also in assessing some performance

objectives under the Group’s incentive

plan. A glossary and reconciliation of the

APMs is included on pages 211 to 212.

Finance Costs

Net finance income from continuing

activities of £0.3m and net finance costs

from discontinued activities of £0.7m

reflect the higher working capital nature

of the Engineering businesses held as

discontinued and the retention of cash

centrally. The combined finance cost

of £0.3m (FY23 on a like-for-like basis:

£0.4m) reflects the impact of reduced

interest rates and focus on working

capital management.

Profit Before Tax

Adjusted profit before tax of £2.5m for

continuing operations represented a

reduction on a comparable basis from

£2.9m in FY23. This reflects the impact

of transitionary costs discussed above.

The loss before tax of £6.5m (FY23: £0.8m)

reflects the significant reorganisation and

restructuring costs outlined above.

Taxation

The net tax credit of £0.4m reflects a tax

credit on continuing operations of £2.0m

and a tax charge from discontinued

operations of £1.6m.

Earnings Per Share

The total loss attributable to the equity

shareholders of the Company amounted

to £5.7m, equating to a basic loss per

share of 6.1 pence. The basic loss per

share on continuing operations was

4.8 pence. The adjusted profit per share

for continuing operations was 2.6 pence

(FY23 restated: 2.5 pence).

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

KEY PERFORMANCE INDICATORS

Sales volumes

(Continuing operations)

Operating cash flow

(Continuing operations)

Near miss and hazard observations

(Continuing operations)

Trading KPIs

Revenue in isolation is not necessarily an indicator of performance

in our Agriculture Division, which is volume-driven and potentially

subject to significant raw material price variations, which may be

passed on to customers. Feed block volumes are monitored as part

of our sales performance management, alongside selling prices and

gross margins. The year-on-year decrease in revenue is driven by a

reduction in volumes across our wholly-owned businesses.

This KPI indicates how much cash is being generated by the Group’s

continuing operations, before being utilised for capital investment,

paying dividends, or repaying borrowings. The improvement in cash

inflow during FY24 reflects a decrease in inventories since last year

as well as the benefit of taxation repayments.

By reporting near misses and potential hazards, the business can

identify underlying safety risks and take proactive action to ensure

these do not escalate into incidents impacting our people, customers

and suppliers. We encourage all employees to report any hazards

they observe, no matter how insignificant they may seem. A long-term

trend of increased reporting numbers is a positive indicator of our

safety culture becoming embedded across the business.

86,177 tonnes

82,803 tonnes

103,186 tonnes

FY23

FY24

FY22

£(2.9)m

£4.2m

£0.9m

FY23

FY24

FY22

FY23

FY24

FY22

82,803 tonnes

£4.2m

We monitor our growth and health as a business, and our performance

against strategy, using the following key performance indicators.

Non-Financial KPIs

Carr's Group plc | Annual Report and Accounts 2024

Gross margin

(Continuing operations)

Return on net assets

(Continuing operations)

Reportable incident rate

(Continuing operations)

Adjusted Group operating margin

(Continuing operations)

Net (cash)/debt to adjusted EBITDA

(Continuing operations)

Intensity metric (tCO

e per £m turnover)

(Continuing and discontinued operations)

This reflects the ability of the Group to service its debt.

The negative measurement at the end of both FY24 and

FY23 results from the net cash position of the Group at both

balance sheet dates.

We carefully monitor our carbon emissions and are developing

a strategy to ensure that these continue to reduce as we work

towards achieving net zero status in the long term.

The gross margin for our Agriculture Division is impacted by

the drivers of changes in revenue (volume and price) as well

as fluctuations in raw material costs. In FY24, we saw raw

material costs reduce after extreme increases in FY23 and

this, along with an increase in volumes sold, has contributed

to a margin improvement.

This calculation takes adjusted profit before taxation generated

over the assets used to deliver that profit. The decrease in FY24

is mainly driven by the lower adjusted profit before taxation

in the year, partially offset by a decrease in net assets (for

continuing operations only) driven by inventory reductions.

We ensure that information relating to all injuries and potential

incidents, no matter how serious, is properly captured and

reported to enable us to continually improve the health and

safety of our people whilst at work. One RIDDOR injury was

reported in the year (down from two in FY23). Further details

on H&S performance are contained on pages 44 to 45.

* Prior year figures have been restated to reflect continuing operations only.

The operating margin reflects the gross margin achieved,

as well as the distribution costs and administrative expenses

required to support our operations. The decrease against last

year reflects the reduction in adjusted operating profit in the

Agriculture Division, as well as the Group’s central costs being

attributable to continuing operations only.

17.4%

18.8%

20.4%

FY23

FY24

FY22

7.0%

6.1%

12.6%

FY23

FY24

FY22

1.23

1.71

1.80

FY23*

FY24

FY22*

2.9%

8.5%

3.5%

FY23

FY24

FY22

(3.28)

(0.38)

0.93

FY23

FY24

FY22

FY23

FY24

FY22

18.8%

6.1%

2.9%

(3.28)

1.71 47

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

PRINCIPAL RISKS AND UNCERTAINTIES

The future success of the Group will

depend on our ability to fully exploit

the opportunities afforded by our

strategy whilst managing the risks

inherent in both our strategy and

the global environment in which

we operate.

Our approach to risk

management

The Group operates a structured

approach to risk management designed

to ensure a systematic and planned

approach to identifying, assessing,

mitigating, and monitoring risks

throughout the Group.

The Board has overall responsibility for

the risk management framework. Risks

are assessed and managed at the lowest

relevant organisational level in the Group

and reported, reviewed and assessed by

an executive risk management process

leading to Audit and Risk Committee

review of Operational Risks and Board

review of Strategic Risks and key

Operational Risks.

Risk appetite

The objective of the risk management

framework operated across the

Group is to achieve a balanced

approach to acceptance of the level

of entrepreneurial risk necessary for

the Group to achieve its strategic and

operational objectives. In doing this

the Group identifies and manages risks

to the extent appropriate in order to

have comfort over the ability of the

Group to deliver its financial, social

and environmental objectives.

In order to assist in this process,

the Board regularly undertakes an

assessment of risk appetite across

a broad range of financial and non-

financial risks identified as being

relevant to the Group, its strategy and

stakeholders. This assessment of risk

appetite is key in informing decisions

over the level of risk management or

avoidance that is required in respect

of each risk.

Board assessment of

compliance with the risk

management framework

The Board regularly carries out an

assessment of the principal risks facing

the Group together with any emerging

risks. This is supported by the Audit

and Risk Committee which undertakes

regular reviews of operational risk

registers and an annual review of the

risk management system.

The Board, through the Audit and Risk

Committee, also considers the internal

controls in place across the Group and

whether these provide assurance over

the Group’s risk management framework.

During the year, no significant incidents

arising from internal control failure were

identified, however an internal review

of controls and processes identified a

number of weaknesses in the control

environment and operation of controls,

primarily as a result of the decentralised

control structure inherent in the Group

organisational design. Prioritised actions

to improve the control environment

were implemented immediately

with actions aligned with Group

transformation being implemented

inastructured process.

Principal risk factors

In the year under review and until any

sale of our Engineering Division, our

business operates across two distinct

sectors and serves a wide variety of

industries, making it subject to a wide

range of risks and uncertainties. On the

following pages we have identified the

risks we regard as most significant to the

Group as well as steps being taken to

mitigate these risks where possible.

The risks identified below are those

deemed most critical to the Group, with

the potential to impact the Group as a

whole or one or both operating divisions

to a significant extent at Group level.

This requires us to identify and maximise the opportunities generated by our businesses

and the markets in which we work, whilst operating an embedded approach to risk

management which puts risk, risk appetite and opportunity assessment at the heart

of our strategy and operations.

Carr's Group plc | Annual Report and Accounts 2024

Change in risk (increase/decrease/no change)

Risk Description of the risk What we are doing to manage the risk

Reliance on

Key Customers

and Customer

Demand

The Agriculture Division relies on a specific range of

products and on customers primarily located in the

UK and North America. There is a risk that external

factors can materially impact the cost of products,

affecting manufacturing costs, selling prices and

therefore associated demand levels.

The Engineering Division is a global business and

less susceptible to those factors, although it remains

heavily focused on the nuclear sector.

The strength of our brands allows the Agriculture

Division to maintain long-term relationships with

key customers. Ensuring our products evolve to

meet customer needs and expectations will allow

the existing customer base to be maintained and

expanded.

In Engineering, we assess the suitability of our

products and services to opportunities in sectors

beyond nuclear to widen our customer base.

Political and

External Societal

Factors

The rise in importance of sustainable business

practices creates risks regarding the ingredients

we source and how these are used during our

production processes.

Changes to farming policies in the UK and North

America can impact our Agriculture Division and we

are sensitive to risks regarding trade agreements

covering either territory.

Our product management capability has been

enhanced to allow us to commit to supporting

decarbonisation, both in the products we supply to

customers and in the ingredients used.

We monitor legislation across the markets in which

we operate and assess the impact of changes

proposed and made on our businesses.

Economic

While the high inflation levels seen during FY23

have receded, input costs of our products have

not significantly reduced. The Agriculture Division

must consider the risk of our customers deciding

to use cheaper, less effective alternatives to our

premium products.

The Group monitors raw material and commodity

pricing, buying forward where we expect this to

minimise input costs for us and our customers.

Where macro-economic trends dictate a likely

increase or decrease in demand for our products,

we adapt production plans accordingly which allows

us to cope with recessionary periods as well as

increased levels of demand.

Supply Chain

and Operations

Both Divisions are reliant on particular raw materials

and components which, if not available in the

quantities and quality required, would pose a

significant risk to the Group’s operations.

The Group operates specific activities across

multiple sites, with minimal crossover of equipment

and capability. This poses a risk that a stoppage in

production at specific sites could pose a material

risk to the Group.

The Group has strong, long-term relationships with

strategically important suppliers in both Divisions

and our procurement capability, particularly in UK

Agriculture, has been enhanced during the year.

Supplier selection and buyer processes have been

improved to reduce reliance on single sources of supply.

During the year, we have completed a set of business

continuity plans, for each location across the Group,

which aim to minimise the time taken to restart

operations in the event of an unexpected shutdown.

Acknowledging the bespoke nature of production

at each of our locations, we also retain insurance to

protect against the cost of major business interruptions.

Legal, Regulatory

and Reputational

Our Agriculture products are critical components

of the food chain and any failures in our quality

management system could mean that these

products do not meet regulatory requirements.

The products and services of our Engineering

Division are often used in extremely hazardous

environments, meaning any product failure carries

a reputational risk. These projects also carry risks

related to unfavourable contractual terms and

potential margin erosion.

Our technical leaders monitor the regulatory

environment across the Agriculture Division and all

existing and new product registrations are subject to

a rigorous process.

The Engineering Division follows robust quality

management processes and each business is staffed

by experienced and qualified personnel. We have

invested in staff training and in equipment to ensure

that all products are fit for purpose prior to customer

delivery and installation. Major bids are subject to

Board review, while those of smaller value follow a

well-established review and approval process.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Risk Description of the risk What we are doing to manage the risk

Health and Safety

There is a risk that health and safety hazards

could cause harm to customers, employees

or the general public.

Health and safety performance is reviewed at all

Board meetings and the Board consider this a priority

for the business. The Group’s health and safety

programme is founded on a learning culture, which

aims to ensure early identification of potential risks

and hazards as well as empowering all employees to

report these.

Health and safety audits take place regularly at

all sites, with most locations supported by on-site

functional safety experts who provide oversight

and supervision of routine activities. The Group

also has an occupational health programme

in place for employees.

People

Human capital is our most valuable asset and the

success of the Group relies on being able to attract,

integrate and recruit talented people. Strategic

growth will be founded on the skills, experience and

knowledge of all colleagues.

There is a risk that a failure to retain critical capability

will impact the Group’s performance and progress to

our strategic objectives.

During FY24, the Group has enhanced its talent

management programme, with improved recruitment

and induction processes. Succession plans are

embedded in both Divisions and changes made to

our organisational structure has improved focus and

support for the development of our people.

Our remuneration policies are designed to ensure we

are competitive in the locations in which we operate

and that once recruited, employees are motivated to

progress their careers with the Group.

During the year, the Agriculture Division undertook

an employee engagement initiative which allowed

all employees to provide feedback on all aspects of

the business. Actions in response to that feedback

are underway across the Group and all colleagues

have been encouraged to participate in these. This

process was aimed at maintaining and improving,

where necessary, working environments for all

colleagues across the business.

The Engineering Division continues to invest in

young, local talent through apprenticeship schemes

and placements in the UK and Germany. Our

partnership with a local training provider in the UK

has been successful in developing a pipeline of

talent to support growth in this business.

IT and

Cyber-Security

Data confidentiality and financial loss are at risk from

a successful cyber-attack on the Group. Technology

plays a key part in supporting the business and all

systems must be secure and reliable. We continue

to invest in new technology, as witnessed by the

implementation of a new ERP system in our US feed

blocks business.

Our centrally managed IT function allows us to

maintain consistently high cybersecurity standards

across the entire business. Our systems are

supported by a team who review internal practices

as well as the nature and risk associated with

external threats. Our IT solutions are assessed and

tested by third parties where appropriate.

All major IT initiatives are governed by robust project

management processes and in the case of the US

feed blocks ERP, the Board was updated regularly

on progress.

Change in risk (increase/decrease/no change)

Carr's Group plc | Annual Report and Accounts 2024

Risk Description of the risk What we are doing to manage the risk

Treasury

The Group must manage its funding facilities to

ensure that all businesses can operate on a day-to-

day basis as well as invest in growth opportunities.

Failure to adequately control funding and accurately

forecast cash flows creates risk.

Following the sale of the Engineering Division,

there is a risk that the reduced size of the Group’s

continuing operations will mean a decrease in the

level of funding facilities available.

The Group has international businesses which mean

fluctuations in the value of currencies can impact

the results through transactional and translational

exchange movements. Translational exchange rate

risks can impact the translated value of assets and

earnings of foreign subsidiaries and joint ventures.

The Group renewed its banking facilities in

December 2023 and these expire in December 2026.

These facilities are regularly reviewed by the CFO

and the cash position of the Group is reviewed

every week.

The Group’s bankers are aware of our strategic

intentions, and we will continue to work closely

with them to ensure a level of funding is available

commensurate with the size of the Group going

forward. The Board will consider available funding

while assessing the allocation of capital following

the sale of the Engineering Division.

The forecast cash position is assessed regularly and

the Group maintains a flexible funding position to

minimise its interest costs where possible.

Climate Change*

The Agricultural Division is at risk of being impacted

by climate change, in respect of changing weather

patterns as well as the availability and cost of raw

materials, as well as how sustainably these can

be sourced. If the pace of demand for sustainable

products outstrips our ability to innovate, there is

also a risk of product obsolescence.

Climate change can pose a risk to the Engineering

Division, notably at Chirton Engineering, a business

operating in the oil and gas sector and therefore at

risk to the impact of fluctuations in the oil price.

The diverse locations in which the Agriculture Division

operates offers some mitigation against climate

change risk and local weather volatility. Our focus

on international growth markets, away from the UK

and North America will provide further mitigation

and will see the development of products which

thrive in different environments. Our investment in

procurement resources in the UK will allow us to

better manage the sourcing of raw materials in future.

Business development focus at Chirton Engineering

has been on diversification away from oil and

gas into new sectors including aerospace and

renewable energy.

* Further details of climate related risks and opportunities can be found on pages 46 to 64 (inclusive).

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

VIABILITY STATEMENT

In accordance with provision 31 of the UK Corporate Governance Code 2018, the Directors

have assessed the viability of the Group over a three-year period to August 2027, taking

account of the current financial position, future prospects and the principal risks, as detailed

on pages 28 to 31 (inclusive).

The Group’s strategic planning process

is led by the Chief Executive, supported

by his leadership team. The Board

participates in the review process,

offering a broader perspective on our

markets and the macro-economic

environment. The key deliverable

from this process is a strategic plan,

underpinned by financial forecasts

which consider the period to August

2027. The Group’s operating budget for

the year to 31 August 2025 is the basis

for the first year of these plans and is

reviewed and re-forecast, if required, on

a regular basis during the financial year.

As noted on page 18, the proposed

disposal of the Engineering Division

represents the next stage of the

Group’s strategy and scenarios

which considered a successful and

unsuccessful sale were considered

during the process. Given the

uncertainty over the precise timing of

any disposal of this division, a variety of

scenarios for FY25 were modelled and

those most likely to arise presented to

the Board for review.

The Group remains in a net cash

position, supported by bank facilities

which were renewed in December 2023

and fall due for expiry in December

2026. The initial cash received from the

sale of the Agricultural Supplies Division

in October 2022 was augmented by

receipt of £4m cash during FY24,

the final settlement related to that

transaction which complemented

operating cash generation during

theyear.

The Group’s bank facilities have a

range of maturity and renewal dates,

some of which fall within the three-

year period covered by the viability

review. The change in the Group’s size

and structure following a disposal of

the Engineering Division will result in

a reduction in the Group’s facilities, to

a level more commensurate with the

remainingbusiness.

The Board continues to believe that

a period of three years to 31 August

2027 is the most appropriate for the

purpose of a viability assessment, based

on the strategic planning undertaken,

the immediate benefit from changes

in the Agricultural Division structure

(e.g. the disposal of trade and assets

of Afgritech) and the predictability

of demand over this period for beef,

lamb and dairy (and by extension,

ourproducts).

The Group’s principal risks are set

out on pages 28 to 31 (inclusive) and

summarise those matters that could

prevent the Group from delivering on

its strategy. A number of other aspects

of the principal risks – because of their

nature or potential impact – could also

threaten the Group’s ability to continue

in business in its current form if they

were to occur. Of the principal risks

identified, the two most important to the

assessment of the viability of the Group

remain the same as they were last year:

1. Reliance on key customers

andcustomer demand

2. Supply chain and operations

From the modelling undertaken, it was

determined that neither of these risks,

either in isolation or in aggregation,

would compromise the Group’s viability.

In addition, a variety of scenarios beyond

those included in the Group’s strategic

plan have been tested and their financial

impact estimated and quantified. These

estimates have been overlaid on the

detailed financial forecasts, to represent

severe but plausible scenarios that the

Group could experience.

These wider scenarios are considered

individually and in aggregate during

this exercise, to ensure that the

impact of unconnected scenarios on

profitability and related cash flows is

fully considered. This acknowledges

the diverse nature of the business

both by division and geography.

The results confirmed that the Group

would be able to withstand the impact

of these scenarios during the forecast

period under review. In addition, the

Group has options to mitigate these

scenarios and to maintain cash flow,

including restricting capital expenditure

and lowering potential returns

toshareholders.

The Group also considered the impact

of a failure to dispose of the Engineering

Division, but concluded that the

expected FY25 trading performance and

strength of the order book would deliver

positive cash generation from that

division in the short and medium terms.

As part of our Task Force on Climate

related Financial Disclosures (“TCFD”)

the Group has assessed potential

financial impacts from climate change

to the business. The TCFD disclosures

consider how financial performance

may be impacted by climate change

including supply chain disruption,

inflation in raw material costs and any

significant changes in climate-related

policy (as well as any associated

increase in regulatory costs). None of

the physical and transition risks which

are considered material to our business

would present a risk to viability over the

planning period. These risks are detailed

on pages 28 to 31 (inclusive) and 46 to

64 (inclusive).

Based on their assessment of prospects

and viability above, 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

ending 31 August 2027. The Directors

also considered it appropriate to

prepare the financial statements on the

going concern basis, as explained in the

Basis of accounting, and Going concern

paragraphs in the Principal Accounting

Policies on page 147 of the accounts.

Carr's Group plc | Annual Report and Accounts 2024

SUSTAINABILITY AND IMPACT REPORT

During FY24 we reviewed and refined our

strategic approach to ESG. Weidentified

specific categories across each of the

three ESG sections as set out below:

Underpinning this is a revised governance structure to ensure Board oversight

that our business practices are sustainable and impact the areas most important

to Carr’s. Further details are on the pages which follow.

Our Sustainability and Impact Report also contains details of our Health and Safety

reporting (pages 44 and 45 (inclusive)), and TCFD reporting (pages 46 to 64 (inclusive)).

1. Environmental…

– operating

our facilities

– developing our

products

– reporting

transparency

2. Social…

– improving our

workplace

– developing

our people

– enhancing

diversity

and inclusion

– engaging

with our

communities

3. Governance…

– accountability

and oversight

– acting with

integrity

Carr's Group plc | Annual Report and Accounts 2024

Overview Strategic Report Corporate Governance Financial Statements

We are acutely aware of our responsibility to contribute positively to the global environment

and believe our products and services support that.

Our agriculture products have been developed over many years to complement grass-based

livestock farming, while our engineering business supports the increasing demand for

sustainable energy solutions worldwide.

Environmental

Operating Our Facilities

Progress on our sustainability goals

requires the support of all our

colleagues across the business.

Their knowledge journey begins with

our new starter induction process, which

covers our approach to the environment

and sustainability. To provide focus

on our environmental objectives, we

established Green Teams at all Carr’s

Group sites during FY23. Our Green

Teams are responsible for considering

resource efficiencies together with the

environmental and social impacts of

our business at a local level.

Green Teams have been crucial in

promoting sustainability and advocating

and implementing sustainable practices

across our businesses. Local initiatives

delivered in FY24 include:

• Increased energy efficiency through

investment in voltage optimisation and

low-energy, motion-controlled lighting

• Lower vehicle emissions by

introducing more electric and hybrid

vehicles to our fleet, as well as

improved journey planning to

reduce traffic between sites

• Waste reduction by eliminating

consumable items from processes

and working with suppliers to provide

sustainable alternatives

Developing Our Products

The evolution of our products is critical

not only to the ongoing success of the

business but also to supporting our

environmental objectives. In Agriculture,

we continue to promote the use of the

Bio-tub

, a patented container made

from a blend of ground straw and

wood fibres, which over time, breaks

down, degrades, and disappears.

We also review the recipes for our

supplementation products and FY24

saw a new product introduction at

Afgritech, one of our US subsidiaries,

with reduced palm fat, lessening the

deforestation impact of that product.

In UK Agriculture, we have invested

in a new technical team, bringing

greater capabilities to deliver enhanced

products which will consider not

only the environmental benefit to our

customers and their livestock, but

also the raw material inputs and their

associated impact on the planet.

Reporting Transparency

We are mindful of our wider

responsibilities across the sustainability

agenda and during the year we have

revised our governance structure

to recognise this. In May 2024 we

established a Sustainability and Impact

Committee ("S&IC") to ensure we

focused on the social and governance

aspects of the business, complementing

the existing environmental activities.

The role of the Steering Committee is to

advise the Board on the development,

review and oversight of the Company's

sustainability and impact strategies,

targets, key performance indicators,

policies, procedures, reporting and

disclosures. The Committee is chaired

by our CEO and comprises senior

leaders from across the business.

During FY23 we introduced a reporting

platform across the Group, allowing

us to accurately measure our carbon

footprint, provide insights into each site

and make informed decisions on carbon

reduction strategies. This continues to

be an important pillar in measuring the

progress of our environmental strategy.

This platform will enable us to establish

the full carbon footprint and impact

on our environment under Scopes 1, 2

and 3, which will underpin our journey

to net zero by 2050. This year has seen

the Group take its first step towards

reporting on Scope 3 emissions with

an exercise undertaken this year to

measure employee commuting, and the

associated carbon emissions (see pages

35 and 36 for details). By investigating

employee commuting patterns and

quantifying the associated carbon

emissions, we can identify opportunities

to reduce the carbon footprint

associated with the Group. Improved

understanding of commuting, and travel

in general, will also allow us to consider

the impact of this on our colleagues'

wellbeing and safety.

There are a wide variety of Scope 3

emissions which impact the Group

meaning that reporting will take time

and be progressed over the coming

years. We continue to partner with

World Kinect to record Scope 1 and 2

emissions as well as develop our

Scope 3 reporting.

SUSTAINABILITY AND IMPACT REPORT CONTINUED

Carr's Group plc | Annual Report and Accounts 2024

Looking Forward

We have a target of 3.4% energy

reduction year on year which will result

in achieving Net Zero by 2050. The

reduction in energy use during FY24 was

2%, following a 9% reduction in FY23. We

will continue to challenge ourselves to

deliver on our commitments in advance

of 2050.

TCFD

Information in relation to the Task

Force on Climate-Related Financial

Disclosures ("TCFD") can be found on

pages 46 to 64 (inclusive).

Streamlined Energy and

CarbonReporting (“SECR”)

Energy

Energy use across the Group in

the year totalled 34,202,553 kWh

(FY23:34,734,015 kWh) of which

10,554,475 kWh of which is attributable

to UK operations

(FY23: 8,789,192 kWh).

Methodology

The methodology used followed the

2019 HM Government Environmental

Reporting Guidelines and GHG

Reporting Protocol – Corporate

Standard. The 2023 UK Government's

Conversion Factors for Company

Reporting for all fuels with the exception

of electricity use outside of the UK

was also used. The 2023 United States

Environmental Protection Agency ("EPA")

emissions factors have been used for

electricity consumed in the USA with

respect to regional relevance and 2022

Association of Issuing Bodies ("AIB")

emissions factors have been used for

electricity used in Germany. We have

used an operational approach to define

our boundary and scopes.

The primary source for gas and

electricity energy consumption is

supplier invoices. Where supplies are

not directly billed, the consumption

data was provided by the landlord.

The primary source of data for all other

fuels was delivered quantities. Mileage

data was primarily used to calculate

transport usage. Where data was

unavailable consumption was estimated

based on historic mileage data.

The information used to compile the

SECR (Streamlined Energy Carbon

Reporting) data was collected and

reported in line with the methodology

set out in the UK Government’s

Environmental Reporting Guidelines 2019.

Scope 1 emissions are direct

greenhouse gas ("GHG") emissions

that occur from sources that are

controlled or owned by the Group and

include LPG, mains gas, gas oil, and

company vehicles. Scope 2 emissions

are indirect energy emissions from

electricity purchased by the Group. We

report in terms of CO

e (Carbon Dioxide

Equivalent) which includes CO

and

other greenhouse gases which enables

reporting based on their relative global

warming potential. Reporting in this way

provides a truer figure of the Group’s

impact on the environment.

Scope 3 Emissions

As Scope 3 emissions are associated

with the operations of the Group that are

not under our direct control, we remain

in the process of collecting primary

data from all our sites, with further

engagement with our supply chain

required to provide an accurate baseline.

As noted above, we have established a

baseline for employee commuting.

Scope 1 and 2 Emissions

tCO

FY24

Change versus

FY23 FY23

Change versus

Baseline

FY21

SCOPE 1

Agriculture UK 977 848 896

Agriculture overseas 3,649 4,033 4,977

Engineering UK 183 206 170

Engineering overseas 55 51 5

Head office 199 18 21

Total Scope 1 (tCO

e) 5,062 2% 5,156 17% 6,069

1. The figures represent Carr’s Group plc’s operationally controlled sites and do not include other sites such as joint ventures where Carr’s Group plc has no operational control.

2. Figures for FY24 and FY23 are for electricity, LPG, mains gas, gas oil, and company vehicles.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

tCO

FY24

Change versus

FY23 FY23

Change versus

Baseline

FY21

SCOPE 2

Agriculture UK 380 330 431

Agriculture overseas 909 978 885

Engineering UK 284 276 302

Engineering overseas 279 308 199

Head office 24 27 30

Total Scope 2 (Location-based) (tCO

e) 1,877 2% 1,919 -2% 1,847

Agriculture UK 466 238 33

Agriculture overseas 909 978 885

Engineering UK 6 22 –

Engineering overseas 101 99 199

Head office – – –

Total Scope 2 (Market-based) 2 (tCO

e) 1,482 -4% 1,428 -33% 1,117

Total Scope 1 kWh's (inc grey fleet Sc3) 27,416,549 28,013,899

Total Scope 2 kWh's 6,786,004 6,720,116

Total Global kWh's 34,202,553 34,734,015

Total UK kWh's 10,544,475 8,789,192

Total emissions (tCO

e) Scope 1, 2 &3 6,964 2% 7,075 12% 7,916

Agriculture UK 1,357 -15% 1,178 -2% 1,327

Agriculture overseas 4,558 9% 5,011 22% 5,862

Engineering UK 468 3% 482 1% 472

Engineering overseas 333 7% 360 -63% 204

Head office 248 -456% 45 -385% 51

Intensity metric tCO

e/£m turnover 47 4% 49 66

£m Turnover 147 143 120

1. The figures represent Carr’s Group plc’s operationally controlled sites and do not include other sites such as joint ventures where Carr’s Group plc

has no operational control.

Scope 3 Emissions

Commuting

miles

Employee tCO

SCOPE 3

Agriculture UK 387,170 99

Agriculture overseas 244,304 69

Engineering UK 646,783 166

Engineering overseas 380,683 100

Head office 85,849 18

Total 1,744,789 453

1. Mileage included in the employee commuting footprint includes travel by petrol, diesel, electric and hybrid vehicles as well as that completed on foot, by bicycle or

motorcycle. No prior period comparatives are available as data was not recorded in previous periods.

SUSTAINABILITY AND IMPACT REPORT CONTINUED

Carr's Group plc | Annual Report and Accounts 2024

As at the date of this report there were 626 colleagues across the Group with 406 located in

the UK, and 220 overseas. Building and retaining a skilled and motivated workforce is crucial

for the Group and we understand the importance of investing in our colleagues and supporting

them, ensuring that we have the appropriate skills the Group needs now and in the future.

Social

Improving Our Workplace

The execution of the first stage of

the Group’s strategy, the disposal of

the Agricultural Supplies business in

October 2022, has driven significant

changes across the Group. Our focus on

the two remaining Divisions, Agriculture

and Engineering, has provided

opportunities to improve the workplace

experience for many colleagues.

Our People strategy is founded on

a restructured Human Resources

function, with central oversight reduced

and business partners joining the

leadership teams in both Divisions.

These new roles allow us to focus on

the specific demands in each business,

better understand the needs of our

colleagues and develop the capabilities

needed to deliver profitable growth for

the Group.

Colleague Engagement

Improving access to communications

has been a priority, with efforts ongoing

to ensure all office-based colleagues

have access to the Group’s intranet,

CarrsConnect. This is an intranet

platform where key messages are

posted and employee news is shared.

During FY24, this has been expanded to

include news from across our sites, an

interactive health and safety platform,

a more accessible approach to benefits

and advice, as well as a database of

policies and procedures. CarrsConnect

will evolve to provide easy access to

information for colleagues, particularly

as we explore ways to improve

communications with those colleagues

who are not office-based.

Communication with colleagues is

also essential for our Board to operate

effectively. Interaction with our Non-

Executive Directors can empower

colleagues, foster inclusivity and

enhance the Board’s understanding

of the business and our people. Board

meetings can be held at operational

sites and individual members of the

Board have also visited locations in

the UK, US and Germany during FY24,

providing a valuable opportunity to

meet our teams and view the operations

of the Group.

Colleague Well-being

Our Employee Assistance Programme

covers all UK employees, with

alternative local programmes available

for Germany and USA. The programme

has continued to support colleagues

through FY24 with a range of support

for mental health, financial issues,

legal support, and medical assistance.

Colleagues have access to a 24-hour

helpline where online information,

advice and newsletters are published.

We understand that colleague well-

being is critical to sustained productivity

and engagement, and refreshed

wellness programmes, focused on

mental health and work-life balance,

are being developed as part of our

social pillar within the People plan.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

Developing Our People

We believe our people are our greatest

asset. By nurturing their talents, fostering

a culture of continuous learning, and

providing opportunities for career

development, we ensure our team is

equipped to meet future demands.

Throughout the past year, we have

prioritised initiatives that empower our

employees with the skills and resources

they need to excel. Our focus on

professional growth enhances individual

performance and drives collective

success across the organisation.

We believe our people understand

what is needed for us to invest, grow

and evolve as a Group, so we launched

our inaugural Ideas Workshops across

most of the business to hear their voice.

These sessions were designed to

encourage colleagues to give feedback

on where we can improve performance

across the business, and how they felt

we could deliver meaningful change.

One aim of these sessions was for

all colleagues to feel empowered to

contribute to the Group. We asked

everyone to:

• Speak up

• Solve it

• Shape our Future

These sessions delivered hundreds of

ideas for improvement, with themes

as diverse as improving channels for

customer feedback, investing in our

facilities and reducing our impact on

the environment. We have created

project teams to define and execute

key, large-scale initiatives but have

also, for the first time, set up dedicated

Action Communication Teams ("ACT")

across our sites. The ACTs are local,

site-specific teams who will work

with senior leadership to deliver and

implement local suggestions which have

been collated from the sites. We are

committed to regularly showcasing these

initiatives to the Board, which will provide

another opportunity to improve Board

engagement with the wider workforce.

Many of these initiatives provide

opportunities for colleagues to learn new

skills, be involved in projects which would

fall outside their normal responsibilities

and to work with colleagues from across

the business. These activities will form

a key part of the development of our

workforce, individually and collectively,

going forward.

One ongoing initiative is the Carr’s

Engineering Skills Academy, based

in Carlisle, where we actively support

homegrown apprentices and their

professional development. By investing

in the growth of employees and the

community at large, we are confident

in the Group’s ability to achieve

sustainable success in the years ahead.

Learning and development continue

to be focal points at all levels, for new

and existing colleagues. Colleagues

are required to complete mandatory

training modules upon joining the

Group and periodically throughout their

career with Carr’s. We reviewed and

made improvements to our Learning

and Development framework to ensure

its relevance to individual roles and

effectiveness in meeting evolving

organisational needs, all of which

has led to a more tailored approach

for our colleagues. We recognise

that continuous feedback and clear

performance expectations are crucial

to maintaining a high-performing

workforce. To this end, our Performance

Development Reviews ("PDRs") have

been a cornerstone of development

plans, helping individuals grow while

contributing to the Company’s overall

success. Our PDR process is designed

to ensure that all colleagues’ objectives

are aligned with the Company’s strategic

goals by setting clear expectations,

regularly reviewing progress, and

providing constructive feedback.

Employee Recruitment

andRewards

The Group’s approach to colleague

reward is aligned with national

standards, and we regularly review our

rewards package to ensure it remains

competitive. In the UK we have a

comprehensive benefit package which

includes Pensions Contributions, the

Employee Assistance Programme,

Cycle Scheme, Tech Scheme, Give-As-

You-Earn and Carr’s Go Green electronic

vehicle scheme. Internationally,

there are localised benefits which

include subsidised gym membership,

cycle to work scheme, flexitime, and

performance bonuses.

Recruitment processes for leadership

and senior roles throughout the Group

are overseen by our HR leaders,

who encourage internal candidates

alongside external applicants. In

certain cases, independent recruitment

consultants are used to ensure that we

have access to the best talent in the

market. Throughout the year, the senior

leadership team evaluate succession

planning for management roles and

key personnel, as well as leadership

development initiatives and training

programmes across the Group. There

is also now an increased emphasis

on talent management on the Board

agenda, with twice yearly talent

reviews scheduled.

The Sharesave ("SAYE") scheme,

available to all qualifying employees,

including Executives, offers a valuable

opportunity to participate in any success

of the Group. This is a UK-based,

HMRC-approved initiative, based on

a three-year savings contract, which

allows participants to purchase shares

at a discounted price after the specified

period. No performance conditions are

attached, offering a straightforward path

for participants to exercise their options

under the scheme and share in the

success of the Group.

SUSTAINABILITY AND IMPACT REPORT CONTINUED

Carr's Group plc | Annual Report and Accounts 2024

Enhancing Diversity and Inclusion

We understand the strength derived

from a range of diverse and new

perspectives and seek to embrace that

in our approach to recruitment, retention

and reward. The Group recognises the

importance of attracting the broadest

and most diverse range of candidates

for all roles within our businesses, and

the benefit such wide-ranging skills,

expertise and experiences brings to

the Group.

We have clear policies in place to

ensure that all decisions relating to

employment practices will be objective,

free from bias, and based upon the

individual needs of the businesses

within the Group. There is a Board

Diversity and Inclusion Policy which

supports the Group’s commitment to

ensuring diverse representation

at Board and Committee level.

The Group’s Equal Opportunities Policy

encompasses existing colleagues as

well as potential colleagues in the

recruitment process and our interview

and recruitment training aligns with our

policies. These focus on ensuring that

we select the right person for every role.

For more information see page43. Details

on employee gender diversity can be

found on page 91 and details on Board

diversity and inclusion can be found on

pages 74 and 75.

The Ideas Workshops (see page 38)

were designed to ensure that all

colleagues, irrespective of gender,

role, location or function, had a voice

which could be heard without fear of

recrimination of any kind. Acting with

Integrity is one of our core values and

sets a clear standard for acceptable

behaviours; we know that if colleagues

are not valued and treated respectfully,

they will take their talents elsewhere.

An inclusive culture is integral to our

values. We are committed to ensuring

that everyone can bring their full self

to work and thrive in their career. The

fair treatment of people with disabilities

during recruitment, employment and

in the event of becoming disabled

during employment is embedded in

the Group’s Equal Opportunities Policy.

We regularly monitor our gender

statistics to ensure that they are

reflective of the industries we work in,

as well as the geographies in which our

businesses operate. Both engineering

and agriculture remain predominately

male workplaces, but we strive to

ensure that female colleagues are

given support to help them thrive and

are considered for career development

roles where their experience and skills

merit it. Our annual pay review ensures

that colleagues undertaking the same or

similar roles are paid equally regardless

of gender, race or any other differences

between colleagues.

Engaging With Our Communities

We understand the impact that

businesses can have on the

communities in which they operate

and we strive to be a force for good

wherever possible. Colleagues

across the business work with local

communities in various forms, including

charitable contributions, voluntary

efforts and other collaborative initiatives.

Spotlight on Bendalls Engineering

We are enormously proud of our role in the Carr’s Engineering Skills Academy based in Carlisle, on which we have worked closely

with Lakes College to provide apprenticeships to local school leavers. Bendalls Engineering had a total of 22 apprentices at the

end of August, supplemented by a September 2024 intake of 13, making up around 39% of the workforce of Bendalls. The skills and

experience our apprentices gain through a combination of classroom teaching and on-the-job experience provides a great starting

point for career development. Apprentice Focus Groups at each site consider how we can improve this experience for future intakes.

The team at Bendalls also participate in a number of local community initiatives including:

Career support • Skills workshops for the unemployed

• Open days and skills fairs

• Work experience for schoolchildren

• Apprentice exchanges

Together for good • First aid training support for local charitable organisations

• Building disabled access ramp for new college

• Electrical equipment testing for local children’s charity

Volunteering and

donations

• Apprentice-built shelters and benches for local not-for-profit organisations

• Planters and hanging baskets for hospice

• Fundraising through local charity events

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

Governance

Accountability and Oversight

During FY24, the Executive Directors proposed changes to the governance structure relating

to the Board’s oversight of environmental, social and governance matters. The aim was to

ensure that equal focus was given to each element of ESG. This included establishing a new

Sustainability and Impact Steering Committee to focus on the activities of each of the three

areas of Environmental, Social and Governance, and reporting to the Board.

The Board approved the structure as depicted below:

SUSTAINABILITY AND IMPACT REPORT CONTINUED

Nomination

Committee

Remuneration

Committee

Group Risk

Local Risk

Audit and Risk

Committee

Risk register

reviewed by the

Committee and

main risks

discussed at Board

Environmental

Advisory Group

Green Teams

Carr's Group plc

Board

Sustainability and

Impact Steering

Committee

CEO chairs the

Committee and provides

summary of meetings

to the Board

Carr's Group plc | Annual Report and Accounts 2024

Green Teams

Green Teams at each of our sites

are responsible for considering

environmental resource efficiencies as

well as the environmental and social

impacts of our business at a local

level. They promote sustainability and

advocate and implement sustainable

practices across our businesses and

also set, monitor and deliver against

local targets. Our Green Teams support

the Environmental Advisory Group.

Environmental Advisory Group

The Environmental Advisory Group

brings together representatives from

the Green Teams. The role of the

Environmental Advisory Group is to

advise the Sustainability and Impact

Steering Committee regarding the

review and oversight of the Company's

strategies, goals, policies, procedures,

performance, and disclosures related to

environmental matters as described in

these terms of reference.

Further details on the work of the

Environmental Advisory Group and the

Green Teams can be found on page 34.

The Sustainability and

ImpactSteering Committee

The Sustainability and Impact Steering

Committee is responsible for setting

and monitoring progress against the

activities of each of the three areas of

Environmental, Social and Governance.

The Committee meets regularly and

comprises members of the Senior

Management Team as well as our

CEO who is the Committee Chair.

Updates from the Committee are

included in each Board meeting as part

of the CEO update or as stand-alone

items if merited.

Board

The Board has oversight of ESG matters

and manages this responsibility through

the governance structure as outlined

on page 40. The CEO report which

is presented at each Board meeting

includes updates from the Sustainability

and Impact Steering Committee as

well as health and safety reports.

The Board Committees also have

delegated responsibility for various

aspects of environmental, social and

governance matters impacting the

Group as detailed below.

Audit and Risk Committee

The Audit and Risk Committee

is responsible for monitoring the

Group’s compliance with climate

change reporting and reviewing the

TCFD disclosures. The Audit and Risk

Committee is also responsible for

reviewing the Group’s internal controls

and risk management systems, as

well as the Group Risk Register, which

includes risks related to ESG matters.

Remuneration Committee

The Remuneration Committee sets

performance-related remuneration

targets aligned with strategy, including

the achievement of environment and

sustainability goals, and assesses

performance against those targets. For

example, environmental performance

measures are linked to the annual bonus

award for the CEO. Individual objectives

for the Senior Management Team also

include ESG matters.

Nomination Committee

Annual Board evaluations together

with skills assessments ensure that the

performance and effectiveness of the

Board and its Committees are regularly

reviewed, and that the Board and Board

Committees possess the right balance of

skills and experience to provide oversight

for matters including ESG matters.

Board Engagement

withStakeholders

The Board is mindful of its duties to

stakeholders, including its employees,

customers, strategic partners, investors

and its communities. Information

about the Board’s engagement with

stakeholders can also be found on

pages 82 to 87.

Sustainability and Impact

RiskReporting

Any material risks and opportunities

identified in connection with

environmental, social or governance

matters are integrated into the Group’s

risk management framework. The Group

Risk Register is reviewed regularly by

the Audit and Risk Committee including

those risks related to ESG matters.

Principal risks are reviewed by the Board

on a twice yearly basis.

For further information about risk

management, please see pages 28 to 31

(inclusive). The Corporate Governance

Report on pages 68 to 125 provides

further details on the role of the

Board and the Board Committees and

the activities which each have been

involved in during FY24.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

SUSTAINABILITY AND IMPACT REPORT CONTINUED

Human Rights

We publish our Anti-slavery and

Human Trafficking Statement online

at www.carrsgroup-ir.com. We

are committed to the sustainable

development of our business, including

ensuring that our business and supply

chain remain free from modern slavery

and human trafficking. We will not

undertake business with any third

parties where concerns arise in relation

to unethical business practices and will

accordingly report such circumstances

to appropriate authorities. Our policies

and practices, supported by training on

the issues of modern slavery and human

trafficking, ensure that there are systems

in place to raise awareness, protect

against the risks of slavery and human

trafficking, and to provide a means by

which colleagues can raise concerns.

Whistleblowing

Our Whistleblowing Policy and

independent whistleblowing service,

AAB People (previously known as

SeeHearSpeakUp), is made available

to all personnel 24 hours a day, seven

days a week. This enables colleagues

at any of our global locations to report

concerns easily, anonymously, and in

total confidence. We provide training

in respect of whistleblowing and how

to report any concerns within our

employee induction programme.

Anti-bribery

We operate and encourage a culture

of honesty and openness and we take

a very firm stance against unethical

behaviours including bribery and other

corruption. These behaviours are

prevented through a robust framework of

controls, including standardised policies

and transparent practices, which every

employee is made aware of, as well as

focused training for sales colleagues.

Conflicts of Interest

Our policies require the regular

declaration of gifts and hospitality by

all personnel. The acceptance of gifts

and hospitality are subject to strict

rules underpinned by the policy, and

any matters which could give rise to a

conflict of interest must be declared to

the Group’s Legal Services function.

Charitable Giving

Our Charitable Donations Policy

provides guidance when using

Company funds for financial donations

to ensure accountable and responsible

use of funds.

Tax Transparency

We are committed to tax transparency

and to being fully compliant with all

tax disclosure, payment, and filing

requirements in every country in which

we operate and to paying appropriate

amounts of tax. The Group’s Tax Strategy

and Tax Code of Conduct is published

online at www.carrsgroup-ir.com.

Ethics

Our Code of Ethics brings together

Group-wide policies and best practice

regarding a range of circumstances

which could potentially be encountered

in the modern workplace. It is reflective

of our commitment to high standards

and professional behaviour at all levels

of the organisation. The Code of Ethics

provides us with a framework for

continuous improvement in this area.

Data Security and Privacy

Our Privacy Statement outlines the

Group’s policy on managing the

personal data of all individuals sharing

their personal information with us. During

FY24, through continuous monitoring,

we identified several attempted cyber-

attacks on Group businesses, but no

leaks, thefts, or losses of customer

data were identified as a result of these

attacks and no substantiated complaints

were received concerning breaches of

customer privacy.

Acting With Integrity

We live by our values of excellence, responsibility, innovation and integrity. We lead by

example, and expect our suppliers and our partners to operate with the same high standards

and professionalism. Our policies and practices are designed to ensure that we continue to

operate as an ethical and sustainable business.

Carr's Group plc | Annual Report and Accounts 2024

HR Policies

During FY24, we have focused on

updating our Human Resources policies

so they are up-to-date with current

practices and legislation, supportive and

aligned with our values and strategic

goals. By focusing on inclusivity,

colleague well-being and professional

development, we have strengthened our

commitment to creating an environment

where colleagues feel valued and

empowered. Key HR policy development

and implementation include a Flexible

Working Policy and a Capability and

Attendance Management Policy.

Diversity and Equal Opportunities

Our commitment to diversity and equal

opportunities is fundamental to who

we are as a business. We believe that a

diverse workforce enhances innovation,

improves decision-making, and creates

a culture where everyone feels valued

and respected. In the past year, we

have strengthened our efforts to build

an inclusive environment that not only

welcomes diverse perspectives but also

ensures equal access to opportunities

for all colleagues. Our initiatives have

focused on recruitment, development,

and community engagement to

foster a culture that benefits from our

colleagues’ unique backgrounds and

experience. Further information on

diversity and inclusion can be found

on page 39, pages 74 and 75 and on

page91.

Health and Safety

Health and Safety is a key priority. It is

essential that a safe place to work is

provided for our employees and visitors

to sites. Each site has also developed

specific health and safety training

particular to their operational areas. All

colleagues are required to complete

mandatory training modules including

Manual Handling, Slips Trips and Falls,

Working Safely, and Workplace Health

& Safety. More information on Health

and Safety can be found on pages

44 and 45.

Risk Management

Our policies and training strengthen

the risk management framework that

is embedded across our businesses.

In addition to the Group risk register,

business unit and functional risk

registers are in place across our teams,

which enable colleagues at every level

to contribute to our risk assessment and

assurance processes. Colleagues are

encouraged to report all risks. For more

details see pages 28 to 31 (inclusive).

Group Policies

Our Group Policies serve as the

foundation for maintaining consistency,

transparency, and integrity across

all areas of our organisation. These

policies provide clear guidelines for

operational standards, ethical conduct,

and regulatory compliance, helping

us achieve our strategic goals while

upholding our values. Colleagues are

introduced to these policies in our

induction programme and training

modules, and they can access these

policies during their employment via

our intranet service – CarrsConnect.

We regularly review our policies and

practices to ensure that a positive

culture within the businesses remains

a priority for everyone.

Ongoing Training

andDevelopment

As part of their induction to the

Group, all colleagues undertake

mandatory training modules which are

revised and revisited annually. These

training modules focus on ensuring

that colleagues at all levels of our

businesses act safely, professionally,

fairly and with integrity. Colleagues

are required to complete mandatory

modules which are available via our

intranet service – CarrsConnect. Over

the past year we have expanded

our training programmes to provide

colleagues with access to new skills

and career advancement opportunities,

ensuring that they are equipped to excel

in an evolving landscape.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

Our cultural safety took a significant step

forward during FY23, with a multi-tier

audit approach adopted, to underpin

our "compliance to care" Health and

Safety ("H&S") principles. This has

continued to evolve during FY24, with

businesses across the Group executing

those actions identified as necessary

improvements to reduce our H&S risk.

SUSTAINABILITY AND IMPACT REPORT CONTINUED

Health and safety

We are committed to creating a culture where health and

safety are top priorities for everyone in the organisation.

We encourage all colleagues to share any safety concerns

they have and where incidents do take place, we embrace

these as learning events. Our aim is to better understand

the processes on which our businesses are founded and

wherever possible, anticipate where potentially unsafe

conditions may arise. We acknowledge that behaviours

will drive performance and are striving to ensure that we

recognise and share good practice wherever possible.

Tier 3 – Tier 2 plus sustainable

H&S Performance (Develop an

organisation of H&S

Leaders at all levels)

Tier 2 – Tier 1 plus a focused

view on low probability/

high severity activities along

with psychological safety

transformation

Tier 1 – Core

Compliance

(Develop a system

for H&S Continuous

Improvement)

Care

Compliance

Tier 3

Tier 2

Tier 1

Carr's Group plc | Annual Report and Accounts 2024

H&S Training and Competence

Our learning culture is designed to equip

all colleagues with the necessary skills

and knowledge to prevent incidents

wherever possible. Our colleagues are

expected to consider both the hazards

that could potentially cause harm and

the effectiveness of the barriers in

place to avoid harm should something

go wrong. Mandatory H&S e-learning

training continues for all new joiners

and we have ongoing safety awareness

programmes across our businesses.

We continue to look at ways to reinforce

the importance of safety, through

refreshed messaging and activities. This

year, we introduced "3D" thinking around

everyday activities, asking colleagues

to consider what is Difficult, Different or

Dangerous about the activity they are

planning to undertake.

Each part of the business has local

H&S representatives who support

site-specific training and operational

processes aligned to the industry

standards in which we operate.

Responsibility for colleague, customer

and visitor safety, however, rests with

every individual member of the team.

Sharing Best H&S Practice

In recent years, the team at New

Generational Supplements, one of

our US Agriculture businesses, has

undertaken an annual safety standdown.

During these periods, production is

halted to focus on safety training,

education and culture. This gives all

colleagues an opportunity to assess

and reflect on incident prevention,

as well as consider ways in which they

can work better together to improve

safety performance.

At the most recent standdowns, at our

facilities in South Dakota (June 2024)

and Oklahoma (August 2024) production

was paused for two days.

During that time, dedicated time was

spent on each of the following areas:

• First Aid, CPR, and AED certifications

for all employees

• Required OSHA annual training

• A review of incidents, injuries and their

root causes from the prior year

• Refresher training on how to use our

safety equipment (fire extinguishers,

confined space monitors, harnesses,

LOTO)

• "Safe Food Safe Feed" training

Training is provided by internal subject

matter experts and third parties

where required. Local management

participates in the training throughout the

standdown alongside plant personnel,

demonstrating their commitment to the

safety of all colleagues.

These events underpin the safety

culture at New Generation Supplements

and, in keeping with the sharing of best

practice, a mini safety standdown was

also undertaken during the year at one

of our UK Engineering facilities. This

saw production activities paused for a

shorter duration, and was focused on a

specific risk, but nevertheless provides

evidence to the team that their safety is

of paramount importance.

Health and Safety Performance

The shift in focus towards learning

events when investigating incidents

established in FY23 has helped to

encourage reporting of potential and

minor events, with the number of

potential incidents reported in FY24 (139)

being more than double those reported

in FY23 (62). Each observation or report

also provides an opportunity to learn

and prevent events happening, being

repeated or leading to more serious

incidents. While the progress in hazard

observation and near miss reporting

is positive, there is work to be done to

embed this across all operating sites.

The trends for the Group’s performance

are shown in the table below. These

demonstrate an increase in reportable

incidents overall year on year ("TRIR")

but also highlight a reduction in the

more severe incidents ("LTIR" and "RIR"),

both down on FY23. Our focus remains

on preventing all incidents, regardless

of severity. Figures for prior years in

the table below have been restated,

correcting an error in calculations used

in FY23.

Key Metrics

Lagging Performance FY24 FY23 FY22

Lost Time Incident Rate ("LTIR") x 100k 0.26 0.74 0.34

Reportable Incident Rate ("RIR") x 1 million hours 3.42 8.83 3.39

Injury Incident Frequency Rate ("IIFR") x 100k 4.53 4.12 2.03

TRIR x 1 million hours 14.53 13.98 5.09

RIDDOR/OSHA 1 2 0

All Incidents 53 56 24

TRIR: Fatalities, days away from work, restricted work, medical treatment beyond

first aid, loss of consciousness or a significant injury, illness or disease diagnosed by

a doctor or physician.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES

Our approach to

climate change

Introduction

This section presents our FY24 climate-related financial disclosures, aligned with FCA Policy Statement 20/17 and listing rule

LR 9.8.6R(8). This year marks our third year reporting against the Task Force on Climate-related Financial Disclosures ("TCFD")

framework, demonstrating our commitment to begin integrating climate-related considerations into our business strategy and

decision-making processes. Since our previous disclosure in the FY23 Annual Report and Accounts, there have been several

notable changes, detailed throughout this report, which reflect our dedication to enhancing transparency.

The TCFD is an internationally recognised initiative with a primary objective of improving understanding of the material financial and

operational implications of climate change, enabling more informed decisions in investment, lending, and insurance underwriting.

By fostering transparency with stakeholders, the TCFD seeks to strengthen the resilience of the financial system and facilitate a

smooth transition to a sustainable, low-carbon economy.

A key area of progress this year includes conducting a qualitative scenario analysis to evaluate both previously identified and

newly recognised climate-related risks and opportunities. This analysis has provided deeper insights into the potential impacts of

climate change under various plausible future scenarios, enabling us to identify mitigation strategies and identify opportunities for

sustainable growth.

The following sections of this report analyse our performance against the 11 recommended disclosures, organised within the four

TCFD pillars: Governance, Strategy, Risk Management, and Metrics and Targets.

Governance

1. Describe the Board’s oversight of climate-related risks and opportunities;

2. Describe management’s role in assessing and managing climate-related risks and opportunities.

In FY24, we made enhancements to our environmental governance structure, aiming to streamline reporting processes and

incorporate broader social and governance elements. Our governance structure is detailed visually on page 40.

The CEO and the Board hold ultimate responsibility for overseeing and executing the agenda for climate-related risks and

opportunities. The former Environmental Steering Group has been succeeded by the Sustainability and Impact Steering Committee

(S&IC), chaired by the CEO, and the Environmental Advisory Group ("EAG"), which reports directly to the S&IC. In FY24, there

were seven Board meetings scheduled. Climate-related issues are communicated to the Board through the CEO, who provides

summaries of the S&IC’s discussions at the Board meetings, either as part of the CEO’s update or as a standalone item if necessary.

Climate-related risks, as with other risks, were reported through Local Risk Registers and subsequently consolidated into the Group

Risk Register. The Audit and Risk Committee review the Group Risk Register, including climate-related risks, on a regular basis.

Looking forward, it has been agreed that this review will occur at every Audit and Risk Committee meeting. Principal risks were

discussed at the Board level twice this financial year.

Customer feedback on environmental concerns is taken into consideration during product management and development.

Climate-related issues are considered within our risk management policies through their inclusion into the Local and Group Risk

Registers, however they are not addressed within annual budgeting. There are some limited incentives for sustainability actions,

captured within general incentive plans, but they are not specifically addressed within the business planning processes. Climate

considerations do not currently influence our strategy or major plans of action, and are not currently considered in relation to

capital expenditures, acquisitions or divestments.

However, climate and sustainability targets are embedded within our core business objectives. The CEO’s non-financial

performance objectives include specific sustainability and impact targets, agreed upon with the Remuneration Committee

following recommendations from the Board Chair. The Board Chair regularly evaluates the CEO’s performance against these

targets and advises the Remuneration Committee on outcomes after the performance period, which typically aligns with the

financial year. Remuneration targets associated with environmental and sustainability objectives have been expanded to place

increased emphasis on social and governance factors, ensuring more comprehensive alignment with our broader ESG agenda.

The S&IC, through the CEO, advises the Board on sustainability and impact strategies, targets, KPIs, policies, procedures, and

disclosures, covering all ESG matters. The S&IC includes at least four members, including the Group’s CEO, management, and

representatives from across the Group with relevant expertise in sustainability strategy and target-setting. The committee meets

Carr's Group plc | Annual Report and Accounts 2024

at least three times annually and receives input from the EAG, which met twice during this financial year – in February 2024 and

April 2024, at which time it was called the Environmental Steering Group. The EAG comprises representatives from across our

operational sites and head office, comprising management and board-level members. The EAG was chaired by the Environment

and Sustainability Manager, who reported updates to the CEO to include in S&IC meetings.

The Group has ten Green Teams, each tasked with enhancing resource efficiencies and managing the environmental and social

impacts of operations at the local level. These teams establish, monitor, and deliver on local targets, actively promoting sustainable

practices across the Group. New members of the Green Teams are encouraged to complete environmental training available

online through the Group’s intranet. Initiatives led by the Green Teams during the financial year included installing LED and motion-

sensor lighting, conducting a detailed review of waste management processes, and implementing voltage optimisation.

Our ongoing climate-related target from the previous year is Net Zero Scope 1 and Scope 2 emissions by 2050, targeting a

decrease of 3.4% per annum. New climate-related targets have been established through collaboration between our CEO and

Deputy Company Secretary alongside our external sustainability consultant. Our climate-related metrics and targets are further

detailed in Metrics and Targets on pages 62 to 64 (inclusive). Our new climate-related metrics and targets have not yet been

integrated into action plans to mitigate climate-related risks or take advantage of climate-related opportunities. No processes have

currently been put in place for monitoring of our new climate-related targets, with no Board oversight as of yet.

Strategy

3. Describe the climate-related risks and opportunities the organisation has identified over the short,

medium, and long term;

4. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy,

and financial planning.

In our previous TCFD disclosure within the FY23 Annual Report and Accounts, we conducted a comprehensive evaluation of

both physical and transitional climate-related risks, examining their severity, timescale, potential impact, and potential mitigation

strategies. We defined short-, medium- and long-term horizons to align with our Group’s planning cycle as well as our risk and

viability statement approach, ensuring a structured approach to risk assessment. This year, we have further advanced our risk

assessment process by undertaking a qualitative scenario analysis on our principal risks. Through this analysis, we now evaluate

existing and newly recognised risks and opportunities across varying climate scenarios in addition to the three time horizons. This

enhanced approach provides a more specific understanding of potential impacts under diverse climate conditions, enabling more

resilient strategic planning to be undertaken. The climate-related risks and opportunities scanning and subsequent qualitative

scenario analysis was completed in collaboration with our external sustainability consultant, McGrady Clarke, with input from the

CEO and the Deputy Company Secretary.

Time Horizons

For this year’s assessment, the timescales remain unchanged, as follows:

• “short-term” – risks with a horizon of between one year and three years

• “medium-term” – risks with a horizon of between three years and eight years

• “long-term” – risks with a horizon of more than eight years

Climate Scenarios

In order to qualitatively assess our updated climate-related risks and opportunities list, we have chosen to utilise three of the

Shared Socioeconomic Pathways ("SSPs") from the Intergovernmental Panel on Climate Change’s (IPCC) Sixth Assessment

Report. Each pathway represents a distinct trajectory for global social, economic, and environmental conditions, providing a

comprehensive view of potential impacts on our business:

SSP 1: Sustainability

This pathway is aligned with the goals of the Paris Agreement, envisioning a sustainable future with robust cooperation at local,

national, and international levels, thus reducing emissions and limiting global temperature rise. In SSP 1, proactive climate policies

and the implementation of new strict climate-related laws are adopted globally, leading to significant investments in renewable

energy, energy efficiency, and sustainable practices across industries.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

SSP 3: Regional Rivalry

SSP 3 describes a fragmented world whereby geopolitical tensions, economic and social disparities, and regional divisions lead to

limited international cooperation on climate action. Under this pathway, each region prioritises its own energy security, resource

access and economic growth. This leads to reliance on domestic fossil fuel sources and relaxed environmental regulations,

hindering global mitigation and adaptation efforts.

SSP 5: Fossil-fuelled Development

In SSP 5, the world pursues rapid economic growth driven primarily by fossil fuels, resulting in high greenhouse gas emissions and

environmental degradation. Public support for green funding measures such as carbon taxes decline, favouring cheaper fossil fuels

and prioritising urban and societal gains over environmental protection. This scenario anticipates relying on advanced technologies

to address the severe environmental impacts. While this pathway initially reduces transition risks, given limited regulatory

restrictions, it is unsustainable as the eventual need for decarbonisation becomes pressing.

Impact of Climate-related Risks and Opportunities

The process for the quantification and prioritisation of climate-related risks and opportunities is discussed in the Risk Management

section. We conducted a materiality assessment on all previously identified climate-related risks, as well as an assessment of

additional climate-related risks and opportunities. These risks included both transition risks, which are associated with the shift

to a low-carbon economy, and physical risks resulting from physical climatic changes. The opportunities identified were linked to

various aspects including resource efficiency, energy sourcing, products and services, market potential, and resilience.

The refined selection of climate-related risks and opportunities, in addition to their potential impacts in the specified time horizons

and climate scenarios are outlined the table below. The climate-related risks and opportunities were rated based on our risk matrix

for impact, which takes into account the predicted impact and probability of each risk and opportunity in the different SSPs and time

horizons.

Summary of Climate-related Risks

Climate-related Risks

SSP 1 Sustainability SSP 3 Regional Rivalry

SSP 5 Fossil-fuelled

Development

Short Medium Long Short Medium Long Short Medium Long

Physical

Risks

Acute Extreme Weather Events 2 4 6 4 6 9 4 6 9

Chronic

Water Scarcity 12 9 6 12 12 16 12 9 16

Rising Mean

Temperatures

6 9 6 6 12 12 6 9 16

Transition

Risks

Market

Loss of Clients due to

Poor Environmental

Performance

12 15 20 9 9 6 4 6 9

Policy

and

Legal

Exposure to Litigation 12 12 9 9 6 16 12 8 6

Enhanced Emissions-

Reporting Obligations

12 12 16 12 16 16 12 8 6

Mandates on and

Regulation of Existing

Products and Services

6 8 12 6 9 12 6 4 2

Changing Insurance

Landscapes

6 12 12 8 12 16 6 9 12

Reputation

Negative Press Coverage

Related to Support of

Projects or Activities with

Negative Impacts on the

Climate

12 16 20 12 9 9 9 6 4

Greenwashing Accusations 12 16 20 12 8 6 9 12 12

Technology

Costs to Transition to Lower

Emissions Technology

8 8 10 6 8 8 6 9 6

Increased Cost of Raw

Materials

8 12 15 8 15 20 9 12 16

Scoring above is based on consideration of impact and likelihood of each risk and opportunity (details on page 61).

Carr's Group plc | Annual Report and Accounts 2024

Climate-related Physical Risk – Acute: Extreme Weather Events

The increasing intensity of extreme weather events such as storms and flooding disrupts operations, damages infrastructure,

and pressures supply chains. These events can lead to impacts of increased operational costs and logistical challenges, affecting

overall productivity and financial performance. This risk is expected to impact the whole of the Group, with worst impacts

potentially occurring within the USA and UK.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

2 4 6

Enhanced global emissions reductions and investments in climate adaptation

infrastructure mitigate the worst impacts of extreme weather, but disruptions may

persist in areas with lagging adaptation efforts.

SSP 3

4 6 9

Fragmented climate policies and limited investment in climate resilience worsen

extreme weather impacts, causing inconsistent adaptation, supply chain disruptions,

and increased costs.

SSP 5

4 6

Rapid economic growth prioritises technology over sustainability, offering localised

resilience in wealthier regions but leaving many vulnerable to worsening extreme

weather impacts.

Potential mitigation measures:

• Develop contingency logistics plans with alternative transportation routes.

• Diversify raw material sourcing and establish alternative supplier partnerships within different regions.

• Invest in flood defences, storm-resistant construction, and drainage systems at at-risk locations.

• Use advanced weather monitoring and predictive analytics for proactive disruption planning.

• Train staff in climate risk preparedness and emergency response protocols.

Climate-related Physical Risk – Chronic: Water Scarcity

Reduced water availability poses significant risks to agriculture and industrial processes, leading to increased operational costs and

competition for limited resources. Water scarcity also raises regulatory and reputational risks, particularly in water-stressed areas.

This risk is expected to impact our Agriculture Division. Expected impacts include disruptions to operations and supply chains,

leading to increased costs, as well as damage to infrastructure, raw material supply, and manufacturing processes. Additionally,

droughts in key markets such as the southern US states have reduced cattle herd sizes in recent years, directly reducing the

addressable market in these regions.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

12 9 6

International cooperation and sustainable resource management are likely to improve

water conservation efforts. Advanced technologies and governance further alleviate

water stress, enhancing long-term resilience for industries like agriculture.

SSP 3

12 12 16

Limited global cooperation and inadequate investment in water infrastructure

exacerbate water scarcity risks, leading to supply chain disruptions and rising

operational costs in water-intensive sectors.

SSP 5

12 9

Economic growth supports short-term water management through technological

advances, but prioritisation of resource-intensive activities and insufficient environmental

focus worsen water scarcity risks in the long term, particularly in vulnerable regions.

Potential mitigation measures:

• Invest in water-efficient technologies and recycle and reuse systems.

• Collaborate with local organisations to secure sustainable water sources in high-risk areas.

• Prioritise drought-resistant crops and optimise water use in livestock operations.

• Educate teams on water conservation practices to promote sustainable use.

• Partner with suppliers committed to efficient water management.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

Climate-related Physical Risk – Chronic: Rising Mean Temperatures

Higher temperatures affect productivity and increase cooling and energy costs, potentially reducing yields and worker performance in

high-heat environments. Rising temperatures also intensify health and safety risks and necessitate costly facility adaptations. This risk

is expected to impact the whole of the Group. Potential impacts include higher costs and supply challenges in water-stressed or less

developed regions, as well as risks to agricultural productivity, livestock health, and product quality.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

6 9 6

Global collaboration and proactive climate policies should mitigate some temperature-

related risks through adaptation strategies. Advancements in technology and sustainable

practices limit long-term negative impacts on agricultural productivity and infrastructure.

SSP 3

6 12 12

Weak global cooperation and limited adaptation exacerbate temperature-related risks,

intensifying challenges for crop yields, livestock health, and operational efficiency,

especially in vulnerable regions.

SSP 5

6 9

Economic growth and technological innovation help manage immediate temperature-

related risks. In the long-term, prioritisation of high-emission industries without sufficient

climate adaptation increases exposure to long-term negative impacts on productivity

and operational costs.

Potential mitigation measures:

• Adjust livestock feed formulations to address heat stress and maintain productivity.

• Upgrade equipment to withstand high temperatures and ensure operational continuity.

• Strengthen cooling systems, adopt heat-resistant infrastructure, and provide shaded areas

with hydration stations to protect workforce health.

• Introduce monitoring systems to track temperature impacts and optimise management.

Climate-related Transition Risk – Market: Loss of Clients due to Poor Environmental Performance

Clients prioritising sustainability may shift spending to competitors with better environmental performance. Failing to meet

customer expectations risks reputational damage and loss of market share. This risk is expected to impact the whole Group.

Potential impacts include client and investor loss from failing to meet sustainability standards, as well as reduced revenue and

competitiveness due to reputational damage.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

12 15 20

Heightened sustainability expectations drive clients to favour responsible suppliers,

making strong environmental credentials essential for competitiveness and market

retention.

SSP 3

9 9 6

Inconsistent policies and inconsistent demands create uneven pressures, with

businesses in regulated regions facing higher risks of client loss and market

misalignment.

SSP 5

4 6

A focus on economic growth reduces immediate environmental pressures,

although progressive clients in certain industries may demand stronger

environmental commitments.

Potential mitigation measures:

• Establish clear carbon reduction and sustainability targets across the Group.

• Monitor customer expectations and adjust offerings to align with green priorities.

• Build robust sustainability marketing campaigns to retain customer trust.

• Regularly report on environmental performance and supply chain progress to clients and stakeholders.

Carr's Group plc | Annual Report and Accounts 2024

Climate-related Transition Risk – Policy and Legal: Exposure to Litigation

Increased scrutiny over emissions and inadequate risk disclosures from investors, insurers and shareholders heightens the risk of

climate-related litigation. Legal challenges can result in potential impacts of financial penalties, reputational damage, and rising

compliance costs. This risk is expected to impact the whole Group.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

12 12 9

Strong global climate action and regulatory alignment increase compliance demands,

but proactive adaptation reduces the risk of litigation. Over time, comprehensive

climate frameworks minimise litigation exposure through robust transparency and

sustainability practices.

SSP 3

9 6 16

Weak global coordination and fragmented regulations lead to inconsistent compliance,

heightening the risk of legal challenges. Over the long term, intensifying climate

impacts and delayed regulatory enforcement result in widespread litigation against

organisations with inadequate climate disclosures.

SSP 5

12 8

Litigation risks are reduced by economic growth and innovation taking priority over

sustainability reporting.

Potential mitigation measures:

• Strengthen compliance with environmental standards to reduce legal risks.

• Maintain transparent reporting and align with best practices for emissions reduction.

• Regularly train staff on regulatory obligations and proactive risk management.

• Develop a robust governance framework to ensure accountability and sustainability.

Climate-related Transition Risk – Policy and Legal: Enhanced Emissions-Reporting Obligations

Governments are implementing stricter emissions-reporting standards, requiring detailed climate disclosures. These mandates have

potential impacts of increasing administrative and operational burdens as well as compliance costs, whilst failure to meet reporting

standards can lead to financial penalties and reputational risks. This risk is projected to impact the whole of the Group.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

12 12 16

Harmonised global climate policies drive standardised emissions reporting, increasing

compliance costs but enhancing transparency and accountability.

SSP 3

12 16 16

Fragmented regulations create inconsistent reporting obligations, increasing

inefficiencies, compliance risks, and potential financial, operational and reputational

impacts for multinational operations.

SSP 5

12 8

Limited regulatory enforcement prioritises economic growth, keeping reporting

obligations lenient but inconsistent across regions.

Potential mitigation measures:

• Align emissions reporting with industry best practices and calculate Scope 3 emissions.

• Train teams on emerging standards and conduct regular internal reviews.

• Monitor and adapt to evolving regulations to ensure compliance.

• Apply 5S standards to improve efficiency and reduce environmental impact.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

Climate-related Transition Risk – Policy and Legal: Mandates on and Regulation of Existing Products and Services

Stricter regulations on emissions and sustainability across supply chains increase compliance complexity and costs. Meeting these

evolving mandates requires significant operational adjustments and investments in sustainable technologies. This risk is expected

to impact the whole Group. Potential impacts include increased costs to adapt products and operations to stricter environmental

standards, as well as reputational and financial risks from delayed compliance with evolving regulations.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

6 8 12

Coordinated global climate action increases compliance costs but fosters innovation

through stringent regulations and adoption of low-carbon products.

SSP 3

6 9 12

Inconsistent regional regulations increase compliance costs, operational risks, and market

access challenges in stricter jurisdictions with advanced environmental standards.

SSP 5

6 4

Minimal regulation prioritises economic growth, allowing businesses to continue

operations with limited environmental constraints.

Potential mitigation measures:

• Regularly review operations for compliance improvement opportunities.

• Partner with suppliers to ensure product traceability and alignment with environmental goals.

• Conduct internal and third-party audits to ensure compliance.

• Allocate a budget for unexpected compliance needs to respond swiftly to new mandates.

Climate-related Transition Risk – Policy and Legal: Changing Insurance Landscapes

Rising climate risks are causing insurers to reassess coverage and raise premiums for high-risk sectors. These changes could

impact the organisation by increasing operational costs and limiting coverage availability, particularly in vulnerable regions. It is

projected that this risk will impact the Group as a whole.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

6 12 12

Insurers' integration of climate-related risks increases costs but rewards sustainable

practices with tailored coverage while penalising high-risk operations.

SSP 3

8 12 16

Fragmented insurance markets and rising climate-related claims drive higher

premiums, reduced availability, and increased risk absorption for vulnerable sectors.

SSP 5

6 9

Minimal regulatory oversight keeps premiums relatively stable, but insurers may

selectively adjust coverage for high-risk activities.

Potential mitigation measures:

• Communicate openly and effectively with insurers regarding mitigation measures.

• Increase reserve funds to manage potential financial exposure from coverage gaps.

• Diversify insurance providers, exploring options with climate risk coverage specialists for policies aligned with our needs.

Carr's Group plc | Annual Report and Accounts 2024

Climate-related Transition Risk – Reputation: Negative Press Coverage Related to Support of Projects or

Activities with Negative Impacts on the Climate

Associations with high-emission industries or unsustainable practices attract negative scrutiny, impacting reputation. Transparent,

sustainable sourcing and operational practices are critical to maintaining trust and mitigating reputational risks. It is predicted that

this climate-related risk is likely to particularly impact the Agriculture Division. Potential impacts include reputational damage and

reduced investor confidence due to media scrutiny, as well as increased pressure to enhance sourcing and sustainability practices.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

12 16 20

Amplified public awareness and climate policies increase scrutiny, making

unsustainable associations a significant risk to reputation, market position, and investor

confidence.

SSP 3

12 9 9

Uneven regulations create varied scrutiny, with businesses in stricter regions or

prominent industries facing heightened reputational risks.

SSP 5

9 6

Economic growth-focused policies reduce immediate scrutiny, though environmentally

progressive stakeholders may still highlight harmful practices.

Potential mitigation measures:

• Commit to sustainable sourcing and transparent practices for materials like palm oil and molasses.

• Collaborate with suppliers to enhance transparency, set environmental standards, and ensure responsible sourcing.

• Invest in climate-friendly alternatives to reduce reliance on high-risk resources, prioritising certified suppliers from

biodiversity-supporting regions.

• Partner with independent auditors to validate supply chain sustainability claims and establish traceability systems

to document sustainable practices and align with environmental goals.

Climate-related Transition Risk – Reputation: Greenwashing Accusations

Exaggerating sustainability claims risks reputational damage and stakeholder distrust. Ensuring transparency and substantiating

environmental initiatives are essential to avoiding such allegations. This risk is expected to affect the whole Group. Potential

impacts include reputational and financial risks from perceived misrepresentation of sustainability efforts, as well as potential loss

of clients and investors prioritising genuine environmental commitments.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

12 16 20

Rising transparency expectations and stringent regulations enhance greenwashing risks,

making verifiable sustainability claims essential to avoid reputational and financial liabilities.

SSP 3

12 8 6

Fragmented regulations expose organisations in progressive regions to credibility risks,

with strong environmental activism amplifying reputational challenges. Continued

regulatory disparities may limit widespread accountability.

SSP 5

9 12

Market-driven sustainability increases greenwashing risks, as businesses prioritise

growth and technology advances. This may lead to advancements in real-time tracking

and data accessibility which can expose misleading sustainability claims.

Potential mitigation measures:

• Back sustainability claims with measurable, transparent data and align with global ESG reporting standards.

• Train employees on ESG standards, greenwashing risks, and best practices.

• Set specific, measurable targets aligned with industry standards and track progress annually.

• Engage stakeholders to define realistic climate goals, provide transparent updates, and acknowledge areas for improvement.

• Partner with reputable organisations for independent audits and certifications.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

Climate-related Transition Risk – Technology: Costs to Transition to Lower Emissions Technology

Shifting to lower-emission technologies involves significant upfront investment in equipment and infrastructure. Delays or

inadequate adaptation may result in operational inefficiencies. This risk is expected to impact the whole of the Group. Potential

impacts include high investment costs for emissions-reducing upgrades and the risk of delays leading to regulatory non-

compliance and competitive disadvantage.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

8 8 10

Government incentives drive cleaner technology adoption, reducing costs and fostering

innovation, while lagging organisations face competitive and regulatory challenges.

SSP 3

6 8 8

Limited global collaboration and inconsistent support increases transition costs, with

delayed technology adoption leading to higher expenses and inefficiencies.

SSP 5

6 9

Rapid economic growth prioritises traditional energy, keeping transition costs high

– market-driven adoption initially burdens early movers but later benefits from

technological advances.

Potential mitigation measures:

• Prioritise investment in energy-efficient technologies and renewable systems.

• Develop cost-benefit analyses to identify high-impact upgrades.

• Continuously evaluate and adopt the Best Available Techniques for renewable and low-emission technologies.

Climate-related Transition Risk – Technology: Increased Cost of Raw Materials

Climate-related disruptions increase costs and uncertainty for critical raw materials, which potentially impacts supply chain stability

and raises production expenses, affecting profitability. It is most likely that this risk will impact the Agriculture Division of our operations.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

8 12 15

A global sustainability focus increases costs for high-emission materials, encouraging

alternatives and benefiting organisations adopting sustainable practices.

SSP 3

8 15 20

Fragmented policies and resource scarcity drive raw material shortages and price volatility,

with rising costs disproportionately affecting regions with limited supply chain access.

SSP 5

9 12

High industrial demand increases raw material costs, while technological advancements

mitigate pressures, but resource competition challenges traditional material reliance.

Potential mitigation measures:

• Diversify suppliers and establish long-term agreements and collaborate to improve resource efficiency and traceability.

• Explore alternative materials and integrate circular economy practices.

• Maintain inventory buffers for critical inputs to reduce supply chain risks.

• Regularly monitor market conditions and climate impacts on key materials.

Carr's Group plc | Annual Report and Accounts 2024

Summary of Climate-related Opportunities

Climate-related Opportunities

SSP 1 Sustainability SSP 3 Regional Rivalry

SSP 5 Fossil-fuelled

Development

Short Medium Long Short Medium Long Short Medium Long

Opportunities

Energy

Systems

Promotion of

Low-Carbon

Energy Solutions

8 15 20 8 6 2 8 6 2

Markets

Improved Finances

Through Access to New

Markets and Green

Product Development

8 15 20 8 6 2 8 6 9

Products

and

Services

Development of

Climate-Resilient

Nutrition Solutions

12 12 20 12 12 6 12 12 16

Low-Carbon

Nutrition Solutions

15 20 25 12 9 6 15 12 6

Reputational Benefits

Resulting in Increased

Demand for Goods/

Services

9 16 20 9 12 12 9 6 8

Resilience

Monitoring of Medium-

and Long-Term Risks

10 15 15 10 6 12 10 12 12

Market Expansion

and Resilience

8 12 20 6 6 4 8 6 8

Enhanced Supply Chain

Resilience through

Resource Substitution

and Diversification

6 12 20 6 6 8 6 6 12

Resource

Efficiency

Use of More Efficient

Production and

Distribution Processes

12 16 20 12 8 8 12 8 12

Reduced Water Usage

and Consumption

15 15 15 12 12 12 12 12 15

Scoring above is based on consideration of impact and likelihood of each risk and opportunity (details on page 61).

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

Climate-related Opportunity – Energy Systems: Promotion of Low-Carbon Energy Solutions

Promoting low-carbon energy solutions supports the adoption of sustainable energy sources with minimal emissions. This positions

companies to lead the transition from fossil fuels and meet growing demand for clean energy. This opportunity is expected to impact

our Agriculture Division. Potential impacts include building a reputation as a sustainability leader and attracting environmentally

conscious stakeholders.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

8 15 20

International cooperation and policy incentives drive demand for low-carbon energy,

enabling the Group to align with global goals and strengthen our sustainability

leadership.

SSP 3

8 6 2

Weak global alignment restricts low-carbon energy opportunities to select regions, with

fragmented adoption driven by local sustainability efforts and climate pressures.

SSP 5

8 6

Economic growth and innovation boosts private investment in low-carbon energy,

enabling the Group to develop technologies and partnerships, enhancing profitability

and competitiveness.

Potential harnessing measures:

• Invest in low-carbon energy partnerships.

• Advocate for low-carbon policies in industry forums and discussions.

• Explore opportunities to include low-carbon solutions in product portfolios.

Climate-related Opportunity – Markets: Improved Finances through Access to New Markets and Green

Product Development

Accessing new markets and developing green products enhances financial performance by meeting the growing demand for

sustainable goods. By aligning products with environmental values, organisations can attract a wider customer base and gain a

competitive edge in an evolving economy. It is expected that this opportunity will impact our Agriculture Division. Potential impacts

include opening new revenue streams through sustainable product offerings and enhancing investor appeal by aligning with green

market trends.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

8 15 20

Global collaboration and sustainability-driven markets boost demand for low-carbon

products, expanding our portfolio and strengthening financial performance.

SSP 3

8 6 2

Regional disparities in green demand require tailored offerings and focused sustainable

innovation to address market limitations and sustain competitiveness.

SSP 5

8 6

Economic growth and innovation drive niche opportunities for green products, with

scaling reliant on aligning offerings to market-driven demand.

Potential harnessing measures:

• Focus R&D on environmentally friendly products such as low-carbon nutrition solutions.

• Target markets with demand for climate-resilient or low-emission products.

• Partner with industry groups and suppliers committed to green standards.

Carr's Group plc | Annual Report and Accounts 2024

Climate-related Opportunity – Products and Services: Development of Climate-Resilient Nutrition Solutions

Developing climate-resilient nutritional supplements involves formulating products that adapt to diverse agricultural conditions

and reduce reliance on climate-sensitive ingredients. By incorporating locally sourced alternatives where possible, this opportunity

could have impacts of enhancing supply chain stability, mitigating climate-related risks, and supporting sustainable agricultural

practices. Our Agriculture Division is predicted to be impacted by this opportunity.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

12 12 20

Global sustainability efforts boost demand for climate-resilient feed products,

positioning the Group as a leader in sustainable agriculture.

SSP 3

12 12 6

Regional disparities and weak collaboration concentrate demand for climate-resilient

feed in high-stress areas, while inconsistent infrastructure limits global opportunities.

SSP 5

12 12

Economic growth and innovation drive cost-effective, climate-resilient feed development,

offering opportunities to scale and strengthen profitability and market position.

Potential harnessing measures:

• Invest in R&D to create climate-resilient formulations.

• Collaborate with experts to develop nutritionally effective solutions for diverse climates.

• Continue to conduct trials to ensure product performance under varying conditions.

Climate-related Opportunity – Products and Services: Low-Carbon Nutrition Solutions

Providing low-carbon nutrition solutions entails developing products that support animal health while reducing environmental

impact. Product development is vital to making progress and turning this into viable commercial opportunity, aligning with increasing

demand for sustainable practices and enabling organisations to innovate and strengthen their market position. Our Agriculture

Division is predicted to be impacted by this opportunity. Potential impacts include enhanced competitiveness and customer loyalty

through sustainable offerings, along with strengthened ESG commitments and alignment with global climate goals.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

15 20 25

Global cooperation and environmental awareness enhance demand for low-carbon

nutrition, enabling market expansion and strengthening sustainability and competitiveness.

SSP 3

12 9 6

Limited collaboration and regional disparities hinder low-carbon product demand,

creating growth challenges and supply chain constraints in fragmented markets.

SSP 5

15 12

Economic growth and innovation drive competition, enabling the Group to expand

cost-effective low-carbon nutrition solutions in a dynamic market.

Potential harnessing measures:

• Develop feed with reduced carbon footprints using low-emission ingredients.

• Partner with sustainable suppliers and implement energy-efficient production methods.

• Educate and market to customers on the benefits of low-carbon products.

• Use customer feedback to refine products continually.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

Climate-related Opportunity – Products and Services: Reputational Benefits Resulting in Increased Demand

for Goods/Services

Reputational benefits drive increased demand for goods and services when organisations demonstrate strong environmental

and social responsibility. A positive reputation enhances brand image, attracting sustainability-focused customers and investors.

It is predicted that this opportunity will impact our Agriculture operations. Potential impacts include attracting environmentally

conscious customers and ESG-focused investors, while building brand trust and driving competitive market advantage.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

9 16 20

Leveraging sustainability initiatives is able to attract increasingly eco-conscious customers

and investors, boosting demand and strengthening brand loyalty and market leadership.

SSP 3

9 12 12

Uneven global sustainability priorities necessitate targeted reputation-building

in eco-aware markets to sustain demand amid fragmented climate progress.

SSP 5

9 6

Rapid growth and competition create niche opportunities for our low-carbon products

in eco-conscious segments. Economic focus persists, but credible environmental

leadership secures demand in sustainable markets.

Potential harnessing measures:

• Highlight emissions reduction and sustainable practices through marketing.

• Obtain certifications like ISO 14001 for third-party endorsement.

• Support local projects like reforestation to enhance credibility.

• Set and communicate ambitious ESG goals and progress.

Climate-related Opportunity – Resilience: Monitoring of Medium- and Long-Term Risks

Monitoring medium- and long-term risks enables organisations to anticipate industry challenges, including regulatory changes

and shifting consumer demands. Our Agriculture Division is expected to be impacted by this opportunity. Potential impacts include

facilitating proactive adaptation to industry shifts and regulatory changes, while enhancing resilience and positioning the Group as

an environmentally conscious leader.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

10 15 15

International cooperation enables the Group to align with climate standards, understand

and manage risks, and strengthen resilience and competitiveness.

SSP 3

10 6 12

Inconsistent policies and regional disparities demand localised strategies, advanced

forecasting, and scenario planning to address regulatory and climate uncertainties.

SSP 5

10 12

Economic growth and technology enhance risk assessment, while competitive markets

drive long-term monitoring for resilience in a changing landscape.

Potential harnessing measures:

• Participate in industry forums to stay informed on risks.

• Develop flexible strategies to adapt to future changes in the market.

Carr's Group plc | Annual Report and Accounts 2024

Climate-related Opportunity – Resilience: Market Expansion and Resilience

Market expansion and resilience involves developing products that address the challenges of changing climate conditions, such

as drought-resistant feed or heat-resilient supplements. Our Agriculture Division is predicted to be affected by this opportunity.

Potential impacts include strengthening market position in climate-impacted sectors with adaptive products and building a

reputation as a leader in sustainable, climate-smart solutions.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

8 12 20

International collaboration and demand for sustainable products drives market expansion,

with global networks and standards supporting growth in climate-adaptive solutions.

SSP 3

6 6 4

Fragmented policies and regional disparities constrain market opportunities,

necessitating localised resilience to address supply chain and consumer challenges.

SSP 5

8 6

Rapid growth and technological innovation drive demand for climate-resilient products,

positioning the Group as a leader in scalable, adaptive solutions for evolving pressures.

Potential harnessing measures:

• Develop adaptive products for regions affected by climate change.

• Strengthen supply chains by sourcing from multiple suppliers and regions.

• Partner with local suppliers and distributors to enhance regional presence.

Climate-related Opportunity – Resilience: Enhanced Supply Chain through Resource Substitution

and Diversification

Enhancing supply chain resilience through resource substitution and diversification involves sourcing sustainable, climate-resilient

materials to reduce dependency on high-risk resources. This opportunity can impact the organisation through mitigating climate-

related disruptions, supporting long-term stability, and aligning with sustainability goals, strengthening the organisation's position

as a proactive, climate-conscious business. This opportunity is predicted to impact our Agriculture operations.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

6 12 20

Global cooperation fosters sustainable materials and resilient supply chains, enhancing

stability and supporting long-term environmental and financial sustainability.

SSP 3

6 6 8

Fragmented policies and regional tensions hinder resource diversification, making local

partnerships vital to mitigate risks from scarcity and supply chain disruptions.

SSP 5

6 6

Technological advances and market competition enhance supply chain resilience

through alternative resources and efficient logistics, despite limited sustainability focus.

Potential harnessing measures:

• Identify sustainable alternatives and source materials locally where feasible.

• Strengthen facilities with climate-resilient features and secure long-term supply agreements.

• Optimise stocks and implement flexible logistics strategies.

• Engage in partnerships to monitor resource availability and address risks proactively.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

Climate-related Opportunity – Resource Efficiency: Use of More Efficient Production and Distribution Processes

Adopting efficient production and distribution processes through energy-efficient technologies reduces energy use and emissions

while minimising exposure to energy price fluctuations. This is expected to impact the whole Group. Potential impacts include

reduced energy costs through long-term savings and decreased vulnerability to price volatility, along with alignment with

sustainability goals and enhanced financial stability.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

12 16 20

The Group can enhance energy efficiency to reduce Scope 1 and 2 emissions,

supported by progressive policies, innovation, and industry collaboration.

SSP 3

12 8 8

Energy efficiency offers cost-saving opportunities, but global fragmentation may restrict

access to innovations, limiting widespread advancements.

SSP 5

12 8

Organisations prioritise energy-efficient processes for cost savings, with market-driven

advancements enhancing energy opportunities long-term.

Potential harnessing measures:

• Invest in energy-efficient equipment and automated controls to reduce energy use.

• Optimise processes with analytics to identify inefficiencies.

• Streamline logistics by consolidating shipments and optimising delivery routes.

• Enhance facility efficiency with better insulation and smart energy systems.

• Educate employees on energy-saving practices and monitor consumption regularly.

Climate-related Opportunity – Resource Efficiency: Reduced Water Usage and Consumption

Reducing water usage through operational efficiencies and technologies minimises resource dependency, reduces costs, and

enhances sustainability. This approach addresses water scarcity, reduces environmental impact, and aligns with regulatory and

societal expectations for responsible resource management. This opportunity is likely to impact the operations of our Agriculture

Division. Potential impacts include cost reductions by decreasing water dependency in water-intensive operations, along with

enhanced resilience to water scarcity and strengthened ESG commitments.

SSP

Time Horizon

Description

Short Medium Long

SSP 1

15 15 15

Reducing water usage improves regulatory compliance and resilience to water

shortages in resource-stressed regions.

SSP 3

12 12 12

Reducing water usage enhances compliance with regulations and strengthens

resilience against conflicts and shortages in resource-stressed regions.

SSP 5

12 12

The Group can reduce water usage for cost savings, with advancements in

water-efficient technologies offering long-term profitability and operational benefits.

Potential harnessing measures:

• Upgrade to water-efficient equipment like low-flow valves and recycling systems.

• Capture, treat, and reuse water in production processes.

• Install water-saving fixtures such as low-flow faucets and smart water systems.

• Educate employees on water conservation practices.

• Partner with suppliers using sustainable water management.

Carr's Group plc | Annual Report and Accounts 2024

Disclosure of Assumptions and Analytical Choices

The qualitative scenario analysis involved making certain assumptions and estimations. For instance, it has been assumed that the

business structure and geographical presence of the Group will remain fairly consistent over time. However, changes in operations

could influence the potential impacts (in terms of severity, likelihood, or potential effects) of climate-related risks and opportunities.

This qualitative assessment has been guided by current expert knowledge, but uncertainties persist due to the complex and

evolving nature of climate change. Whilst future analyses will aim to improve reliability and determine numerical outputs through

the use of climate modelling and quantitative scenario analysis, these efforts will not eliminate all uncertainties.

5. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related

scenarios including a 2°C or lower temperature scenario.

Currently, we view climate-related risks as having low impact on our operations across our three analysed climate scenarios.

Nevertheless, internal risk identification and management measures have been implemented to allow us to act against potential

future impacts of climate-related risks. Because of our view of these risks as low impact, combined with our internal risk measures,

we believe the Group’s strategy is currently resilient to climate-related issues. However, we understand that climate-related issues

may become more prominent over time, and will consider future adaptation to the organisational strategy as climate change evolves.

At present, identified climate-related issues do not significantly impair business areas within the Group. We have a strong

organisational structure surrounding climate-related issues, as described in the Governance section, with control over the

management of the identified climate-related risks and opportunities over several levels in the governance hierarchy. Remuneration

policies integrate climate-related goals alongside other social and governance matters for a holistic ESG approach. We invest in

producing and offer sustainable products within our portfolio, such as BioTub

which leaves no to little waste after its use.

Risk Management

6. Describe the organisation’s processes for identifying and assessing climate-related risks;

7. Describe the organisation’s processes for managing climate-related risks;

8. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into

the organisation’s overall risk management.

Climate-related risks are fully integrated into our overall risk management process and are identified and managed in line with

all other business risks. Climate-related risks are integrated into the corporate risk register which receives Board oversight. As

with other risks, climate-related risks were either reported directly onto the local risk register or were raised through the EAG and

ultimately through to the S&IC.

Some new climate-related risks and opportunities have been integrated into these disclosures, which were identified by our external

sustainability consultant, McGrady Clarke, and discussed with our CEO and Deputy Company Secretary. Corresponding potential

impacts on the Group and potential mitigation measures have been included. These mitigation measures are only suggestions and

have not been implemented. For instance, the transition risk of Uncertainty in Market Signals is newly incorporated, with a suggested

mitigation measure of diversifying our products with low-carbon and sustainable options to meet evolving consumer and regulatory

demands. This can also be viewed as a climate-related opportunity, as the development of new products can attract and retain

customers who are more environmentally conscious. We have already started enhancing our product portfolio with sustainable

options, such as our product Crystalyx™ which can help to reduce methane output from livestock.

Our commitment to improving our processes ensures that climate-related risks are dynamically assessed alongside other business

risks for a robust framework. The CEO and CFO conduct assessments by reviewing both strategic and operational risks across the

Group. The occurrence, impact, likelihood, and financial exposure for each business is evaluated in collaboration with the leader

(typically the Managing Director) of each business. The financial size of each business is included within each review, determining

the potential impact of each risk on the overall Group.

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

Our risk matrix, which scores impact and probability, ensures consistency in evaluation. This matrix is shown below. The risk matrix

is used to score the risk, indicating the size and scope of the identified risks, then materiality to the Group is considered. All risks

undergo a risks assessment utilising this risk scoring matrix, with interdepartmental discussions. Previously identified climate-

related risks are included in our standard risk management process and are explicitly considered within each business.

Impact

NIL Negligible Minor Moderate Severe Extremely Severe

Probability

NIL

0 0 0 0 0 0

Extremely Unlikely

0 1 2 3 4 5

Highly Unlikely

0 2 4 6 8 10

Unlikely

0 3 6 9 12 15

Possible

0 4 8 12 16 20

Highly Possible

0 5

10 15 20 25

Additionally, climate-related risks outlined in the FY22 and FY23 reports have been further evaluated in FY24. This evaluation involved

assessing risks and their impacts across various climate scenarios, detailed further in the Strategy section. During collaboration

with the CEO, Deputy Company Secretary, and our external sustainability consultant, additional risks were identified; these were

assessed using the same risk-scoring matrix and incorporated into the scenario analyses. The use of scenario analysis on identified

climate-related risks and opportunities allows for an enhanced understanding of their potential future impacts on the Group.

The Audit and Risk Committee consider regulatory requirements related to climate change through the monitoring of the Group’s

compliance with TCFD disclosures and climate reporting at least annually as part of the Annual Report and Accounts process.

Internal controls and risk management systems are reviewed by the Audit and Risk Committee at each meeting. If a risk is identified

as a principal risk, it is escalated to the Board during Board meetings.

Responsibility for implementing mitigation strategies lies with the respective risk owners, with oversight ultimately provided by the

Audit and Risk Committee; this ensures a clear and concise approach to managing climate-related risks. Leadership teams within

the businesses own the risks, and as risks are managed at a local level, we do not currently make decisions relating to transferring,

accepting, and controlling climate-related risks. Currently, the mitigation actions for climate-related issues are only suggestions as

to how we can address the risks, as specific actions have yet to be agreed upon or implemented.

Metrics and Targets

9. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line

with its strategy and risk management process;

10. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions and the

related risks;

11. Describe the targets used by the organisation to manage climate-related risks and opportunities

and performance against targets.

Since the previous reporting year, we have increased our suite of climate-associated metrics and targets, and endeavour to report

on these annually going forward.

Climate-related performance metrics are integrated into remuneration policies to ensure accountability on sustainability objectives

where climate-related issues are material. For the CEO, non-financial performance objectives include sustainability and impact

targets, covering environmental, social, and governance (ESG) factors. These targets are developed in agreement with the

Remuneration Committee, based on recommendations from the Board Chair, to ensure alignment with the organisation’s broader

ESG strategy.

This financial year, remuneration-linked targets have been expanded to strengthen focus on social and governance factors,

promoting a holistic approach to ESG. Progress against these climate-related targets is regularly reviewed by the Board Chair,

who then advises the Remuneration Committee on outcomes after the performance period.

We have no internal carbon prices in place due to the early years of reporting. Our future plans for product development, which

include climate considerations such as considering methane-reducing nutritional supplements, are not sufficiently advanced to

incorporate financial metrics. Therefore, we use no climate-related metrics relating to our products.

Scope 1 and 2 greenhouse gas (GHG) emissions and a related intensity metric (emissions per unit turnover, tCO

e/£M) have been

calculated since the baseline of FY 2021. Figure 1 and Figure 2 present our historical GHG metrics.

Carr's Group plc | Annual Report and Accounts 2024

Figure 1 Historical Scope 1 and 2 Emissions (Location-based) (tCO

1000

2000

3000

4000

5000

6000

7000

FY24FY23FY22FY21

6,069

Financial Year (FY21: baseline)

1,847

5,561

2,105

5,156

1,919

5,062

1,877

Figure 2 Historical GHG Intensity Metrics (tCO

e per £m turnover)

FY24FY23FY22FY21

Financial Year (FY21: baseline)

Figure 3 Historical and Projected Location-based Scope 1 and 2 Emissions (tCO

1000

2000

3000

4000

5000

6000

7000

8000

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

Year

Actual

Projected

Figure 3 presents the historical and projected location-based Scope 1 and Scope 2 emissions from our emissions, with a FY21

baseline. The projected emissions follow a glideslope from the baseline to 2050, aiming for Net Zero by 2050. We are targeting an

annual 3.4% reduction of our Scope 1 and Scope 2 emissions in order to achieve Net Zero emissions in these scopes by 2050. In the

current year, we have achieved a reduction of 2.0%, following an 8.8% reduction last year.

The breakdown of these emissions by division and year can be found within our Streamlined Energy and Carbon Reporting (“SECR”)

section, on pages 35 and 36. As in previous years, the SECR methodology followed the 2019 HM Government Reporting Guidelines

and the GHG Reporting Protocol – Corporate Standard. Emissions were calculated using DEFRA emissions factors where relevant

for each financial year. For electricity consumption, EPA emissions factors were applied in the USA for regional accuracy, and AIB

emissions factors were used for Germany. An operational control approach was adopted to define our reporting boundary and scopes.

Total Scope 1 (tCO

e) Total Scope 2 (Location-based (tCO

Emissions (tCO

e)Scope 1 & 2 Emissions (tCO

e) Emissions per Unit Turnover

(tCO

e)/£m Turnover

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

TCFD DISCLOSURES CONTINUED

In future reporting years, we are committed to mapping, evaluating and disclosing our Scope 3 emissions, which will enable us to

identify key climate-related risks and inefficiencies within our supply chain and wider activities.

In this financial year 2024, the Group has implemented several energy saving measures aimed at reducing our energy consumption.

We are part of the Go Green Scheme, which provides support on making more environmentally friendly transportation choices to

our teams. An automated process has been put in place at the Suffolk plant to reduce electricity usage. Voltage optimisation has

been undertaken at relevant sites to enhance energy efficiency where possible.

The Group has begun to monitor various new climate-related metrics associated with our operations, emissions, and identified

climate-related risks and opportunities within this reporting year. The table below presents our climate-related metrics and targets.

In future reporting years, we aim to consider trends relating to the below metrics in order to refine our targets where necessary. As

many of these metrics related to climate-related risks and opportunities are new for this year, they are not yet linked to remuneration

policies or decision-making processes. The metrics do not currently influence our capital planning, acquisitions, or investments.

Our range of metrics and targets highlight our progress in emissions reductions, employee engagement, and governance

improvements. Tracking and managing our climate-related metrics and targets is key to being in control of our climate-related

risks and opportunities.

Category

Climate-

related Metric

Associated Climate-

related Risk/Opportunity

Unit of

Measure

FY23

Value

FY24

Value

Target Related

to Metric

Greenhouse

Gas Emissions

Scope 1 & Scope

2 emissions

(absolute)

Increased pricing of

greenhouse gas emissions

tCO

e 7075 6939

Reduce Scope 1 and 2

emissions by 3.4%

annually

Greenhouse

Gas Emissions

Emissions intensity

metric (relative)

–

tCO

£M

Turnover

49 47

Reduce emissions

intensity annually

Governance

Number of Green

Team meetings

(absolute)

– – 24 19

Reach minimum target

of Green Team meetings

per site annually

Energy

Total global Scope

1 & 2 energy

consumption

(SECR; absolute)

– kWh 34,734,015 34,202,553

Reduce SECR energy

consumption annually

Transition Risk

/ Climate-

Opportunity

Number of climate-

related risks

screened annually

(absolute)

Inability to attract investors due

to uncertain risks related to the

climate; monitoring medium and

long-term risks

– n/a 22

Increase or maintain

number of risks

screened annually

Transition Risk

/ Climate-

Opportunity

Number of energy

efficiency measures

implemented

(absolute)

Rising energy costs; use of

more efficient production and

distribution processes

– n/a 4

Increase or maintain

number of energy

efficiency measures

implemented annually

Climate-

Opportunity

Market-based

Scope 2 emissions

(absolute)

Use of lower-emission sources of

energy; participation in renewable

energy programs and adoption of

energy efficiency measures

tCO

e 1,428 1,482

Reach 0 tCO

market-based Scope 2

emissions by 2050

Carr's Group plc | Annual Report and Accounts 2024

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

In line with Sections 414CA and 414CB of the Companies Act 2006, we have set out below where relevant information we are

required to report on can be found.

Reporting Requirement Group Policies and Standards Location in Annual Report

Climate-related Financial Disclosures Environmental Policy TCFD Disclosures

(see pages 46 to 64 (inclusive))

Viability Statement (page 32)

Environmental Matters Environmental Policy

Carr’s Group Intranet (CarrsConnect)

Sustainability and Impact Report

(see pages 33 to 45 (inclusive))

TCFD Disclosures

(see pages 46 to 64 (inclusive))

Employees Employee Handbook

Health and Safety Policy

Code of Ethics

Speak-up/Whistleblowing

Modern Slavery

Carr’s Group Intranet (CarrsConnect)

Sustainability and Impact Report

(see pages 33 to 45 (inclusive))

Social Matters Charitable Donations Policy

Carr’s Group Intranet (CarrsConnect)

Sustainability and Impact Report

(see pages 33 to 45 (inclusive))

Human Rights Employee Handbook

Modern Slavery Statement and Policy

Carr’s Group Intranet (CarrsConnect)

Sustainability and Impact Report

(see pages 33 to 45 (inclusive))

Anti-Corruption & Anti-Bribery Anti-Bribery Policy

Gifts and Entertainment

Carr’s Group Intranet (CarrsConnect)

Sustainability and Impact Report

(see pages 33 to 45 (inclusive))

Policy Implementation

and Due Diligence

Employee Handbook

Financial and Other Controls

Internal Due Diligence/Integration

Processes

Carr’s Group Intranet (CarrsConnect)

Strategic Report

(see pages 06 to 65 (inclusive))

Business Model – Business Model

(see pages 12 to 13 (inclusive))

Principal Risks – Principal Risks and Uncertainties

(see pages 28 to 31 (inclusive))

Non-Financial KPIs Environmental Policy

Health and Safety Policy

Employee Handbook

Carr’s Group Intranet (CarrsConnect)

KPIs

(see pages 26 to 29 (inclusive))

Strategic Report Approval

The Strategic Report on pages 01 to 65 (inclusive) comprises the Highlights and At a Glance sections, the Chair’s Statement,

the Our Markets section, the Business Model, Strategy, Meet the Team, Our Values, Our Culture, the Chief Executive’s Review,

the Financial Review, Key Performance Indicators, Principal Risks and Uncertainties, the Viability Statement, the Sustainability

and Impact Report (including SECR details on pages 35 and 36), the TCFD Disclosures, and the Non-Financial and Sustainability

Information Statement, as well as the s.172 Statement on pages 82 to 87 (inclusive).

The Strategic Report was approved by the Board on 11 December 2024.

By order of the Board

Justin Richards

Company Secretary

11 December 2024

Overview Strategic Report Corporate Governance Financial Statements

Carr's Group plc | Annual Report and Accounts 2024

Strengthening

foundations,

enhancing

leadership

Carr's Group plc | Annual Report and Accounts 2024

Strengthening

foundations,

enhancing

leadership

Corporate Governance

68 Corporate Governance Report

88 Nomination Committee Report

92 Audit and Risk Committee Report

96 Remuneration Committee Report

120 Directors’ Report

Carr's Group plc | Annual Report and Accounts 2024

Overview Strategic Report Corporate Governance Financial Statements

CORPORATE GOVERNANCE REPORT

Tim Jones

Non-Executive Chair

Chair’s introduction

I am pleased to present the Corporate Governance

Report for FY24 on behalf of the Board. This report

ispresented in the following sections:

1. Overview of FY24

Key matters which were considered by the Board and the Board

Committees are outlined below, with further details set out in the Report

on the Corporate Governance; the Audit and Risk Committee Report; the

Remuneration Committee Report; the Nomination Committee Report

and the Directors’ Report. The Overview of FY24 forms part of the Report

on Corporate Governance for FY24.

2. The Report on Corporate Governance for Fy24

The corporate governance of the Group is continuously being reviewed

as the Group evolves, to ensure that the Directors focus on what

matters, improve business and operations, and continue to act in the

way which they consider, in good faith, would be most likely to promote

the success of the Company for the benefit of its members as a whole.

Information about the Board and Board Committees can be found on

pages 70 to 119 (inclusive). How we engage with our stakeholders can be

found on pages 82 to 87 (inclusive).

3. Compliance Statement

The Corporate Governance Report outlines our approach to governance and

describes how Carr’s Group plc adopts the UK 2018 Corporate Governance

Code1. The Board has considered each principle of the UK 2018 Corporate

Governance Code to review how it is applied and how it relates directly to the

Group. The Board’s statement of compliance can be found on page 87.

1. Overview of FY24:

Strategy

When making strategic decisions, it is key that the Board remains committed

to maintaining good governance. It is central to the Group’s values of integrity,

excellence, responsibility and innovation that we continue to operate in an

open and transparent manner with all of our stakeholders.

On 18 April 2024, the Board announced that it had taken the decision

to explore options to maximise shareholder value with regard to the

Engineering Division. The Board had commenced a review of strategic

options for each of the Group’s divisions to evaluate the potential to

grow shareholder value during FY22 and had completed the disposal

of the Group’s Agricultural Supplies division in October 2022. The Board

continued to assess the performance, composition and organisation of

the Group’s operations with a view to maximising shareholder value and

the Board concluded that continuing with two Divisions (Agriculture and

BOARD MEMBERS*

Tim Jones

(Non-Executive Director)

David White

(Chief Executive Officer)

Martin Rowland

(Non-Executive Director)

Shelagh Hancock

(Non-Executive Director)

Stuart Lorimer

(Non-Executive Director)

Gillian Watson

(Non-Executive Director and

Senior Independent Director)

Fiona Rodford

(Non-Executive Director)

* As at the date of this report

1. As published on the Financial Reporting Council’s website, the

UK 2018 Corporate Governance Code was updated in January

2024. The UK 2024 Corporate Governance Code will apply to

financial years beginning on or after 1 January 2025. The UK 2018

Corporate Governance Code remains in place until that time.

Carr's Group plc | Annual Report and Accounts 2024

Engineering) was an inefficient operating

model. The lack of synergy between

the divisions meant that there was little

real benefit to being part of the same

group of companies and resulted in

additional central overhead costs, both

of which were recognised as dilutive to

management’s and investment focus.

The Board has worked with external

advisers to examine alternatives and

identify the best options to enhance

shareholder value, and to consider the

implications of the available options. The

Board considered the long-term benefit

of all stakeholders, including factors

relating to Sustainability and Impact as

they apply specifically to the sectors in

which the Group operates. An update

on the disposal of the Engineering

Division will be provided through our

website www.carrsgroup-ir.com/ and

via a regulatory news service (RNS)

announcement in due course.

At the same time, the Board was cognisant

of the need to focus on the Agriculture

Division, which, like many businesses in

the agriculture sector, has faced some

challenges in recent years. We now have

a new leadership team in place to deliver

the turnaround and growth plan for the

continuing business. For more details, see

pages 06 to 15 (inclusive).

Board Changes

During FY24 we welcomed two new Non-

Executive Directors to the Board, Gillian

Watson and Fiona Rodford. We also

said farewell to Non-Executive Director

John Worby who stood down from the

Board on 31 October 2023. There were

also changes to the Executive Directors.

Martin Rowland, who had joined the

Board as a Non-Executive Director of the

Company as a representative of Harwood

Capital Management Limited (“Harwood”)

pursuant to a relationship agreement

between the Company and Harwood,

was appointed Executive Director of

Transformation with effect from 13

November 2023. Former CFO David White

was appointed by the Board as CEO with

effect from 17 November 2023, taking

over from Peter Page who stood down

from the Board and left the Group. David

has been succeeded in the role of Chief

Financial Officer by Gavin Manson with

effect from 13 November 2023. Gavin is

not a member of the Board but attends

Board meetings by invitation.

Changes in the Board composition

are detailed in full in the Nomination

Committee Report on pages 88 to 91

(inclusive).

There was also a change to the Company

Secretary, with Matthew Ratcliffe leaving

the Group after seven years at Carr’s, to

take up a new role. Matthew’s successor,

Justin Richards, joined the Group on 25

September 2023 as Company Secretary

and Legal Director providing expert

support and guidance to the Board

and Board Committees on governance

matters as well as providing legal support

to the wider business.

We have started FY25 saying farewell to

Ian Wood who stood down as a Non-

Executive Director with effect from 8

October 2024, and we will also be saying

goodbye to Shelagh Hancock, who

stands down as a Non-Executive Director

on 31 December 2024. As announced on

12 November 2024, Martin Rowland was

re-appointed as a Non-Executive Director

on 13 November 2024 following the end

of his 12-month contract as Executive

Director of Transformation.

Employee Engagement

The Board’s Employee Engagement

Representative is Fiona Rodford who was

appointed to the role from 31 July 2024.

Given Fiona’s prior experience as a Chief

People Officer working within several

global businesses, Fiona was ideally

placed to succeed Ian Wood who had

been the Board’s Employee Engagement

Representative since 2021. Fiona has

responsibility for reporting on employee-

related matters to the Board and ensuring

that employee interests are properly

considered in Board decision-making.

Shareholder Engagement

In FY24 we specifically engaged with a

major shareholder in relation to voting

at the AGM on 20 February 2024. At that

meeting, around 44% of votes cast were

against Resolution 17, which sought

authority for the Company to buy up to

a maximum of c.10% of its own ordinary

shares. In addition, of the votes cast in

respect of Resolution 18, which sought

to shorten the notice period for general

meetings of the Company from 21 to 14

clear days, around 44% were against.

Both of these resolutions are consistent

with prevailing UK market practice but as

special resolutions, neither was passed.

Through engagement with shareholders,

members of the Board subsequently

received focused feedback on the use of

the Company's cash reserves for share

purchases in relation to Resolution 17, and

the shortening of time for shareholders'

consideration of the business proposed

for a general meeting in relation to

Resolution 18.

In addition, in FY24 we also published

the outcome of discussions with a major

shareholder in relation to the voting

on the Report of the Remuneration

Committee at the General Meeting on 2

May 2023. As reported in the FY23 Annual

Report and Accounts, our eight largest

shareholders, representing just over 50%

of the shares on our shareholder register

were contacted. This dialogue was not

limited to discussion on the relevant vote,

with feedback also being invited on the

proposed Directors, Remuneration Policy

which was being put to shareholders

at the AGM on 20 February 2024. The

feedback received was considered

by the Remuneration Committee and

the Committee was confident that the

proposed Directors’ Remuneration Policy

supported the strategy going forward,

and provided increased flexibility on

performance conditions.

Sustainability and Impact

The governance structure in relation to

sustainability has been reworked during

FY24. Mindful of the work that had been

undertaken on environmental impact, the

Board was keen to ensure that sufficient

focus was also given, and recorded, for

the Group’s social and governance efforts.

To address this, the Sustainability and

Impact Steering Committee, Chaired by

the CEO, David White, was established.

Whilst this Committee reports its work

to the Board, it is not a formal Board

Committee. The Environmental Steering

Group has been refreshed and renamed

as the Environmental Advisory Group,

which reports into the Sustainability and

Impact Steering Committee. Green Teams

continue to be active at our sites, ensuring

that sustainability is considered at all

levels throughout the Group. Details can

be found in the Sustainability and Impact

Report and the TCFD Disclosures on

pages 46 to 64 (inclusive).

Board Evaluation

Board effectiveness reviews take place

annually, with every third review being

facilitated by an external provider. Internal

reviews are facilitated by the Company

Secretary on behalf of the Chair and are

carried out in between external reviews.

The Board effectiveness review for FY24

was externally facilitated. The Board

engaged consultants Bvalco, who in

June 2024 undertook an assessment

of the Board as well as the Board

Committees and provided feedback at

the Board meeting in July. The findings

were the subject of detailed and

constructive discussion. Details of the

process and its outcomes are set out in

this Corporate Governance Report.

Tim Jones

Non-Executive Chair

11 December 2024

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

THE BOARD*

Committee Membership

None

Term of Office

Martin was appointed aNon-

Executive Director on 6 March

2023, and was appointed

as Executive Director of

Transformation with effect

from 13November2023.

Martin was re-appointed as

Non-Executive Director on

13November 2024.

Biography

Martin is a representative

of Harwood Capital

Management Limited

(“Harwood”) and was

appointed to the Board as

a Non-Executive Director

pursuant to a relationship

agreement between the

Company and Harwood.

Martin spent a year as

Executive Director of

Transformation before

returning to the role of Non-

Executive Director. Martin

spent the last 14 years in a

variety of investment roles

and prior to this Martin held

operational and strategic

roles in mid and large-scale

corporates. He has been a

director of companies in an

executive and non-executive

capacity, helping businesses

to scale organically and

through acquisition.

External Appointments

Martin is currently Chairman

of Centaur Media plc and a

Director of DeepHarbour Ltd,

Thontel Limited and Your

Past Memories Limited, as

well as being a member of

Opro Partners LLP.

Committee Membership

• Nomination Committee

Chair

• Member of the

Remuneration Committee

Term of Office

Tim was appointed to the

Board as Non-Executive

Chair on 21 February 2023.

Biography

Tim is an FCA approved

person, a member of the

Chartered Institute of

Securities and Investments

and an Associate of the

Chartered Insurance Institute.

Tim served as Non-Executive

Chair of Treatt plc between

2012 and January 2023.

External Appointments

Tim is Chair of Allia Charitable

Group and Allia C&C, Chair

of SP-Logistics Holdings

Limited, and a Non-Executive

Director of RCB Bonds plc,

as well as Cambridgeshire

& Peterborough Combined

Authority.

Committee Membership

None

Term of Office

David White was appointed

to the Board as an Executive

Director in the role of

Chief Financial Officer on

21 February 2023 and was

appointed as Chief Executive

Officer with effect from

17November 2023.

Biography

David is a Chartered

Accountant having qualified

in London in 1997 and spent

time at Ernst & Young. David

joined the Company from

Aggreko plc where he held

avariety of senior roles, most

recently as Finance Director

of the Global Products and

Technology division.

External Appointments

None

Martin

Rowland

Non-Executive Director

Tim

Jones

Non-Executive Chair

David

White

Chief Executive Officer

* As at the date of this report

Carr's Group plc | Annual Report and Accounts 2024

Committee Membership

• Audit and Risk Committee

Chair

• Member of the

Remuneration Committee

• Member of the Nomination

Committee

Term of Office

Stuart was appointed a

Non-Executive Director

and joined the Board on

1September2022.

Biography

Stuart is a qualified

accountant and began his

career at KPMG. Prior to his

current role with AG Barr

plc, Stuart was with Diageo

plc for 22 years in various

senior roles working across

Europe, the USA and Asia,

ultimately as Finance Director

for Diageo’s Global Supply

Operation. Stuart brings

strong finance expertise

together with a wealth of

experience in supply chain

operations, logistics and

business optimisation. He is

currently Finance Director at

AG Barr plc, the FTSE-listed

drinks brand owner, a role

which he has held since 2015.

External Appointments

Stuart is Finance Director at

AG Barr plc, and a director

on a number of the AG Barr

group’s subsidiary boards.

Committee Membership

• Member of the

Remuneration Committee

• Member of the Audit and

Risk Committee

• Member of the Nomination

Committee

Term of Office

Shelagh was appointed to the

Board as a Non-Executive

Director on 1 September

2022 and, as announced on

12 November 2024, will step

down from the Board and its

Committees on 31 December

2024 to allow her to focus on

her role as Chief Executive

Officer of First Milk.

Biography

Shelagh brings to this role

over 30 years’ experience

in the food and agricultural

supply sectors and, prior to

her current role with First

Milk, Shelagh held several

executive positions across

the UK dairy industry,

including at Milk Link

(formerly Glanbia Foods) and

Medina Dairy, having trained

as an animal nutritionist.

Shelagh is currently CEO at

First Milk, the British farmer-

owned dairy co-operative,

where she is highly respected

for delivering significant

growth in member returns

since being appointed in2017.

External Appointments

Shelagh is the CEO at First

Milk Limited as well as being

a director on a number of the

First Milk group’s subsidiary

boards.

Committee Membership

• Member of the

Remuneration Committee

• Member of the Audit and

Risk Committee

• Member of the Nomination

Committee

Term of Office

Gillian was appointed a Non-

Executive Director and joined

the Board on 9 October 2023.

Biography

Gillian has more than

35 years’ executive and

non-executive experience

across a range of sectors

and geographies. Gillian’s

executive career was spent

in corporate finance advisory

with both Morgan Stanley

and Standard Chartered Asia

and business strategy and

energy with TXU Europe and

Endesa SA.

External Appointments

Gillian is an Independent

Non-Executive Director

at Statera Energy Limited,

Vidrala, S.A. and Gentrack

Limited as well as Non-

Executive Chair of char.

gy Limited and DC 25

investment Fund.

Committee Membership

• Remuneration Committee

Chair

• Member of the Nomination

Committee

• Member of the Audit and

Risk Committee

Term of Office

Fiona was appointed as

a Non-Executive Director

and joined the Board on

20February 2024.

Biography

Fiona has had many years

as a commercially focused

Chief People Officer and

Transformation Director

with extensive experience

of leading business and

people transformation in

both public and private

organisations including

Fenwick Ltd, TUIAviation,

BAA (now Heathrow), Alliance

& Leicester Group PLC and

Booker Group PLC. Fiona

also works as an adviser and

coach supporting boards

andbusiness leaders through

their change agendas.

External Appointments

Fiona is currently Deputy

Chair of Pilotlight,

a member of the

Remuneration Committee

of the REC (Recruitment and

Employment Council) and

is Non-Executive Chair of

Zenova Group plc, having

previously served as Senior

Independent Director ("SID"),

Non-Executive Director and

Chair of its Remuneration

Committee.

Stuart

Lorimer

Non-Executive Director

Shelagh

Hancock

Non-Executive Director

Gillian

Watson

Non-Executive Director

Senior Independent Director

Fiona

Rodford

Non-Executive Director

Employee Engagement

Representative

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

CORPORATE GOVERNANCE REPORT CONTINUED

2. Report on Corporate Governance at Carr’s Group

The Group’s corporate governance measures are designed to ensure good decision-making, which in turn promotes the direction,

effectiveness and accountability of the Group. This report covers:

• The Corporate Governance Framework

• The Responsibilities and Activities of the Board

• The Directors of the Board

• Accountability and Integrity of the Board

• Board Activity in FY24

The Corporate Governance Framework

THE BOARD

The Board is responsible for promoting the long-term sustainable success of the Group for the benefit of its shareholders and

supporting all stakeholders. The Board establishes the Group’s purpose and sets its strategic direction, ensuring that they remain

aligned with the Group’s ethics and culture. The Board consists of Executive Directors together with experienced Non-Executive

Directors. Details of the Board members can be found on pages 70 and 71.

BOARD COMMITTEES

The Board Committees ensure that there is independent oversight of the matters within their respective remit and assist the

Board in fulfilling its responsibilities. Each Board Committee is chaired by a Non-Executive Director. Written Terms of Reference

govern the responsibilities of the Committees, which are reviewed regularly by the relevant Committee and made available on

the Group’s website. At every Board meeting each of the Committee Chairs report how that Committee has discharged

its responsibilities.

Audit and Risk Committee

The Audit and Risk Committee’s key

responsibilities are to review the

effectiveness of the Company’s financial

reporting, the performance of the

external auditor and the Group’s systems

of risk management and internal control.

Details of the work, responsibilities

and governance of the Audit and Risk

Committee are set out in the Audit and

Risk Committee Report on pages 92 to

95 (inclusive).

Remuneration Committee

The Remuneration Committee’s primary

role is to review and set the reward

structures for Executive Directors and

oversee reward structures for Senior

Management to ensure that these

promote the correct behaviours and

are appropriate when considered in

conjunction with the levels of pay and

benefits offered across the Group.

Details of the work, responsibilities

and governance of the Remuneration

Committee are set out in the

Remuneration Committee Report on

pages 96 to 119 (inclusive).

Nomination Committee

The role of the Nomination Committee

is to ensure that an appropriate balance

of skills, experiences and backgrounds

is achieved across the Board, and that

the Group is properly prepared for the

succession of members of the Board and

Senior Management. Details of the work,

responsibilities and governance of the

Nomination Committee are set out in the

Nomination Committee Report on pages

88 to 91 (inclusive).

SUSTAINABILITY ANDIMPACT

STEERING COMMITTEE

SUBSIDIARY AND JOINT VENTURE

OPERATING BOARDS

EXECUTIVE

DIRECTORS

The Sustainability and Impact Steering

Committee is responsible for setting

and monitoring progress against the

activities of each of the three areas of

Environmental, Social and Governance.

It meets on a regular basis, is chaired

by our CEO and includes Senior

Management from across the Group.

The Sustainability and Impact Steering

Committee is supported by

the Environmental Advisory Group

and Green Teams, which have been

established at each site (for further

details, see pages 34 to 36 (inclusive)

and pages 46 to 64 (inclusive).

The Subsidiary and Joint Venture

Operating Boards monitor performance

and commercial developments. These

boards include subsidiary management,

Executive Directors, leaders of Group

functions and, where appropriate,

managing directors and executives

from joint venture partners. Meetings

take place regularly and feedback

on business performance and key

developments is shared with the Board.

The Executive Directors are responsible

for implementing the strategy agreed

by the Board and reviewing strategic

opportunities and initiatives; ensuring

alignment on business priorities,

investments and actions; management

of the operational divisions and central

functions on a day-to-day basis; and the

management of matters relating to the

Group’s workforce.

Carr's Group plc | Annual Report and Accounts 2024

SENIOR MANAGEMENT TEAM ALL COLLEAGUES

The Senior Management Team is responsible for implementing

policies, the operational delivery of the Group’s strategies and

monitoring performance and commercial developments.

The Senior Management Team consists of the Executive

Directors, senior leaders of Agriculture and Engineering

businesses and Group functional leaders for Finance and

Legal. Members of the Senior Management Team regularly

engage with Board members.

Regular colleague meetings are held in each of the Group’s

businesses, and also in each of the Group’s central functions.

These meetings are designed to manage and monitor day-to-

day operations, improving the speed and efficiency of decision

making. Each site also has a Green Team, which is responsible

for considering resource efficiencies together with the

environmental and social impacts of the Group businesses at a

local level. In FY24 we launched our inaugural ideas workshop

across most businesses designed to encourage colleagues to

help us improve by delivering meaningful change.

Fiona Rodford is the Board’s Non-Executive Director for

Employee Engagement, providing a link between the Board

and colleagues across the Group.

The Responsibilities and Activities of the Board

Meeting Activities

The Board’s principal responsibilities can be grouped into eight areas as outlined below. Board agendas are set by the Chair in

consultation with the Executive Directors and with the assistance of the Company Secretary to include an appropriate balance of

these areas:

Role of the Board Board Activity

Strategy To set strategic aims and

objectives, including those relating

to Environmental, Social and

Governance considerations.

• Reviewing progress against strategic aims and objectives throughout

the year.

• Reviewing new business developments and opportunities including

potential acquisitions and investments.

• Refining strategic priorities in line with market developments.

Financial

Performance

To assess financial performance,

track capital investment and

financial planning.

• Monitoring financial performance.

• Overseeing preparation and management of the financial statements.

• Approving budgets.

• Ensuring adequate cash and external finance.

• Approving major capital projects, acquisitions or materially

significantcontracts.

• Determining dividend policy.

• Determining pensions strategy.

Health and

Safety

To approve the Health and Safety

strategy, monitor performance and

drive a culture of safety and care.

• Focus on performance through Health and Safety metrics and targets

reports from management at the start of each meeting.

• Providing support where appropriate to drive continuous

improvement.

Risk

Management

and Internal

Controls

To set the approach to risk

management and oversee the

Group’s risk and internal control

framework.

• Considering feedback from the external auditor and internal

audit activities.

• Reviewing financial forecasts and other considerations in support of

the Viability Statement.

Sustainability

and Impact

To set sustainability priorities and

oversee climate-related risks and

opportunities. To ensure decisions

are sustainable in the long term

and the approach to climate

change is addressed through work

on strategy, operations andrisk.

• Considering environmental and climate-related impacts on the Group

and wider stakeholders.

• Setting climate-related and sustainability goals and Executive

Director and Senior Management remuneration structures linked to

environmental objectives.

• Reviewing progress against the Group’s sustainability strategy.

People and

Culture

To understand employee

views and set the cultural tone

underpinning a fair workplace

andethical business practice.

• Promoting the Group’s culture, values and behaviours.

• Monitoring and assessing feedback from employees and ensuring

employee interests are considered.

• Succession planning for Board Members and Senior Management.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

CORPORATE GOVERNANCE REPORT CONTINUED

Role of the Board Board Activity

Stakeholder

Engagement

To ensure that effective

engagement with employees,

shareholders and other

stakeholders is carried out,

andfeedback considered.

• Approving strategy for stakeholder engagement.

• Approval of public announcements.

• Considering feedback from investor meetings and roadshows.

Governance To promote responsible leadership

based on transparency

• Ensuring compliance with legal, regulatory and disclosure

requirements.

• Determining Group delegations of authority, including matters

reserved for the Board, and Terms of Reference for Board

Committees.

• Reviewing potential conflicts of interest.

• Overseeing Board and Committee performance evaluation.

• Succession planning and Board appointments.

The Directors of the Board at Carr’s

Composition

As at the date of this Annual Report, the Board comprises one Executive Director and six Non-Executive Directors, including the

Chair. There is also a Company Secretary. The appointment and removal of Directors is governed by the Company’s Articles of

Association and the Companies Act 2006. In accordance with the UK 2018 Corporate Governance Code, all Directors stand for

election or re-election annually at the Group’s AGM.

Details of Board members

Details of the Board can be found on pages 70 to 71.

Diversity and Inclusion

The Board has in place a Board Diversity Policy which extends to the Board Committees and sets out the Board’s diversity

objectives. A copy of the Board Diversity Policy can be found on our investor website www.carrsgroup-ir.com. Further details

on diversity and inclusion can be found on page 39, page 43 and page 91.

For FY24, members of the Board and Senior Management were asked to complete a diversity disclosure questionnaire to confirm

which of the categories set out in the table below and on the following page they identify with and to provide data on wider

diversity aspects.

In accordance with UK Listing Rule 6.6.6(R)(9) to (11) (previously 9.8.6R(9) to (11)) below is the numerical diversitydata of the Board

as at 31 August 2024 in the format set out in UK Listing Rule 6 Annex 1 (previously9Annex 2.1).

Gender Identity

Gender identity

Number of

Boardmembers % of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

(Senior

Management

Team)

Percentage

of executive

management

(Senior

Management

Team)

Men 5 62.5% 2 10 77%

Women 3 37.5% 1 3 23%

Non-binary 0 0% 0 0 0%

Prefer not to say 0 0% 0 0 0%

Carr's Group plc | Annual Report and Accounts 2024

Ethnic Background

Ethnic background

Number of

Board members % of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

(Senior

Management

Team)

Percentage

of executive

management

(Senior

Management

Team)

White British or other White (including minority-

White groups 8 100% 3 13 100%

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%

FCA’s UK Listing Rules Targets on Board Diversity

At the end of FY24, 37.5% of the individuals on the Board were women. At the date of this report 42.9% of individuals on the Board

are women (four men and three women). Since 31 October 2023 the role of Senior Independent Director has been held by a woman,

Gillian Watson, and from 31 July 2024 the position of Remuneration Committee Chair has been held by a woman, Fiona Rodford.

No member of the Board is from a minority ethnic background. Details of Board succession planning during FY24 and candidate

diversity can be found on pages 88 to 91 (inclusive).

Positive steps have been taken in recent years in relation to the Board’s approach to diversity and inclusion, and the Board is

now more balanced in terms of gender than it ever has been. Historically, the geographical location of the Group, together with

the industries in which the Group operates, have impacted the ability of the Board to attract persons who not only possess the

appropriate skills and experience, but also meet diversity targets. However, we believe that a truly diverse Board will include and

make good use of differences not just in gender and ethnic background, but also in other distinctions between Directors such as

social background, experience and cognitive and personal strengths. As we continue to review the composition of the Board, these

wider distinctions will be taken into account alongside the FCA's UK Listing Rules targets on Board diversity.

Skills and Experiences

Having an appropriate mix of skills, qualities and industry experience on the Board enables delivery of the Company’s strategic

objectives for the benefit of its shareholders as a whole. We aim to ensure that the skills and backgrounds collectively represented

on the Board reflect the business environment in which the Group operates. The Board regularly reviews the range of skills,

attributes and experience on the Board, to ensure that it remains effective, balanced and suited to the Group’s strategic priorities.

The outcome of such reviews has been used to inform Non-Executive Director succession planning and continues to be

considered and revisited as the strategy progresses. The biographical details of the current Directors, including their relevant

experience, are set out on pages 70 and 71.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

CORPORATE GOVERNANCE REPORT CONTINUED

Attendance at Meetings

The Board met on seven scheduled occasions during FY24. Meetings are scheduled around events in the corporate calendar, such

as finalisation of the full and half-year accounts, year-end and the AGM. In addition to regular scheduled meetings, a number of

additional meetings took place during the year in order to deal with specific business arising from time to time.

Details of Director attendance at scheduled Board and Board Committee meetings during FY24, against the number of scheduled

they were eligible to attend, are shown below:

Board

Audit and Risk

Committee

Remuneration

Committee

Nomination

Committee

Total number of scheduled meetings 7 6 5 2

Directors in post during FY24

David White 7 (out of 7) N/A N/A N/A

Martin Rowland 7 (out of 7) N/A N/A N/A

Tim Jones 7 (out of 7) N/A 5 (out of 5) 2 (out of 2)

Shelagh Hancock 6 (out of 7) 5 (out of 6) 4 (out of 5) 1 (out of 2)

Stuart Lorimer 7 (out of 7) 6 (out of 6) 4 (out of 5) 2 (out of 2)

Gillian Watson

7 (out of 7) 5 (out of 6) 4 (out of 5) 1 (out of 2)

Fiona Rodford

4 (out of 4) N/A 2 (out of 2) 1 (out of 1)

John Worby

1 (out of 1) 1 (out of 1) 1 (out of 1) 1 (out of 1)

Peter Page

1 (out of 1) N/A N/A 1 (out of 1)

Ian Wood

6 (out of 7) 5 (out of 6) 4 (out of 5) 1 (out of 2)

Notes:

N/A – Not applicable (where a Director is not a member of a Committee).

Executive Directors may attend Committee meetings (or parts of such meetings) by invitation where required.

Several unscheduled Board, Nomination Committee and Remuneration Committee meetings were held during FY24 in relation to Board member changes and Senior

Manager appointments.

1. Gillian Watson joined the Board on 9 October 2023.

2. Fiona Rodford joined the Board on 20 February 2024.

3. John Worby stood down from the Board on 31 October 2023.

4. Peter Page stood down from the Board and left the Group on 17 November 2023.

5. Ian Wood stood down from the Board on 8 October 2024.

All Directors are expected to attend scheduled Board meetings and relevant Committee meetings in addition to the AMG unless

they are prevented from doing so by prior work or extenuating personal commitments. In advance of all Board meetings the

Directors are supplied papers covering the matters to be considered. Members of Senior Management and other third parties

may also attend meetings, or parts of meetings, by invitation. Were a Director unable to attend a particular meeting, he/she

wouldreceive relevant briefing papers and be given the opportunity to discuss matters with the Chair or other Directors.

Accountability and Integrity of the Board

Internal Controls and Risk Management

The Board has overall responsibility for the Group’s internal control systems. The structure of the Group’s control environment

and processes have been adapted in recent years in order to remain appropriate within the changed structure of the Group. The

Audit and Risk Committee supports the Board in considering the control environment and the report on pages 92 to 95 (inclusive)

provides further information.

The Group’s financial reporting processes are a critical part of the Group’s internal controls framework. Monthly reports are

received from all of the Group’s subsidiaries and joint ventures. Submitted information is consolidated in the Group’s financial

reporting system and subject to validation checks by the central Group finance team, before being reviewed by the CFO.

Information on performance is presented to the Board on a monthly basis and subject to review at every Board meeting. All

monthly reporting is prepared in line with Group accounting policies, which are reviewed annually and are also subject to review by

the Group’s external auditor, Grant Thornton. The Group’s internal risk-based control systems have been operative throughout the

year and up to the date of this Annual Report and Accounts. As noted in the Audit and Risk Committee Report, improvements to

the control environment and the consistent application of controls are being implemented as part of the Group’s continuous review

and improvement process.

Carr's Group plc | Annual Report and Accounts 2024

Initial identification of risks, and the actions required to mitigate these, arises through regular reviews held between the Executives

and the management team of each business unit. These are subsequently discussed with the Executives to consider the potential

implications of these risks and to consider which pose the greatest threat to Group performance. The effectiveness of mitigating

actions is also considered and appropriate steps taken.

The Audit and Risk Committee reviews the effectiveness of risk management and internal control systems. Reports on operational

risk are delivered to the Board which, together with direct involvement in strategy, strategic risks, investment appraisal and

budgeting, enable the Board to report on the overall effectiveness of internal control.

A summary of the risk management framework and key risks to the Group are set out on pages 28 to 31 (inclusive).

Division of Responsibilities

The UK 2018 Corporate Governance Code requires there to be a clear division of responsibilities between the leadership of the

Board and the operation of the Group’s businesses by the Executive leaders. The roles of the Executive Directors, the Chair, the

Senior Independent Director and the Non-Executive Directors are reviewed regularly by the Board, most recently in April 2023, with

details set out on the Group’s website, and referenced below:

NON-EXECUTIVE CHAIR

Role

The Chair leads the Board, ensuring its effectiveness while taking account of the interests of the Group's various stakeholders,

promoting high standards of corporate governance.

Key responsibilities:

• Chairing the Board, its Nomination Committee and General

Meetings, including the AGM.

• Ensuring the Board Committees are properly constituted and

effectively chaired.

• Ensuring that appropriate arrangements exist for the

delegation of the Board’s authority to Executive management

and Board Committees.

• Ensuring the effective running of the Board, demonstrating

objective judgement and the highest standards of corporate

governance, ensuring that sufficient time is afforded for the

proper consideration of key matters.

• Promoting openness and debate on the Board.

• Ensuring the timely flow of information to the Board and

ensuring members are well-informed to enable constructive

discussion and sound decision-making.

• Setting the Board’s agenda in conjunction with the CEO and

Company Secretary, focusing on strategy, performance,

culture, stakeholders and accountability, and ensuring that it

takes full account of the important issues facing the Group.

• Ensuring the effective oversight of risk management by

theBoard.

• Leading the performance evaluation of the Board and each

ofits members.

• Providing a sounding board for the CEO on key business

decisions, challenging proposals where appropriate.

• Promoting the profile and perception of the Group publicly

and amongst its stakeholders.

• Ensuring effective communication and engagement with

shareholders and other stakeholders on key matters and

that members of the Board understand the views of such

shareholders and other stakeholders.

• Ensuring the effective oversight of Board membership and

succession planning in conjunction with the Nomination

Committee, taking into account the skills, experience,

knowledge, and diversity of Board members.

• Ensuring, with the support of the CEO and Company

Secretary, that effective induction programmes exist for

onboarding new Board members.

• Encouraging the continued development of the Directors

andthe Board as a whole.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

CORPORATE GOVERNANCE REPORT CONTINUED

CHIEF EXECUTIVE OFFICER

Role

The Chief Executive leads in the development and implementation of strategy and has overall responsibility for the management

and performance of the Group and its businesses.

Key responsibilities:

• Developing and implementing the Group’s strategy and

commercial objectives.

• Promoting the Group’s culture and behaviours and adhering

to the highest standards of integrity and governance.

• Managing risk and risk mitigation strategies to safeguard the

reputation of the Group and its businesses.

• Effecting the decisions of the Board and its Committees.

• Establishing an annual budget consistent with the

agreedstrategy.

• Providing input into the Board’s agenda.

• Ensuring that dialogue is maintained with the Chair on

important issues facing the Group.

• Ensuring open and regular communication and engagement

with shareholders and other stakeholders.

• Developing and overseeing the Group’s Environmental, Social

and Governance work, and sustainability strategy.

SENIOR INDEPENDENT DIRECTOR ("SID")

Role

The Senior Independent Director acts as a sounding board for the Chair, providing him with support in the delivery of his objectives.

Key responsibilities:

• Serving as an intermediary for other Directors,

where necessary.

• Being available to shareholders to deal with concerns which

cannot otherwise be resolved through ordinary channels.

• Leading in the performance evaluation of the Chair.

• Ensuring an orderly succession process for the Chair.

NON-EXECUTIVE DIRECTORS (INCLUDING THE CHAIR AND THE SID)

Role

The Non-Executive Directors bring skills, knowledge and experience to the Board.

Key responsibilities:

• Providing independent and constructive challenge to the

Executive Directors.

• Helping to develop Group strategy with an independent outlook.

• Devoting time to develop and refresh knowledge and skills,

and being well-informed about the Group.

• Serving on Board Committees.

• Satisfying themselves as to the accuracy of the Group’s

financial results and the effectiveness of controls and systems

of risk management.

• Determining appropriate levels of remuneration for

Executive Directors.

• Having a key role in succession planning.

The Board is supported by the Company Secretary, who assists the Chair and the rest of the Board to uphold corporate

governance standards. The Company Secretary ensures compliance with Board procedures and provides support to the Chair.

Headvises the Board on corporate governance developments and ensures that the Board receives information in a timely manner.

The Company Secretary is able to access appropriate resources, services and advice to support the Directors as required. The

Company Secretary also arranges and considers Board effectiveness reviews in conjunction with the Chair, facilitates Directors’

induction programmes for new members and assists with ensuring that the Board has appropriate training.

Powers and Responsibilities

The powers of the Directors are set out in the Company’s Articles of Association which can be located on our investor website

www.carrsgroup-ir.com/. In addition, the Directors have responsibilities and duties under legislation, in particular those arising

under section 172 of the Companies Act 2006.

Carr's Group plc | Annual Report and Accounts 2024

Non-Executive Director Independence

The Board reviews the independence of its Non-Executive Directors regularly. Taking into account all circumstances, including

those factors set out in the UK 2018 Corporate Governance Code, the Board considers Non-Executive Directors Shelagh Hancock,

Stuart Lorimer, Gillian Watson and Fiona Rodford to be independent. The Board considers Tim Jones as Non-Executive Chair to be

independent. Martin Rowland was appointed as a Non-Executive Director of the Company on 6 March 2023. Martin is appointed

as a representative of Harwood Capital Management Limited (“Harwood”) pursuant to a relationship agreement between the

Company and Harwood. On 13 November 2023, Martin was appointed as Executive Director of Transformation for a fixed term of

12 months. As announced on 12 November 2024 Martin was re-appointed as a Non-Executive Director of the Company on

13 November 2024. As a representative of Harwood and former Executive Director, the Board does not consider Martin Rowland

to be independent. Ian Wood stood down as a Non-Executive Director on 8 October 2024 having served a total of nine years and

seven days, in order to allow a smooth handover following year-end; the Board does not consider that Ian’s independence was

impaired by the length of his appointment.

Directors’ External Appointments

Prior to appointment to the Board, Directors are required to disclose any significant commitments outside of the Company.

Clearance is also required in advance of taking on any new commitments to ensure that any impact on the time devoted to the

Company can be identified and addressed.

Directors’ Conflicts of Interest

The Companies Act 2006 and the Company’s Articles of Association require the Board to consider any actual or potential conflicts

of interest. The Board has a policy for managing and, where appropriate, authorising actual or potential conflicts of interest, or

related party transactions. Directors are required to declare any interests they or close family members have in any organisations

that are not part of the Group, as well as other circumstances which could give rise to a conflict of interest. Registers of related

parties and third-party interests are regularly reviewed by the Board. Directors are required to seek clearance before taking on any

new appointments to ensure that any potential conflicts of interest can be identified and addressed appropriately. Any potential

conflicts of interest in relation to proposed Directors are considered by the Board prior to an individual’s appointment. In FY24, there

were no declared conflicts of interest relating to external appointments, and there have been no declared conflicts of interest in

the period from 1 September 2024 to the date of this Annual Report and Accounts.

At the outset of every Board meeting, Directors are required to declare any actual or potential conflicts in relation to matters on

the agenda.

In the first half of FY24, discussions concerning CEO and CFO succession took place, as well as discussions relating to the

appointment of the Executive Director of Transformation. In respect of such discussions, Peter Page (in respect of CEO succession),

David White (in respect of CEO and CFO succession), and Martin Rowland (in relation to the appointment of the Executive Director of

Transformation) were directly interested and therefore were not present when such matters were discussed. In the first half of FY25

Martin Rowland was not present when discussions took place in relation to Martin’s re-appointment as a Non-Executive Director.

1. As announced on 12 November 2024 Shelagh Hancock will be standing down from the Board with effect from on 31 December 2024. This will result in the Board being

comprised of three independent Non-Executive Directors (excluding the Chair) and two non-independent Directors (David White as CEO, and Martin Rowland as the

Non-Executive Director representative of Harwood).

Director Induction and Development

Upon joining the Group, each Director completes an induction which ensures each new Director is fully informed and has

the necessary support. Once appointed, each Director is provided with information on the Group’s corporate governance

arrangements, together with key policies and procedures and access to Board and relevant Committee papers. New Director

inductions also typically include meeting with the CEO, CFO, Company Secretary and members of the Senior Management Team

and visits to several of the Group's operational sites.

The Chair is responsible for ensuring that all Directors receive comprehensive information on a regular basis to enable them to

perform their duties properly. Briefings are provided to the Board where necessary on areas including regulatory updates, the UK

Listing Rules requirements and Market Abuse Regulations compliance. Information on upcoming legal and regulatory changes is

also provided to the Board as and when appropriate.

Support and Advice

All Directors have access to the advice and the services of the Company Secretary and access to Senior Management across the

Group where required.

Directors can obtain independent professional advice at the Group’s expense in performance of their duties as Directors. None of

the Directors obtained independent professional advice at the Company’s expense during FY24.

The Board and the Board Committees are also supported by external advisers on a regular basis in respect of matters such

as remuneration, pensions, property, governance and compliance. PricewaterhouseCoopers LLP ("PwC") continued to act

as professional advisers to the Remuneration Committee during the year. Further details can be found in the Remuneration

Committee Report on pages 96 to 119 (inclusive).

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

CORPORATE GOVERNANCE REPORT CONTINUED

Board Activity in FY24

Area of Focus

In addition to the regular items, during FY24, specific areas of focus for the Board identified at the start of FY24 included:

Area of focus Progress

Development of the strategy across both divisions to

increase shareholder value.

The Board has overseen the options to dispose of the Engineering

Division during the year and has reviewed, challenged and

approved the strategic plan for the Agriculture Division.

Embedding new Agriculture divisional leadership,

supporting them to develop commercial opportunities

anddrive operational efficiencies.

Members of the Board were consulted during the appointment

of the Global Agriculture CEO (Josh Hoopes) and have supported

the induction of Josh and other members of his leadership team.

As noted above, the Board thoroughly reviewed the Agriculture

strategy in June 2024.

Assessment of opportunities to invest in the Engineering

Division, to optimise production capacity and maximise

growth potential.

Support has been provided to invest in the UK Engineering

business in particular, with a long-term property lease approved

for an industrial property in Carlisle. This expansion in available

capacity supports future growth plans.

Strengthening the role of the Environmental Advisory

Group in setting the direction of the Group’s response to

climate-related risks and opportunities.

Approval of the Sustainability and Impact Steering Committee

and its associated terms of reference (as well as interaction with

the Environmental Advisory Group) has strengthened the Group’s

response to climate-related risks and opportunities.

Driving further improvements in the Group’s financial

reporting processes to improve performance management

and forecast accuracy.

The Board has supported changes in personnel and system

improvements which will provide a foundation for improved

performance management.

Implementation of ERP system in US feed blocks business. The Board had oversight of the successful go-live of the ERP

system in July 2024.

Onboarding new Board members. During FY24, two new Board members joined the Board: Gillian

Watson as Senior Independent Director, and Fiona Rodford, who

became Remuneration Committee Chair from 31 July 2024. New

Board members completed an induction, met with other Board

members and members of the Senior Management Team and

completed visits to several of the Group’s operational sites.

Focus for FY25

At the date of writing this Annual Report and Accounts, it is anticipated that the following areas will receive focus by the Board

during FY25:

• Oversight of the conclusion of plans for the disposal of the Engineering Division and the transition to the Agricultural operation

model

• Review allocation of capital and consider returns to shareholders in light of the distinct strategies for the Engineering Division

and the Agriculture Division

• Assessment of opportunities in the Agriculture Division to improve operating margin across the portfolio

• Refresh approach to sustainability to support Agriculture strategy

Board Evaluation

The Board reflects on its performance and effectiveness annually. In FY24, the Board review was facilitated externally with the

support of a third party, Bvalco, working alongside the Chair with support from the Company Secretary. Bvalco do not have any

connection to the Company or to any member of the Board, other than having previously carried out a third-party board evaluation

at another company where Board Chair Tim Jones was, at that time, the Chair.

The feedback was the subject of review and discussion by the Board. Overall, there was a positive response to the functioning of

the Board and Committees. As there had been a number of changes at Board and Committee level during the year, the evaluation

provided a timely and valuable perspective on Board Governance. The recommendations which the Board plan to take forward for

FY25 are set out below. An update will be provided in the Company’s FY25 Annual Report and Accounts.

Carr's Group plc | Annual Report and Accounts 2024

Recommendation Proposed Action Progress to date

Recommendations from external evaluation during FY24:

Effectiveness of the Chair Maintain focused discussion and

summarise more frequently.

Ensure 1-2-1 annual feedback

sessions for all the NEDs.

Ongoing – started at July meeting and will

continue.

More regular communication about

progress on key projects

To keep the Board appraised of

progress against key milestones.

Regular NED calls diarised outside of existing

Board meetings. Project updates are provided

between Board meetings when merited.

Deepen oversight of the performance

of the business

Ensure the Board has a deeper

connectivity to the businesses

and performance and has a

visible presence.

Structured visits to operational sites by NEDs

throughout the year are planned, ensuring as

many sites as possible are visited by various

Board members.

Increase focus on Group purpose

andstrategy

Consider scenario planning

to support improved ultimate

decisionmaking.

Current focus is on options to dispose of

theEngineering business and the successful

execution of the Agriculture strategy.

Increase Board knowledge

ofourpeople

Establish a programme which will

ensure Board interaction with key and

high-potential employees.

Board timetable now includes "Talent

Management" as a topic to be covered at least

twice per year. Visits to sites by Board members

(as noted above) will also enhance knowledge

of team capabilities.

Review Board size and composition

(including the Committees)

Consider the optimal Board size and

composition to support each of the

strategies for the two Divisions.

Board size and composition will be considered

as part of wider transition plan following a

successful disposal of Engineering Division.

Improve team cohesiveness of

theBoard

Deepen working relationships among

Board members.

Following any revised Board composition, create

a plan to build teamwork and enhance existing

working relationships among Board members.

The recommendations agreed following the internal review in FY23 were a focus for the Board throughout the year. A summary of

the recommendations together with actions taken and future plans are set out below:

Recommendation Proposed Action Progress in FY24

Recommendations from internal evaluation during FY23:

Focus on Group purpose and values Review of the Group’s

purpose and values to ensure

these are reflective of the

strategy and Group.

New values were rolled out across the Group during FY24

following a programme of engagement with all areas of

the business. For more information see pages 16.

Stakeholder engagement More structured engagement

programme for the Board

with all stakeholder groups

together with informal

engagement opportunities

to be reviewed to enable

the Board to be closer to

stakeholders.

The Board has continued to engage with its stakeholder

groups throughout the year. A programme for

communications and engagement will continue to evolve

as the Group’s strategy progresses during FY25.

Details of stakeholder engagement during FY24 can be

found in the Corporate Governance Report on pages 68

to 87 (inclusive).

Ongoing review of Board

performance, composition and skills

throughout the year

Regular review of skills and

experience to ensure the

Board is well positioned to

continue reviewing strategic

options for the Group.

Appraisals of the Non-Executive Directors and the Chair

took place during FY24. Changes in the composition of

the Board during the year reflect the focus on delivering

the strategy. For further details, see the Nomination

Committee Report on pages 88 to 91 (inclusive).

Board focus Review of Board agenda

topics, updates and focus to

ensure Board and Committee

meetings are effective and

continue to have an in-depth

understanding of the market in

which the businesses operate.

The annual Board Planner was reviewed and updated to

reflect the Board’s focus for FY24, and to ensure that the

Board had a holistic view of the Group, as well as matters

impacting the business and colleagues. Standing agenda

items were refreshed and refocussed and Board and

Committee dates and locations reviewed and revised

where appropriate to better reflect the corporate calendar.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

CORPORATE GOVERNANCE REPORT CONTINUED

Section 172 Statement

Effective engagement enables us to focus on what matters, improve

business and operations, and create long-term value for all our

stakeholders. It enables us to understand the interests and perspectives

of our stakeholders and to take those into account in the discussions and

decisions of the Board and Board Committees. Engagement supports

the principles of Section 172 of the Companies Act 2006 which requires

directors of a company to act in the way which they consider, in good

faith, would be most likely to promote the success of the company for the

benefit of its members as a whole, and in doing so have regard (amongst

other matters) to the factors set out in Section 172(1) (a-f).

Engagement

withstakeholders

during FY24

These factors are carefully considered

in the Board’s key decisions and

strategic discussions. The Board

receives regular updates and reports

from business areas which include

matters concerning our stakeholders.

Directors are also provided with details

of our strategic progress, financial

performance and risk management

with Health and Safety, sustainability

and impact and corporate governance

being discussed at each Board meeting.

The information received is considered

in the Board’s discussions, with the

Board seeking further information and

assurances where appropriate.

Carr's Group plc | Annual Report and Accounts 2024

Case Study

Disposal of the Engineering Division

In FY24 we undertook another important step in our

strategy by commencing the process to dispose of our

Engineering Division. The Board was aware that any sale of

the Engineering Division would be a significant milestone in

shaping the Group's future and require careful consideration

of the views of our stakeholders. The internal strategic

review process which took place during 2022 started with

the consideration of the views of our various stakeholder

groups, details of which can be found on page 44 of the

FY22 Annual Report and Accounts. There followed the

disposal of the Agricultural Supplies Division in October

2022, and in April 2024 we announced that we were

exploring options to dispose of our Engineering Division. The

Board have considered the consequences of proceeding

with the disposal of the Engineering Division, and the impact

on the stakeholder groups. The Board is confident that a

disposal will deliver optimal shareholder value and will

leave the Group fully focussed on improving performance

in the Agriculture Division. Employees are considered likely

to benefit from a disposal, by placing both divisions in a

position to concentrate on their respective sectors. For the

remaining Group, plans to evolve our Agriculture products

and explore new market opportunities have included

considerations of the environmental benefits of our products

and the impact on our planet as well as the effects on local

communities. Growth in existing markets alongside an

enhanced product portfolio will benefit customers, suppliers

and ultimately shareholders.

Case Study

Board Succession and Senior Management Appointments

During FY24, the Board oversaw the appointment of Gillian

Watson as a Non-Executive Director and successor to John

Worby as Senior Independent Director; and the appointment

of Fiona Rodford as a Non-Executive Director and successor

to Ian Wood as Remuneration Committee Chair. The Board

also announced the departure of Peter Page from the Board

and the Group, and subsequently the appointment of former

CFO, David White, as CEO, and Martin Rowland as Executive

Director of Transformation, Martin having previously been

a Non-Executive Director. TheRemuneration Committee

also oversaw the appointments of Gavin Manson as CFO,

and Josh Hoopes as CEO, Global Agriculture, both Senior

Management positions. These changes at Board and

Senior Management level required full consideration of

the interests and impact upon our colleagues, investors,

strategic partners, suppliers and customers.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

CORPORATE GOVERNANCE REPORT CONTINUED

Employees

Engagement

We value open communication, active listening, and mutual respect

and trust. For the Board to operate effectively, it is essential that we

communicate with colleagues at all levels regarding matters which

impact them.

Communication and engagement with colleagues takes place through a

variety of methods. Executive Directors have an open door policy, which

allows for informal conversations and meetings. The Executive Directors

also hold briefings and meetings wherever possible in person and utilising

Teams to inform colleagues of Group performance and business-related

matters. The Group’s intranet, CarrsConnect, also enables colleagues

to keep up to date with news across the Group, and is a platform where

key messages, briefings and announcements are posted. Historically,

the Group has undertaken online employee engagement surveys and/

or engagement meetings to obtain feedback direct from our employees.

Board meetings can be held at operational sites, and Board members visit

sites in between Board meetings which enables the Board to understand

the views of our people together with the issues and opportunities for

them and their businesses. The Board has an appointed Employee

Engagement representative, Fiona Rodford, who is responsible for

ensuring that the interests of all colleagues are properly considered at

Board meetings.

Action

During FY24, we launched our inaugural “Ideas

Workshops” across most of the business. These

in-person, facilitated meetings enabled people to

speak up, solve issues and shape the future of the

business. As a result of these meetings, dedicated

Action Communication Teams (“ACT”) have been

created to deliver on the ideas and actions for

improvement generated by the Ideas Workshops,

and the Board receives regular updates on the

progress of actions. Throughout the year, the

CEO provided updates to the Board on employee

matters, which now includes metrics such as

starters and leavers, and diversity and inclusion

data. The impact on employees of the decisions

to make corporate and organisational changes in

the Group have also been considered by the Board

during FY24. Members of the Board have visited

sites in the UK, USA and Germany and Board

meetings have been held at different sites

when possible.

Investors

Engagement

All investors, whether private individuals, employee shareholders or

institutional investors, need to be able to trust us to manage their assets

and execute the Group’s strategy in an ethical, sustainable manner, and in

accordance with good governance, acting fairly as between members of

the Company.

We communicate with our investors using a variety of different mediums.

Members of the Board and the Company Secretary regularly engage

with investors on governance issues and other matters concerning the

Board and our CEO and CFO meet with investors following half-year and

year-end results announcements, and as requested at other times. All

shareholders and potential investors can access the Company’s investor-

specific website at www.carrsgroup-ir.com. Significant matters relating

to trading or development of the Group are disseminated to the market

by way of Stock Exchange announcements, and are uploaded to the

Company’s website. We maintain a regular calendar of announcements

and events for investors and host accessible online presentations on the

full-year and interim results. All reports and updates are made available

on the Company’s website. The Group maintains dialogue with substantial

and institutional shareholders and analysts. Enquiries from individual

shareholders are welcomed and should be addressed through the

Company Secretary’s office.

Action

During the year, our CEO, Executive Director of

Transformation and CFO met with institutional

shareholders, brokers and analysts on a variety

of matters in particular as detailed on page 69.

The Board is briefed on the outcomes of such

discussions and listen and respond to the views

and feedback as necessary. Our Chair, Tim Jones,

maintained a regular dialogue with shareholders

throughout the year, answering individual queries

and engaging in discussions to better understand

their views. As always, our AGM provided an

opportunity for shareholders to meet with and

ask questions of the Board. Shareholders were

introduced to new members of the Board, and the

Board met with individuals in person before and

after the meeting. In FY24 we specifically engaged

with a major shareholder in relation to voting at the

AGM on 20 February 2024. In addition, in FY24 we

also published the outcome of discussions with a

major shareholder in relation to the voting on the

Report of the Remuneration Committee at the

General Meeting on 2 May 2023.

On the following pages, we highlight our key stakeholders, how we have engaged with

them during FY24 and the actions taken as a result of such engagement. These disclosures

demonstrate our recognition of, and regard for, the matters set out in section 172(1) of the

Companies Act 2006.

Carr's Group plc | Annual Report and Accounts 2024

Suppliers

Engagement

Regular engagement with our suppliers and distributors allows us to

better understand their needs and priorities and helps shape our strategy.

Our Agriculture strategy underlines our desire to work with value-added

ingredient partners who share our same passion and commitment to

research-proven solutions. Our Engineering Division has well-established

relationships across its supply chain, built on mutual respect and

proven performance.

Engagement with suppliers takes the form of regular and open dialogue

between our management teams and with those with whom we do

business. We hold meetings with our suppliers and distributors on a

regular basis. Colleagues also attend UK and international trade events

and shows to maintain and develop relationships.

Action

Throughout FY24 we have maintained a dialogue

with suppliers to understand their developing

needs. This regular contact through calls and virtual

meetings has enabled us to revisit and refine our

strategy, particularly in the Agriculture Division as

we look at ways to create efficiency and scale in

procurement, production, and supply chains. Such

visits have also provided an opportunity to evaluate

our suppliers, and distributors, own processes

and practices.

Customers

Engagement

Customer engagement is key to our business. Our Agriculture strategy

is underpinned by market-leading brands with a track record of quality,

innovation and customer service. As we implement our Agriculture

strategy, focus is on further developing these respected products to

better respond to customer needs in our core markets. Understanding our

customers' needs has been the cornerstone of our Engineering Division,

particularly on large-scale, long-term projects as we work together to

mitigate risk, plan for contingencies and provide support.

Our sales and customer service teams are critical and essential for growth.

They are responsible for developing and maintaining relationships with

those we do business with. This is achieved by regular meetings with

customers, attendance at industry events, trade shows and engagement

with local communities. Key customer dialogue is reported to the Board to

ensure that customer perspectives are properly understood as part of the

Board’s decision-making process.

Action

During FY24 we have maintained our existing

customer relationships, and also explored ways

in which to develop new relationships. We have

continued to engage with end-users of our

products through our social media channels, and

we are currently reviewing and developing further

our website and social media communications

as we seek new ways to encourage interest in

and dialogue about our businesses and products.

Further information can be found at

www.carrsgroup.com

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

CORPORATE GOVERNANCE REPORT CONTINUED

Communities

Engagement

Our local communities are vital to our business and we

recognise that we have an impact on those around us. Each

community is different and it is important that we understand

and appreciate what is important to them, from the provision

and retention of jobs, to investment in local economies, from

well-being and social support to education and opportunities.

Engagement with our local communities takes a number

of different forms, and can differ from site to site. We are

aware that not “one size fits all” and have enabled our sites

to undertake engagement with communities by the means

most appropriate to them. This includes encouraging active

participation in community initiatives, supporting a range

of selected charitable causes, and developing our own

employment and apprenticeship schemes. Details of our

support for our local communities, and opportunities to get

involved are published on our intranet site CarrsConnect.

Issues facing local communities may be reported to the Board

where they are likely to impact decision making.

Action

During FY24 our people have devoted considerable time and

resources to good causes and community initiatives including

supporting local food banks, local charities, and sponsoring

local events near to our sites.

For more information see our Sustainability and Impact Report

on page 39.

Environment

Engagement

Operating a sustainable business and managing the

impact of that business are key to the success of the

Group. We take our environmental responsibilities

seriously, constantly seeking to minimise our impact

ontheworld we operate in.

We ensure that we practise responsible behaviours at

all times within the Group. Training on environmental and

sustainability matters was introduced into our new starter

induction process in FY23. As a business we are party to

raw material sustainability programmes and our Green

Teams encourage ownership of local initiatives aimed at

addressing the environmental and social impacts of our

business at local level. Environmental matters are reported

to the Board as part of the regular CEO updates on

sustainability and impact.

Action

During FY24 we have invested in a new technical team for our UK

Agriculture business, to help deliver enhanced products focused

on the environmental benefit to our customers and their livestock,

as well as on the raw material inputs and their associated impact

on the planet. We have revised our governance structure to

support and complement existing environmental activities, with a

new Sustainability and Impact Steering Committee being chaired

by our CEO, providing a direct link to the Board. Green Teams

have continued to promote sustainability and implement resource

efficiencies at a local level.

For more information see our Sustainability and Impact Report

on pages 33 to 45 (inclusive).

Carr's Group plc | Annual Report and Accounts 2024

Further information can be found throughout this FY24 Annual Report and Accounts which demonstrates how the Board

discharges its duties under Section 172 and considers the factors set out in Section 172(1) (a-f):

Section 172 Specific References

(a) the likely consequences of any decisions in

the long term

Chair's Statement (pages 06 and 07 (inclusive))

Strategy (pages 08 to 09 (inclusive))

Principal Risks and Uncertainties (pages 28 to 31 (inclusive))

Corporate Governance Report (pages 68 to 87 (inclusive))

Options to dispose of Engineering Division (pages 83)

(b) the interests of the company’s employees Sustainability and Impact Report (pages 33 to 45 (inclusive))

Corporate Governance Report (pages 68 to 87 (inclusive))

relationships with suppliers, customers and

others

Corporate Governance Report (pages 68 to 87 (inclusive))

Strategy Report (pages 06 to 65 (inclusive))

(d) the impact of the company’s operations on

the community and environment

Sustainability and Impact Report (pages 33 to 45 (inclusive))

Corporate Governance Report (pages 33 to 45 (inclusive))

(e) the desirability to maintain a reputation for

high standards of business conduct

Sustainability and Impact Report (pages 33 to 45 (inclusive))

(f) the need to act fairly as between members

of the company

Corporate Governance Report (pages 68 to 87 (inclusive))

3. Compliance Statement

The Board confirms that the Company has, throughout FY24, applied the principles, both in spirit and in form, and complied with

the requirements of the UK 2018 Corporate Governance Code issued by the Financial Reporting Council, with the exception of

provision 10 noted below.

Code Provision 10: Non-Executive Director service for more than nine years

Ian Wood stood down as a Non-Executive Director on 8 October 2024, having first being appointed as a Non-Executive Director

of the Company on 1 October 2015. Given that his tenure overran the recommended term by a matter of days, the Board did

not consider Ian’s independence compromised, with the additional time allowing Ian’s attendance at a further scheduled Board

meeting, allowing the completion of a structured handover.

Justin Richards

Company Secretary

11 December 2024

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

NOMINATION COMMITTEE REPORT

Introduction

The Nomination Committee reviews the leadership

needs of the Group to ensure that the Board has

the skills and experience required to deliver against

the Company’s strategic objectives and effectively

compete in the marketplace now, and in the future.

Committee membership

The Committee currently comprises the Chair, Tim Jones, and four

independent Non-Executive Directors, Shelagh Hancock, Stuart Lorimer,

Gillian Watson and Fiona Rodford. Peter Page, who formerly chaired

the Nomination Committee, stepped down from the Board and this

Committee on and left the Group on 17 November 2023. John Worby

was a member of the Committee until 31 October 2023, when he retired

from the Board. Gillian Watson joined the Board on 9 October 2023, also

becoming a member of the Committee. On 20 February 2024, Fiona

Rodford joined the Board and this Committee. Ian Wood stepped down

from the Board and its Committees on 8 October 2024, having served

just over nine years as a Non-Executive Director. As announced on 12

November 2024 Shelagh Hancock will step down from the Board and its

Committees on 31 December 2024.

Meetings in the year

The Committee met on two scheduled occasions during FY24.

Details of attendance can be found on page 76.

Responsibilities and activities of the Committee

The key areas of activity over FY24 are shown below, alongside the key

responsibilities of the Committee. In some instances, the activities noted

spanned more than one financial year.

Further details of the responsibilities of the Committee can be found in

the Nomination Committee’s Terms of Reference located at

www.carrsgroup.com/corporate-governance.

NOMINATION COMMITTEE MEMBERS*

Tim Jones (Chair)

(Non-Executive Director)

Shelagh Hancock

(Non-Executive Director)

Stuart Lorimer

(Non-Executive Director)

Gillian Watson

(Non-Executive Director)

Fiona Rodford

(Non-Executive Director)

* As at the date of this report

Tim Jones

Nomination Committee Chair

Carr's Group plc | Annual Report and Accounts 2024

Key Responsibilities of the Committee Activities during the year

Reviewing the structure, size and

composition of the Board and monitoring

the range of skills, knowledge and

experience required for the Board to

operate effectively and to deliver the

Group’s strategy.

• Review of Director skills to assess the range of skills, attributes and experience

on the Board, to ensure that it remains effective, balanced and suited to the

Group’s strategic priorities.

• Undertook an external Board effectiveness review.

• General review of the structure, size, composition and diversity of the Board, its

Committees and Senior Management across the Group, with particular focus on

the required capability needs to support the Group's strategy.

Overseeing Board and Senior

Management succession planning,

including setting objective selection

criteria and transparent recruitment

processes, and making recommendations

to the Board in relation to the appointment

of Executive and Non-Executive Directors.

• CEO succession, with David White being appointed as CEO with effect from

17 November 2023 following Peter Page stepping down from the Board and

leaving the Group.

• CFO succession with the appointment of Gavin Manson as Senior Manager and

CFO with effect from 13 November 2023.

• Appointment of Martin Rowland as Executive Director of Transformation with

effect from 13 November 2023 and re-appointed as a Non-Executive Director

on 13 November 2024.

• Non-Executive Director succession planning, with Gillian Watson being appointed

to the Board on 9 October 2023, and appointed Senior Independent Director

on 31 October 2023, and Fiona Rodford being appointed to the Board on 20

February 2024 and becoming Remuneration Committee Chair on 31 July 2024.

• Senior Management succession planning.

Setting the Group’s policy on diversity

and inclusion and overseeing its

implementation in succession planning

across the Group.

• Implementation of the Board’s policy on diversity and inclusion through

succession planning and recruitment of Board members.

• Review of the breadth of skills, experience, knowledge and diversity amongst

the Board.

Reviewing the leadership needs of the

Group, both Executive and Non-Executive,

to ensure the businesses operate

effectively in their particular markets.

• Board training on several topics delivered.

• Consideration of options on the size of the Board and the expertise and

experience required to support the Group's strategy.

• Evaluation of Board composition and skills.

Reviewing the Committee’s Terms of

Reference to ensure it is operating effectively

and reflects the Committee’s remit and

recommending any changes it considers

necessary to the Board for approval.

• Review and update the Committee’s Terms of Reference – published on the

Group’s investor website. www.carrsgroup-ir.com

Reviewing the results of the Committee’s

performance evaluation.

• Following feedback from external review, action plans as detailed below.

Further information on the above

activities is set out on the pages which

follow.

Board Composition

As part of the Group’s succession

planning and to ensure that the Board

possesses the necessary experience and

skills to support the Group's strategy, new

Non-Executive Directors were welcomed

to the Board during FY24.

Non-Executive Directors

As previously reported, the Nomination

Committee commenced a search for

an additional Non-Executive Director

to join the Group following the AGM

in February 2023. The recruitment

process was led by the Committee

supported by Pure Executive. In

selecting candidates for the role, a

detailed profile matrix was developed

that also included the position of Senior

Independent Director, a role which

had been fulfilled by John Worby. The

Committee considered experience

of public companies of similar scale

to Carr’s Group, sector experience as

well as board committee experience.

Important skills and characteristics as

well as the balance of skills, experience

and knowledge present across the

existing Board, the culture of the Group

and the benefits of diversity were

also considered. 369 people were

identified as potential candidates, of

which eight were interviewed. The

short-list comprised six individuals,

all female, one being from a diverse

ethnic background. Following the

Committee’s recommendation, Gillian

Watson was appointed to the Board

on 9 October 2023 as an independent

Non-Executive Director. Gillian was

also appointed to the Nomination

Committee, Audit Committee (now Audit

and Risk Committee) and Remuneration

Committee and has held the position of

Senior Independent Director since John

Worby’s retirement from the Board.

As previously reported, John Worby

stood down as Audit Committee Chair

following the General Meeting of the

Company held on 2 May 2023 and after

nearly nine years at Carr’s, retired from

the Board on 31 October 2023. John left

the Company with the Board’s thanks

and best wishes for the future.

Martin Rowland, who was appointed as

a Non-Executive Director representing

Harwood Capital Management Limited

(“Harwood”) pursuant to a relationship

agreement between the Company and

Harwood, was appointed as Executive

Director of Transformation from

13November 2023 (see below).

As announced on 12 November 2024

Martin was re-appointed as Non-

Executive Director on 13November2024.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

NOMINATION COMMITTEE REPORT CONTINUED

1. The Committee’s Terms of Reference state that the Nomination Committee is required to make recommendations to the Board concerning suitable candidates

assuccession for existing Directors.

During the search for a Non-Executive

Director to join the Group and replace

John Worby as Senior Independent

Director upon his retirement, the

Committee met with Fiona Rodford.

Having been impressed by Fiona’s

extensive experience as a Chief People

Officer within large global businesses,

the Committee considered that she

possessed skills and experience

that would be invaluable as Ian

Wood approached the end of his

nine-year tenure on the Board and

recommended her appointment to the

Board. Accordingly, on 20 February

2024 Fionabecame a Non-Executive

Director, and member of the Company’s

Nomination and Remuneration

Committees, succeeding Ian as

Remuneration Committee Chair on

31 July 2024, following a structured

handover ofresponsibilities. Fiona also

became a member of the Audit and Risk

Committee on 6 December 2024.

Having served nine years as a Non-

Executive Director, Ian Wood stood

down from that office on 8 October

2024. Ian’s tenure as a Non-Executive

Director totalled nine years and seven

days, in order to allow a smooth

handover following year-end; the

Board does not consider that Ian’s

independence was impaired by the

length of his appointment. Ian leaves the

Company with the Board’s thanks and

best wishes for the future.

As announced on 12 November 2024

Shelagh Hancock will be standing down

from the Board on 31 December 2024.

We wish Shelagh continuing success

forthe future.

Chief Executive Officer

As previously reported, Peter Page

stepped down from the Board and left

the Group on 17 November 2023. The

process to identify a successor to Peter

Page was led by Tim Jones as Chair

of the Nomination Committee. David

White, who had joined the Board as

Chief Financial Officer on 21 February

2023 and considered at that time to be

a potential successor for the CEO role,

was identified as a candidate. Following

discussions and consideration of the

Group’s requirements following the

disposal of the Agricultural Supplies

Division, the strategic plan and the need

for an efficient and orderly handover

of responsibilities, as well as previous

experience in international senior

leadership, operations and finance

roles, the Nomination Committee

recommended David as the new CEO.

The recommendation was approved by

the Board and David was appointed as

CEO with effect from 17 November 2023.

Chief Financial Officer

On 13 November 2023, it was announced

that following the Committee’s

recommendation, David White would

be appointed Chief Executive Officer

with effect from 17 November 2023.

Following a recruitment process

supported by recruitment consultants

Eton Bridge, and in accordance with

the Committee’s Terms of Reference

the Committee recommended to the

Board the appointment of Gavin Manson

as the new CFO, taking effect from

13November 2023. As new CFO, Gavin

has not been appointed to the Board but

attends Board meetings by invitation.

Executive Director

ofTransformation

Martin Rowland was appointed

Executive Director of Transformation

with effect from 13 November 2023.

The appointment of an Executive

Director of Transformation was led by

Nomination Committee Chair, Tim Jones.

The Committee considered the role

complementary to the existing Executive

Director position (namely the CEO) and

considered the skills and experience

the role would require to effectively

implement the Group’s strategic plan.

The Committee recommended to the

Board that, given his experience in

operational and strategic positions in

mid-size and large corporates as well

as his executive and non-executive

board experience, Martin Rowland be

appointed as Executive Director of

Transformation. The recommendation

was approved by the Board. Martin

was re-appointed as a Non-Executive

Director of the Company following

the end of his 12-month contract as

Executive Director of Transformation.

Committee Succession

Changes in Committee membership

reflect the Company’s Non-Executive

Director succession planning. Gillian

Watson joined the Nomination

Committee, the Audit and Risk

Committee and the Remuneration

Committee on 9 October 2023 and

John Worby stepped down from the

Board and its three Committees on 31

October2023. PeterPage stepped down

from the Board and the Nomination

Committee and left the Group on 17

November 2023. On her appointment to

the Board on 20 February 2024, Fiona

Rodford also joined the Nomination

Committee and the Remuneration

Committee, subsequently succeeding

Ian Wood asRemuneration Committee

Chair on 31July 2024. Fiona also

became a member of the Audit and Risk

Committee on 6 December 2024.

As at the date of this report, Board Committee membership is as follows:

Nomination Committee Audit and Risk Committee Remuneration Committee

Tim Jones (Chair) Stuart Lorimer (Chair) Fiona Rodford (Chair)

Shelagh Hancock Shelagh Hancock Shelagh Hancock

Stuart Lorimer Gillian Watson Stuart Lorimer

Gillian Watson Fiona Rodford Gillian Watson

Fiona Rodford Tim Jones

Carr's Group plc | Annual Report and Accounts 2024

Group Succession Planning andDevelopment

People are key to the Company delivering its strategy and meeting its objectives. The

Committee keeps the structure, size and composition of the Board under review and

makes recommendations to the Board to ensure that plans are in place for orderly

Director succession. The broader Group’s succession planning focuses upon ensuring

that a diverse pipeline of appropriately qualified and experienced employees are

recruited or developed internally to meet the future management and leadership

needs of the Group. Recruitment processes for leadership and senior positions across

the Group are managed under the supervision of the Senior HR leadership, inviting

both internal and external candidates. Independent recruitment consultants are also

appointed where appropriate.

Across the Group, our career pathway and employee development initiatives continue

to evolve and are designed to attract, retain and develop the best talent. Further

details of those initiatives are described on pages 37 to 39 (inclusive). During the year,

the Senior HR leadership met with the Committee to review succession planning for

Senior Management and key personnel.

Diversity and Inclusion

As at the date of this report, employee numbers were 626 across the two Divisions.

The table below shows the gender breakdown across the Group.

Gender breakdown Total Male Female

Group Employees 626 494 132

Senior Managers* 14 11 3

Direct Reports to Senior Managers 67 49 18

* Includes Executive Directors with direct reports

The Group’s principal concern when making employment decisions is ensuring

that candidates possess the skills, knowledge and experience, or the potential to

develop the required skills, knowledge and experience, to meet the requirements of

the Group. All appointments, whether external recruitments or internal promotions,

are based on merit, and are not influenced or affected by race, colour, nationality,

religion or belief, gender, marital status or civil partnership, family status, pregnancy

or maternity, sexual orientation, gender reassignment, disability, or age. There are no

differences in pay structures for persons of different genders performing similar roles.

As a multinational organisation, we aim to recruit talented people that reflect the

diverse nature of the countries, sectors and customers we serve. Wevalue the

unique contribution that each employee brings to the Group, and we are committed

to creating an inclusive work environment where all our employees can fulfil their full

potential. The Nomination Committee recognises that diversity strengthens the Board,

bringing a broad range of perspectives and richness of decision-making debate. We

are committed to extending diversity throughout the Group. Successful delivery of

the Group’s strategy depends on the recruitment and retention of a motivated and

skilled workforce in an increasingly competitive labour market. The Board recognises

that steps taken to improve diversity in the workplace increase the attractiveness of

the Group to prospective employees and enhance the available talent pool.

Details of Board diversity, including the Board Diversity Policy can be found on pages

74 and 75, and details on diversity and inclusion for all employees including Senior

Managers can be found above.

Director Independence

Details relating to Director independence can be found in the Corporate Governance

Report on page 79.

Board Evaluation

In June 2024 an external Board

effectiveness review was undertaken

with the support of Bvalco. Details of the

process and its outcomes are set out in

the Corporate Governance Report on

pages 80 and 81.

Committee Effectiveness

The effectiveness of the Committee

was considered as part of the Board’s

external effectiveness evaluation

described on pages 80 and 81. The

review found that the Committee was

well led and effectively orchestrated

important Board and leadership

appointments; it pays good attention

to long-term succession planning. The

feedback applauded the detail and

frankness of the Committee’s report

back to the Board and recommended

that each Non-Executive Director’s

annual review contain more

personalised constructive feedback,

thus allowing them to contribute even

more effectively to the Board and

continue to achieve their own personal

career goals.

Director Re-election

In accordance with best practice under

the UK 2018 Corporate Governance

Code, at the forthcoming AGM expected

to take place in February 2025, Tim

Jones, David White, Stuart Lorimer,

Gillian Watson and Martin Rowland will

each stand for re-election to the Board

and Fiona Rodford will stand for election

to the Board. As announced on

12 November 2024, Shelagh Hancock

will stand down from the Board on

31 December 2024.

The Board will set out in the Notice of

Annual General Meeting its reasons for

supporting the re-election or election of

each Director. Their biographical details

on pages 70 and 71 demonstrate the

range of experience which each brings

to the benefit of the Group.

The Nomination Committee Chair will

attend the AGM to respond to any

shareholder questions that might be

raised on the Committee’s activities.

Tim Jones

Nomination Committee Chair

11 December 2024

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

AUDIT AND RISK COMMITTEE REPORT

Introduction

During the year under review the Audit Committee

assumed delegated responsibility for risk management

in addition to its prior focus on effective governance

and financial reporting. TheCommittee was renamed

the Audit and Risk Committee and its Terms of

Reference updated.

The Committee assists the Board in discharging its responsibilities for

the integrity of the financial statements and narrative reporting, the

effectiveness of internal controls, the identification and management of

risks, and the external and internal audit processes.

The report on the pages which follow details the principal activities of the

Committee during the year, together with information on its governance.

Committee Membership

During the year the Committee comprised five independent Non-

Executive Directors: Stuart Lorimer (Committee Chair), Gillian Watson,

Shelagh Hancock, Ian Wood and John Worby. John Worby stepped

down from the Board and its Committees on 31 October 2023.

Ian Wood stepped down from the Board and Committee on 8 October

2024 .Fiona Rodford joined the Committee on 6 December 2024 and

Shelagh Hancock will step down from the Board and its Committees on

31 December 2024.

The Committee acts independently of management, and the Board is

satisfied that the Committee taken as a whole has the appropriate skills,

knowledge, experience, and understanding of the Group’s undertakings

to effectively discharge the Committee’s responsibilities.

Meetings in the Year

The Committee met on six scheduled occasions during the financial

year (details of attendance can be found on page 76) and has an agenda

linked to the Group financial calendar. The meetings are attended by the

AUDIT AND RISK COMMITTEE MEMBERS*

Stuart Lorimer (Chair)

(Non-Executive Director)

Shelagh Hancock

(Non-Executive Director)

Fiona Rodford

(Non-Executive Director)

Gillian Watson

(Non-Executive Director)

* As at the date of this report

Stuart Lorimer

Audit and Risk Committee Chair

Carr's Group plc | Annual Report and Accounts 2024

Committee members and, by invitation,

the Executive Directors, representatives

from the external auditor and other

senior finance personnel.

During the year, the Committee regularly

met privately with the external auditor.

Several additional, previously unscheduled,

Board and Audit and Risk Committee

meetings were held during the

financial year ended 31 August 2024

largely in relation to the assumption of

responsibility for risk management.

Responsibilities of the Committee

The primary role of the Committee is to

assist the Board in fulfilling its oversight

responsibilities. This includes providing

Responsibilities of the Committee Activities during the year

Financial Reporting

• Reviewing and monitoring the integrity

of the Group’s financial statements and

related narrative reporting including

the appropriateness of the Group’s

accounting policies.

• Considering the process for assessing

the Group’s prospects and the

disclosures made in the Viability

Statement in the Annual Report.

• Reviewed and challenged key financial reporting judgements and estimates.

• Reviewed the Group’s going concern and Viability Statement disclosures.

• Reviewed and approved the Alternative Performance Measures used by the

Group, including Adjusting Items.

• Where requested by the Board,

providing advice on whether the Annual

Report and Accounts, taken as a whole

is fair, balanced and understandable

and provides the information necessary

for shareholders to assess the Group’s

position and performance, business

model and strategy.

• Reviewed the Group’s financial statements and narrative to ensure that this is fair,

balanced and understandable.

• Reviewed the Group’s disclosures over assets held as "discontinued" and as

"held for sale" to ensure the appropriateness of these statutory disclosures and

supplementary disclosure.

• Reviewed the three-year time horizon for the Group’s Viability Statement.

• Reviewed the Group’s budget, forecasts and sensitivity analysis, and concluded

that the Group is viable over the three-year time horizon.

• Reviewed the Group’s disclosures in respect of the Task Force on Climate-

related Financial Disclosures.

External audit

• Reviewing and monitoring the scope and

effectiveness of the external audit, taking

into consideration relevant professional

and regulatory requirements.

• Reviewed the audit strategy and plan.

• Agreed the terms of engagement and remuneration of the external auditor.

• Considering the independence and

objectivity of the external auditor, and

the Group’s policy on the engagement

of the external auditor to supply

non-audit services.

• Reviewed the Group’s policy for non-audit work and monitored the

independence of the external auditor.

• Discussed and agreed on external auditor recommendations to improve year-

end reporting and audit process.

• Discussed with the external auditor those issues requiring judgement and

estimation, including significant debate on the accounting treatment related to

the disposal of the Agricultural Supplies Division.

Internal control and risk management

• Reviewing the effectiveness of the

Group’s internal financial controls, and

other systems of internal control and

risk management.

• Reviewed the Group’s internal controls and risk management systems, as well

as the Group Risk Register.

• Considered the actions necessary to improve the internal control environment

following assessments conducted internally and by outsourced internal audit

and challenged and subsequently agreed a plan presented by management.

• Considered key areas of risk identified by the external auditor in the context of

management's actions and the nature of the business.

Internal audit

• Reviewing the scope and effectiveness

of the internal audit function.

• Reviewed the outsourced internal audit work plan for the year and the

effectiveness and cost-effectiveness of the internal audit function.

• Reviewed reports from outsourced internal audit on the work undertaken and

the output and recommendations from that work.

Whistleblowing and anti-bribery

• Review of the Group’s whistleblowing

and anti-bribery policies and

arrangements.

• Reviewed the Group’s Whistleblowing Policy.

• Reviewed the Group’s Anti-Bribery Policy.

• Reviewed on behalf of the Board any whistleblowing or similar reports together

with their resolution.

effective governance over the integrity

of the Group’s financial reporting, the

effectiveness of its systems of internal

control and of risk identification,

management and reporting.

These responsibilities drive the main

activities of the Committee as noted below.

In some instances, the activities noted

spanned more than one financial year.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

AUDIT AND RISK COMMITTEE REPORT CONTINUED

Members of the Committee were also

involved in the selection process for

the incoming Chief Financial Officer

(Gavin Manson) who joined the Group

on 13 November 2023. Details of this

process are contained in the Nomination

Committee Report on pages 88 to 91

(inclusive). The Committee reviews

its Terms of Reference regularly

and makes recommendations to the

Board for any appropriate changes

(the Committee’s Terms of Reference

can be found on the Group’s website

at www.carrsgroup.com/corporate-

governance/). The most recent

update to the Terms of Reference

was made following the June 2024

Committee meeting. The Committee

regularly reports to the Board on how it

discharges its responsibilities.

Details on specific work undertaken

during the year are set out below:

Review of Key Judgements

andEstimates

An important responsibility of the

Committee is to review and agree

significant estimates and judgements

made by management. To satisfy this

responsibility, the Committee reviewed

detailed written reports from the Chief

Financial Officer and the external

auditor at its meetings, to review the

half-year and year-end results. The

Committee carefully considered the

content of these reports in evaluating

the significant issues and areas of

judgement across the Group.

The key areas of judgement in the year

were as follows:

• Disclosure of Discontinued Operations:

IFRS 5 sets specific criteria, which

if met, business operations or

assets to be separately disclosed

as being discontinued or held for

sale. In determining the appropriate

accounting treatment and disclosure

of certain assets, the Committee

reviewed the circumstances

surrounding each relevant disposal

group and asset individually at the

year end and also took into account

circumstances after the year end in

assessing the appropriateness of the

year-end position. In the current year

the Committee concluded that it was

appropriate under IFRS 5 to report the

businesses and assets outlined below

as being discontinued or held for sale:

– The companies comprising the

Engineering Division – allocated

into two disposal groups 1) the

division excluding the Chirton

machining business and 2) the

Chirton machining business

– The Afgritech business based in

Watertown, New York State

– The Group’s investment

property portfolio

In addition to determining the correct

basis of disclosure of the above assets

the Committee also considered the Net

Realisable Value for each asset.

• Revenue recognition in relation to

Engineering: ISA (UK) 240 presumes a

risk of revenue misstatement due to

improper recognition. The key risk to

revenue recognition is judged to be in

relation to the recognition of revenue

and profit on engineering contracts,

the completion or final agreement

of which extend beyond the year

end. To assess the risk to the Group,

the Committee reviewed reports

from management and the external

auditor on the application of revenue

recognition policies by management

to major contracts not completed or

finalised at the year end. The Group's

normal assessment processes were

found to be relevant to contracts

spanning the FY24 period end and

no material adjustments have been

deemed necessary during the FY24

year-end close process.

• Potential goodwill impairment:

The Committee challenged the

reasonableness of the future business

performance assumptions adopted

by management for those businesses

that had underperformed against

expectations in light of historical

performance and market trends

and, as appropriate, in the context of

disclosure of assets as being "held for

sale". The Committee also reviewed

the assumptions underlying the

discount rates used in the evaluation.

The Committee concurred with

management’s view that impairments

were required in respect of assets

held for sale: Chirton (£3.2m), Afgritech

(£0.8m) and one property (£0.7m)

and that impairment of Animax was

required on a continuing basis (£2.2m).

Details of the impairment review are

contained in notes 12 and 13.

• Defined benefit pension scheme: The

Committee considered valuations of

the scheme’s investments, and the

key actuarial assumptions used to

value the scheme obligations. The

assumptions made were reviewed

against market data in conjunction

with independent actuarial specialists

to assess their appropriateness, and

the disclosures on the sensitivity of

the obligations to changes in such

assumptions were reviewed. The

Committee was satisfied that the

scheme’s assets were appropriately

valued, that the assumptions

adopted in relation to the scheme’s

liabilities were appropriate, and

that disclosures made in relation

to the scheme were appropriate.

In the current year the Company

has been working with the pension

scheme trustees to assess the

viability of de-risking the scheme.

This has brought to light information

relating to the application of "the

Barber Window" in the 1990s that

has now been taken into account in

the scheme accounting disclosures.

The Committee considered the

appropriate disclosure of the resultant

increase in past service accrual and

concluded that treatment as an

adjusting item in the current year

wasappropriate.

Going Concern and

ViabilityStatement

The Committee reviewed

management’s reports regarding the

going concern assumption and the

Viability Statement disclosures. Specific

focus was given to the assumptions

used in cash flow forecasts, given

historic forecasting accuracy, while

the sensitised scenario analyses and

analysis of financing headroom were

also scrutinised. The Committee also

reviewed reports from the external

auditor in relation to the appropriateness

of the period of viability considered

by management and the risks and

scenarios applied. Considering all

available information, including ongoing

inflationary pressures, divisional trading

sensitivities and challenging the

assumptions adopted by management,

the Committee was satisfied that the

going concern assumption remained

appropriate, and that disclosures in the

Annual Report and Accounts in relation

to going concern and the Viability

Statement were appropriate.

TCFD Disclosures

The Committee reviewed the TCFD

disclosures and Scope 1 and Scope

2 emissions. The Committee was

satisfied with the reasonableness of the

disclosures and acknowledged that,

while the TCFD disclosures were an

improvement on the prior year, further

work to enhance these is underway.

The quality of these disclosures will also

benefit from the significant activities that

are ongoing in this area.

Carr's Group plc | Annual Report and Accounts 2024

Fair, Balanced and

Understandable

The Committee, further to the Board’s

request, reviewed the Annual Report

and Accounts, and provided advice to

the Board in relation to whether the

Annual Report and Accounts, taken as

a whole, is considered fair, balanced,

and understandable, and provides the

information necessary for shareholders

to assess the Group’s position,

performance, business model and

strategy. To make this assessment, the

Committee reviewed a report prepared

by the Chief Financial Officer outlining

key matters and circumstances affecting

the Group. The Committee was satisfied

that such matters were adequately

referenced or reflected within the

Annual Report and Accounts.

Internal Control and

RiskManagement

During the year the Committee

monitored the effectiveness of the

Group’s internal control and risk

management systems. The Committee

reviewed the FY23 report prepared

by the external auditors to assess

whether improvements in the control

environment had been made. During

the year the Company conducted an

in-depth review of internal controls and

also conducted a review by outsourced

internal audit over key controls. These

reviews identified shortcomings in the

control environment and management

implemented a targeted programme

of activity to improve key controls

immediately and the broader

control environment.

The Committee reported to the Board

that whilst the required improvements

are noted it was satisfied that the

immediate actions taken to improve key

controls left the overall effectiveness

of the Group’s internal control and risk

management systems as adequate,

albeit that further improvements are

being implemented post year-end.

External Audit

The reappointment of Grant Thornton

as the Group’s external auditor was

recommended by the Board and

approved by shareholders at the General

Meeting held on 20 February 2024.

The Committee assessed the expertise

and independence of Grant Thornton

during the year, as well as consideration

of the terms of engagement and

remuneration. Grant Thornton’s audit

partner is Michael Frankish, and this is

his third year in thatrole.

The Committee reviewed Grant

Thornton’s detailed audit plan

presented by it in July 2024. Its

performance was assessed by the

Committee, with the decision made to

recommend the reappointment of Grant

Thornton as auditor for the financial year

to 31 August 2024.

The Financial Reporting Council’s Audit

Quality Review team ("AQR") selected

the Grant Thornton audit of the Group’s

financial statements for FY22 as part of

the normal process for reviewing the

quality of external audit processes. AQR

has issued its findings and I am pleased

to report that the review was largely

positive and there were no significant

areas for improvement identified.

External Auditor Independence

The Committee regularly reviews

the objectivity and independence

of the external auditor. The external

auditor confirms compliance with its

own internal policies and procedures

designed to ensure that it complies

with UK regulatory and professional

standards, including ethical standards,

and to ensure that its objectivity is

not compromised.

The Committee also annually reviews

the Group’s Non-Audit Services Policy,

updating and approving the policy

where appropriate. The objective of the

policy is to ensure that the provision of

any such services does not impair, or

is not perceived to impair, the external

auditor’s independence or objectivity.

The policy imposes guidance on the

areas of work that the external auditor

may be asked to undertake and those

assignments where the external auditor

should not be involved. The policy can

be viewed on the Group’s website

www.carrsgroup-ir.com.

To ensure that the policy is effective,

and the level of non-audit fees is kept

under review, all non-audit services

must be approved by the Chief Financial

Officer and reported to the Committee.

Prior approval of the Committee is also

required before the external auditor is

engaged to provide non-audit services

costing over £25,000 in aggregate. During

the year, no non-audit services were

provided to the Group by Grant Thornton

other than limited work in reviewing the

unaudited interim results of the Group.

The Committee considers Grant

Thornton to remain independent and

recommended to the Board that Grant

Thornton be reappointed as the Group’s

external auditor.

Internal Audit

The Committee is responsible for

monitoring the performance and

effectiveness of the Group’s internal

audit activities. During the year the

internal audit function was moved to

an outsourced provider.

The activity of the outsourced provider

was agreed based on management's

assessment of specific areas requiring

focus. In the current year these were

1) the application of key controls across

the Group and 2) preparation and

readiness for an ERP implementation in

the US Agriculture business.

On an annual basis, the Committee

also reviews and approves the Group’s

internal audit charter which describes

the role and mandate of the internal

audit function.

The Committee keeps the performance

and effectiveness of the internal audit

function under review, assessing the

capacity, experience and expertise

within the internal audit function against

the existing and emerging risks in the

Group. The Committee is satisfied that

the outsourced arrangements give the

Group access to a range of skills and

experience appropriate for the Group

and were satisfied by the activities

undertaken. The internal audit work plan

will be regularly reviewed to respond to

any emerging risks or challenges.

Committee Effectiveness

The effectiveness of the Committee

was considered as part of the

Board’s internal effectiveness

evaluation described on pages 80

and 81. Feedback from the evaluation

confirmed that the Committee continues

to operate effectively and fulfil

its responsibilities.

The Committee Chair will be available

at the forthcoming AGM expected to

be held in February 2025 to respond to

any shareholder questions that might be

raised on the Committee’s activities.

Stuart Lorimer

Audit and Risk Committee Chair

11 December 2024

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

REMUNERATION COMMITTEE REPORT

Introduction

The Committee’s report is presented in the following sections:

1. The Annual Statement: The Annual Statement highlights some of

the key considerations for the Committee during the year and forms

part of the Annual Report on Remuneration.

2. The Annual Report on Remuneration: The Annual Report on

Remuneration sets out how the Directors’ Remuneration Policy

was applied in FY24; provides details of the remuneration received

by Directors relating to FY24; and outlines how the policy will be

applied during FY25. The Annual Report on Remuneration will be

subject to an advisory shareholder vote at the forthcoming AGM

expected to take place in February 2025.

3. The Directors’ Remuneration Policy: The Group’s policy for the

remuneration of Executive Directors, the Chair and Non-Executive

Directors is set out on pages 112 to 119 (inclusive). The most recent

Directors’ Remuneration Policy was approved by shareholders at

the AGM which took place on 20 February 2024. No changes to the

Directors’ Remuneration Policy were proposed this year.

REMUNERATION COMMITTEE MEMBERS*

Fiona Rodford (Chair)

(Non-Executive Director)

Tim Jones

(Non-Executive Director)

Stuart Lorimer

(Non-Executive Director)

Shelagh Hancock

(Non-Executive Director)

Gillian Watson

(Non-Executive Director)

* As at the date of this report

Fiona Rodford

Remuneration Committee Chair

Carr's Group plc | Annual Report and Accounts 2024

1. Annual Statement

from the Chair of

the Remuneration

Committee

Performance and Remuneration

in FY24

Performance outcomes are reflected in

the remuneration received by Executive

Directors, based on financial and non-

financial targets. The financial and non-

financial targets set by the Committee,

together with the resulting remuneration

payable to the Executive Directors,

are detailed in the Remuneration

Committee’s Report which follows.

Adjusted profit before tax for the full

Group was £8.5m, 43% ahead of the prior

year (2023: £6.0m). Adjusted earnings

per share increased from 5.5p (restated)

in 2023 to 7.1p.

Full-year performance fell short of

the original budget set by the Board

with the result that no annual bonus

was payable relating to financial

targets. Notwithstanding this financial

performance, good progress was made

towards achieving the non-financial

targets (see pages 102 and 103

for details) and in positioning the

business well for future growth. Non-

financial targets were achieved, in part,

during the year, in relation to which

annual bonus was payable to David

White (being the only eligible

Executive Director).

Owing to the performance of the Group

over the last three financial years, no

long term award share option awards

granted to Executive Directors under

the Group’s Long-Term Incentive Plan

will vest in relation to the performance

period which ended on 31 August 2024.

The Committee is satisfied that the

Remuneration Policy operated as

intended in FY24, and that remuneration

outcomes for Executive Directors

are aligned with Group strategy and

shareholders’ interests.

Full details of the remuneration targets

set by the Committee, together with

performance against those targets and

the remuneration outcomes for FY24,

are contained within the Annual Report

on Remuneration which is set out on the

following pages.

Key Matters Considered in FY24

Committee Changes

Ian Wood stood down as Chair of

the Remuneration Committee with

effect from 31 July 2024. Ian had

been Chair of the Remuneration

Committee since 2017 and was the

Board's Representative for Employee

Engagement. As announced on 1August

2024, I succeeded Ian in both of these

roles having joined the Board and the

Committee on 20 February 2024. I would

like to extend my personal thanks to Ian

for all his help and support over the past

months. Ian left the Board and the Board

Committees on 8 October 2024.

Gillian Watson was also welcomed as a

member of the Committee following her

appointment to the Board on 9 October

2023. John Worby stood down from

the Board and the Board Committees,

including the Remuneration Committee,

on 31 October 2023. As announced on

12 November 2024 Shelagh Hancock

will stand down from the Board

and the Board Committees on

31 December 2024.

Executive Director Changes

As previously reported in the FY23

Annual Report and Accounts, David

White was appointed CEO with effect

from 17 November 2023, having

previously been a member of the

Board as the Group’s Chief Financial

Officer. The Committee, having

consulted with external advisers

PricewaterhouseCoopers LLP (“PwC”)

agreed the remuneration arrangements

for David White as the new CEO, which

other than a change in salary and

the introduction of a car allowance,

remained the same. Details of the

remuneration for David White can be

found on the pages which follow.

David succeeded Peter Page who

stepped down from the Board and left

the Group on 17 November 2023. Peter

Page’s remuneration on departure was

agreed by the Committee, the details of

which were included in the FY23 Annual

Report and Accounts and can also be

found on page 106.

As also reported in the FY23 Annual

Report and Accounts, with effect from

13 November 2023, Martin Rowland

was appointed Executive Director of

Transformation, having previously been

a member of the Board as a Non-

Executive Director since March 2023.

The Committee also consulted external

advisers PwC to the remuneration

arrangements for Martin Rowland as he

moved from a Non-Executive Director

to an Executive Director. Details of the

remuneration arrangements for Martin

Rowland can be found on page 111.

Martin was re-appointed as a Non-

Executive Director of the Company on

13 November 2024.

1. No annual bonus relating to FY24 was paid to former CEO, Peter Page, who stood down from the Board

and left the Group on 17 November 2023.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

2. Annual Report On

Remuneration

This part of the Directors’ Remuneration

Report outlines the key considerations

of the Committee during the year

and sets out a summary of how

the Directors’ Remuneration Policy

was applied for FY24. The Directors’

Remuneration Policy can be found

on pages 112 to 119 (inclusive).

Remuneration Committee

The Role of the Committee

The main role of the Remuneration

Committee is to make

recommendations to the Board on the

Group’s policy for Director remuneration.

The Committee also has delegated

responsibility for setting remuneration

for the Company’s Chair and Executive

Directors and members of the Senior

Management Team, including the

Company Secretary, in accordance with

the principles and provisions of the UK

2018 Corporate Governance Code.

Committee Membership

The Committee is comprised of

independent Non-Executive Directors.

The Committee members as at the

date of this report are detailed on page

96. Changes in the composition of the

Committee during FY24 are detailed on

page 97.

The Executive Directors may attend

meetings of the Remuneration

Committee by invitation and in an

advisory capacity only. No person

attends any part of a meeting at

which his or her own remuneration is

discussed. The Chair and the Executive

Directors determine the remuneration

of the other Non-Executive Directors.

Meetings in the Year

The Committee met on five scheduled

occasions during FY24. Details of

attendance can be found on page 76.

Remuneration for New Senior

Management Appointments

There were also new Senior

Management appointments during

FY24. These included Gavin Manson

who joined the Group as Chief Financial

Officer, a non-Board position, with effect

from 13 November 2023, and Josh

Hoopes who joined the Group as CEO,

Global Agriculture on 1 March 2024. In

accordance with the Committee Terms

of Reference, the Committee approved

the remuneration arrangements for

each of Gavin Manson and Josh Hoopes

as members of the Senior Management

Team. Details of Senior Managers’

remuneration are not included in

thisreport.

Strategic progress

During FY24, the Committee considered

the remuneration arrangements for the

Executive Director changes and new

Senior Manager appointments detailed

above. Such changes and appointments

have helped support the Group's

strategy and will continue to support

the disposal of the Engineering Division

in FY25 and the turnaround and growth

plan of the continuing Group. Details of

expected remuneration in FY25 can be

found on pages 110 and 111.

New Sharesave Plan

The Carr’s Group Sharesave Plan 2016

expires in January 2026. Therefore a

replacement, Carr’s Group Sharesave

Plan 2025, on terms materially similar to

the existing Plan and including updates

necessary for changes in legislation, has

been drafted and a resolution to adopt

the replacement plan will be proposed

at the AGM expected to take place in

February 2025. A copy of the main terms

of the replacement scheme will be

enclosed with the notice of the AGM.

External Advisers

During the year, external adviser PwC

was engaged to advise the Committee

on remuneration issues, most notably

in connection with the preparation of

the Directors’ Remuneration Report

and application of the Directors’

Remuneration Policy. PwC is a signatory

to the Remuneration Consultants’ Code

of Conduct, which requires that its

advice be objective and impartial.

Total fees incurred for the services

provided amounted to £45,200

(exclusive of VAT). PwC provides other

services to the Company, in relation

to accounting and internal audit. The

Committee is satisfied that no conflicts

of interest exist in relation to advice

provided to the Committee. It is also

satisfied that the members of PwC

teams do not have connections with

the Company which might impair their

independence.

Committee Effectiveness

The effectiveness of the Committee

was considered as part of the Board’s

external effectiveness evaluation

described on pages 80 and 81.

Feedback indicated that the Committee

was chaired well, in an inclusive and

open way and that challenge from

Committee members was constructive

and thorough.

Annual General Meeting

20February 2024

At the AGM of the Company held on

20 February 2024, the Annual Report

on Remuneration was approved with

99.24% of votes cast being cast in favour.

A new Directors’ Remuneration Policy

was also approved by shareholders

at the AGM on 20 February 2024 with

99.11% of votes cast in favour of the

new policy.

Remuneration in FY25

On 8 October 2024, the Investment

Association issued an update to its

existing Principles of Remuneration.

The Committee will be considering the

updated Principles of Remuneration

during FY25.

Details of expected remuneration in

FY25 can be found on pages 110 and 111.

AGM

I hope that shareholders are able to

support the Remuneration Committee’s

Report at the forthcoming AGM

expected to be held in Febraury 2025.

Fiona Rodford

Remuneration Committee Chair

11 December 2024

REMUNERATION COMMITTEE REPORT CONTINUED

Carr's Group plc | Annual Report and Accounts 2024

Responsibilities and Activities of the Committee

Details of the responsibilities of the Committee can be found in the Remuneration Committee’s Terms of Reference located

at www.carrsgroup.com/corporate-governance/. The key areas of activity over FY24 are shown below alongside the key

responsibilities of the Committee. In some instances, the activities noted spanned more than one financial year.

Key responsibilities of the Committee Activities during the year

Determining the policy for Directors’ remuneration and

reviewing the ongoing appropriateness and relevance

of the Remuneration Policy.

• A new Directors’ Remuneration Policy was approved by

shareholders at the AGM on 20 February 2024 with 99.11%

of votes cast in favour of the new policy. The Committee

reviewed that Policy again in July 2024 and determined

that the Policy remained appropriate and no changes

were required at that time.

Setting remuneration for FY24 for the Chair, Executive

Directors and Senior Management, and determining the total

individual remuneration package of each Executive Director,

the Chair and Senior Management including inclusion in

bonus schemes, incentive payment and share option

arrangements or other share awards.

• Levels of basic pay and remuneration structures for

Executive Directors, the Chair and Senior Management

were reviewed and agreed.

• Specifically in relation to changes which took place during

FY24, the Committee:

– approved remuneration arrangements for David White

as incoming CEO;

– approved the remuneration arrangements for Martin

Rowland as Executive Director of Transformation;

– approved the remuneration arrangements for Senior

Management including the incoming CFO, Gavin Manson,

as successor to an existing director, and Josh Hoopes as

CEO, Global Agriculture; and approved the terms of the

termination of engagement arrangements for Peter Page

as outgoing CEO.

Setting targets for performance-related* pay schemes

for FY24.

• Performance-related targets (both financial and non-

financial) for Executive Directors were agreed in line

with strategy (see pages 102 and 103 for details), and

recommendations for Senior Management targets were

also noted by the Committee.

Agreeing whether options would be awarded under share

incentive plans for the performance period beginning FY24

and ending FY26, and if so, the overall amount of such awards

as well as the individual awards for Executive Directors

and Senior Managers, and the performance targets to be

used. When reviewing the incentive structure for Senior

Management, the Committee considers and ensures that

any ESG risk is not raised by inadvertently motivating

irresponsible behaviour.

• LTIP performance measures for Executive Directors

and Senior Managers were reviewed and agreed.

TheCommittee agreed to make LTIP awards to

Senior Managers as well as to the CEO, David White

(see page 105 for details).

Determining the outcome of remuneration awards for FY24,

taking into account Company and individual performance.

• Remuneration awards for Executive Directors were

determined based on outcomes assessed against

previously agreed performance-related targets

(see pages 102 and 103 for details).

Exercising the powers of the Board in relation to any long-term

incentive arrangements.

• Owing to the performance of the Group over the last three

financial years, the Committee determined that no long-term

share option awards granted to Executive Directors under

the Group’s Long-Term Incentive Plan would vest in relation

to the performance period which ended on 31 August 2024.

Exercising the powers of the Board in relation to any employee

share arrangements.

• The Committee approved a replacement Sharesave Plan

and a resolution to adopt the replacement scheme will

be proposed at the AGM expected to take place in

February 2025.

Reviewing employee remuneration and related policies. • The Committee provided oversight of wider workforce

remuneration in the context of fairness and wider

economic factors; and considered pay and benefits

structures across the Group (including gender pay gap

reporting and CEO pay ratios).

* When reviewing the incentive structure for Senior Managers, the Committee considers and ensures that any ESG risk is not raised by inadvertently motivating

irresponsible behaviour.

Carr's Group plc | Annual Report and Accounts 2024

Financial StatementsOverview Strategic Report Corporate Governance

Key responsibilities of the Committee Activities during the year

Engaging with stakeholders on matters within its remit. • Engaging with shareholders as detailed on page 69.

Ensuring periodic review of the Committee’s own performance. • The Committee considered the outcomes from the Board’s

review of the Committee’s effectiveness;

• The Committee reviewed and sought advice from external

advisers PwC on developing remuneration trends, and

their impacts on the activities of the Committee and the

Remuneration Policy (see page 98 for details).

At least annually, reviewing its constitution and terms

of reference.

• A review and update of the Committee’s Terms of

Reference was undertaken. The most recent version is

published on the Group’s website

www.carrsgroup.com/corporate-governance

Further information on each of the above activities is set out on the pages which follow.

Application of the Directors’ Remuneration Policy During FY24

Directors in Post During FY24

Dates of service contracts and appointment to the Board for all Directors in post during FY24 are given below:

Date of service contract/letter of appointment/

renewal of appointment

Date of first appointment

to the Board Date stood/standing down

Executive Directors

David White

14 December 2022 (CFO) (as amended

on 14 November 2023 (CEO))

21 February 2023

Martin Rowland

13 November 2023 6 March 2023 12 November 2024

Peter Page

4 August 2022 1 November 2019 17 November 2023

Non-Executive Directors

Tim Jones 28 August 2024 21 February 2023

Stuart Lorimer 28 August 2024 1 September 2022

Gillian Watson 28 August 2024 9 October 2023

Fiona Rodford 28 August 2024 20 February 2024

Martin Rowland

13 November 2024 (re-appointed) 6 March 2023

John Worby 22 August 2023 1 April 2015 31 October 2023

Peter Page

20 September 2021 (as amended on

3 December 2021)

1 November 2019 21 February 2023

Ian Wood 28 August 2024 1 October 2015 8 October 2024

Shelagh Hancock 28 August 2024 1 September 2022 31 December 2024

1. Reflecting appointment as CFO and appointment as CEO.

2. Reflecting appointment as Executive Director of Transformation in 2023 and re-appointment as a Non-Executive Director on 13 November 2024.

3. Reflecting Executive Chair appointment under interim arrangements from 11 October 2021 and appointment as CEO in August 2022 (CEO appointment took effect on

the appointment of Tim Jones as Non-Executive Chair).

4. See note 2 above.

5. See note 3 above.

REMUNERATION COMMITTEE REPORT CONTINUED

100

Carr's Group plc | Annual Report and Accounts 2024

FY24 Remuneration (Audited Information)

In this section we summarise the pay packages awarded to our Executive and Non-Executive Directors for performance in FY24

versus FY23. The table below shows all remuneration that was earned by each individual during the year and includes a single total

remuneration figure for the year.

Salary/Fees Benefits Pension Total fixed pay Bonus LTIP Total variable pay

Total

remuneration

£’000 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23

Executive Directors

David White

290 142 9 1 12 10 311 153 17 22 – – 17 22 327 175

Martin

Rowland

200 – 10 – 8 – 218 – – – – – – – 218 –

Peter Page

472 354 – – 3 14 475 368 – – – – – – 475 368

Neil Austin

– 131 – 1 – 7 – 139 – – – – – – – 139

Non-Executive Directors

Tim Jones

100 50 – – – – 100 50 – – – – – – 100 50

Shelagh

Hancock 45 43 – – – – 45 43 – – – – – – 45 43

Stuart

Lorimer 45 43 – – – – 45 43 – – – – – – 45 43

Gillian

Watson

40 – – – – – 40 – – – – – – – 40 –

Fiona

Rodford

24 – – – – – 24 – – – – – – – 24 –

John Worby

7 43 – – – – 7 43 – – – – – – 7 43

Martin

Rowland

9 21 – – – – 9 21 – – – – – – 9 21

Ian Wood 45 43 – – – – 45 43 – – – – – – 45 43

1. Figures for FY23 are reflective of eight months’ service in FY23. Figures for FY24 reflect service as CFO to 17 November 2023, and service as CEO from 17 November

2023. The value in the above in relation to FY23 and FY24 bonus includes 25% deferred in line with the Directors' Remuneration Policy.

2. Figures for FY24 are reflective of service as Executive Director of Transformation from 13 November 2023. See note 9 below.

3. Figures for FY24 reflect services as CEO to 17 November 2023. Figure for FY24 salary includes payments in lieu of notice, payment for loss of benefits during his notice

period and unused holiday entitlement. See page 106 for details.

4. Figures for FY23 are reflective of six months’ service.

5. Figures for FY23 are reflective of six months’ service.

6. Figures for FY24 are reflective of 11 months' service.

7. Figures for FY24 are reflective of seven months' service.

8. Figures for FY24 are reflective of two months'service.

9. Figures for FY23 are reflective of six months’ service in FY23 as a Non-Exective Director. Figures for FY24 are reflective of service as a Non-Executive Director until

16 November 2023. See note 2 above.

Carr's Group plc | Annual Report and Accounts 2024

101

Financial StatementsOverview Strategic Report Corporate Governance

FY24 Annual Bonus Pay-out

The annual bonus is calculated using a combination of financial and non-financial performance targets which are set with regard

to Group budget, historic performance, market outlook and future strategy. The Group is committed to disclosing its performance

targets retrospectively, other than where prevented due to commercial sensitivities.

Financial Targets

CEO Targets FY24 (David White)

David White became CEO from 17 November 2023. The following targets were set by the Committee and performance measured

against the targets set.

60% of David’s bonus was based on adjusted profit before tax (“PBT”) for the Group. Adjusted PBT is calculated as reported PBT

after adding back or deducting any one-off items outside of normal trading that were not anticipated at the time the performance

targets were set. For FY24, the PBT targets were set in accordance with the table below.

Measure (GBP '000s) Threshold Target Maximum

Adjusted PBT 8,810 9,274 9,738

Bonus (% of base salary) 0 30 60

For FY24, adjusted profit before tax for the Group was £8,535. As this performance was below the threshold target, no bonus was

payable to David White in connection with the Group’s financial targets.

Non-Financial Targets

Non-financial targets, which accounted for 40% of the bonus in the year, are assessed independently of financial performance

and details of key non-financial targets set for David by the Committee together with the performance against those targets are

provided in the tables below.

Performance

Measure Target Attainment Commentary

Complete

disposal of

Engineering

Division

• Deliver sale of Engineering Division (whole

or in optimal deal structure) by end of

FY24.

• Support Executive Director of

Transformation through the sale process

and lead communication with key

stakeholders (including shareholders and

employees) during the process.

82% • Progress towards sale of Engineering

Division remains ongoing, but was not

complete by end of FY24

• Communication, internally and

externally, has been lead

by CEO

Deliver improved

performance in

the Agriculture

business

• Establish new global Agriculture

leadership team with skills and expertise

to complement existing capabilities

across the organisation and deliver

growth in the short and medium term.

• Assess historical performance and future

prospects of each of the businesses

within the Agriculture Division and

recommend actions to the Board to

improve performance.

• Execute actions in line with agreed

timetable to deliver performance

improvements across all under-

performing businesses.

90% • Agriculture leadership team has been

completely revamped, with every

member of that team either new to

the business or to their role. New team

have brought a fresh perspective and

good practices to the business, while

working well with the existing team

• Dates for assessment of Animax,

Afgritech and NZ were all delayed to

allow new Global CEO to assess market

potential (for all businesses) and create

a strategy which focuses on core

markets while also dealing with these

under-performing businesses

• Strategy was delivered to the Board

in June 2024 and steps have already

been taken to change the NZ

business model and exit Afgritech

• There have been significant changes

to the local leadership team, and size

of wider team at Animax, with a final

recommendation to be taken to the

Board in early 2025.

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Carr's Group plc | Annual Report and Accounts 2024

Performance

Measure Target Attainment Commentary

Deliver

improvements

in ESG through

focused

initiatives

• Review of supply chain management

particularly relating to Scope 3 data,

climate-related risks and modern slavery

due diligence.

• Establish and monitor societal targets (e.g.

maintain key talent, reduce employee

turnover, training and development

strategy).

• Oversee the performance of qualitative

scenario analysis and development of

metrics to identify and manage climate-

related risks and realise opportunities

including KPIs, and assessment of

the impact on the Group to ensure

consistency with TCFD recommendations.

• Develop targets to reduce energy

consumption, CO

te production and to

assess progress against the net zero

target of 2050.

40% • Limited progress on supply chain

management, although we have

gained some understanding of

where the risk of modern slavery is

greatest (through the UK Agriculture

procurement project)

• Progress against the other objectives

set has been even more limited; this

was slow to begin with and exit of the

Group Environment Manager meant

these initiatives ground to a halt. This

role has not been replaced given

the expected break-up of the Group

and current trading position of the

Agriculture business.

Following the year end, the Committee considered outcomes against the non-financial targets. The table above summarises the

Committee’s assessment of performance against the targets together with the resulting bonus assessed as payable for David

White as the only eligible Executive Director.

In light of the financial targets not being achieved, the Committee considered whether it would be appropriate to make any

downward adjustment to the outcome of the non-financial targets in order to take a holistic view of overall performance. However,

particularly in a year of significant strategic change, the Committee took into account the importance of performance against non-

financial targets and recognising the change in role from CFO to CEO, and believes the determined outcome remains appropriate

and therefore no downward adjustment was made. Overall, the Committee determined that it would award a bonus attributable to

non-financial targets equal to 70.5% of the available opportunity (being 28.2% of the total available bonus).

The total annual bonus payable to David White was therefore 28.2% of salary or £79,854.25 (based on average salary over FY24). In

accordance with the Directors’ Remuneration Policy, and in line with previous awards made to Executive Directors in recent years,

25% of the bonus payable will be deferred in the form of shares for two years.

As noted above, no bonus was payable in connection with the Group’s financial targets.

In addition to the above financial and non-financial performance indicators, the Committee retains full discretion when assessing

performance outcomes to consider other factors, which may include environmental, social and governance considerations, in

order to avoid formulaic outcomes where these would not be appropriate. In relation to the bonus awarded to David White, no

discretions were applied. Other than the specific targets noted above, there were no other relevant ESG matters to be taken into

account by the Committee when determining performance outcomes.

CFO Targets FY24 (David White)

Former CFO, David White was appointed as CEO with effect from 17 November 2023. Given the short period of the year for

which David was CFO and the greater importance which the Committee attached to his new role as CEO, the targets which

were previously discussed for David White (as CFO) were replaced on appointment with new CEO targets for FY24

(see above for details).

Executive Director of Transformation Targets FY24 (Martin Rowland)

Martin Rowland’s bonus is entirely based on financial metrics linked to executing the transformation strategy. Martin Rowland was

appointed as the Executive Director of Transformation with specific goals spanning two financial years. The intention is to evaluate

performance across his full tenure and accordingly pay a bonus which reflects the period of working. The bonus earned will not

exceed 100% of the salary accrued over the 12-month fixed contractual term. Accordingly the performance conditions are yet to

betested.

CEO Targets FY24 (Peter Page)

On 7 August 2023 it was announced that Peter Page would be standing down from the Board and leaving the Group. Accordingly,

no financial targets and no non-financial targets were set for Peter Page as CEO for FY24. Peter Page stood down from the Board

and left the Group on 17 November 2023.

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Financial StatementsOverview Strategic Report Corporate Governance

Long Term Incentive Plan Determinations

The awards made to Executive Directors in 2021 were subject to average annual adjusted EPS growth targets over the three-year

period ending on 31 August 2024 and from a base adjusted EPS of 13.2p. Details of the awards are in the table below:

Date of issue: 10 December 2021 Base EPS (p): 13.2p

Participant: Neil Austin

Number of Ordinary Shares

subject to the award:

169,550

Assessment Criteria: Target Vesting

Threshold 3% average annual growth 25%

Maximum 10% average annual growth 100%

An award will vest on a straight-line basis once the minimum threshold of 3% average annual

growth is achieved.

Calculation of award:

Year EPS Growth

2021 13.2

2022 13.7 (rebased to 10.0 – continuing

operations only)

+3.8%

2023 6.2 (continuing operations only) -38.0%

2024 7.1 (total Group) +14.5%

Average: -6.6%

Award: 0

1. Former CFO, Neil Austin, stood down from the Board and left the Group on 21 February 2023. In relation to LTIP awards, the Committee at that time decided to

extend “good leaver” status to Neil in recognition of his role in the completion of the sale of the Agricultural Supplies Division during the performance periods of the

LTIP awards and on the basis that any preserved LTIP awards would be pro-rated to time served, and that the remaining amount of the LTIP preserved is linked to

performance conditions of the Company in the future (based an adjusted Earnings Per Share performance measure). In relation to the awards granted for the three-

year performance period ending 2 September 2023, no award vested (see FY23 Annual Report and Accounts for details). No LTIP award was granted to Neil for the

performance period ending 31 August 2025.

The average EPS growth over the three-year period from the base adjusted EPS was below the threshold target and, accordingly,

none of the shares under the long-term awards made to Executive Directors in 2021 vested. The Committee always takes into

consideration matters impacting performance of shares in the Company which are not as a consequence of the operations of the

Group (windfall gains) however no circumstances existed in the three-year performance period ending 31 August 2024. Therefore

no part of the vesting was linked to share price appreciation and no discretion was applied by the Committee.

Total Pension Entitlements FY24 (Audited)

The table below provides details of the Executive Directors’ pension benefits:

Normal retirement age

Total contributions to

DC-type pension plan

£’000

Cash in lieu of contributions to

DC-type pension plan

£’000

David White

67 12 0

Martin Rowland

67 0 8

Peter Page

67 0 3

1. Former CFO David White became CEO from 17 November 2023.

2. Martin Rowland became Executive Director of Transformation on 13 November 2023.

3. Peter Page stood down from the Board and left the Group on 17 November 2023.

Each Executive Director has the right to participate in the Carr’s Group defined contribution pension plan or to elect to be paid

some or all of their contribution in cash.

During the year, pension contributions and/or cash allowances in the year were 4% of salary for existing Executive Directors,

whichis aligned with the majority of the Group’s UK workforce.

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Long Term Incentive Plan Awards Granted During FY24 (Audited)

Long-term awards were made to the Executive Directors during FY24 in line with the Directors’ Remuneration Policy as follows:

Number of shares

Basis on which the

award was made

Face value of the award

(£’000) Threshold vesting

End of performance

period

David White 267,834 100%

306,000 25% August 2026

1. Awarded on 22 January 2024 using a share price of £1.14.

2. The Committee granted an LTIP award of 100% to David White as incoming CEO.

Vesting of the above options is subject to performance targets based upon the Company’s adjusted Earnings Per Share (“EPS”)

and Total Shareholder Return (“TSR”) over a three-year performance period covering the financial years FY24, FY25 and FY26

(“Performance Period”) as follows:

Adjusted EPS (75% weighting)

Threshold Maximum

Target 5% average annual growth in adjusted EPS 14% average annual growth in adjusted EPS

Vesting 25% 100%

TSR (25% weighting)

Threshold Maximum

Target 7% compound annual growth in TSR 16% compound annual growth in TSR

Vesting 25% 100%

An award will vest on a straight-line basis once the threshold target is achieved (25% vesting), up to achievement of the maximum

target (100% vesting). For performance exceeding the maximum target, award vesting will be 100%. The Committee retains overall

discretion when determining vesting based on the assessment of performance.

The Committee regularly reviews its long-term incentives for Executive Directors and the Senior Management Team, taking into

account the Group’s overall circumstances and wider workforce remuneration. The Committee considers that the Company’s

Long Term Incentive Plan (which was approved by shareholders at the Company’s AGM on 27 February 2023) remains appropriate

to support the Company’s strategic objectives. The Committee also reviews the performance measures it adopts for long-term

incentives, and following consultation with major shareholders in FY23, introduced a second performance measure for Executive

Directors based on Total Shareholder Return (“TSR”).

Given Martin Rowland’s role was for a contractual term of 12 months which commenced 13 November 2023, the Committee did not

grant an LTIP to Martin during FY24.

All-Employee Share Plans

The Executive Directors are also eligible to participate in the UK all-employee plans. The Carr’s Group Sharesave Plan 2016 is an

HM Revenue & Customs approved scheme open to all staff permanently employed in a UK Group company at the eligibility date.

Options under the plan are granted at a 20% discount to market value. Executive Directors’ participation is included in the option

table later in this report. The Carr’s Group Sharesave Plan 2016 expires in January 2026 and a replacement, The Carr’s Group

Sharesave Plan 2025, on terms materially similar to the existing plan and including updates necessary for changes in legislation,

has been drafted and a resolution to adopt the replacement scheme will be proposed at the AGM expected to take place in

February 2025. A copy of the main terms of the replacement scheme will be enclosed with the notice of the AGM.

The number of shares granted under the employees’ share scheme of the Company (Sharesave) is monitored regularly to ensure

that the 10% dilution limit is not breached. It is also proposed that the 5% executive (discretionary) dilution limit will also continue to

be monitored as set out in the discretionary share plans for the Group.

External Appointments

David White (CEO) does not have any external appointments.

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Payments to Past Directors (Audited)

Peter Page stood down from the Board and left the Group on 17 November 2023. Payments made to Peter Page during FY24 are

detailed in the table below:

Salary

(£'000)

Cash in lieu of

pension contribution

(£'000)

Bonus

(£'000)

Total

(£'000)

Peter Page 472* 3 – 475

* Figure includes unused holiday entitlement, pay in lieu of notice and payment of loss of benefits during his notice period (see below for details).

No other payments to past Directors have been made during FY24.

Payments for Loss of Office (Audited)

Peter Page stood down from the Board and left the Group on 17 November 2023, receiving contractually entitled payments of

£353,600 in lieu of notice and a sum of £18,004 as payment for loss of benefits over his notice period. In relation to LTIP awards, the

Committee decided to extend “good leaver” status to Peter as part of the agreed terms of his departure and on the basis that any

preserved LTIP awards would be pro-rated for time served, and that such preserved amount of the LTIP be linked to performance

conditions of the Company in the future (based an adjusted Earnings Per Share performance measure and Total Shareholder

Return). Other than the award for the performance period ending 31 August 2025, no LTIP awards have been granted to Peter. In

relation to the award granted for the performance period ending 31 August 2025, the performance conditions of the Company are

yet to be tested but the award will be subject to a pro-rata adjustment for time served.

Directors’ Interests in the Shares of the Company (Audited Information)

A summary of interests in shares and scheme interests of the Directors (as at the date of this report) is given below. The Company

has a share dealing policy and a share dealing code. The requirements of such policy and code were met in respect of the shares

noted below.

Total number

of interests in

shares Vested LTIP Unvested LTIP

SAYE (unvested

without

performance

conditions)

Unvested

deferred bonus

% of salary

held in shares

Executive Directors

David White 41,005 N/A 450,407 15,384 4,814 19%

Non-Executive Directors

Tim Jones 148,206 N/A N/A N/A N/A N/A

Shelagh Hancock 0 N/A N/A N/A N/A N/A

Stuart Lorimer 4,000 N /A N/A N/A N/A N/A

Gillian Watson 37,25 4 N/A N/A N/A N/A N/A

Fiona Rodford 0 N/A N/A N/A N/A N/A

Martin Rowland

0 N/A N/A N/A N/A N/A

1. Based upon salary as at 31 August 2024 and the average share price over the three months of the year ended 31 August 2024.

2. Martin Rowland joined the Board on 6 March 2023 as a Non-Executive Director and became Executive Director of Transformation on 13 November 2023. Martin was

re-appointed as a Non-Executive Director on 13 November 2024 and has an interest in 0 Ordinary Shares in the capital of the Company. At the date of this report,

Harwood Capital Management Limited (of whom Martin Rowland is a representative), holds an interest in 19.50% of the Company’s share capital.

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Performance Shares (Audited Information)

The maximum number of outstanding shares that have been awarded to Directors under the LTIP are currently as follows:

Current Executive Directors (as at the date of this report)

FY22 award

(3-year performance

FY22, FY23, FY24)

FY23 award

(3-year performance

FY23, FY24, FY25)

FY24 award

(3-year performance

FY24, FY25, FY26)

David White N /A 182,573 267,834

Former Executive Directors (prior three financial years)

FY22 award

(3-year performance

FY22, FY23, FY24)

FY23 award

(3-year performance

FY23, FY24, FY25)

FY24 award

(3-year performance

FY24, FY25, FY26)

Martin Rowland N/A N/A N/A

Peter Page

N/A 438,347 N/A

Neil Austin

169,550 N/A N /A

1. See Payments for Loss of Office (Audited) on page 106.

2. See Long Term Incentive Plan Determinations, footnote 1 on page 104.

Assessing Pay and Performance

The table below summarises the Chief Executive’s single remuneration figure over the past ten years, as well as how variable pay

plans have paid out in relation to the maximum opportunity.

FY15

Tim

Davies

FY16

Tim

Davies

FY17

Tim

Davies

FY18

Tim

Davies

FY19

Tim

Davies

FY20

Tim

Davies

FY21

Tim

Davies

FY21

Hugh

Pelham

FY22

Hugh

Pelham

FY22

Peter

Page

FY23

Peter

Page

FY24

Peter

Page

FY24

David

White

Single figure of total

remuneration

911 531 308 861 764 508 259 244 210 312 368 475 260

Annual variable element

(actual award versus

maximum opportunity)

100% 55% 0% 100% 60.41% 15% 100% 0% N/A 0% 0% 0% 0%

Long-term incentive

(vesting versus maximum

opportunity)

100% 37.45% 0% 100% 100% 51.64% N/A 0% N/A 0% 0% 0% 0%

1. Reflective of an eight-month period. In relation to FY21, it was determined that the award relating to 272,324 shares under the Long Term Incentive Plan would lapse

without vesting upon Hugh Pelham standing down from the Board on 11 October 2021.

2. Reflective of remuneration to 11 October 2021, including £170,000 paid in lieu of notice. In relation to FY22, no award under the Long Term Incentive Plan was made to

Hugh Pelham in the period to 11 October 2021.

3. Reflective of services as a Non-Executive Chair until 11 October 2021 and services as Executive Chair under interim arrangements from 11 October 2021.

4. As CEO from 1 September 2022.

5. As CEO to 17 November 2023. Figure includes unused holiday entitlement, pay in lieu of notice and payment for loss of benefits during his notice period..

6. As CEO from 17 November 2023. No bonus received as CEO.

Ten-year Historical TSR Performance

100

120

140

160

180

200

220

Aug 13 Aug 14 Aug 15 Aug 16 Aug 17 Aug 18 Aug 19 Aug 20 Aug 21 Aug 22 Aug 24Aug 23

Carr’s Group TSR

FTSE All Share TSR

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Financial StatementsOverview Strategic Report Corporate Governance

Change in Directors’ Remuneration

The table below shows the percentage change in the Directors’ remuneration between FY23 and FY24 compared to the other

employees.

Base pay/fees Benefits Annual bonus

Current Directors*

David White

-13% 0% -88%

Martin Rowland

5% N/A N/A

Tim Jones

5% N/A N/A

Shelagh Hancock

5% N/A N/A

Stuart Lorimer

5% N/A N/A

Gillian Watson

5% N/A N/A

Fiona Rodford

5% N/A N/A

Former Directors*

Peter Page

0% N/A N/A

John Worby

5% N/A N/A

Ian Wood

5% N/A N/A

Other UK employees 5% N/A -72%

* As at the date of this report.

1. When compared to CFO pay FY23. David White was CFO until 17 November 2023 (figures are on an annualised basis).

2. When compared to NED pay FY23. Martin Rowland joined the Board on 6 March 2023 (figures are on an annualised basis).

3. When compared to Chair pay FY23. Tim Jones joined the Board on 21 February 2023 (figures are on an annualised basis).

4. When compared to NED pay FY23.

5. When compared to NED pay FY23.

6. When compared to NED pay FY23. Gillian Watson joined the Board on 9 October 2023 (figures are on an annualised basis).

7. When compared to NED pay FY23. Fiona Rodford joined the Board on 20 February 2024 (figures are on an annualised basis).

8. When compared to CEO pay FY23. Peter Page stood down from the Board on 17 November 2023 (figures are on an annualised basis).

9. When compared to NED pay FY23. John Worby stood down from the Board on 31 October 2023 (figures are on an annualised basis).

10. When compared to NED pay FY23. Ian Wood stood down from the Board on 8 October 2024.

Other UK Employees

The Remuneration Committee considers pay across the entire Group when setting Executive Director remuneration. Annual

consultations take place across the Group between the Executive Directors and Senior Management, including HR, in relation to

employee pay. The outcome of that exercise, and any changes to employee pay levels, are considered when determining the

appropriateness of any changes in Executive Director pay.

Chief Executive Officer Pay Ratio (Unaudited)

The table below shows the pay ratio based on the total remuneration of the Chief Executive Officer to the 25th, 50th and 75th

percentile of all permanent UK employees of the Group.

CEO pay 25th percentile Median 75th percentile

FY24 FY23 FY24 FY23 FY24 FY23 FY24 FY23

Total pay (£’000) 306 368 25 23 34 32 43 43

Pay ratio 12 16 9 11 7 9

The Group adopted Option A as defined in The Companies (Miscellaneous Reporting) Regulations 2018, as the calculation

methodology for the above ratios. The 25th, median and 75th percentile pay ratios were calculated using the full-time equivalent

remuneration for all UK employees as at 31 August 2024.

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Gender Pay Gap

The Group’s gender pay gap reporting information was as follows for the snapshot period ending 5 April 2024, being the most

recent data available. For information on the Group’s approach to equal opportunities and diversity, please see our Sustainability

and Impact Report on page pages 39 and 43, the Corporate Governance Report on pages 74 and 75 and the Nomination

Committee Report on pages 91.

Difference Between Men and Women

Mean Median

FY24 FY23 FY22 FY24 FY23 FY22

Hourly pay 24% 14% 25% 22% 17% 22%

Bonus 52% 22% 72% 52% 87% 0%

Proportion of People Awarded a Bonus

FY24 FY23 FY22

Male 3% 22% 36%

Female 6% 30% 41%

Percentage of Men/Women in Each Pay Quartile

Lowest Q2 Q3 Highest

FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22 FY24 FY23 FY22

Men 66% 67% 59% 68% 72% 51% 82% 83% 84% 86% 82% 84%

Women 34% 33% 41% 32% 28% 49% 18% 17% 16% 14% 18% 16%

Relative Spend on Pay

The table shows the relative importance of spend on pay compared to distributions to shareholders.

2024

£’000

2023 (restated)

£’000 % change

Employee costs* (excluding share-based payments) 16,570 1 7,199 -3.7%

Dividends paid to shareholders 6,006 4,889 22.8%

* Continuing operations only

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REMUNERATION COMMITTEE REPORT CONTINUED

Estimates of Total Future Potential Remuneration from FY24 Pay Packages

The tables below provide estimates of the potential future remuneration of each Executive Director based on the remuneration

opportunity granted in FY24. Potential outcomes based on different scenarios are provided for each Executive Director.

The assumptions underlying each scenario are described below.

Fixed Consists of base salary, pension and other benefits.

Save as otherwise stated, base salaries are as at 1 September 2024.

Benefits are valued using the figures in the total remuneration for the FY24 table, adjusted

for any new benefits or benefits that will not be provided during FY25.

Pensions are valued by applying the appropriate percentage to the base salary.

Base

£’000

Benefits

£’000

Pension

£’000

Total

£’000

David White 318 13 12 344

On target Based on what a Director would receive if performance was in line with plan, and the threshold level

was achieved under the LTIP.

Maximum Assumes that the full stretch target for the LTIP is achieved, and maximum performance is obtained

under both the financial and non-financial targets set for the annual bonus scheme.

Maximum with 50%

share price appreciation

Assumes maximum remuneration outcomes are achieved and a 50% increase in the value of

share-based remuneration.

Remuneration Estimates Based Upon Outcomes

200 400 600 800 1,000 1,200

David White (Chief Executive Officer)

30% 28% 28% 14%

Maximum with 50% share appreciation

32%

36%

32%

Maximum

On Target

Fixed

59% 14%27%

£1,097,000

£944,000

£561,151

£332,000

Total

100%

Lorem ipsum

Implementation of the Policy in FY25

Remuneration

Details of expected remuneration for Executive and Non-Executive Directors (including the Board Chair) are set out below.

The maximum annual bonus for the Executive Directors will remain 100% of salary. The weighting between financial and non-

financial targets will be linked to the specific role and duties of each Executive Director, with performance targets under each

element also reflecting specific roles. The Group is committed to disclosing its performance targets retrospectively, other than

where prevented due to commercial sensitivities.

110

Carr's Group plc | Annual Report and Accounts 2024

CEO (David White)

An inflationary salary increase of 4% was awarded to the CEO, David White, effective 1 September 2024, which is consistent with the

broader UK workforce. As such David White’s salary is £318,240 plus £12,000 car allowance.

60% of David White’s annual bonus will be based upon adjusted PBT for the Group. The remaining 40% of annual bonus will be

linked to non-financial targets. The threshold level of bonus vesting under each measure is 0%, and vesting for target performance

is 50% of maximum. Due to commercial sensitivity, targets will be disclosed retrospectively in next year’s report. 25% of any bonus

will be deferred for two years in the form of shares. Performance will be assessed against stretching targets.

The Committee intends to grant an LTIP award of 100% to David White as CEO. LTIP awards are made subject to stretching

performance targets and currently use the Company’s adjusted Earnings Per Share (“EPS”) and Total Shareholder Return (“TSR”)

over a three-year performance period as follows:

Adjusted EPS (75% weighting)

Threshold Maximum

Target 20% average annual

growthinadjusted EPS

35% average annual

growth in adjusted EPS

Vesting 25% 100%

TSR (25% weighting)

Threshold Maximum

Target 7% compound

annual growth in TSR

16% compound annual

growth in TSR

Vesting 25% 100%

Executive Director of Transformation/Non-Executive Director (Martin Rowland)

Martin Rowland was appointed as the Executive Director of Transformation for a contractual term of 12 months commencing

13 November 2023.

On appointment as Executive Director of Transformation, specific goals were set for Martin spanning two financial years.

The intention is therefore to evaluate performance across his full tenure and accordingly pay a bonus which reflects the period of

working. Martin Rowland’s annual bonus will be entirely based on financial metrics linked to executing the transformation strategy.

The bonus earned will not exceed 100% of the salary accrued over the 12-month fixed contractual term.

As announced on 12 November 2024 Martin was re-appointed as a Non-Executive Director of the Company following the end

of the 12-month contract as Executive Director of Transformation. Accordingly Martin will be paid a Non-Executive fee from

13 November 2024 in accordance with the fee schedule below, pro-rated to reflect his tenure as Non-Executive Director. No LTIP

was granted to Martin during FY24 and no LTIP will be granted to Martin during FY25 in relation to the periods in each financial

year during which Martin was an Executive Director.

Non-Executive Directors

Fees to Non-Executive Directors for FY25 will be as follows:

Position

Fees per annum

(£)

% increase

from FY23

Chair 103,740 4%

Non-Executive Director (including Committee Chairs and the SID) 46,587 4%

By order of the Board

Fiona Rodford

Remuneration Committee Chair

11 December 2024

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3. Directors’ Remuneration Policy

Introduction

This part of the report sets out the Directors’ Remuneration Policy for the Group and has been prepared in accordance with The

Large and Medium-Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (as amended).

The current policy was approved by the shareholders at the AGM which took place on 20 February 2024 with 99.11% of votes cast

in favour. There have been no changes to the Directors’ Remuneration Policy since that AGM and no changes are proposed to the

policy for FY25.

Illustrations of the application of the Directors' Remuneration Policy, and the application of the Directors' Remuneration Policy

during FY24 can be found on pages 98 to 111 (inclusive). Details of how the policy will be implemented in FY25 can be found

on pages 110 and 111 (inclusive).

Role of the Committee

The primary role of the Committee is to make recommendations to the Board on the Group’s policy for executive remuneration.

The Committee also has delegated responsibility for determining the remuneration and benefits of the Chair, Executive Directors

and Senior Management including the Company Secretary. Further details can be found on pages 98 to 111 (inclusive).

Overview of Policy

When setting the policy for Directors’ remuneration, the Committee takes into account the overall business strategy, considering

the long-term interests of the Group, with the aim of incentivising the delivery of rewards to the Group’s shareholders, workforce

and broader stakeholders.

The Group’s policy is that the overall remuneration packages offered should be sufficiently competitive to attract, retain and

motivate high-quality executives and to align the rewards of the Executive Directors with the progress of the Group, whilst

giving consideration to salary levels in similar size quoted companies in similar industry sectors and views of shareholders.

The remuneration package is split into two parts:

• a non-performance-related element represented by basic salary, benefits and pension; and

• a performance-related element in the form of an annual bonus and a Long Term Incentive Plan.

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Remuneration Policy Table

Element Purpose and link to strategy Policy and approach Maximum opportunity

EXECUTIVE DIRECTORS

Base salary To attract and retain

the best talent.

Reflects an individual’s

experience,

performance and

responsibilities within

the Group.

Salary levels (and subsequent salary increases)

are set taking into consideration a number of

factors, including:

• level of skill, experience and scope of

responsibilities of individual;

• business performance, economic climate

and market conditions;

• increases elsewhere in the Group; and

• external comparator groups (used for

reference purposes only).

Salaries are normally reviewed annually, with

any increase effective 1 September each year.

There is no formal

maximum; however,

increases will normally

not exceed the

general increase for

the broader employee

population of the

Group.

More significant

increases may be

awarded from time to

time to recognise, for

example, development

in role and change

in position or

responsibility.

Current salary levels

are disclosed in the

Annual Report on

Remuneration.

Pension Provides a competitive

and appropriate

pension package

that is aligned with

arrangements across

the Group.

Executive Directors are entitled to participate

in a defined contribution pension arrangement

or to receive a cash alternative to those

contributions.

Subject to as provided below, Company

contributions for all Executive Directors are at

a rate which does not exceed the contribution

rate available to the majority of the UK

workforce (currently 4%).

To the extent that pension contributions

exceed annual tax-free allowances, Executive

Directors will be entitled to receive payment

through ordinary payroll in lieu of pension

contributions.

Up to a maximum rate

not exceeding that

available to the majority

of the UK workforce

(currently 4%).

Benefits To aid retention and

remain competitive in

the marketplace.

Benefits provided include permanent health

insurance, private medical insurance and life

assurance. Relocation benefits may also be

provided in the case of recruitment of a new

Executive Director. The benefits provided may

be subject to minor amendment from time to

time by the Committee within this policy.

The Company may reimburse any reasonable

business-related expenses incurred in

connection with their role (including tax

thereon if these are determined to be

taxable benefits).

Market rate

determines value.

There is no prescribed

maximum level but

the Remuneration

Committee monitors

the overall cost of

benefits to ensure that

it remains appropriate.

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Financial StatementsOverview Strategic Report Corporate Governance

Element Purpose and link to strategy Policy and approach Maximum opportunity

Annual bonus Designed to reward

delivery of key

strategic priorities

during the year.

Bonus levels and appropriateness of

performance measures and weighting are

reviewed annually to ensure they continue

to support our strategy. Bonuses are capped

at 100% of base salary. At least 25% of any

bonus earned will be deferred into awards over

shares, with awards normally vesting after a

two-year period.

Performance is measured against stretching

targets. These may include financial and non-

financial measures, with at least half linked to

stretching financial metrics. Noting commercial

sensitivity, performance targets will typically

be disclosed retrospectively each year.

The threshold level of bonus vesting under

each measure is 0%, and vesting for target

performance is 50% of maximum.

The cash element of the bonus is usually paid

in November each year for performance in the

previous financial year.

Dividends will accrue on deferral awards over

the vesting period and be paid out either as

cash or as shares on vesting and in respect of

the number of shares that have vested.

Maximum of 100% of

base salary.

Save As You Earn ("SAYE") To encourage

employee involvement

and encourage greater

shareholder alignment.

An HMRC approved SAYE scheme is available

to eligible staff, including Executive Directors.

The schemes are

subject to the limits set

by HMRC from time

to time.

Long Term Incentive

Plan ("LTIP")

To motivate and

incentivise delivery

of sustained

performance over

the longer term,

and to support and

encourage greater

shareholder alignment.

Annual awards of performance shares which

normally vest after three years subject to

performance conditions.

Award levels and performance conditions

required for vesting are reviewed annually to

ensure they continue to support the Group’s

strategy. Annual awards are capped at the

equivalent of 100% of base salary at the date

of award.

In accordance with the rules of the LTIP,

which were approved by shareholders at the

AGM on 27 February 2023, in circumstances

considered by the Committee to be

exceptional, single awards in excess of 100% of

base salary can be made, up to a maximum of

200% of base salary at the date of the award.

Awards are currently based upon an EPS

growth measure and Total Shareholder Return

("TSR"), although the Committee reserves the

right to amend performance measures where

considered appropriate in line with strategy.

25% vests at threshold performance. There is

straight-line vesting between threshold

and maximum.

A two-year post-vesting holding period applies

to the net of tax shares.

Maximum of 100% of

base salary for annual

awards.

Exceptional awards can

be made of up to 200%

of base salary.

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Element Purpose and link to strategy Policy and approach Maximum opportunity

Shareholding guidelines To provide alignment

with shareholder

interests.

Executive Directors are required to build up

a shareholding equivalent to 200% of base

salary over a five-year period.

N/A

Post-cessation

shareholding

To provide alignment

with shareholder

interests in the

long term.

Executive Directors are required to retain

all shares acquired on vesting under the

Company’s LTIP, up to a value equal to 200%

of their basic salary, for a period of two years

following the cessation of their employment

with the Company for any reason.

This requirement will apply to all shares which

vest after the Policy takes effect, regardless

of when awards were made under the

Company’s LTIP.

N/A

NON-EXECUTIVE DIRECTORS

Non-Executive

Director fees

To attract and retain

a high-calibre Chair

and Non-Executive

Directors by offering

market competitive

fee levels.

Remuneration reflects:

• the time commitment and responsibility of

their roles;

• consideration of increases made elsewhere

in the Group;

• market rate; and

• that they do not participate in any bonus,

pension or share-based scheme.

Our policy is for the Executive Directors to

review the remuneration of Non-Executive

Directors annually following consultation

with the Chair. The Chair’s remuneration is

reviewed annually by the Remuneration

Committee.

Remuneration comprises a single base fee

for services to the Company. Non-Executive

Directors, other than the Chair, may receive

additional fees in relation to carrying out

additional duties such as acting as the Senior

Independent Director or chairing a Board

Committee.

The Chair and the Non-Executive Directors

are entitled to reimbursement of reasonable

expenses. They may also receive reasonable

travel or accommodation-related benefits in

connection with their role as a Director.

The Non-Executive Directors will not

participate in the Group’s share, bonus or

pension schemes.

Non-Executive Directors are engaged for

terms of one year, subject to appointment and

reappointment at the Company’s AGM.

Levels of fee are

reviewed annually

with any increases

normally aligning with

general increases for

the broader employee

population of the Group.

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Financial StatementsOverview Strategic Report Corporate Governance

Remuneration Committee Discretions

The Committee will operate the annual bonus plan and LTIP according to their respective rules. To ensure the efficient operation

and administration of these plans, the Committee retains discretion in relation to a number of areas. This is consistent with market

practice and these include (but are not limited to) the following:

• the participants;

• the timing of grant and/or payment;

• the size of grants and/or payments (within the limits set out in the Policy table);

• the determination of vesting based on the assessment of performance;

• the determination of a "good leaver" and, where relevant, the extent of vesting in the case of the share-based plans;

• whether or not to make payment of a bonus to a leaver, taking into account all circumstances, and whether or not to pro-rate

such an award;

• treatment in exceptional circumstances, such as a change of control;

• making the appropriate adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events, variation

of capital and special dividends);

• cash-settling awards; and

• the annual review of performance measures, weightings and setting targets for the discretionary incentive plans from year

toyear.

The Committee also retains the ability to adjust existing performance conditions for exceptional events so that the plans can still

fulfil their original purpose. Any varied performance condition would not be materially less difficult to satisfy in the circumstances.

Malus and Clawback

In line with UK corporate governance best practice, a malus and clawback mechanism applies as follows:

• Annual bonus – cash awards: malus will apply up to the bonus payment and clawback will apply for a period of two years after

the bonus payment.

• Annual bonus – deferred share awards: clawback will apply during the period of two years following the payment of the cash

bonus to which the deferred share award relates.

• LTIP awards: malus will apply during the vesting period and clawback will apply for a period of two years post vesting.

The malus and clawback provisions may be applied in specific circumstances including in the event of a material misstatement

of the Group’s accounts and also for other defined reasons including material financial misstatement, reputational damage, gross

misconduct, fraud, error in the assessment of performance measures and corporate failure.

Performance Measures and Targets

Our Group strategy and business objectives are the primary consideration when we are selecting performance measures for

incentive plans. The annual bonus is based on performance against a stretching combination of financial and non-financial

measures. Adjusted profit before tax reflects the Group’s strategic objective to increase profit. In addition, Executive Directors are

assessed on strategic objectives as agreed by the Committee at the beginning of the year. The LTIP is assessed against growth in

adjusted earnings per share ("EPS") as it rewards improvement in the Group’s underlying financial performance and is a measure

of the Group’s overall financial success and is visible to shareholders; as well as total shareholder return ("TSR") in order to focus

management on delivering shareholder returns, noting that a number of our shareholders prefer absolute TSR rather than relative

in order to increase visibility and ensure direct alignment with the shareholder experience.

Targets within incentive plans that are related to internal financial measures, such as profit, are typically determined based on the

Group’s budgets. The threshold and maximum levels of performance are set to reflect minimum acceptable levels at threshold

and very stretching, but achievable, levels at maximum. At the end of each performance period we review performance against

the targets, using judgement to account for items such as foreign exchange rate movements, changes in accounting treatment,

and significant one-off transactions. The application of judgement is important to ensure that final assessments of performance are

fair and appropriate. In addition, the Remuneration Committee reviews the bonus and incentive plan results before any payments

are made to Executive Directors or any shares vest and has full discretion to adjust the final payment or vesting downwards if they

believe the circumstances warrant it.

Approach to Recruitment Remuneration

The remuneration package for a new Executive Director would be set in accordance with the terms of the Group’s approved

Remuneration Policy in force at the time of appointment. When existing employees are promoted to the Board, the Policy will apply

from the point where they are appointed to the Board and not retrospectively. In addition, any existing awards will be honoured and

form part of ongoing remuneration arrangements.

REMUNERATION COMMITTEE REPORT CONTINUED

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Carr's Group plc | Annual Report and Accounts 2024

Buy-out Awards

In addition, the Committee may offer additional cash and/or share-based elements (on a one-time basis or ongoing) when it

considers these to be in the best interests of the Group (and therefore shareholders). Any such payments would be limited to a

reasonable estimate of value of remuneration lost when leaving the former employer and would reflect the delivery mechanism

(i.e. cash and/or share-based), time horizons and whether performance requirements are attached to that remuneration. For

avoidance of doubt, any buy-out awards are not subject to a formal maximum.

Maximum Level of Variable Pay

The maximum initial level of long-term incentives which may be awarded to a new Executive Director will ordinarily be limited to

200% of base salary (i.e. 100% annual bonus plus 100% Long Term Incentive Plan). This can be increased to 300% in exceptional

circumstances (i.e. 100% annual bonus plus 200% Long Term Incentive Plan). These limits are in addition to the value of any buy-out

arrangements which are governed by the policy above.

In the case of an internal appointment, any variable pay element awarded in respect of the prior role would be allowed to pay

out according to its terms, adjusted as relevant to take into account the appointment. In addition, any other previously awarded

entitlements would continue, and be disclosed in the next Annual Report on Remuneration.

Base Salary and Relocation Expenses

The Committee has the flexibility to set the salary of a new appointee at a discount to the market level initially, with a series of

planned increases implemented over the following few years to bring the salary to the appropriate market position, subject to

individual performance in the role.

For external and internal appointments, the Committee may agree that the Group will meet certain relocation expenses

as appropriate.

Appointment of Non-Executive Directors

For the appointment of a new Chair or Non Executive Director, the fee arrangement would be set in accordance with the approved

Directors' Remuneration Policy in force at that time.

Directors’ Terms of Employment

The Group’s current policy is not to enter into employment contracts with any element of notice period in excess of one year.

All Non-Executives are appointed for terms of 12 months and stand for re-election annually at the Company’s AGM. Copies of

Executive Directors’ service contracts and Non-Executive Directors’ letters of appointment are available for inspection at the

Company’s registered office during normal hours of business.

An Executive Director’s service contract may be terminated summarily without notice and without any further payment or

compensation, except for sums accrued up to the date of termination, if they are deemed to be guilty of gross misconduct or for

any other material breach of the obligations under their employment contract.

Policy on Payment on Loss of Office

When determining any loss of office payment for a departing Executive Director, the Committee will always seek to minimise

the cost to the Group, while complying with contractual terms and seeking to reflect the circumstances in place at the time.

The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an

existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any

claim arising in connection with the termination of an Executive Director’s office or employment.

On termination of an Executive Director’s service contract, the Committee will take into account the departing Director’s duty to

mitigate their loss when determining the amount of compensation. When terminating an Executive Director’s contract, the Group

has the right to make a payment in lieu of notice. Any such payment will typically reflect the individual’s salary, benefits and

pension entitlements. The Group has the ability to mitigate costs and phase payments if alternative employment is obtained.

The Committee’s Policy is described below and will be implemented taking into account the contractual entitlements, the specific

circumstances for the departure and the interests of shareholders.

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Financial StatementsOverview Strategic Report Corporate Governance

Pay element Good leaver Other leaver

Base pay,

pension, benefits

Up to 12 months’ normally payable monthly and

subject to mitigation.

May be required to work during notice period.

Up to 12 months’ normally payable, subject to

mitigation. The Committee has the discretion to

terminate contracts without notice and without

further compensation (except for sums earned to

the date of termination for certain events such as

gross misconduct).

Annual bonus – cash There will be no automatic entitlement to a bonus

if an Executive Director has ceased employment

or is under notice. The Committee may, at its

discretion, pay a bonus. This would normally be

prorated in respect of the proportion of the financial

year worked but in circumstances it considers it

appropriate, the Committee may use discretion to

not prorate. Use of discretion will be explained in full

to shareholders. Such payment could be payable

in cash and not subject to deferral. Payment

would usually be made on the normal payment

date, although the Committee has discretion to

accelerate payment on a case-by-case basis, for

example on change of control of the Group or death

of an Executive Director.

Awards lapse on cessation of employment.

Annual bonus –

deferred into shares

Unvested awards will usually vest in full

upon cessation, unless the Committee

determines otherwise.

Unvested awards lapse on the termination date.

LTIP Awards Outstanding awards will vest at the original vesting

date to the extent that the performance condition

has been satisfied and reduced on a pro rata basis

to reflect the period of time which has elapsed

between the grant date and the date on which the

participant ceased to be employed by the Group,

unless the Committee determines otherwise in

its absolute discretion. Holding periods will apply,

unless the Committee determines otherwise.

Awards lapse on termination date.

All-employee

share plans

Treatment of awards under any all-employee share plan including the SAYE plan would be in line with

HMRC rules.

Buy-out awards Treatment of the buyout award would be in line with the terms of the buy-out award agreed.

Definition of a Good Leaver

The Committee has ultimate discretion on whether an employee is considered to be a "good leaver". In determining whether a

departing Executive Director should be treated as a "good leaver", the Committee will take into account the performance of the

individual and Group over the whole period of employment and the reasons for the individual’s departure. If employment ceases

because of any of the following circumstances, the Executive Director would normally be treated as a "good leaver":

• death;

• ill-health;

• injury;

• disability;

• redundancy; and

• retirement with the consent of the Committee.

In the event of: (i) a takeover of the Company; (ii) a scheme of arrangement (not being an internal corporate reorganisation); (iii) a

winding-up of the Company; or (iv) (at the discretion of the Committee) a demerger, Executive Directors are entitled to up to 12

months’ base salary, pension and benefits. Unvested bonus and LTIP Awards shall vest immediately and on the same basis as

described above in the case of a “good leaver”. Alternatively, on the occurrence of a takeover or a scheme of arrangement, the

Committee may specify that bonus and/or LTIP Awards shall not vest on the occurrence of such event and instead participants

shall be required to "roll-over" their awards into equivalent new awards over shares in a new holding company. Bonus and LTIP

Awards will be automatically "rolled-over" on the occurrence of an internal reorganisation.

The Non-Executive Directors are not entitled to any compensation for loss of office.

REMUNERATION COMMITTEE REPORT CONTINUED

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Statement of Consideration of Shareholder Views

The Committee engaged with shareholders during 2023 as part of the Directors’ Remuneration Policy development process.

Proposed changes to the policy were communicated to major shareholders prior to its formation, and all feedback taken into

consideration. Advice was also taken on best practice from appropriately qualified remuneration advisers PricewaterhouseCoopers

LLP. The views offered to the Committee were taken into account in developing the Directors’ Remuneration Policy which received

overwhelming support (99.11% of proxy votes cast by shareholders) at the AGM on 20 February 2024. The Policy has been reviewed

internally during FY24 and it has been determined that no changes are required for FY25. The Committee welcomes continued

dialogue with the Company's shareholders.

Considerations of Conditions Elsewhere in the Group

In determining the remuneration of the Group’s Directors, the Committee takes into account the pay arrangements and terms and

conditions across the Group as a whole. The Committee seeks to ensure that the underlying principles which form the basis for

decisions on Directors’ pay are consistent with those on which pay decisions for the rest of the workforce are taken. For example,

the Committee takes into account the general salary increase for the broader employee population when conducting the salary

review for the Executive Directors.

However, there are some differences in the Executive Directors’ Remuneration Policy compared to the approach adopted for the

wider workforce, which the Committee believes are necessary to reflect the differing levels of seniority and scope of responsibility.

A greater weight is placed on performance-based pay through the quantum and participation levels in incentive schemes to

ensure the remuneration of the Executive Directors is aligned with the performance of the Group and the interests of shareholders.

Alignment with Provision 40 of the UK 2018 Corporate Governance Code

As part of its review and development of the Policy, the Committee has considered the factors set out in provision 40 of the UK

2018 Corporate Governance Code. In the Committee’s view, the Policy addresses those factors as set out below:

Provision 40 How the Policy aligns

Clarity

Remuneration arrangements should

be transparent and promote effective

engagement with shareholders and the

workforce and link to strategy

The Committee has clearly outlined the performance conditions relating to the

annual bonus and long-term incentive plans, which are linked to our strategy

and shareholder interests. We have set out the maximum potential value of the

elements of remuneration, and the areas in which discretion can be applied

throughout the Policy.

The Policy is in line with UK corporate governance best practice, and so aims

to be well understood by participants, shareholders and the wider workforce.

Simplicity

Remuneration structures should avoid

complexity and their rationale and operation

should be easy to understand

The Policy is designed to be simple, easily understood and communicated.

The remuneration structure uses market-standard incentive structures. The

performance conditions for variable elements are clearly communicated to, and

understood by, participants, as well as being aligned with the Group’s strategy.

Risk

Remuneration arrangements should ensure

reputational and other risks from excessive

rewards, and behavioural risks that can arise

from target-based incentive plans,

are identified and mitigated

A significant portion of the Executive Directors’ total remuneration opportunity

is weighted to the longer term, and delivered in shares via the long-term

incentive plan and the deferred bonus mechanism. Furthermore, a shareholding

requirement is in place (both in employment and post cessation). These features

ensure robust shareholder alignment and discourage unnecessary risk taking.

The Committee retains discretion to override formulaic outcomes for incentive

plans. Malus and clawback provisions are in place, which mitigate behavioural risks

by enabling payments to be reduced or reclaimed in specific circumstances. No

Executive Director is present when their own remuneration is under discussion.

Predictability

The range of possible values of rewards

to individual directors and any other limits

or discretions should be identified and

explained at the time of approving the Policy

The Policy sets out the maximum potential value for each element of

remuneration. Potential outcomes are easily quantifiable and are set out

in the scenario charts.

Proportionality

The link between individual awards, the

delivery of strategy and the long-term

performance of the company should be

clear. Outcomes should not reward

poor performance

The Committee has set out to balance appropriately remuneration between

fixed and variable pay. The annual bonus and long-term incentive plan are

designed to reward the successful implementation of the Company’s strategy

and are aligned with long-term value creation for shareholders via stretching

targets linked to strong corporate performance and shareholder return. The

Committee will have discretion to override formulaic outcomes to ensure that

remuneration appropriately reflects overall performance.

Alignment to culture

Incentive schemes should drive behaviours

consistent with the company’s purpose,

values and strategy

The incentive plans are measured against key performance measures aligned

to our culture and strategy. The emphasis on shareholding is a core part of

our culture throughout the Group via our SAYE plan. The Committee takes into

account fairness and the wider workforce when determining Executive Director

remuneration outcomes.

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Financial StatementsOverview Strategic Report Corporate Governance

DIRECTORS’ REPORT

Introduction

The Directors present their report and the audited

accounts for the Group for FY24. The Corporate

Governance Report, which can be found on pages

68 to 119 (inclusive), and details of the Board on

pages 70 and 71 also form part of this Directors’ Report.

Corporate Governance Statement

The requirements as to the content of this FY24 Annual Report and

Accounts are set out in legislation and supplemented by the UK Listing

Rules (a copy of which is available at www.handbook.fca.org.uk/), the

Disclosure Guidance and Transparency Rules (a copy of which is available

at www.handbook.fca.org.uk/) and by recommendations of the Financial

Reporting Council’s UK 2018 Corporate Governance Code (a copy of

which is available from www.frc.org.uk).

The Corporate Governance Statement, prepared in accordance with

Rule 7.2 of the Disclosure Guidance and Transparency Rules, comprises

the following sections of the Annual Report and Accounts: the Strategic

Report; the Corporate Governance Report; the Audit and Risk Committee

Report; the Nomination Committee Report; the Remuneration

Committee Report; together with this Directors’ Report. As permitted

by legislation, some of the matters required to be included in the

Directors’ Report have been included in the Strategic Report by cross-

reference, including details of the Group’s financial risk management

objectives and policies, business review, future prospects, stakeholder

engagement, Section 172 Statement and Environmental Policy.

Operations and Performance

Activities and Business Overview

Carr’s Group plc is a public limited company incorporated in England

and Wales and whose shares are listed and traded on the London Stock

Exchange’s Main Market. Its registered office is at Warwick Mill Business

Centre, Warwick Bridge, Carlisle, Cumbria CA4 8RR. Details of subsidiary

companies and joint ventures can be found at note 18 and note 19

of the Financial Statements. The principal activities and business

overview of the Group focusing on the Agriculture Division are set out

within the Strategic Report on pages 06 to 65 (inclusive).

DIRECTORS*

Tim Jones

(Non-Executive Board Chair)

David White

(Chief Executive Officer)

Martin Rowland

(Non-Executive Director)

Shelagh Hancock

(Non-Executive Director)

Stuart Lorimer

(Non-Executive Director)

Gillian Watson

(Non-Executive Director and

Senior Independent Director)

Fiona Rodford

(Non-Executive Director)

*As at the date of this report

Justin Richards

Company Secretary

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Carr's Group plc | Annual Report and Accounts 2024

Results and Dividends

A review of the results can be found on pages 20 to 25 (inclusive).

The Group loss from continuing operations before taxation was £6.5m (FY23 continuing operations restated: £0.8m). After taxation

credit of £2.0m (FY23 continuing operations restated: charge of £0.1m), the loss for the year from continuing operations is £4.5m

(FY23 continuing operations restated: £0.8m).

FY24 FY23

Aggregate interim dividends 2.35p 2.35p

Final dividend per share proposed

2.85p 2.85p

Subject to approval at the forthcoming AGM of the Company, the final dividend will be paid on 10 March 2025 to members on the

As detailed in the FY23 Annual Reports and Accounts, in order to reduce administrative costs and bring the Company in line with

the majority of the stock market, the Board has moved to a twice-yearly dividend payment – an initial interim dividend anticipated

to be declared at the time of the Group’s interim results, typically in April and payable in June, and then a final dividend anticipated

to be declared at the time of the Group’s preliminary results, typically in December and payable following approval at the

Company’s AGM. A copy of the Dividend Policy can be found at https://www.carrsgroup-ir.com

Post Balance Sheet Events

Since the year end, prior to signing the financial statements, the Group sold the trade and certain assets of its subsidiary company

Afgritech LLC. The Group also sold one of its investment properties. Further details can be found at note 36 to the Financial

Statements.

Shares and Share Capital

Share Capital

The Company has a single class of share capital which is divided into Ordinary Shares of £0.025 each. The movement in the share

capital during the year is detailed in note 29 to the financial statements.

At the AGM held on 20 February 2024, the Directors received authority from the shareholders to:

• Allot shares – this gives Directors the authority to allot shares thus maintaining flexibility in respect of the Company’s financing

arrangements. The nominal value of Ordinary Shares which the Directors could allot in the period up to the next AGM expected

to be held in February 2025, is limited to £776,740.50 which represented approximately 33% of the nominal value of the issued

share capital on 5 January 2024. The Directors do not have any present intention of exercising this authority other than in

connection with the issue of Ordinary Shares in respect of the Company’s share option plans. This authority will expire at the end

of the next AGM of the Company or 21 February 2025, if earlier.

• Disapplication of rights of pre-emption – this disapplies rights of pre-emption on the allotment of shares by the Company and

the sale by the Company of treasury shares. The authority allows the Directors to allot equity securities for cash pursuant to the

authority to allot shares mentioned above, and to sell treasury shares for cash without a pre-emptive offer to existing shareholders:

– for general purposes, up to an aggregate nominal amount of £117,687.95, which represented approximately 5% of the

Company’s issued share capital on 5 January 2024; and

– in connection with acquisitions or other capital development, up to a further aggregate nominal amount of £117,687.95, which

represented approximately 5% of the Company’s issued share capital on 5 January 2024.

This authority will expire at the end of the next Annual General Meeting of the Company or 21 February 2025, if earlier.

In previous years, the Directors have also received authority for the Company to buy its own shares in the market. At the AGM held

on 20 February 2024, around 44% of votes cast were against the resolution which sought authority for the Company to buy up

to a maximum of c.10% of its own ordinary shares. As a special resolution, it was therefore not passed. Details of the shareholder

consultation which took place subsequent to the AGM can be found on page 69.

Rights and Obligations Attaching to Shares

In a general meeting of the Company, subject to the provisions of the Articles of Association and to any special rights or restrictions

as to voting attached to any class of shares in the Company (of which there are none), the holders of the Ordinary Shares are

entitled to one vote in a poll for every Ordinary Share held. No member shall be entitled to vote at any general meeting or class

meeting in respect of any shares held if any call or other sum then payable in respect of that share remains unpaid. Currently, all

issued shares are fully paid.

Full details of the deadlines for exercising voting rights in respect of the resolutions to be considered at the forthcoming AGM

expected to be held in February 2025 will be set out in the Notice of AGM.

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Financial StatementsOverview Strategic Report Corporate Governance

Subject to the provisions of the Companies Act 2006, the Company may, by ordinary resolution, declare a dividend to be paid to

the members, but no dividend shall exceed the amount recommended by the Board. The Board may pay interim dividends, and

also any fixed rate dividend, whenever the financial position of the Company, in the opinion of the Board, justifies their payment.

Alldividends shall be apportioned and paid pro rata according to the amounts paid up on the shares.

Directors’ Shareholdings

The interests of the Directors, as defined by the Companies Act 2006, in the Ordinary Shares of the Company, other than in respect

of options to acquire Ordinary Shares under the Company’s share option plans (which are detailed in the analysis of options

included in the Directors' Remuneration Report on pages 106 and 107), are as follows:

Directors in Office as at the Date of this Report

At end FY24

OrdinaryShares

At end FY23

OrdinaryShares

Tim Jones Chair 148,206 148,206

David White Chief Executive Officer 41,005 27,000

Shelagh Hancock Non-Executive Director 0 0

Stuart Lorimer Non-Executive Director 4,000 4,000

Gillian Watson Non-Executive Director 37,254 0

Fiona Rodford Non-Executive Director 0 0

Martin Rowland Non-Executive Director 0 0

All the above interests are beneficial. There have been no other changes to the above interests in the period from 31 August 2024 to the

date of this report. At the date of this report, Harwood Capital Management Limited (of whom Martin Rowland is a representative),

holds an interest in 19.50% of the Company’s share capital.

Directors in Office at End of FY24 (but no longer in office)

At end FY24

OrdinaryShares

At end FY23

OrdinaryShares

Ian Wood Non-Executive Director 50,000 50,000

Major Shareholders

The Company has been informed of the following interests in the 94,436,340 Ordinary Shares of the Company, as required by the

Companies Act 2006.

Latest available data prior to the date of this Annual

Report and Accounts

Shareholder 29-Nov-24 % IC

Harwood Capital (London) 18,413,068 19.50

Mr Robert Heygate (UK) 13,025,120 13.79

Fidelity Investments (Boston) 9,486,168 10.05

Interactive Investor (Manchester) 3,680,507 3.90

Hargreaves Lansdown Asset Mgt

(Bristol) 3,062,220 3.24

Charles Stanley (London) 2,750,200 2.91

Wesleyan Assurance Society

(Birmingham (UK)) 2,205,108 2.34

Canaccord Genuity Wealth Mgt

(Jersey) 2,029,275 2.15

Mr Thomas W G Charlton (Regional

(England)) 1,980,000 2.10

Artemis Investment Mgt (London) 1,977,991 2.09

Total 58,609,657 62.06

Latest available data prior to end of FY24

Shareholder 30-Aug-24 % IC

Harwood Capital (London) 18,413,068 19.50

Mr Robert Heygate (UK) 13,025,120 13.79

Fidelity Investments (Boston) 9,478,241 10.04

Interactive Investor (Manchester) 3,649,761 3.86

Hargreaves Lansdown Asset Mgt

(Bristol) 3,024,446 3.20

Charles Stanley (London) 2,745,091 2.91

Wesleyan Assurance Society

(Birmingham (UK)) 2,406,070 2.55

Mr Thomas W G Charlton

(Regional(England)) 1,980,000 2.10

Artemis Investment Mgt

(London) 1,977,991 2.09

James Sharp & Co (Bolton) 1,853,450 1.96

Total 58,553,238 62.00

DIRECTORS’ REPORT CONTINUED

122

Carr's Group plc | Annual Report and Accounts 2024

Corporate Governance

Annual General Meeting

The AGM of the Company will be held in February 2025 at The Halston Hotel Carlisle, 20-34 Warwick Road, Carlisle CA1 1AB.

Articles of Association

The powers of the Directors are conferred on them by UK legislation and the Articles of Association. Changes to the Articles must

be approved by shareholders passing a special resolution at a general meeting.

Directors

Details of the Directors of the Company as at the date of this report are shown on pages 70 and 71, and details of Directors

who were in post during FY24 can be found in the Nomination Committee Report on 88 to 91 (inclusive). Details relating to

Director re-election, Directors’ powers and Directors’ conflicts of interest can be found in the Corporate Governance Report

on pages 74 to 79 (inclusive).

Directors’ and Officers’ Liability Insurance

The Group maintains Directors’ and Officers’ liability insurance, which is reviewed annually.

Significant Agreements

There are a number of significant agreements across the Group with provisions that take effect, alter or terminate upon a change

of control of the Company, such as bank facility agreements, agreements with strategic partners, employee share scheme

rules and certain project contracts within the Engineering Division. The Directors are not aware of any agreements between the

Company and its Directors or employees that provide for compensation for loss of office or employment occurring solely because

of a change of control.

Political and Charitable Donations

During FY24 the Group contributed £13,370 (FY23: £50,496) in the UK for charitable purposes. Further details have been included

within the Sustainability and Impact Report on page 39. There were no political donations during the financial year (FY23: £nil).

Additional Information

Employee Share Schemes

Awards under employee share schemes do not confer any shareholder rights, such as the right to vote on shareholder matters or

to receive any dividend, until a participant has received the shares after vesting or exercise (as applicable).

Employment Policies and Employees

The Company is committed to its employees and further details on the Company’s policies and commitment can be found in the

Sustainability and Impact Report on pages 33 to 45 (inclusive).

Confidential Reporting of Concerns

The Group maintains various channels through which people can report concerns or suspicions of wrongdoing within the

workplace, including anonymous reporting via an independent whistleblowing service operated by AAB People (previously known

as SeeHearSpeakUp). The Board regularly reviews the Group’s Whistleblowing Policy which is implemented by the Company

Secretary as the Group’s Whistleblowing Officer.

Pensions

Estimates of the amount and timing of future funding obligations for the Group’s pension plans are based on various assumptions

including, among other things, the actual and projected market performance of the pension plan assets, future long-term

corporate bond yields, longevity of members and statutory requirements. The Group continually reviews this risk and takes action

to mitigate where possible.

In addition, while the Group is consulted by the trustees on the investment strategies of the Group’s pension plans, the Group has

no direct control over these matters as the trustees are directly responsible for the strategy. Details of the Group’s pension plans

are in note 28 of the financial statements.

Environment

The Company’s report on sustainability and the environment, including its carbon footprint, and approach to GHG as well as

climate-related risk and governance processes can be found on pages 33 to 64 (inclusive).

External Auditor

A resolution to reappoint Grant Thornton UK LLP as external auditor will be proposed at the forthcoming AGM of the Company

expected to be held in February 2025.

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123

Financial StatementsOverview Strategic Report Corporate Governance

More information about the external audit can be found in the Audit and Risk Committee Report on pages 92 to 95 (inclusive).

Other Information Incorporated by Reference

Other information relevant to this Directors’ Report, and which is incorporated by reference, including:

Subject matter Location Page(s)

Financial risk management Principal Risks and Uncertainties

Corporate Governance Report

Audit and Risk Committee Report

26 to 29 (inclusive)

68 to 125

92 to 95

Exposure to price risk, credit risk, liquidity risk and

cash flow risk

Notes to the Financial Statements (Derivatives and

other financial instruments) (note 27)

188 to 193

Going concern Principal Accounting Policies 147 to 155

Important events since the financial year end Notes to the Financial Statements (Post balance

sheet events) (note 36)

207

Likely future developments in the business Strategic Report 06 to 32

Research and development Strategic Report 06 to 32

Employment of disabled persons Sustainability and Impact Report

Non-Financial & Sustainability Statement

Stakeholder engagement Corporate Governance Report

s. 172 Statement

68 to 125

82 to 87

SECR energy and carbon reporting Sustainability and Impact Report 35 to 36

Board diversity Nomination Committee Report

Corporate Governance Report

88 to 91

74 to 75

The information required to be disclosed by Listing Rule 6.6.2R (previously 9.8.4R) can be located as set out below:

Listing Rule 6.6.2R

(previously 9.8.4R) Information required Page(s)

(1) Interest capitalised N/A

(2) Publication of unaudited financial information N/A

(3) N/A N/A

(4) Details of Long Term Incentive Schemes N/A

(5-6) Waiver of Directors' emoluments N/A

(7-8) Non-pre-emption issues of equity for cash N/A

(9) Parent participation in a placing by a listed subsidiary N/A

(10) Significant contracts involving a Director or shareholder N/A

(11) Provisions of services by a controlling shareholder N/A

(12-13) Dividend waivers 121

(14) Agreements with a controlling shareholder N/A

DIRECTORS’ REPORT CONTINUED

124

Carr's Group plc | Annual Report and Accounts 2024

Directors’ Responsibilities Statement

The Directors are responsible for preparing the Strategic Report, Directors’ Report and the financial statements in accordance with

applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. The Directors have elected to prepare

the financial statements in accordance with UK-adopted international accounting standards. Under company law the Directors

must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and

profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures

disclosed and explained in the financial statements.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s

transactions and disclose, with reasonable accuracy at any time, the financial position of the Company and enable them to ensure

that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the

Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors confirm that:

• so far as each Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and

• the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any

relevant audit information and to establish that the Company’s auditor is aware of that information.

The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations.

Having taken advice from the Audit and Risk Committee, the Directors consider the Annual Report and Accounts and the financial

statements, taken as a whole, provides the information necessary to assess the Company’s performance, business model and

strategy and is fair, balanced and understandable.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the

Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may

differ from legislation in other jurisdictions.

To the best of our knowledge:

• the Group financial statements, prepared in accordance with UK-adopted international accounting standards, give a true

and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the

consolidation taken as a whole; and

• the Strategic Report and Directors’ Report include a fair review of the development and performance of the business and the

position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the

principal risks and uncertainties that they face.

By order of the Board 11 December 2024.

Justin Richards

Company Secretary

11 December 2024

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Financial StatementsOverview Strategic Report Corporate Governance

Carr's Group plc | Annual Report and Accounts 2024

126

Streamlining

operations,

improving

outcomes

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Overview Strategic Report Corporate Governance Financial Statements

127

Financial Statements

128 Independent Auditor’s Report

140 Consolidated Income Statement

141 Consolidated Statement of

Comprehensive Income

142 Consolidated and Company

BalanceSheets

144 Consolidated Statement of

Changes in Equity

145 Company Statement of Changes

in Equity

146 Consolidated and Company

Statements of Cash Flows

147 Principal Accounting Policies

156 Notes to the Financial Statements

209 Five-Year Statement

211 Alternative Performance Measures

Glossary

213 Directory of Operations

214 Dormant Subsidiaries at

31 August 2024

215 Registered Office and Advisers

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128

INDEPENDENT AUDITOR’S REPORT

to the members of Carr’s Group plc

Opinion

Our opinion on the financial statements is unmodified

We have audited the financial statements of Carr’s Group plc (the ‘parent Company’) and its subsidiaries (the ‘Group’) for the

period ended 31 August 2024, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive

Income, Consolidated and Company Balance Sheets, Consolidated Statement of Changes in Equity, Company Statement of

Changes in Equity, Consolidated and Company Statements of Cash Flows and notes to the financial statements, including

a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is

applicable law and UK-adopted international accounting standards and, as regards the parent Company financial statements,

as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at

31 August 2024 and of the Group’s loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards;

• the parent Company 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; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’

section of our report. We are independent of the Group and the parent Company in accordance with the ethical requirements

that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public

interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the

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

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the Directors’ use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Group’s and the parent Company’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such

disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the

date of our report. However, future events or conditions may cause the Group or the parent Company to cease to continue as a

going concern.

A description of our evaluation of management’s assessment of the ability to continue to adopt the going concern basis of

accounting, and the key observations arising with respect to that evaluation is included in the key audit matters section of

ourreport.

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.

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 parent Company’s ability to continue as a going

concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the Group’s reporting on how it has 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.

Description

Disclosures

Audit response

Our results

KAM

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Overview Strategic Report Corporate Governance Financial Statements

129

Our approach to the audit

Overview of our audit approach

Key audit

matters

Scoping

Materiality

Overall materiality:

Group: £741k, which represents 0.5% of the Group’s total revenue. Continuing Group: £522k,

which represents 0.7% of continuing revenues only.

Parent Company: £340k, which represents parent Company component materiality capped

at an amount less than Group materiality for Group audit purposes.

Key audit matters were identified as:

• Revenue recognition in components in the Engineering Division where revenue is

recognised over time (long term contracts) (same as previous period);

• Going concern (same as previous period);

• Carrying value of non-current assets (new for period)

Our auditor’s report for the period ended 2 September 2023 included 2 key audit matters

that have not been reported as key audit matters in our current year’s report. The carrying

value of goodwill has been removed, as the only cash generating units ("CGUs") within

continuing operations with goodwill are not considered to be a significant risk of impairment

due to the levels of headroom. Loss for the year from discontinued operations has been

removed as this relates to the disposal of the Agricultural Supplies Division in prior year.

The Group engagement team performed an audit of the parent Company financial

statements, full-scope audit procedures on the financial information of two components

and specified procedures on six components.

Component auditors performed full-scope audit procedures on the financial information of

three components and specified procedures on two components.

The Group engagement team performed analytical procedures on the financial information

of the remaining 13 components.

Key changes in the scope of the audit from the prior year is that NW Total Engineered

Solutions Ltd has dropped out of scope. Additionally, the audit team has brought in an

element of unpredictability within the current year and have brought in Animax Limited a

component into scope that has previously not been tested as part of the Group audit.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our 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)

that we identified. These matters included those that 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

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.

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130

In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit. This is not a

complete list of all risks identified by our audit.

Assets held for sale and

discontinued operations

Revenue recognition in components in

the Engineering Division where revenue is

recognised over time (Long term contracts)

Fraud in revenue

recognition

Pension surplus

Key audit matter

Significant risk

Management

override of controls

Carrying value of

non-current assets

Going concern

Low Extent of management judgement

Low

High

Potential

financial

statement

impact

High

Key Audit Matter – Group How our scope addressed the matter – Group

Revenue recognition in components in the

Engineering Division where revenue is recognised

over time (long term contracts)

We have identified revenue recognition as one

of the most significant assessed risks of material

misstatement due to fraud and error. This was in the

following components of the Engineering Division

– Carr’s Engineering Limited – Bendalls, NuVision

Engineering, Inc. and Wälischmiller Engineering

GmbH.

Such revenue totalled £39,249k in the period. We

note that the full amount of revenue recognised is

disclosed within the discontinued operations line of

the financial statements. We have pinpointed the

significant risk to contracts which exhibited certain

qualitative and quantitative risk criteria.

For a significant portion of contracts within the

Group’s Engineering Division, revenue is recognised

based on stage of completion measured in

reference to costs incurred as a proportion of

total costs (‘input method’). Measured stage of

completion is therefore based on either actual

costs incurred to date over estimated costs to

complete or on units delivered/produced against

performanceobligations.

The estimation process is inherently complex and

significant management judgement is required.

In responding to the key audit matter, we performed the following audit

procedures:

• Obtained an understanding of and evaluated the design and

implementation of relevant controls over the revenue cycle.

• Assessed the revenue recognition accounting policy for compliance with

accounting standards, including appropriateness and disclosure within the

financial statements.

• Obtained and inspected contract documents and challenged the

identification of performance obligations, contract clauses and assessed

whether the method of revenue recognition is in accordance with IFRS 15

'Revenue from contracts with customers'.

• Confirmed contract terms directly with customers for a sample ofcontracts.

• Recalculated the revenue recognition on a sample of contracts based on

either percentage completion in relation to estimated costs to complete

or through progress towards satisfaction of performance obligations and

compared to amounts recorded by the Group.

• Made inquiries of project managers to obtain an understanding of the

performance of the contract throughout the period and at period end.

• Obtained and assessed management's forecast estimated costs to

completion and challenged the Group's estimates in respect of costs to

complete via challenge of senior operational and financial management,

and with reference to our own expertise. We also performed corroborative

inquiries of the Group's in-house legal counsel.

• Sensitised the estimated costs to complete to determine how sensitive

management's forecasts are to changes in inputs by applying sensitivities for

inflation, general costs and labour cost increases, and a combination of these.

• Obtained post-period end updates from project managers to understand

subsequent performance of projects and assessed whether the updated

costs to complete forecasts indicate completeness of estimated costs to

complete at the period end.

• Assessed the Group's historical forecasting accuracy by comparing prior

estimated costs to complete to actual costs incurred and actual margin

achieved when the contracts were completed during the current period.

• Assessed the adequacy of disclosures of the key judgments and estimates

involved in long-term contract accounting.

INDEPENDENT AUDITOR’S REPORT CONTINUED

to the members of Carr’s Group plc

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Overview Strategic Report Corporate Governance Financial Statements

131

Key Audit Matter – Group How our scope addressed the matter – Group

Relevant disclosures in the Annual Report

• Financial statements: Principal accounting

policies, Revenue recognition: and Note 3,

Revenue.

• Audit and Risk Committee Report: Revenue

recognition in relation to Engineering as set out

on page 94.

Our results

Based on our audit work performed, we did not identify any material

misstatement in revenue recognition in components in the Engineering

Division where revenue is recognised over time (long-term contracts).

Going Concern

We identified Going Concern as one of the most

significant assessed risks of material misstatement

due to fraud and error as a result of the judgement

required to conclude whether there is a material

uncertainty related to going concern.

In our evaluation, we considered the inherent

risks associated with the Group’s business model

including the effects arising from macro-economic

uncertainties such as the unprecedented increases

in energy prices, interest rates and inflation.

The Group will be impacted going forward and

these unprecedented levels of uncertainty could

adversely impact the future trading performance

of the Group, leading to increased judgement in

respect of the forward-looking assessment.

In undertaking their assessment of going concern

for the Group, management considered the impact

of increasing energy costs, interest rates and

inflation in their forecast future performance of the

Group, compliance with covenants and anticipated

cash flows.

As a result, there is significant judgement applied

in developing forecasted revenue and profits for

theGroup.

In responding to the key audit matter, we performed the following

audit procedures:

• obtained an understanding of relevant controls relating to the assessment

of going concern model;

• assessed the reasonableness of the inputs and assumptions used in

themodel;

• obtained and assessed management’s paper and assessment of going

concern, including forecasts covering the period up to December 2025

for scenarios with and without the anticipated disposal of the Engineering

Division and tested the mathematical accuracy of the forecasts, as

approved by the Board;

• tested the accuracy of management’s forecasting through a comparison of

budget to actual data;

• assessed the forecasts prepared to ensure consistency with other areas

of the audit such as forecasts used in management’s impairment review

ofgoodwill and non-current assets;

• used industry data and other external information such as forecasted interest

rates to challenge the reasonableness of management’s assumptions

regarding future costs and revenue, built into the forecast cashflow;

• corroborated the existence of the Group’s loan facilities and relevant

covenant requirements to loan agreements for the period covered by

management’s forecasts;

• assessed scenario sensitivities and reverse stress tests performed by

management, and determined if they are plausible;

• tested the adequacy of the supporting evidence for cash flow forecasts,

through review of facility agreements and considered the headroom

available to the Group;

• assessed the appropriateness of assumptions regarding mitigating actions

to reduce costs or manage cashflows in downside scenarios; and

• assessed the adequacy of related disclosures within the Annual Report.

Relevant disclosures in the Annual Report

• Financial statements: Principal accounting

policies, Going Concern.

• Audit and Risk Committee Report: Going concern

and viability statement as set out on page 94 and

the viability statement on page 32.

Our results

We have nothing to report in addition to that stated in the ‘Conclusions

relating to going concern’ section of our report.

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132

Key Audit Matter – Group How our scope addressed the matter – Group

Carrying value of non-current assets

We identified the carrying value of non-current

assets as one of the most significant assessed risks

of material misstatement due to error.

We pinpointed the significant risk to the carrying

valuation of the following CGU's:

– Animax Ltd

– Chirton Engineering business – division of

‘Carr’s Engineering Limited’

Under International Accounting Standard (IAS) 36

‘Impairment of Assets’, management are required

to assess for indicators of impairment at the period

end, and where such indicators are noted perform

an assessment to estimate the recoverable value of

the asset.

The process for assessing whether impairment of

non-current assets exists under IAS 36 is complex.

Management prepared an impairment model to

assess the value in use. Calculating value in use,

through forecasting cash flows relating to each

CGU, and the determination of appropriate discount

rates and other assumptions to be applied can be

highly judgemental and subject to management

bias or error. The selection of certain inputs into the

cash flow forecasts can also significantly impact the

results of the impairmentassessment.

In responding to the key audit matter, we performed the following

audit procedures:

• obtained an understanding of and evaluated the design and

implementation of relevant controls relating to the impairment model;

• obtained management’s Board approved assessment over carrying value

and value in use, understood and challenged sensitivities performed;

• assessed the mathematical accuracy of the impairment model and

methodology applied by management for consistency with the

requirements of IAS 36, including the associated sensitivities performed;

• tested the accuracy of management’s forecasting through a comparison of

current period budget to actual data;

• assessed the appropriateness of management’s assumptions and

sensitivities relating to the calculations of the value in use and estimated

future cash flows, including growth rates and discount rates used to

assess the level of headroom;

• used our internal valuation experts to inform our challenge of

management, that the assumptions used within the calculation of

weighted average cost of capital are reasonable and the terminal growth

rate; and assessed the accuracy and sufficiency of financial statements

disclosures with respect to the carrying value of Group fixed assets.

• challenging management on the accuracy of a historic valuation used

to support the fair value of the Animax Limited land and buildings,

leading them to provide additional evidence which our internal valuation

specialists were able to form a high level review on and agree with

management.

Relevant disclosures in the Annual Report

• Financial statements: Notes 9, 12, 13 and 14

Our results

Our audit work and challenge of management resulted in a revision to:

a) the valuation applied to the land and buildings held in the Animax

Limited CGU

b) the valuation method used for Chirton Engineering business – a division

of Carr’s Engineering Limited.

Total impairment charges were recognised to non-current assets

amounting to:

• Animax Limited £2.2m

• Chirton Engineering business £3.2m

Based on our audit work, we are satisfied that the assumptions used in

management’s revised impairment model were appropriate. We consider

the disclosures with respect to the carrying value of the Group’s non-current

assets to be in accordance with IAS 36.

INDEPENDENT AUDITOR’S REPORT CONTINUED

to the members of Carr’s Group plc

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Overview Strategic Report Corporate Governance Financial Statements

133

Our application of materiality

We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified

misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the

auditor’s report.

Materiality was determined as follows:

Materiality measure Group Parent Company

Materiality for

financial statements

as a whole

We define materiality as the magnitude of misstatement in the financial statements that, individually or in

the aggregate, could reasonably be expected to influence the economic decisions of the users of these

financial statements. We use materiality in determining the nature, timing and extent of our audit work.

Materiality threshold £741k (2023: £739k), which represents 0.5% of total

revenues (continuing and discontinued). The range of

component materialities used across the Group was

£333k to £407k.

£340k (2023: £443k): which represents 65% of

continuing Group materiality using the relative

total asset share. Parent Company component

materiality has been capped at an amount less

than Group materiality for Group audit purposes.

Significant

judgements made by

auditor in determining

materiality

In determining materiality, we made the following

significant judgements:

Revenue is determined to be the most appropriate

benchmark due its importance in both external

financial reporting and internal management reporting.

The Group engagement team compared

the determined amount against the range of

materialities that would have been calculated had

different benchmarks (adjusted operating profit

and adjusted PBT) been used, recognising that a

number of measures are relevant to the users of the

financialstatements.

Materiality for the current year has been calculated

on a continuing and discontinuing Group basis. For

the continuing Group, 0.7% of continuing Group

revenue has been used.

Materiality for the current year is higher than the

level that we determined for the year ended 2

September 2023 to reflect an increase in £7m of total

Grouprevenue.

In determining materiality, we made the following

significant judgement:

Net assets is considered the most appropriate

benchmark for the parent Company because the

principal activity is that of a holding company that

does not trade.

Materiality for the current year is lower than the

level that we determined for the period ended 2

September 2023 due to reduction in total assets.

Performance

materiality used to

drive the extent of

our testing

We set performance materiality at an amount less than materiality for the financial statements as a whole

to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds materiality for the financial statements as a whole.

Performance

materiality threshold

£518k (2023: £480k), which is 70% (2023: 65%) of

financial statement materiality.

The range of component performance materialities

used across the Group was £233k to £285k.

£238k (2023: £288k), which is 70% (2023: 65%)

of financial statement materiality. Parent

Company component performance materiality

has been capped at an amount less than Group

performance materiality for Group audit purposes.

Carr's Group plc | Annual Report and Accounts 2024

134

Materiality measure Group Parent Company

Significant

judgements made by

auditor in determining

performance

materiality

In determining performance materiality, we made the

following significant judgements:

• Our understanding of the entity, updated during the

performance of risk assessment procedures; and

• Management have strong monitoring procedures,

engaging internal audit to perform a full scale

review of the internal control environment

• Our experience with auditing the financial

statements of the Group in previous years (for

example, the level of uncorrected misstatements in

the prior year).

• This meant that we increased the measurement %

to demonstrate improvements made to the control

environment

In determining component performance materiality,

we made the following significant judgements:

• Extent of disaggregation of financial information

across components, including the relative risk and

size of a component to the Group

• Component performance materiality increased in

line with the above

For each component in scope for our Group audit, we

allocated a performance materiality that is less than

our overall Group performance materiality.

In determining performance materiality, we made

the following significant judgements:

• Our understanding of the entity, updated

during the performance of risk assessment

procedures; and

• Management have strong monitoring

procedures, engaging internal audit to perform

a full scale review of the internal control

environment

• Our experience with auditing the financial

statements of the Group in previous years

(for example, the level of uncorrected

misstatements in the prior year).

• This meant that we increased the measurement

% to demonstrate improvements made to the

control environment

Specific materiality We determine specific materiality for one or more particular classes of transactions, account balances or

disclosures for which misstatements of lesser amounts than materiality for the financial statements as a

whole could reasonably be expected to influence the economic decisions of users taken on the basis of

the financial statements.

Specific materiality We determined a lower level of specific materiality for

the following areas:

• Related party transactions; and

• Directors' remuneration.

We determined a lower level of specific

materiality for the following areas:

• Related party transactions; and

• Directors' remuneration.

Communication of

misstatements to

the Audit and Risk

Committee

We determine a threshold for reporting unadjusted differences to the Audit and Risk Committee.

Threshold for

communication

£37k (2023: £37k), which represents 5% of financial

statement materiality, and misstatements below

that threshold that, in our view, warrant reporting on

qualitative grounds.

£17k (2023: £22k), which represents 5% of financial

statement materiality, and misstatements below

that threshold that, in our view, warrant reporting

on qualitative grounds.

INDEPENDENT AUDITOR’S REPORT CONTINUED

to the members of Carr’s Group plc

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Overview Strategic Report Corporate Governance Financial Statements

135

The graph below illustrates how performance materiality and the range of component performance materiality interacts with our

overall materiality and the threshold for communication to the Audit and Risk Committee.

Overall materiality – Group Overall materiality – Parent Company

Total

group revenue

£1,471k

FSM

£741k,

0.5%

FSM

£340k,

65%

Component

materiality cap,

£741k

FSM: Financial statement materiality, PM: Performance materiality, RoM: Range of materiality at 6 components, TfC: Threshold for communication to the

Audit and Risk Committee

An overview of the scope of our audit

We performed a risk-based audit that requires an understanding of the Group’s and the parent Company’s business and in

particular matters related to:

Understanding the Group, its components, their environments, and its system of internal control including common controls

• the engagement team obtained an understanding of the Group and its components, its environment, and its system of internal

control, including the nature and extent of common controls and assessed the risks of material misstatement at the Group level;

and

• the engagement team obtained an understanding of the Group’s organisation structure and considered its impact on the scope

of the audit, including assessing the level of centralisation of Group control function and;

• the engagement team performed walkthroughs of key areas of focus, including significant risks and other significant classes of

transactions, in order to confirm their understanding of the control environment across the Group.

Identifying components at which to perform audit procedures

• the Group’s components vary in size and nature of operations. The Group engagement team identified certain components

as significant based on a variety of both qualitative and quantitative factors. The quantitative factors used in determining

significance were a combination of the Group's continuing revenues, profit from discontinued operations and Group profit before

taxation. The qualitative factors used in determining significance were whether any components were likely to include significant

risks of material misstatement due to their specific nature or circumstances;

• the Group engagement team then considered coverage achieved over each financial statement line item, bringing additional

components into scope for specified audit procedures to ensure sufficient appropriate audit evidence obtained for significant

classes of transactions, account balances and disclosures;

• the Group engagement team further considered any components not currently in scope to be brought in to introduce

unpredictability to the Group audit.

FSM 741k,

0.5%

£518k

RoM £333k

to £407k

TfC £37k

FSM £340k,

65%

PM £238k TfC £17k

Carr's Group plc | Annual Report and Accounts 2024

136

Type of work to be performed on financial information of parent and other components (including how it

addressed the key audit matters)

For those components which were scoped as significant, full-scope audit procedures were performed based on

componentmateriality.

Significant components identified were Carrs Agriculture Ltd, Animal Feed Supplements, Inc., Wälischmiller Engineering GmbH,

NuVision Engineering, Inc., Bendalls Engineering – a division of Carr’s Engineering Limited and the parent Company. Significant

components Wälischmiller Engineering GmbH, NuVision Engineering, Inc. and Bendalls Engineering were audited by component

auditors based on instructions issued by the Group engagement team. The parent Company, Carrs Agriculture Ltd and Animal

Feed Supplements, Inc. were audited by the Group engagement team.

Furthermore, there were eight components which were not deemed to be significant, on which specified procedures were

performed either by the Group engagement team (for six such components) or by component auditors (for two suchcomponents).

For the remaining 13 components, analytical procedures were performed by the Group engagement team at Group level

commensurate with their significance to the Group’s results and financial position.

Where components within the Engineering Division were not scoped as significant, we performed target procedures particularly

over revenue from contracts to address the key audit matter “Revenue recognition in components in the Engineering Division

where revenue is recognised over time (Long term contracts)” included above.

Key changes in the scope of the audit from the prior year is NW Total Engineered Solutions Ltd being removed from scope due

being financially insignificant. There was then one component Animax Limited where unpredictability procedures were performed

as this component had never been tested.

Performance of our audit

In order to gain sufficient appropriate audit evidence to address the risks described above, an audit of financial information was

carried out at each individually significant reporting component: audits for Group reporting purposes were carried out at six

significant components located in the following countries: United Kingdom (three components), USA (two components) and

Germany (one component). In addition, specified audit procedures for Group reporting purposes were performed at a further

eight components.

Further audit procedures performed on components subject to specific scope and specified procedures may not have included

testing of all significant account balances of such components, but further audit procedures were performed on specific accounts

within that component that we, the Group auditor, considered had the potential for the greatest impact on the Group financial

statements either due to risk, size or coverage.

The components within the scope of further audit procedures accounted for the following percentages of the Group’s results,

including the key audit matters identified:

Audit approach No. of components % coverage revenue

% coverage PBT (on

absolute basis)

Full-scope audit 6 68% 66%

Specific scope audit 8 7% 22%

Full-scope and specific scope procedures coverage 14 (2023: 10) 75% (2023: 85%) 88% (2023: 92%)

Analytical procedures 13 (2023: 17) 25% (2023: 15%) 12% (2023: 8%)

Total 27 100 100

Communications with component auditors

• Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit

work at those components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis

for our opinion on the Group financial statements as a whole. This involved issuing instructions to component auditors and having

regular communication throughout the audit.

• During the planning stages of the Group audit the Group engagement team sent detailed instructions to the component auditors

that detailed the scope of the work, component materiality and planned audit approach on significant risk areas. The Group

engagement team also held planning meetings with component auditors to discuss these instructions and provide direction to

the component auditor.

• During the fieldwork stage, the Group engagement team was in communication with the component auditors and performed

detailed reviews of a selection of working papers that cover the significant risks at Group level as well as working papers to

ensure that the Group engagement team have sufficient appropriate audit evidence to support the Group opinion.

• During the completion stage, the Group engagement team was in communication with the component auditors to enquire of any

subsequent events.

INDEPENDENT AUDITOR’S REPORT CONTINUED

to the members of Carr’s Group plc

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Overview Strategic Report Corporate Governance Financial Statements

137

Changes in approach from previous period

• NW Total Engineered Ltd, the subsidiary in Barrow, UK has been removed from further audit procedures owing to the business

no longer individually including a risk of material misstatement to the Group.

• Unpredictability procedures have been performed at Animax Limited.

Other information

The other information comprises the information included in the Annual Report, other than the financial statements and our

auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on

the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we

do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify

such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material

misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a

material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Our opinions on other matters prescribed by the Companies Act 2006 are unmodified

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the

Companies Act 2006.

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

• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements;

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the Group and the parent Company and their environment obtained in the

course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to

you if, in our opinion:

• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been

received from branches not visited by us; or

• the parent Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement

with the accounting records and returns; or

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

• we have not received all the information and explanations we require for our audit; or

• a corporate governance statement has not been prepared by the parent Company.

Corporate governance statement

We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified for

our review by the Listing Rules.

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 or our knowledge obtained during the audit:

• the Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on page 32;

• the Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why the period

is appropriate set out on page 32;

• the Director’s statement on whether they have a reasonable expectation that the Group will be able to continue in operation and

meet its liabilities set out on page 32;

• the Directors’ statement on fair, balanced and understandable set out on page 125;

• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 28;

Carr's Group plc | Annual Report and Accounts 2024

138

• the section of the Annual Report that describes the review of the effectiveness of risk management and internal control systems

set out on pages 76 and 77; and

• the section describing the work of the Audit and Risk Committee set out on page 93.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 125, the Directors are responsible for the

preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as

the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis

of accounting unless the Directors either intend to liquidate the Group or the parent Company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are

capable of detecting irregularities, including fraud, is detailed below:

• We obtained an understanding of the legal and regulatory frameworks applicable to the parent Company and the Group and

the industry in which they operate. We determined that the most significant laws and regulations are: UK-adopted international

accounting standards, UK Corporate Governance Code and tax legislation in the jurisdictions in which the Group operates,

including the application of local and overseas sales taxes;

• We enquired of management, finance team, legal counsel and the Board of Directors about the Group and parent Company’s

policies and procedures relating to:

– the identification, evaluation and compliance with laws and regulations;

– the detection and response to the risks of fraud; and

– the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations.

• We inquired of management, finance team, legal counsel and the Board whether they were aware of any instances of

non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud. We

corroborated our inquiries through our review of Board minutes and papers provided to the Audit and Risk Committee;

• We assessed the susceptibility of the parent Company’s and Group’s financial statements to material misstatement, including

how fraud might occur. Audit procedures performed by the Group engagement team included:

– assessing the design and implementation of controls management has in place to prevent and detect fraud;

– obtaining an understanding of how those charged with governance considered and addressed the potential for override of

controls or other inappropriate influence over the financial reporting process;

– challenging assumptions and judgments made by management in significant accounting estimates;

– identifying and testing journal entries, in particular any journals with unusual characteristics, and increasing our testing in areas

of higher risk as identified during our audit;

– engaging with our internal tax specialists to address the risk of non-compliance with taxation legislation;

– designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; performing

additional procedures over information provided by the entity during the course of our audit; and

– assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial

statement item.

• These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or

error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from

error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as

fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-

compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we

would become aware of it;

INDEPENDENT AUDITOR’S REPORT CONTINUED

to the members of Carr’s Group plc

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Overview Strategic Report Corporate Governance Financial Statements

139

• The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the Group

engagement team included consideration of the Group engagement team’s knowledge of the industry in which the Group

operates, and the understanding of, and practical experience with, audit engagements of a similar nature and complexity

through appropriate training and participation;

• We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal

specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit;

• In assessing the potential risks of material misstatement, we obtained an understanding of:

• the parent Company’s and Group’s operations, including the nature of its revenue sources, products and services and of

its objectives and strategies to understand the classes of transactions, account balances, expected financial statement

disclosures and business risks that may result in risks of material misstatement;

• the applicable statutory provisions;

• the rules and interpretative guidance issued by the Financial Conduct Authority;

• the parent Company’s and Group’s control environment, including the policies and procedures implemented to comply with

the requirements of its regulator, including the adequacy of the training to inform staff of the relevant legislation, rules and

other regulations of the regulator, the adequacy of procedures for authorization of transactions, internal review procedures

over the entity's compliance with regulatory requirements, the authority of, and resources available to the compliance officer

and procedures to ensure that possible breaches of requirements are appropriately investigated and reported; and

• For components at which audit procedures were performed, we requested component auditors to report to us instances of non-

compliance with laws and regulations that gave rise to risk of material misstatement of the Group financial statements. No such

matters were identified by the component auditors.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

We were appointed by the Audit Committee on 20 February 2024 to audit the financial statements for the period ending

31 August 2024. Our total uninterrupted period of engagement is 3 years, covering the periods ended 3 September 2022 to

31 August 2024.

The firm has identified that recurring accounts preparation services were provided by a Grant Thornton member firm in Ireland to

Carr’s Supplements (ROI) Limited, a non-significant component entity of Carr’s Group plc, from January 2022. These services are

prohibited for a controlled undertaking of a public interest entity under paragraph 5.40 of the FRC Ethical Standard (2019). This

is therefore a breach relating to the service provided during the 2022 and 2023 audit periods. The audit engagement lead has

subsequently considered the impact on his independence and concluded that these services do not impair the independence of

the Firm or covered persons. The non-significant component entity Carr’s Supplements (ROI) Limited is not material to Carr’s Group

plc and the Grant Thornton UK audit team do not rely on the work undertaken by the member firm. The member firm stopped

providing these services when they were identified in August 2024.

Our audit opinion is consistent with the additional report to the Audit and Risk Committee.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to

state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for

the opinions we have formed.

Michael Frankish

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Manchester

11 December 2024

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140

CONSOLIDATED INCOME STATEMENT

For the year ended 31 August 2024

			2023
		2024	(restated) 2,3
	Notes	£’000	£’000
Continuing operations
Revenue	2,3	75,701	81,815
Cost of sales		(61 ,4 34)	(6 7, 5 4 1 )
Gross profit		14, 267	1 4 , 2 74
Distribution costs		(4, 408)	(4 , 74 6)
Administrative expenses		(1 8,02 8)	(11,840)
Share of post-tax results of joint ventures		1 , 3 74	1,4 41
Adjusted 1 operating profit	2	2, 168	2,8 45
Adjusting items	5	(8,9 63)	(3,7 16)
Operating loss	2,4	(6,79 5)	(87 1)
Finance income	7	1 ,01 3	814
Finance costs	7	(6 81)	(7 15)
Adjusted 1 profit before taxation	2	2 ,500	2,9 4 4
Adjusting items	5	(8,9 63)	(3,7 16)
Loss before taxation	2	(6, 463)	(7 72)
Taxation	8	1 , 974	(72)
Adjusted 1 profit for the year from continuing operations		2,4 61	2, 424
Adjusting items	5	(6,950)	(3,26 8)
Loss for the year from continuing operations		(4, 489)	(8 44)
Discontinued operations
(Loss)/profit for the year from discontinued operations (including held for sale)	9	(1, 231)	83
Loss for the year		(5, 720)	(76 1)
Loss attributable to:
Equity shareholders		(5, 720)	(2 26)
Non-controlling interests 4		–	(535)
		(5, 720)	(76 1)
(Loss)/earnings per ordinary share (pence)
Basic
Loss from continuing operations	11	(4 .8)	(1 .0)
(Loss)/profit from discontinued operations	11	(1. 3)	0.7
	11	(6 .1)	(0. 3)
Diluted
Loss from continuing operations	11	(4 .8)	(1 .0)
(Loss)/profit from discontinued operations	11	(1. 3)	0.7
	11	(6 .1)	(0. 3)

1. Adjusted results are consistent with how business performance is measured internally and is presented to aid comparability of performance. Adjusting

items are disclosed in note 5. An alternative performance measures glossary can be found on pages 211 to 212.

2. Restated to provide comparable information for continuing and discontinued operations following the classification of the Engineering businesses

and Afgritech LLC as disposal groups in the current year. Further details of results from discontinued operations and net assets relating to the disposal

groups can be found in note 9.

3. See note 37 for an explanation of the prior year restatements.

4. Non-controlling interests relate to businesses included in the Carr's Billington Agricultural business disposal group.

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141

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 August 2024

			2023
		2024	(restated) 2
		£’000	£’000
Loss for the year		(5 ,72 0)	(76 1)
Other comprehensive (expense)/income
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation losses arising on translation of overseas subsidiaries		(1 ,492)	(3, 141)
Items that will not be reclassified subsequently to profit or loss:
Actuarial losses on retirement benefit asset:
– Group	28	(41 2)	(2,0 58)
– Share of associate (included within disposal group)		–	(717)
Taxation credit on actuarial losses on retirement benefit asset:
– Group	20	103	515
– Share of associate (included within disposal group)		–	179
Other comprehensive expense for the year, net of tax		(1 ,801)	(5,222)
Total comprehensive expense for the year		(7, 5 2 1)	(5 ,983)
Total comprehensive expense attributable to:
Equity shareholders		(7, 5 2 1)	(5,4 48)
Non-controlling interests 1		–	(535)
		(7, 5 2 1)	(5 ,983)
Total comprehensive expense attributable to:
Continuing operations		(5, 430)	(3,8 14)
Discontinued operations		(2,0 91)	(2,169)
		(7, 5 2 1)	(5 ,983)

1. Non-controlling interests relate to businesses included in the Carr's Billington Agricultural business disposal group.

2. Restated to provide comparable information for continuing and discontinued operations following the classification of the Engineering businesses

and Afgritech LLC as disposal groups in the current year. Further details of results from discontinued operations and net assets relating to the disposal

groups can be found in note 9.

Carr's Group plc | Annual Report and Accounts 2024

142

CONSOLIDATED AND COMPANY BALANCE SHEETS

As at 31 August 2024

(Company Number 00098221)

			Group		Company
			2023	2022		2023
		2024	(restated) 1	(restated) 1	2024	(restated) 2
	Notes	£’000	£’000	£’000	£’000	£’000
Assets
Non-current assets
Goodwill	12	2 ,06 8	1 9,1 61	2 3,60 9	–	–
Other intangible assets	12	32	3,3 18	4,63 5	–	–
Property, plant and equipment	13	9,9 00	2 9,95 0	33,2 04	62	86
Right-of-use assets	14	656	7, 3 2 3	8, 223	164	281
Investment property	15	316	2 ,64 0	74	–	–
Investment in subsidiary undertakings	16,19	–	–	–	20,515	34,757
Interest in joint ventures	16,18	6, 288	6,10 1	6, 065	172	172
Other investments	16	26	27	32	–	–
Contract assets	20	–	–	316
Financial assets
– Non-current receivables	23	–	21	23	32,389	32,797
Retirement benefit asset	28	1 ,807	5,3 16	6,828	1,807	5,316
Deferred tax asset	20	208	26	213	721	–
		21 ,301	73,883	83,222	55,830	73,409
Current assets
Inventories	21	1 2,0 62	2 6,613	26 ,990	–	–
Contract assets	22	–	7, 9 1 5	7, 5 6 4	–	–
Trade and other receivables	23	10, 35 2	26,8 94	21,556	5,479	9,605
Current tax assets		712	3,89 5	3,86 6	130	2,063
Financial assets
– Cash and cash equivalents	24	13,71 4	23,123	2 2,515	7,607	13,443
Assets included in disposal groups and other assets classified as held for sale	9	85,663	–	14 4,3 89	12,908	–
		1 22, 503	88,4 40	22 6,880	26,124	25,111
Total assets		143,804	162,3 23	310,102	81,954	98,520

1. See note 37 for an explanation of the prior year restatements.

2. Restated to reclassify the group taxation relief asset of £639,000 from current tax assets to trade and other receivables where it has been included

within amounts owed by Group undertakings.

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143

CONSOLIDATED AND COMPANY BALANCE SHEETS CONTINUED

As at 31 August 2024

(Company Number 00098221)

			Group		Company
			2023	2022
		2024	(restated) 1	(restated) 1	2024	2023
	Notes	£’000	£’000	£’000	£’000	£’000
Liabilities
Current liabilities
Financial liabilities
– Borrowings	26	(2, 764)	(13 ,714)	(1 2,7 34)	(1,580)	(2,125)
– Leases	14	(267)	(1 ,2 64)	(1,41 6)	(49)	(126)
– Derivative financial instruments	27	–	(4)	(62)	–	–
Contract liabilities	22	–	(5,1 94)	(2,42 6)	–	–
Trade and other payables	25	(1 0,707)	(1 8,858)	(23 ,5 41)	(3,381)	(3,392)
Current tax liabilities		–	(131)	(711)	–	–
Liabilities included in disposal groups classified as held for sale	9	(3 1 , 74 8)	–	(10 1,566)	–	–
		(45 ,48 6)	(39,1 65)	(142,4 56)	(5,010)	(5,643)
Non-current liabilities
Financial liabilities
– Borrowings	26	(2,9 13)	(5, 206)	(23,8 05)	(2,913)	(4,697)
– Leases	14	(4 48)	(5,5 59)	(6,128)	(118)	(167)
Deferred tax liabilities	20	(2 3)	(4,4 47)	(5,04 8)	–	(855)
Other non-current liabilities	25	–	(71)	(3 36)	–	–
		(3, 38 4)	(15, 283)	(35,31 7)	(3,031)	(5,719)
Total liabilities		(4 8,8 70)	(5 4,448)	(177 ,773)	(8,041)	(11,362)
Net assets		94 ,934	107,875	132,329	73,913	87,158
Shareholders’ equity
Share capital	29	2,361	2,35 4	2,3 50	2,361	2,354
Share premium		10, 94 5	10, 66 4	1 0,5 00	10,945	10,664
Other reserves		2,115	3,5 81	6,9 88	324	264
Retained earnings:
At the beginning of the year		91,276	9 8,29 5	102, 29 5	73,876	51,296
(Loss)/profit attributable to equity shareholders		(5, 720)	(226)	2,7 10	( 7, 354)	28,972
Other changes in retained earnings		(6,0 43)	(6,793)	(6,7 10)	(6,239)	(6,392)
		79, 513	91 , 276	98, 295	60,283	73,876
Total shareholders' equity		94 ,934	107,875	11 8,133	73,913	87,158
Non-controlling interests		–	–	14,19 6	–	–
Total equity		94 ,934	1 0 7, 8 7 5	132,329	73,913	87,1 5 8

1. See note 37 for an explanation of the prior year restatements.

The financial statements set out on pages 140 to 208 were approved by the Board on 11 December 2024 and signed on its behalf by:

Tim Jones David White

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 August 2024

			Treasury	Equity	Foreign			Total	Non-
	Share	Share	Share	Compensation	Exchange	Other	Retained	Shareholders’	controlling	Total
	Capital	Premium	Reserve	Reserve	Reserve	Reserve	Earnings	Equity	Interests	Equity
	£’000	£’000	£'000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
At 4 September 2022	2,35 0	10, 50 0	–	528	6, 268	192	98,2 95	1 18,13 3	14 ,196	132,329
Loss for the year	–	–	–	–	–	–	(226)	(226)	(535)	(761)
Other comprehensive
expense	–	–	–	–	(3, 141)	–	(2 ,08 1)	(5 ,222)	–	(5 ,222)
Total comprehensive
expense	–	–	–	–	(3, 141)	–	(2 ,3 07)	(5,4 48)	(535)	(5,9 83)
Dividends paid	–	–	–	–	–	–	(4,889)	(4,8 89)	–	(4,8 89)
Equity-settled share- based payment
transactions	–	–	–	(8 5)	–	–	–	(8 5)	(7)	(92)
Excess deferred taxation
on share-based
payments	–	–	–	–	–	–	(4)	(4)	–	(4)
Allotment of shares	4	16 4	–	–	–	–	–	16 8	–	168
Sale of disposal group	–	–	–	–	–	–	–	–	(13,654)	(13,654)
Transfer	–	–	–	(179)	–	(2)	181	–	–	–
At 2 September 2023	2,35 4	10,6 6 4	–	26 4	3,1 27	190	9 1, 276	107,875	–	107,875
At 3 September 2023	2,35 4	1 0,66 4	–	26 4	3,1 27	190	91,276	107,875	–	107,875
Loss for the year	–	–	–	–	–	–	(5 ,72 0)	(5,7 20)	–	(5,7 20)
Other comprehensive
expense	–	–	–	–	(1, 492)	–	(309)	(1 ,801)	–	(1 ,801)
Total comprehensive
expense	–	–	–	–	(1, 492)	–	(6,029)	( 7, 5 2 1 )	–	( 7, 5 2 1 )
Dividends paid	–	–	–	–	–	–	(6 ,00 6)	(6 ,006)	–	(6,0 06)
Equity-settled share- based payment
transactions	–	–	–	358	–	–	–	358	–	358
Excess deferred taxation
on share-based
payments	–	–	–	–	–	–	14	14	–	14
Allotment of shares	7	281	–	–	–	–	–	288	–	28 8
Purchase of own shares
held in trust	–	–	(74)	–	–	–	–	(74)	–	(74)
Transfer	–	–	74	(29 8)	–	(3 4)	258	–	–	–
At 31 August 2024	2 ,361	10,9 45	–	324	1 ,635	156	79,5 13	9 4,93 4	–	9 4,93 4

The equity compensation reserve reflects the cumulative accounting impact, at the balance sheet date, of the fair value of the

share schemes over the vesting periods. The movement on the equity compensation reserve is taken through the consolidated

income statement. During the year £298,000 (2023: £1 79,000) was transferred from the equity compensation reserve to retained

earnings in respect of options vested in the year.

The Group has opted to use previous revaluations of property made under UK GAAP as deemed cost. On adoption of IFRS the

revaluation reserve was reclassified to other reserves.

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COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 August 2024

Capital

£’000

Premium

£’000

Treasury

Reserve

£'000

Equity

Compensation

Reserve

£’000

Retained

Earnings

£’000

Total

Equity

£’000

At 4 September 2022 2,350 10,500 – 608 51,296 64,754

Profit for the year – – – – 28,972 28,972

Other comprehensive expense – – – – (1,543) (1,543)

Total comprehensive income – – – – 27,42 9 2 7,42 9

Dividends paid – – – – (4,889) (4,889)

Equity-settled share-based payment transactions – – – (300) – (300)

Excess deferred taxation on share-based

payments – – – – (4) (4)

Allotment of shares 4 164 – – – 168

Transfer – – – (44) 44 –

At 2 September 2023 2,354 10,664 – 264 73,876 87,1 5 8

At 3 September 2023 2,354 10,664 – 264 73,876 87,1 58

Loss for the year – – – – ( 7, 35 4) ( 7, 3 5 4)

Other comprehensive expense – – – – (309) (309)

Total comprehensive expense – – – – ( 7,6 63) (7,66 3)

Dividends paid – – – – (6,006) (6,006)

Equity-settled share-based payment transactions – – – 198 – 198

Excess deferred taxation on share-based

payments – – – – 12 12

Allotment of shares 7 281 – – – 288

Purchase of own shares held in trust – – (74) – – (74)

Transfer – – 74 (138) 64 –

At 31 August 2024 2,361 10,945 – 324 60,283 73,913

The equity compensation reserve reflects the cumulative accounting impact, at the balance sheet date, of the fair value of

the share schemes over the vesting periods. The movement on the equity compensation reserve is taken through the income

statement where it relates to employees of the Company and to investment in subsidiaries where it relates to employees of the

subsidiaries. During the year £138,000 (2023: £44,000) was transferred from the equity compensation reserve to retained earnings

and £160,000 (2023: £207,000) was transferred from the equity compensation reserve to investment in subsidiaries in respect of

options vested in the year.

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CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS

For the year ended 31 August 2024

		Group		Company
			2023		2023
		2024	(restated) 1,2	2024	(restated) 2
	Notes	£’000	£’000	£’000	£’000
Cash flows from operating activities
Cash generated from/(used in) continuing operations	31	2,6 57	(2,152)	(6,013)	( 7,7 3 2)
Interest received		734	5 02	2,177	1,991
Interest paid		(681)	(715)	(434)	(474)
Tax received/(paid)		1 ,539	(5 07)	2,696	522
Net cash generated from/(used in) operating activities in continuing operations		4, 249	(2,87 2)	(1,574)	(5,693)
Net cash generated from operating activities in discontinued
operations		3, 194	1 ,08 9	–	–
Net cash generated from/(used in) operating activities		7, 4 4 3	(1,783)	(1,574)	(5,693)
Cash flows from investing activities
Sale of disposal group (net of cash disposed)		4,000	2 6,483	4,000	25,910
Dividends received from subsidiaries		–	–	–	3,957
New loans to subsidiaries		–	–	(1,271)	(3,675)
Repayment of loans to subsidiaries		–	–	425	2,176
Dividends received from joint ventures		916	1,39 0	802	481
Purchase of intangible assets		(9)	(2)	–	–
Proceeds from sale of property, plant and equipment		17	13	–	–
Purchase of property, plant and equipment		(1 ,1 88)	(2,0 4 8)	(8)	(28)
Proceeds from sale of investment property		182	–	–	–
Net cash generated from investing activities in continuing operations		3,918	25,836	3,948	28,821
Net cash used in investing activities in discontinued operations		(3,526)	(1 ,789)	–	–
Net cash generated from investing activities		392	24,0 47	3,948	28,821
Cash flows from financing activities
Proceeds from issue of ordinary share capital	29	288	167	288	167
Purchase of own shares held in trust		(74)	–	(74)	–
New financing and drawdowns on RCF		–	5 , 5 74	–	4,741
Repayment of RCF drawdowns		(1 ,816)	(2 1 , 74 1)	(1,816)	(21,741)
Lease principal repayments		(322)	(367)	(61)	(123)
Repayment of borrowings		(863)	(2,4 00)	–	(2,400)
Receipt of loans from subsidiaries		–	–	–	2,500
Repayment of loans from subsidiaries		–	–	(518)	(600)
Dividends paid to shareholders	10	(6,0 06)	(4,889)	(6,006)	(4,889)
Net cash used in financing activities in continuing operations		(8,7 93)	(2 3,65 6)	(8,187)	(22,345)
Net cash used in financing activities in discontinued operations		(1,6 77)	(1 2,6 40)	–	–
Net cash used in financing activities		(10,470)	(36, 29 6)	(8,187)	(22,345)
Net (decrease)/increase in cash and cash equivalents		(2,6 35)	(14 ,032)	(5,813)	783
Cash and cash equivalents at beginning of the year		10,769	24 ,8 5 5	13,443	12,726
Exchange differences on cash and cash equivalents		(204)	(5 4)	(23)	(66)
Cash and cash equivalents at end of the year	24	7, 9 3 0	10,7 69	7,6 07	13,443

1. Restated to provide comparable information for continuing and discontinued operations following the classification of the Engineering businesses and

Afgritech LLC as disposal groups in the current year. Further details of results from discontinued operations and net assets relating to the disposal groups

can be found in note 9.

2. Restated to reclassify disposal group costs to sell of £(86 4,0 00) from cash flows from investing activities to cash flows from operating activities.

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PRINCIPAL ACCOUNTING POLICIES

Basis of accounting

The consolidated and Company financial statements are prepared on a going concern basis in accordance with UK-adopted

International Accounting Standards and with the requirements of the Companies Act 2006 applicable to companies reporting

under those standards .

The Company is a public limited company incorporated and domiciled in England and Wales whose shares are listed and traded

on the London Stock Exchange. The address of its registered office is Warwick Mill Business Centre, Warwick Bridge, Carlisle,

Cumbria CA4 8RR.

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates

and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting year. Although these estimates are based on management’s best

knowledge of the amount, event or actions, actual results ultimately may differ materially from the estimates.

The Group has recognised prior year restatements with no impact to profit or equity. Further details of these restatements can be

found in note 37.

The consolidated and Company financial statements are prepared under the historic cost convention as modified by the revaluation

of certain financial assets and financial liabilities (including derivative financial instruments) at fair value through profit or loss.

Accounting policies have been applied consistently, other than where new policies have been adopted. The accounting policies for

the Group and Company are detailed below.

Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the

following reasons.

The Directors have reviewed the Group’s operational forecasts and projections for the three years to 31 August 2027 as used

for the viability assessment, taking account of reasonably possible changes in trading performance, together with the planned

capital investment over that same period. The Group is expected to have a sufficient level of financial resources available through

operating cash flows and existing bank facilities for the period to the end of December 2025 (“the going concern period”). The

Group has operated within all its banking covenants throughout the year. In addition, the Group’s main banking facility is in place

until December 2026.

For the purpose of assessing the appropriateness of the preparation of the Group’s accounts on a going concern basis, the

Directors have prepared financial forecasts for the Group, comprising profit before and after taxation, balance sheets and cash

flows covering the period to the end of December 2025. The forecasts consider the current cash position, the availability of banking

facilities and an assessment of the principal areas of risk and uncertainty. Scenarios with and without the anticipated disposal of the

Engineering Division have been considered. These forecasts have been sensitised on a combined basis for severe but plausible

downside scenarios. The scenarios tested included significant reductions in profitability and associated cash flows linked to the two

principal risks highlighted in the Viability Statement on page 32. The results of this stress-testing showed that, due to the stability of

the core business, the Group would be able to withstand the impact of these severe but plausible downside scenarios occurring

over the period of the financial forecasts. In addition to testing these severe but plausible downside scenarios, reverse stress

testing was also applied to the sensitised forecasts, to understand what level of downside scenario the Group would not be able to

withstand. The scenarios which created going concern uncertainty were deemed extreme and implausible.

Several other mitigating measures remain available and within the control of the Directors that were not included in the scenarios.

These include withholding discretionary capital expenditure and reducing or cancelling future dividend payments.

In all the scenarios, the Group complies with its financial bank covenants, operates within its renewed bank facilities, and meets its

liabilities as they fall due.

Consequently, the Directors are confident that the Group and the Company will have sufficient funds to continue to meet their liabilities

as they fall due until the end of December 2025 and therefore have prepared the financial statements on a going concern basis.

Basis of consolidation

The consolidated financial statements comprise Carr’s Group plc and all its subsidiaries, together with the Group’s share of the

results of its associate and joint ventures. The financial information of the subsidiaries, associate and joint ventures is prepared as of

the same reporting date and consolidated using consistent accounting policies. Group inter-company balances and transactions,

including any unrealised profits arising from Group inter-company transactions, are eliminated in full.

Results of subsidiary undertakings acquired or disposed of during the current and prior financial year were included in the financial

statements from the effective date of control or up to the date of cessation of control. The separable net assets, both tangible and

intangible, of the acquired subsidiary undertakings were incorporated into the financial statements on the basis of the fair value as

at the effective date of the Group acquiring control.

An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has

the ability to affect those returns through its power over the investee. Control requires power over the investee, exposure, or rights,

to variable returns and the ability to use power to affect returns. Subsidiaries are entities that meet this definition of control.

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Basis of consolidation continued

Associates are entities over which the Group has significant influence but not control, generally accompanied by a share of

between 20% and 50% of the voting rights. Joint ventures are entities over which the Group has joint control, established by

contractual agreement. Investments in associates and joint ventures are accounted for using the equity method. The Group’s share

of its associate’s and joint ventures’ post-tax results are recognised in the income statement, and its share of movement in reserves

is recognised in reserves. The cumulative movements are adjusted against the carrying amount of the investment. The Group’s

investment in associate and joint ventures includes any goodwill arising on acquisition. If the Group’s share of losses in an associate

or joint venture equals or exceeds its investment in the associate or joint venture, the Group does not recognise further losses,

unless it has incurred obligations or made payments on behalf of the associate or joint venture.

All subsidiaries are accounted for by applying the purchase method. The cost of a business combination is measured as the

aggregate of the fair values, at the acquisition date, of the assets given, liabilities incurred or assumed, and equity instruments

issued by the Group. The identifiable assets, liabilities and contingent liabilities of the acquiree are measured initially at fair value at

the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of the business combination

over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised as goodwill.

Contingent consideration is measured initially at fair value and is revalued to fair value at each subsequent period end until the

period in which it is settled.

Acquisition-related costs are expensed to the consolidated income statement in the year they are incurred.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement,

statement of comprehensive income, balance sheet and statement of changes in equity respectively. The Group applies a policy

of treating transactions with non-controlling interests as transactions with parties external to the Group.

In accordance with IFRS 5 ‘Non-current assets held for sale and discontinued operations’, non-current assets and disposal groups

are classified as held for sale only if available for immediate sale in their present condition and a sale is highly probable and

expected to be completed within one year from the date of classification. Such assets are measured at the lower of carrying value

and fair value less costs to sell and are not depreciated or amortised. Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The net results of the

Engineering Division and Afgritech LLC are presented as discontinued operations in the consolidated income statement, with restated

comparatives, and the assets and liabilities associated with the discontinued operations are presented separately in the consolidated

balance sheet. In addition certain assets of the Group have been classified as held for sale and have been presented separately in the

consolidated balance sheet. The prior year income statement also includes the results from the Carr's Billington Agricultural business

as discontinued operations up to the date of disposal on 26 October 2022. Further details can be found in note 9.

Employee share trust

IFRS 10 requires that the Group consolidates a structured entity where the substance of the relationship between the parties

indicates that the Group controls the entity. The employee share trust sponsored by the Group falls within this category of

structured entity and has been accounted for as if it were, in substance, a subsidiary.

Currency translation

The financial statements for the Group’s subsidiaries, associate and joint ventures are prepared using their functional currency.

The functional currency is the currency of the primary economic environment in which an entity operates. The presentation currency

of the Group and Company is Sterling.

Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the

transactions. Exchange differences resulting from the settlement of such transactions and from the translation, at exchange rates

ruling at the balance sheet date, of monetary assets and liabilities denominated in currencies other than the functional currency, are

recognised in the consolidated income statement.

The balance sheets of foreign operations are translated into Sterling using the exchange rate at the balance sheet date and the

income statements are translated into Sterling using the average exchange rate for the year. Where this average is not a reasonable

approximation of the cumulative effect of the rates prevailing on the transaction dates, the exchange rate on the transaction date

is used. Exchange differences arising are recognised as a separate component of shareholders’ equity. On disposal of a foreign

operation any cumulative exchange differences held in shareholders’ equity are transferred to the consolidated income statement.

Revenue recognition

Revenue is recognised when the Group transfers control over a product or service to its customer.

Revenue is measured based

on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Inter-

segmental transactions are on an arm’s length basis.

The Group recognises revenue both at a point in time and over time.

Revenues generated by the Group’s Agriculture Division are

recognised at a point in time when title passes to the customer upon the products leaving the site.

Revenues generated by the

Group’s Engineering Division (now classified as discontinued operations) are recognised over time where either the contract with

the customer does not create an asset with an alternative use and where there is an enforceable right to payment for performance

completed to date or where the Group’s performance creates or enhances an asset that the customer controls as the asset is

created or enhanced. Where this is not the case revenue is recognised at a point in time.

PRINCIPAL ACCOUNTING POLICIES CONTINUED

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Revenue recognition continued

In respect of contracts that meet the criteria to be recognised over time, revenue is calculated on the basis of the stage of

completion of each contract. The Group applies a single method of measuring progress for each performance obligation satisfied

over time and applies this method consistently to similar performance obligations and in similar circumstances. Depending on the

nature and circumstances of the performance obligation, the stage of completion is determined with reference to either:

• The proportion that contract costs incurred for work performed to date bear to the total estimated contract costs; or

• The proportion that contract output is delivered towards complete satisfaction of the performance obligation with reference to

certified or valued contract works.

Revenue is recognised for a performance obligation satisfied over time only if the Group can reasonably measure its progress

towards complete satisfaction of the performance obligation. In circumstances when it cannot reasonably measure the

outcome, but expects to recover the costs incurred in satisfying the performance obligation, the Group recognises revenue

only to the extent of the costs incurred. The Group would not be able to reasonably measure its progress towards complete

satisfaction of a performance obligation if it lacks reliable information that would be required to apply an appropriate method of

measuring progress.

Where it is probable that contract costs will exceed total contract revenue the expected loss is recognised immediately as an

expense in the consolidated income statement.

Contract modifications such as variations to the original order are not accounted for until they are approved by the customer.

Where a modification to an existing contract occurs, the nature of the modification is assessed to determine whether it

represents a separate performance obligation required to be satisfied by the Group or whether it is a modification to the existing

performance obligation.

Variable consideration arises where revenue is recognised on a time and materials basis, as is the case under certain of the Group's

contracts, although not the majority. Revenue is estimated using the most likely amount method and is recognised as the time and

materials are billed onto the customer. Where contracts include this arrangement invoices are raised monthly to the customer. As a

practical expedient, where the Group has the right to invoice a customer based on performance to date, such as in the case where

they are invoiced based on time and materials, the Group will recognise revenue on that basis.

The Group does not expect to have any material contracts where the period between the transfer of the promised goods or

services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not apply the time-

value of money to its transaction prices.

Incremental costs of obtaining a contract with a customer are only recognised when it is expected that these costs will be

recovered. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained are

recognised as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the

contract is obtained. Where the amortisation period of an asset that would otherwise have been recognised is one year or less, the

incremental costs of obtaining a contract are expensed when incurred.

Contract assets exist when the Group has a right to consideration in exchange for goods or services transferred to a customer

when that right is conditional on something other than the passage of time (e.g. future performance).

Contract liabilities exist when

the Group has an obligation to transfer goods or services to a customer for which the Group has already received consideration.

Where the Group acts in the capacity of agent rather than principal under a contract, revenue is recognised when the commission

has been earned from the vendor.

Retirement benefit asset/obligation

The Group offers various pension schemes to employees including a defined benefit pension scheme and several defined

contribution schemes.

The assets of the Group’s pension schemes are held separately from those of the Group and are invested with independent

investment managers.

Contributions to defined contribution schemes are charged to the consolidated income statement in the year to which they relate.

Carr’s Group Pension Scheme

The asset recognised in the consolidated and Company balance sheet at the year end is the fair value of scheme assets at

the balance sheet date less the present value of the defined benefit obligation. Independent actuaries calculate the defined

benefit asset annually using the projected unit credit method. The present value of the defined benefit obligation is determined

by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated

in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related

pension liability.

The service costs, including pension scheme administrative costs, are included in operating profit in the consolidated

income statement.

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Retirement benefit asset/obligation continued

A credit is made within interest which represents a net interest amount that is calculated by applying the discount rate at the

beginning of the year to the net defined benefit asset at the beginning of the year. The net interest amount also takes into account

changes to the net asset during the year.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the

consolidated and Company statement of comprehensive income. The pension scheme deficit or surplus, to the extent considered

recoverable, is recognised in full on the consolidated balance sheet.

IFRIC 14 confirms that where a company has an unconditional right to a refund of surplus from a defined benefit pension plan

during the lifetime of that plan or when it winds it up, and where there is expected to be surplus assets, there is no limit on the

asset the company can show on its balance sheet. Following a review of the Scheme’s Trust deed, the Directors believe that there

is a right to recognise, and that there is no restriction on the recognition of, the IAS 19 pension surplus. At 31 August 2024 and 2

September 2023, the consolidated and Company balance sheet recognises the full surplus on the Carr’s Group defined benefit

pension scheme. The Company does not intend to recover the surplus through a refund.

Carr’s Billington Agriculture Pension Scheme

Carrs Billington Agriculture (Sales) Ltd, a Group subsidiary until its disposal on 26 October 2022, is a participating employer in the

Carr’s Billington Agriculture Pension Scheme, which is a multi-employer defined benefit pension scheme. Note 28 provides further

information on this scheme and how it was accounted for in the consolidated accounts up to the date of disposal.

Share-based payments

The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured

at fair value at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is

expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.

Fair value is measured by use of a valuation model. The expected life used in the model has been adjusted, based on

management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

At each balance sheet date the Group revises its estimate of the number of options that are expected to vest. Changes to the fair

value recognised as a result of this are charged or credited to the consolidated income statement with a corresponding adjustment

to the equity compensation reserve.

Interest

Interest is recognised in the consolidated income statement on an accruals basis using the effective interest method.

Borrowing costs

Borrowing costs are recognised in the consolidated income statement in the year in which they are incurred.

Operating segments

IFRS 8 requires operating segments to be identified on the basis of internal financial information about components of the Group

that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources to the segments and to assess

their performance. The CODM has been identified as the Executive Directors.

The CODM considers the business from a product/services perspective. Reportable operating segments have been identified

as Agriculture. The previously reported operating segment of Engineering is disclosed as a discontinued operation in the

segmental reporting.

Adjusting items

Adjusting items that are material by size and/or by nature are presented within their relevant income statement category, but

highlighted separately on the face of the income statement. Further details of items that management consider fall into this

category are disclosed within note 5 to the financial statements. The separate disclosure of profit before adjusting items is

consistent with how business performance is measured internally and is presented to aid comparability of performance.

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group’s

interest in the net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the

non-controlling interest in the acquiree.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs, or groups

of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is

allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes.

PRINCIPAL ACCOUNTING POLICIES CONTINUED

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Goodwill continued

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential

impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair

value less costs of disposal. Any impairment is recognised immediately as an expense and cannot subsequently be reversed.

Goodwill written off to reserves under UK GAAP prior to 31 August 1998 has not been reinstated and would not form part of the gain

or loss on the disposal of a business.

Other intangible assets

Other intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation

commences when assets are available for use. The expected useful lives, over which the assets are amortised, are generally

as follows:

Customer relationships 1 – 10 years

Brands 6 – 25 years

Know-how 15 years

Proprietary technology 5 – 13 years

Development costs 5 – 15 years

Patents and trademarks contractual life

Contract backlog 3 years

Software 3 – 10 years

Software costs incurred as part of a service agreement are only capitalised when it can be evidenced that the Group has control

over the resources defined in the agreement. Software customisation and configuration costs relating to software not controlled by

the Group are expensed as incurred.

The cost of intangible assets acquired in a business combination is the fair value at the acquisition date. The cost of separately

acquired intangible assets comprises the purchase price and any directly attributable costs of preparing the assets for use.

Intangible assets are amortised on a straight-line basis.

Research and development costs

All research costs are recognised in the consolidated income statement as incurred. Development costs are recognised as an

asset only to the extent that specific recognition criteria, as set out in IAS 38 ‘Intangible assets’, relevant to the proposed application

are met and the amount recognised is recoverable through future economic benefits.

Property, plant and equipment

Property, plant and equipment is carried at cost less accumulated depreciation and accumulated impairment losses. Cost

comprises purchase price and directly attributable costs.

Freehold land and assets in the course of construction are not depreciated. For all other property, plant and equipment,

depreciation is calculated on a straight-line basis to allocate cost less residual values of the assets over their estimated useful lives

as follows:

Freehold buildings up to 50 years

Leasehold improvements shorter of 50 years or lease term

Plant and equipment 3 to 20 years

Residual values and useful lives are reviewed, and adjusted if appropriate, at each financial year end.

Assets not fully constructed at the balance sheet date are classified as assets in the course of construction. When construction is

complete these assets are reclassified to the appropriate heading within property, plant and equipment. Depreciation commences

when the asset is ready for use.

The cost of maintenance, repairs and minor equipment is charged to the consolidated income statement as incurred; the cost of

major renovations and improvements is capitalised.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within the

consolidated income statement.

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Investment property

Investment properties are properties held for long-term rental yields. Investment properties are carried in the balance sheet at cost

less accumulated depreciation. Freehold land is not depreciated. For all other investment property, depreciation is calculated on a

straight-line basis to allocate cost less residual values of the assets over their estimated useful lives as follows:

Freehold buildings up to 50 years

The cost of maintenance, repairs and minor equipment is charged to the consolidated income statement as incurred; the cost of

major renovations and improvements is capitalised.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within the

consolidated income statement.

Impairment of non-financial assets

Non-financial assets are reviewed for impairment where there are any events or changes in circumstances that would indicate

potential impairment. In addition, at each reporting date, the Group assesses whether there is any indication that goodwill may

be impaired. Where an indicator of impairment exists, the Group makes an estimate of recoverable amount. Where the carrying

amount of an asset exceeds its recoverable amount the asset is written down to its recoverable amount. Recoverable amount is

the higher of fair value less costs to sell and value-in-use and is deemed for an individual asset. If the asset does not generate cash

inflows that are largely independent of those from other assets or groups of assets, the recoverable amount of the cash-generating

unit to which the asset belongs is determined. Discount rates reflecting the asset-specific risks and the time-value of money are

used for the value-in-use calculation.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct

labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Where

appropriate, cost is calculated on a specific identification basis. Otherwise inventories are valued using the first-in first-out method.

Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in

marketing, selling and distribution.

Provision has been made, where necessary, for slow-moving, obsolete and defective inventories.

Cash and cash equivalents

Cash and cash equivalents for the purposes of the consolidated and Company statement of cash flows comprise cash at bank and

in hand, money market deposits and other short-term highly liquid investments with original maturities of three months or less and

bank overdrafts, which are repayable on demand. Although bank overdrafts are presented elsewhere in borrowings within current

liabilities in the balance sheet, they are considered to be cash and cash equivalents as they are part of a Group banking facility

where bank balances in credit and overdrawn balances are integral to the cash management of the Group and they are therefore

used to manage the Group’s cash position on a net basis.

Grants

Grants received on capital expenditure are recorded as deferred income and taken to the consolidated income statement in equal

annual instalments over the expected useful lives of the assets concerned.

Revenue grants and contributions are taken to the consolidated income statement in the year to which they apply.

Leases

The Group leases properties, motor vehicles, plant and machinery and other equipment. Lease terms are negotiated on an

individual basis and contain a wide range of terms and conditions.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for

use by the Group. Each lease payment is allocated between the repayment of the lease liability and finance cost. The finance cost

is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining

balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease

term on a straight-line basis and is also subject to regular impairment reviews.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present

value of the following lease payments:

• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

• Variable lease payments that are based on an index or rate;

• Amounts expected to be payable by the lessee under residual value guarantees;

• The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

• Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

PRINCIPAL ACCOUNTING POLICIES CONTINUED

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Leases continued

The lease payments are discounted using the interest rate implicit in the lease. Where this cannot be determined, the lessee’s

incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an

asset of similar value in a similar economic environment with similar terms and conditions.

After initial measurement the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term

or a change in the fixed lease payments. Right-of-use assets are adjusted for any remeasurement of lease liabilities.

Right-of-use assets are measured at cost comprising the following:

• The amount of the initial measurement of the lease liability;

• Any lease payments made at or before the commencement date less any lease incentives received;

• Any initial direct costs incurred by the lessee; and

• Restoration costs required by the terms and conditions of the lease.

At the commencement date of property leases the Group normally determines the lease term to be the full term of the lease,

assuming that any option to break or extend the lease is unlikely to be exercised and it is not reasonably certain that the Group

will continue in occupation for any period beyond the lease term. Leases are regularly reviewed and will be revalued if it becomes

likely that a break clause or option to extend the lease is exercised.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense

in the income statement. Short-term leases are leases with a lease term of 12 months or less. Low-value assets generally comprise

minor office and IT equipment.

The Group acts as lessor in certain operating lease arrangements. Rental income is recognised on a straight-line basis in the

income statement. The Group is not a lessor in any finance lease arrangements.

Tax

The tax charge comprises current tax and deferred tax.

The current tax charge represents an estimate of the amounts payable to tax authorities in respect of the Group’s taxable profits.

Deferred tax is provided on temporary differences arising between the tax base of assets and liabilities and their carrying amounts

in the consolidated and Company financial statements. Deferred tax arising from initial recognition of an asset or liability in a

transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or

loss, is not recognised. Deferred tax is measured using tax rates that have been enacted or substantively enacted by the balance

sheet date and are expected to apply when the asset is realised or the liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the

temporary differences can be utilised.

Deferred tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures, except

where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary

difference will not reverse in the foreseeable future.

Tax is recognised in the consolidated income statement or consolidated statement of comprehensive income, unless the tax

relates to items recognised directly in shareholders’ equity, in which case the tax is recognised directly in shareholders’ equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax

liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same tax authority on either the same

taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Dividends

Final equity dividends to the shareholders of the Company are recognised in the year that they are approved by the shareholders.

Interim equity dividends are recognised in the year that they are paid.

Dividends receivable are recognised in the period in which they are received.

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Classification of financial instruments issued by the Group and Company

Financial instruments issued by the Group and Company are treated as equity only to the extent that they meet the following

two conditions:

(a) they include no contractual obligations upon the Group or Company to deliver cash or other financial assets or to exchange

financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group or

Company; and

(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes

no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the

Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability.

Where the instrument so

classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called-up

share capital and share premium account exclude amounts in relation to those shares.

Financial instruments

Financial assets and liabilities are recognised on the consolidated and Company balance sheet when the Group and Company

becomes a party to the contractual provisions of the instrument.

The Group and Company classifies its financial assets under the measurement categories of amortised cost, for non-derivative

financial assets, or measured subsequently at fair value through either profit or loss or comprehensive income.

Non-derivative financial assets

Non-derivative financial assets include contract assets, trade and other receivables and non-current receivables. As these

categories of financial assets do not carry a significant financing element, expected credit losses are measured using the simplified

impairment approach. This requires expected lifetime losses to be recognised upon the initial recognition of the asset.

Non-derivative financial assets, other than trade receivables, are recognised initially at fair value and subsequently measured at

amortised cost using the effective interest method. Trade receivables are measured initially at the IFRS 15 transaction price.

Derivative financial instruments and hedging activities

The Group primarily uses forward foreign currency contracts, options and currency swaps to manage its exposures to fluctuating

foreign exchange rates. These instruments are initially recognised at fair value and are subsequently remeasured at their fair value

at each balance sheet date.

New standards and interpretations

From 3 September 2023 the following became effective and were adopted by the Group and Company:

• Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies (effective 1 January 2023)

• Amendments to IAS 8 – Definition of Accounting Estimates (effective 1 January 2023)

• Amendments to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective 1 January 2023)

• Amendments to IAS 12 – International tax reform – pillar two model rules (effective 1 January 2023)

• IFRS 17 – Insurance Contracts, as amended in December 2021 (effective 1 January 2023)

Their adoption did not have a material effect on the Group or Company’s profit for the year or equity.

New standards, amendments and interpretations issued but not yet effective and not early adopted

• Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (effective 1 January 2024)

• Amendments to IAS 1 – Non-current Liabilities with Covenants (effective 1 January 2024)

• Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback (effective 1 January 2024)

• Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements (effective 1 January 2024)

• Amendments to IAS 21 – Lack of Exchangeability (effective 1 January 2025)

It is not considered that the above standards and amendments will have a significant effect on the results or net assets of the

Group or Company.

PRINCIPAL ACCOUNTING POLICIES CONTINUED

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Significant judgements, key assumptions and estimates

Application of certain Group accounting policies requires management to make judgements, assumptions and estimates

concerning the future as detailed below.

The following is considered to be a significant judgement:

Non-current assets held for sale and discontinued operations

In respect of the Engineering businesses and Afgritech LLC the Group was required to apply IFRS 5 'Non-current assets held for

sale and discontinued operations'. In addition, the Group was also required to classify certain other non-current assets as 'held for

sale' at the year end. Judgement is involved as to whether or not the disposal groups and other non-current assets meet the criteria

for classification as held for sale. The assets and liabilities of the disposal groups and the other non-current assets held for sale are

to be measured at the lower of carrying value and fair value less costs to sell. Judgement is required to assess fair value less costs

to sell by considering expected proceeds less any required adjustments for net debt, in respect of the discontinued operations,

and costs of disposal. Details of discontinued operations and assets and liabilities held for sale can be found in note 9.

The following are considered to be accounting estimates:

Valuation of pension obligations

The valuation of the Group’s defined benefit pension scheme is determined each year following advice from a qualified

independent actuary and can fluctuate based on a number of external factors. Such factors include the major assumptions as

shown in the table in note 28 and actual returns on scheme assets compared to those predicted in the previous scheme valuation.

It is reasonably possible, on the basis of existing knowledge, that outcomes within the next financial year that are different from the

assumption could require a material adjustment to the carrying amount of the assets affected. The carrying value of the defined

benefit pension scheme surplus at 31 August 2024 is £1.8m (2023: £5.3m). More information on the pension scheme is given in

note 28.

Impairment of goodwill and non-financial assets

Non-financial assets are reviewed for impairment where there are any events or changes in circumstances that would indicate

potential impairment. In addition the carrying value of goodwill must be assessed for impairment annually, or more frequently if

there are indications that goodwill might be impaired. This requires an estimation of the value in use of the cash-generating units to

which goodwill is allocated. Value-in-use is dependent on estimations of future cash flows from the cash-generating unit and the

use of an appropriate discount rate to discount those cash flows to their present value.

In respect of goodwill and non-financial assets classified as held for sale at the year end the fair value less costs to sell of the cash-

generating units has been estimated to determine any potential impairment.

There was no impairment to goodwill identified in the current year (2023: £3.6m). The carrying value of goodwill at 31 August 2024 is

£2.1m (2023: £19.2m).

For continuing operations an impairment of £0.2m (2023: £0.3m) has been recognised against the carrying value of other intangible

assets, £1.9m (2023: £nil) has been recognised against the carrying value of property, plant and equipment and £0.1m (2023: £nil)

against the carrying value of right-of-use assets. Further details of cash-generating units and stress testing performed on the

carrying values can be found in note 12 and note 13.

For discontinued operations and assets held for sale the total impairment and loss on fair value measurement less costs to sell

recognised is £5.9m. Further details can be found in note 5 and note 9.

Revenue recognition on contracts

For contracts recognised over time the Group recognises revenue and profits based on the stage of completion. This requires

management to make an assessment of performance obligations under each contract, the ability to reasonably estimate the

outcome, and the point at which those obligations have been fulfilled. Management uses estimates and judgements when

assessing the total expected costs on a contract and when estimating variable consideration.

Year end balances affected by these estimates are contract assets which include the estimates above to determine the value of the

goods and services transferred to customers at the year end for which the Group is due consideration, and contract liabilities which

include estimates over the amounts of consideration received from customers that are in excess of the value of the work performed

at the year end date. It is reasonably possible that the unconditional right to consideration receivable in the next financial year may

materially differ to that assumed in the contract assets and liabilities included in the consolidated balance sheet. The Group has

controls in place to review and monitor the estimates used to ensure they are appropriate. Disclosures relating to revenue recognition

can be found in note 3 and further details on contract assets and liabilities at the year end can be found in note 22.

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NOTES TO THE FINANCIAL STATEMENTS

1 The Company has taken advantage of the exemption, under section 408 of the Companies Act 2006, from presenting its own

income statement of comprehensive income and related notes. Total comprehensive expense for the year dealt with in the

accounts of the Company was £7,663,000 (2023 total comprehensive income: £27,429,000) of which £7,354,000 (2023 profit after tax:

£28,972,000) relates to loss after tax for the year.

2 Segmental information

The chief operating decision maker (“CODM”) has been identified as the Executive Directors. Management has identified the

operating segments based on internal financial information reviewed by the CODM. The CODM considers the business from a

product/services perspective. Reportable operating segments of continuing operations have been identified as Agriculture,

previously known as Speciality Agriculture. The previously reported operating segment of Engineering has been classified as a

disposal group at the year end and is disclosed as a discontinued operation in the segmental reporting tables below. Prior year

disclosures have been restated to aid comparability. In the prior year disclosures, discontinued operations also includes the

previously reported operating segment of Agricultural Supplies, which was disposed of on 26 October 2022. Central comprises

the central business activities of the Group’s head office, which earns no external revenues. Operating segments have not been

aggregated for the purpose of determining reportable segments.

Agriculture derives its revenue from the sale of animal feed blocks and animal health products.

Discontinued operations derives its revenue from the provision of engineering services and the design and manufacture of

bespoke equipment for use in the nuclear, naval defence, and oil and gas industries. Products include manipulators, robotics,

specialist fabrication and precision machining. It also includes revenues from the sale of animal feed ingredients in respect of the

Afgritech LLC business in the US that has been discontinued. In the prior year it also derived revenues from the manufacture and

sale of animal feed together with retail sales of farm equipment, fuels and farm consumables through the Carr's Billington network

of rural stores .

Performance is assessed using adjusted operating profit. For internal purposes the CODM assesses operating profit before material

adjusting items (note 5) consistent with the presentation in the financial statements.

Inter-segmental transactions are all undertaken on an arm’s length basis.

The Group has operations in the UK and overseas. In accordance with IFRS 8, entity-wide disclosures based on the geography of

operations is also presented. The geographical analysis of revenue is presented by revenue origin.

The segmental information for the year ended 31 August 2024 is as follows:

			Continuing	Discontinued
	Agriculture	Central	Group	operations
	£’000	£’000	£’000	£’000
Total segment revenue	75,701	–	75,701	72,320
Inter-segment revenue	–	–	–	(2)
Revenue from external customers	75,701	–	75,701	72,318
Adjusted 1 EBITDA 2	5,320	(2,868)	2,452	9,298
Depreciation, amortisation and profit/(loss) on disposal of non-current assets	(1,503)	(155)	(1,658)	(2,599)
Share of post-tax results of joint ventures	1,374	–	1,374	–
Adjusted 1 operating profit/(loss)	5,191	(3,023)	2,168	6,699
Adjusting items (note 5)	(4,488)	(4,475)	(8,963)	(5,663)
Operating profit/(loss)	703	(7,498)	(6,795)	1,036
Finance income			1,013	102
Finance costs			(681)	(765)
Adjusted 1 profit before taxation			2,500	6,036
Adjusting items (note 5)			(8,963)	(5,663)
(Loss)/profit before taxation			(6,463)	373
Taxation of discontinued operations				(1,604)
Loss for the year from discontinued operations (note 9)				(1,231)

1. Adjusted results are consistent with how business performance is measured internally and is presented to aid comparability of performance.

Adjusting items are disclosed in note 5.

2. Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-current assets and before share of post-tax results of

joint ventures.

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2 Segmental information continued

Assets and liabilities

			Continuing	Discontinued
	Agriculture	Central	Group	operations	Total Group
	£’000	£’000	£’000	£’000	£’000
Gross assets	48,210	13,933	62,143	81,661	143,804
Gross liabilities	(11,460)	(5,662)	(17, 1 22)	(31,748)	(48,870)
Intangible asset additions (note 12)	8	–	8	547	555
Property, plant and equipment additions (note 13)	1,153	8	1,161	2,989	4,150
Right-of-use asset additions (note 14)	102	167	269	3,199	3,468

The segmental information for the year ended 2 September 2023 is as follows. Prior year disclosures have been restated in respect

of discontinued operations to aid comparability with the segmental information presented for the current year. Further details of the

prior year restatements of continuing operations can be found in note 37.

			Continuing	Discontinued
	Agriculture	Central	Group	operations
Restated:	£’000	£’000	£’000	£’000
Total segment revenue	83,135	–	83,135	115,558
Inter-segment revenue	(1,320)	–	(1,320)	(36)
Revenue from external customers	81,815	–	81,815	115,522
Adjusted 1 EBITDA 2	6,143	(2,850)	3,293	5,831
Depreciation, amortisation and profit/(loss) on disposal of non-current assets	(1,763)	(126)	(1,889)	(2,547)
Share of post-tax results of associate and joint ventures	1,441	–	1,441	466
Adjusted 1 operating profit/(loss)	5,821	(2,976)	2,845	3,750
Adjusting items (note 5)	(3,315)	(401)	(3,716)	(2,280)
Operating profit/(loss)	2,506	(3,377)	(871)	1,470
Finance income			814	62
Finance costs			(715)	(791)
Adjusted 1 profit before taxation			2,944	3,021
Adjusting items (note 5)			(3,716)	(2,280)
(Loss)/profit before taxation			(772)	741
Taxation of discontinued operations				(658)
Profit for the year from discontinued operations (note 9)				83

1. Adjusted results are consistent with how business performance is measured internally and is presented to aid comparability of performance. Adjusting

items are disclosed in note 5.

2. Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-current assets and before share of post-tax results of

associate and joint ventures.

Assets and liabilities (restated)

			Continuing	Discontinued
	Agriculture	Central	Group	operations	Total Group
	£’000	£’000	£’000	£'000	£’000
Gross assets	53,925	29,341	83,266	79,057	162,323
Gross liabilities	(16,004)	(9,051)	(25,055)	(29,393)	(54,448)
Intangible asset additions (note 12)	2	–	2	187	189
Property, plant and equipment additions (note 13)	1,997	28	2,025	1,127	3,152
Right-of-use asset additions (note 14)	184	72	256	303	559

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

2 Segmental information continued

Goodwill and other intangible assets impairment

During the year the Group recognised an impairment of £0.2m (2023: £0.3m) against other intangible assets in respect of the

Agriculture reportable segment. During the prior year the Group recognised an impairment of goodwill of £1.7m in respect of the

Agriculture reportable segment and £1.8m in respect of the Engineering reportable segment, which has been included in the

restated disclosures for discontinued operations. Further details can be found in note 12.

The Group also recognised an impairment of £1.9m (2023: £nil) against property, plant and equipment and £0.1m (2023: £nil) against

right-of-use assets in respect of the Agriculture reportable segment. Further details can be found in notes 13 and 14.

Entity-wide disclosures

Revenues from external customers are derived from the sale of products/services by individual business segment. The breakdown

of revenue by business segment is provided above. Revenues from external customers:

	2024			2023 (restated)
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
UK	32,032	35,490	30,215	83,892
USA	37,529	19,946	45,676	21,966
Germany	–	16,882	–	9,664
Republic of Ireland	4,366	–	4,162	–
New Zealand	1,774	–	1,762	–
	75,701	72,318	81,815	115,522

Non-current assets

				2024						2023
				Republic	New					Republic	New
	UK	USA	Germany	of Ireland	Zealand	Total	UK	USA	Germany	of Ireland	Zealand	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Goodwill	2,068	–	–	–	–	2,068	6,478	8,674	4,009	–	–	19,161
Other intangible assets	–	32	–	–	–	32	1,870	703	745	–	–	3,318
Property, plant
and equipment	4,089	5,750	–	–	61	9,900	12,520	10,230	7,1 55	–	45	29,950
Right-of-use
assets	643	–	–	13	–	656	6,476	241	580	26	–	7,323
Investment
property	316	–	–	–	–	316	2,640	–	–	–	–	2,640
Interest in joint
ventures	52	4,372	1,864	–	–	6,288	53	3,851	2,197	–	–	6,101
Other investments	5	21	–	–	–	26	5	22	–	–	–	27
Non-current
receivables	–	–	–	–	–	–	–	21	–	–	–	21
	7,173	10,175	1,864	13	61	19,286	30,042	23,742	14,686	26	45	68,541

Major customers

Included within Group revenue from continuing operations is £15.3m (2023: £16.7m) in respect of a customer in the Agriculture

segment. This revenue accounts for more than 10% of the continuing Group revenue in both years presented.

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3 Revenue

Disaggregation of revenue

In accordance with IFRS 15 ‘Revenue from Contracts with Customers’ the following table presents the Group’s reported revenue

disaggregated based on the timing of revenue recognition.

	2024			2023 (restated)
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
Timing of revenue recognition	£’000	£’000	£’000	£’000
Over time	–	39,249	–	29,050
At a point in time	75,701	33,069	81,815	86,472
	75,701	72,318	81,815	115,522

Transaction price allocated to the remaining performance obligations

As at 31 August 2024:

			2027
	2025	2026	onwards	Total
	£’000	£’000	£’000	£’000
Total transaction price allocated to the remaining
performance obligations	37,956	8,145	7,523	53,624

As at 2 September 2023:

			2026
	2024	2025	onwards	Total
	£’000	£’000	£’000	£’000
Total transaction price allocated to the remaining
performance obligations	43,711	11,523	4,520	59,754

The total transaction price allocated to the remaining performance obligations represents the contracted revenue to be earned by

the Group for distinct goods and services which the Group has promised to deliver to its customers. These include promises which

are partially satisfied at the period end or those which are unsatisfied but which the Group has committed to providing.

The transaction price above does not include any estimated revenue to be earned on framework contracts for which a firm order or

instruction has not been received from the customer. It also excludes secured orders at the year end where the Group acts in the

capacity of agent rather than principal under the contract.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4 Operating loss

		2024		2023 (restated)
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Group operating loss is stated after (crediting)/charging:
Amortisation of grants	–	(16)	–	(5)
Loss/(profit) on disposal of property, plant and equipment	9	1	(88)	65
(Profit)/loss on disposal of right-of-use leases	(13)	–	3	1
Profit on disposal of investment property	(154)	–	–	–
Depreciation of property, plant and equipment	1,264	1,567	1,515	1,508
Depreciation of right-of-use assets	327	984	387	921
Depreciation of owned investment property	67	–	67	–
Amortisation of intangible assets	93	493	493	511
Amounts written off goodwill	19	–	–	–
Goodwill and other intangible assets impairment	210	–	2,019	1,824
Impairment of property, plant and equipment	1,906	–	–	–
Impairment of right-of-use assets	63	–	–	–
Foreign exchange losses/(gains)	59	21	255	(3)
Derivative financial instruments gains	–	(4)	–	(58)
Research and development expense	116	810	82	613
Auditors’ remuneration:
Audit services (Company £25,000; 2023: £19,000)	125	–	100	–
The auditing of accounts of subsidiaries of the Company
pursuant to legislation (including overseas)	459	475	358	500
Total audit services	584	475	458	500
Included within Group operating loss is the following in respect
of investment property leased to, and occupied by, external parties:
Rental income	(430)	–	(365)	–
Operating expenses	352	–	371	–
	(78)	–	6	–

Rental income and operating expenses from investment properties in the current and prior year includes rental income from

properties leased to the Carr's Billington Agricultural business following its disposal on 26 October 2022.

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5 Adjusting items

In reporting financial information, the Group presents alternative performance measures (“APMs”), which are not defined or

specified under the requirements of IFRS. These APMs are consistent with how business performance is measured internally and

therefore the Group believes that these APMs provide stakeholders with additional useful information on the performance of the

business. The following adjusting items have been added back to reported profit measures.

		2024		2023 (restated)
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Amortisation of acquired intangible assets (i)	89	446	488	459
Restructuring/closure costs (ii)	2,132	–	607	–
Loss/(profit) on fair value measurement less costs to sell and impairment
of disposal group assets (iii)	720	5,217	–	(3)
Cloud configuration and customisation costs (iv)	813	–	602	–
Costs related to pension scheme buy-in (v)	284	–	–	–
Pension past service costs (vi)	2,900	–	–	–
Profit on disposal of investment property (vii)	(154)	–	–	–
Goodwill and other intangible assets impairment (viii)	210	–	2,019	1,824
Property, plant and equipment and right-of-use assets impairment (ix)	1,969	–	–	–
Included in profit/(loss) before taxation	8,963	5,663	3,716	2,280
Taxation effect of the above adjusting items	(2,013)	(211)	(448)	(111)
Included in profit/(loss) for the year	6,950	5,452	3,268	2,169

(i) Amortisation of acquired intangible assets which do not relate to the underlying profitability of the Group but rather relate to costs arising on acquisition

of businesses.

(ii) Restructuring/closure costs include costs incurred in relation to the restructure of the Agriculture Division and Group functions.

(iii) In respect of continuing operations, the carrying value of assets classified as held for sale at the year end exceeded the fair value less costs to sell.

As a result the carrying values were reduced to the fair value less costs to sell resulting in a loss of £720,000 being recognised.

At the year end the carrying value of the assets and liabilities included in disposal groups classified as held for sale exceeded the fair value

less costs to sell. As a result the net assets of these disposal groups were reduced to the fair value less costs to sell. In addition an impairment was

recognised against the assets of the Chirton Engineering business. This has resulted in a combined loss of £5,217,000.

Further details of these adjusting items can be found in note 9.

In the prior year the Group disposed of its interest in the Carr's Billington Agricultural business on 26 October 2022. The profit on fair value measurement

less costs to sell arose from the structure of the sale and offsets the retained earnings from discontinued operations between 3 September 2022 and

completion date.

(iv) Costs relating to material spend in relation to the implementation of the Group’s ERP system that have now been expensed following the adoption of

the IFRIC agenda decision.

(v) During the year the Trustees of the Carr's Group pension scheme began the process of seeking an insurer from whom to purchase an insured bulk

annuity ("buy-in"). Costs incurred related to this process have been included as an adjusting item. Further details of the buy-in process can be found in

note 28.

(vi) Pension past service costs relating to a Barber Window equalisation adjustment. Further details can be found in note 28.

(vii) During the year the Group disposed of a property it leased to a third party. As this does not relate to the underlying profitability of the Group it has been

included as an adjusting item in the year.

(viii) Impairment of other intangible assets in respect of the Animax Ltd cash-generating unit. Further details of the impairment charge can be found in

note 12.

In the prior year this relates to impairment of goodwill and other intangible assets in respect of the Animax Ltd cash-generating unit and impairment of

goodwill in respect of the NW Total Engineered Solutions Ltd cash-generating unit.

(ix) Impairment of property, plant and equipment and right-of-use assets in respect of the Animax Ltd cash-generating unit. Further details of the

impairment charges can be found in notes 13 and 14.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

6 Staff costs

The tables below include Executive and Non-Executive Directors.

	2024	2023
	£’000	£’000
Wages and salaries	33,323	35,018
Social security costs	3,633	3,736
Pension costs	1,582	1,818
Staff costs before share-based payments	38,538	40,572
Share-based payments	358	(92)
	38,896	40,480

The above table excludes amounts recognised in the income statement in respect of the defined benefit pension scheme which

is closed to future accrual. During the year a charge of £477,000 (2023: £166,000) has been recognised in respect of administrative

expenses of which £284,000 (2023: £nil) has been included as an adjusting item (note 5). In addition a charge of £2,900,000 (2023:

£nil) has been recognised as a past service cost in the income statement within administrative expenses and as an adjusting item

(note 5). Further details can be found in note 28.

The average monthly number of employees during the year was made up as follows:

	2024	2023
	Number	Number
Sales, office and management	269	679
Manufacture and distribution	375	530
	644	1,209

Key management of the Group and the parent Company are considered to be the Directors.

The following amounts are disclosed in accordance with Schedule 5 of the Large and Medium-Sized Companies and Groups

(Accounts and Reports) Regulations 2008.

	2024	2023
	£’000	£’000
Aggregate Directors’ remuneration 1	1,293	913
Aggregate social security costs	184	114
Aggregate pension contributions 2	28	12
	1,505	1,039

1. Salary (after salary sacrifice of pension), fees, bonuses, pay in lieu of pension, pay in lieu of notice and benefits in kind. Includes bonuses based on

amounts accrued at the year end.

2. Cash contributions paid in the year into the defined contribution pension scheme.

The number of Directors in the defined contribution pension scheme during the year was one (2023: two).

Further details of the Directors’ emoluments, pension benefits and share options are given in the Remuneration Committee Report

on pages 96 to 119 (inclusive).

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7 Finance income and finance costs

	2024			2023 (restated)
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Finance income
Bank interest	651	96	494	58
Net interest on the net defined benefit retirement asset
(note 28)	280	–	312	–
Other interest	82	6	8	4
Total finance income	1,013	102	814	62
Finance costs
Interest payable on bank overdrafts	(223)	(447)	(217)	(332)
Interest payable on bank loans and other borrowings	(425)	(26)	(466)	(178)
Interest payable on leases	(33)	(229)	(32)	(223)
Other interest	–	(63)	–	(58)
Total finance costs	(681)	(765)	(715)	(791)

8 Taxation

(a) Analysis of the (credit)/charge in the year

	2024			2023 (restated)
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Current tax:
UK corporation tax
Current year	(288)	263	(629)	286
Adjustment in respect of prior years	(71)	30	(172)	188
Foreign tax
Current year	397	1,028	498	286
Adjustment in respect of prior years	11	(13)	(23)	(308)
Group current tax	49	1,308	(326)	452
Deferred tax:
Origination and reversal of timing differences
Current year	(2,083)	384	51	120
Adjustment in respect of prior years	60	(88)	347	86
Group deferred tax (note 20)	(2,023)	296	398	206
Tax (credit)/charge for the year	(1,974)	1,604	72	658

Deferred tax recognised in equity is disclosed in note 20.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

8 Taxation continued

(b) Factors affecting tax (credit)/charge for the year

The tax assessed for the year from continuing operations is lower (2023: higher) than the rate of corporation tax in the UK of 25.0%

(2023: 21.5%). The differences are explained below:

	2024			2023 (restated)
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
(Loss)/profit before taxation	(6,463)	373	(772)	741
Tax at 25.0% (2023: 21.5%)	(1,616)	93	(166)	159
Effects of:
Tax effect of share of results of associate and joint ventures	(344)	–	(310)	(100)
Tax effect of expenses that are not allowable in determining
taxable profit	270	1,368	583	587
Tax effect of non-taxable income	(362)	(81)	(276)	(142)
Effects of different tax rates of foreign subsidiaries	(42)	111	(41)	48
Effects of deferred tax rates	–	(24)	(21)	(13)
Unrecognised deferred tax on losses	78	208	151	153
Withholding taxes suffered	42	–	–	–
Adjustment in respect of prior years	–	(71)	152	(34)
Total tax (credit)/charge for the year	(1,974)	1,604	72	658

The tax effect of expenses that are not allowable in determining taxable profit includes share-based payments, depreciation of

non-qualifying assets, disregarded foreign exchange net loss movements, other expenses disallowable for corporation tax, and

in respect of discontinued operations it includes the loss recognised on the measurement to fair value less costs to sell of the

disposal groups (notes 5 and 9). In the prior year it also includes goodwill impairment (notes 5 and 12).

The tax effect of non-taxable income includes the effect of income within the patent box regime, disregarded foreign exchange net

gain movements, and in respect of the prior year the 30% benefit of the super deduction for capital allowances.

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9 Discontinued operations and non-current assets held for sale

As we position the Group to implement its focused Agriculture Strategy a number of activities of the Group in the year ended 31

August 2024 meet the criteria for classification as 'Held for Sale' or 'Discontinued' in accordance with IFRS 5. As such the impact of

these activities is excluded from the detail of the primary statements with the net impact reflected under 'discontinued operations'.

As announced in April 2024 the Group has been exploring means of optimising value for its Engineering Division, a process which is

ongoing and progressing positively.

Within Agriculture, the Afgritech business in Watertown, New York was engaged in the supply of commodity feeds to the dairy

industry. In recent years it has been significantly impacted by movements in the canola commodity market. As a consequence the

business lost £0.5m at adjusted operating profit level in FY24 and is non-core to the future Agriculture Strategy. The business was

closed on 31 October 2024 with the assets of the business sold on 1 November 2024.

In the year the Group started the process to realise value for its investment property portfolio comprising nine sites, one of which

was sold in the year, and the Group's former head office premises in Carlisle.

In the prior year, on 26 October 2022, the Group completed the disposal of its interests in the Carr's Billington Agricultural business

to Edward Billington and Son Limited. Full details of the disposal including proceeds received and net assets disposed can be

found in the Annual Report and Accounts for the year ended 2 September 2023.

The tables below show the results of the discontinued operations and the (loss)/profit recognised on the remeasurement to

fair value less costs to sell, together with the classes of assets and liabilities comprising the amounts 'held for sale' in the Group

balance sheet as at 31 August 2024.

		2023
	2024	(restated)
	£’000	£’000
Revenue	72,318	115,522
Expenses	(66,893)	(115,250)
	5,425	272
Share of post-tax results of associate	–	378
Share of post-tax results of joint venture	–	88
Profit before taxation of discontinued operations	5,425	738
Taxation (note 8)	(1,668)	(658)
Profit after taxation of discontinued operations	3,757	80
Pre-taxation (loss)/gain recognised on the measurement to fair value less costs to sell	(5,052)	3
Taxation (note 8)	64	–
After taxation (loss)/gain recognised on the measurement to fair value less costs to sell	(4,988)	3
(Loss)/profit for the year from discontinued operations	(1,231)	83

Included in other comprehensive income in the year is £nil (2023: £0.5m) of actuarial losses net of tax in respect of the Carr's

Billington Agricultural business sold on 26 October 2022.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

9 Discontinued operations and non-current assets held for sale continued

The net assets relating to the disposal groups and certain other assets of the Group that are classified as held for sale at 31 August

2024 in the Group and Company balance sheets are shown below:

	Total
Group	£’000
Assets
Goodwill	16,682
Other intangible assets	2,726
Property, plant and equipment	19,209
Right-of-use assets	8,835
Investment property	2,229
Non-current receivables	20
Deferred tax asset	357
Inventories	11,203
Contract assets	9,220
Trade and other receivables	12,906
Current tax assets	2,194
Cash and cash equivalents	4,802
Impairment under value in use methodology	(3,159)
Loss on fair value measurement less costs to sell	(1,561)
Total assets	85,663
Liabilities
Borrowings	(8,326)
Leases	(8,105)
Contract liabilities	(4,999)
Trade and other payables	(6,974)
Current tax liabilities	(381)
Deferred tax liabilities	(2,961)
Other non-current liabilities	(2)
Total liabilities	(31,748)
Net assets	53,915

A value in use impairment of £3.2m has been recognised in respect of the Chirton Engineering business assets. The loss on fair

value measurement less costs to sell comprises the following: £0.8m in respect of the Afgritech LLC business and £0.7m in respect

of the Silver Springs site's property, plant and equipment held for sale.

Costs to sell of £1,152,000 were incurred by the parent Company and £65,000 of costs were incurred by NuVision Engineering in the

year in respect of the Engineering Division disposal group and are therefore excluded from the loss on fair value measurement less

costs to sell in the table above. These costs are included within the adjusting item for loss on fair value measurement less costs to

sell (note 5).

	Total
Company	£’000
Assets
Investment in subsidiary undertakings	12,908
Total	12,908

The Company classified its investment in Ordinary Shares of Carr’s Engineering Limited and Carr's Engineering (US), Inc. as assets

held for sale.

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10 Dividends

	2024	2023
Equity	£’000	£’000
Second interim paid for the year ended 2 September 2023 of 1.175p per 2.5p share (2022: 1.175p)	1,105	1,104
Final dividend for the year ended 2 September 2023 of 2.85p per 2.5p share (2022: 2.85p)	2,683	2,680
First interim paid for the year ended 31 August 2024 of 2.35p per 2.5p share (2023: £1.175p)	2,218	1,105
	6,006	4,889

The increased interim dividend paid in June 2024 reflected the updated policy of a single interim dividend and a final dividend

rather than two interims and a final dividend. Therefore since the year end there have been no further dividends paid.

The proposed final dividend for the year ended 31 August 2024 to be considered by shareholders at the Annual General Meeting is

£2,691,436 being 2.85p per share, making a total for the year of 5.2p (2023: 5.2p). Shares held in treasury do not carry entitlement to

a dividend. The financial statements do not reflect this proposed final dividend as payable.

11 Earnings per ordinary share

Earnings per share are calculated by reference to a weighted average of 94,284,735 shares (2023: 94,058,319) in issue during the year.

Adjusting items disclosed in note 5 that are charged or credited to profit do not relate to the underlying profitability of the Group.

The Board believes adjusted profit before these items provides a useful measure of business performance. Therefore an adjusted

earnings per share is presented as follows:

	2024		2023 (restated)
		Earnings		Earnings
	Earnings	per share	Earnings	per share
	£’000	pence	£’000	pence
Continuing operations
Loss per share – basic	(4,489)	(4.8)	(844)	(1.0)
Adjusting items:
Amortisation of acquired intangible assets	89	0.1	488	0.5
Restructuring/closure costs	2,132	2.3	607	0.6
Loss on fair value measurement less costs to sell	720	0.8	–	–
Cloud configuration and customisation costs	813	0.8	602	0.6
Costs related to pension scheme buy-in	284	0.3	–	–
Pension past service costs	2,900	3.1	–	–
Profit on disposal of investment property	(154)	(0.2)	–	–
Goodwill and other intangible assets impairment	210	0.2	2,019	2.2
Property, plant and equipment and right-of-use assets impairment	1,969	2.1	–	–
Taxation effect of the above	(2,013)	(2.1)	(448)	(0.4)
Earnings per share – adjusted	2,461	2.6	2,424	2.5
Discontinued operations
(Loss)/earnings per share – basic	(1,231)	(1.3)	618	0.7
Adjusting items:
Amortisation of acquired intangible assets	446	0.5	459	0.5
Loss/(profit) on fair value measurement less costs to sell and impairment of disposal group assets	5,217	5.5	(3)	–
Goodwill impairment	–	–	1,824	1.9
Taxation effect of the above	(211)	(0.2)	(111)	(0.1)
Earnings per share – adjusted	4,221	4.5	2,787	3.0
Total (basic)	(5,720)	(6.1)	(226)	(0.3)
Total (adjusted)	6,682	7.1	5,211	5.5

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

11 Earnings per ordinary share continued

For diluted earnings per share, the weighted average number of Ordinary Shares in issue is adjusted to assume conversion of all

dilutive potential Ordinary Shares. The potentially dilutive Ordinary Shares, where the exercise price is less than the average market

price of the Company’s Ordinary Shares during the year, are disclosed in note 30.

In accordance with IAS 33 'Earnings per Share' potential ordinary shares shall be treated as dilutive when, and only when, their

conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations.

In both the current and prior year continuing operations is loss-making and conversion of potential ordinary shares to ordinary

shares would decrease the loss per share. Therefore, these potential ordinary shares have been determined to be antidilutive

and have been excluded from the calculation of diluted earnings per share.

		2024			2023 (restated)
		Weighted	Earnings		Weighted	Earnings
	Earnings	average number	per share	Earnings	average number	per share
	£’000	of shares	pence	£’000	of shares	pence
Continuing operations
Loss per share	(4,489)	94,284,735	(4.8)	(844)	94,058,319	(1.0)
Effect of dilutive securities:
Share Save Scheme	–	–	–	–	–	–
Long Term Incentive Plan	–	–	–	–	–	–
Diluted loss per share	(4,489)	94,284,735	(4.8)	(844)	94,058,319	(1.0)
Discontinued operations
(Loss)/earnings per share	(1,231)	94,284,735	(1.3)	618	94,058,319	0.7
Effect of dilutive securities:
Share Save Scheme	–	–	–	–	–	–
Long Term Incentive Plan	–	–	–	–	–	–
Diluted (loss)/earnings per share	(1,231)	94,284,735	(1.3)	618	94,058,319	0.7
Total (diluted)	(5,720)	94,284,735	(6.1)	(226)	94,058,319	(0.3)

		2024			2023 (restated)
	Adjusted	Weighted	Earnings	Adjusted	Weighted	Earnings
	earnings	average number	per share	earnings	average number	per share
	£’000	of shares	pence	£’000	of shares	pence
Continuing operations
Diluted adjusted earnings per share	2,461	94,284,735	2.6	2,424	94,058,319	2.5
Discontinued operations
Diluted adjusted earnings per share	4,221	94,284,735	4.5	2,787	94,058,319	3.0
Total (diluted adjusted)	6,682	94,284,735	7. 1	5,211	94,058,319	5.5

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12 Goodwill and other intangible assets

				Group
			Know-how,
			technology and	Brands,
		Customer	development	patents and	Contract
	Goodwill	relationships	costs	trademarks	backlog	Software	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Cost
At 4 September 2022	30,044	3,236	2,923	3,193	264	847	40,507
Exchange differences	(901)	–	(15)	(147)	(23)	(9)	(1,095)
Additions	–	–	164	2	–	23	189
Transferred to contract assets	–	–	(145)	–	–	–	(145)
At 2 September 2023	29,143	3,236	2,927	3,048	241	861	39,456
Exchange differences	(419)	–	(18)	(61)	(10)	(14)	(522)
Additions	–	–	537	10	–	8	555
Disposals	–	–	(58)	–	–	–	(58)
Amounts written off Amounts transferred to property, plant	(19)	–	–	–	–	–	(19)
and equipment	–	–	(227)	–	–	–	(227)
Transferred to assets held for sale	(24,895)	(3,079)	(1,162)	(1,888)	(231)	(855)	(32,110)
At 31 August 2024	3,810	157	1,999	1,109	–	–	7,075
Accumulated amortisation and impairment
At 4 September 2022	6,435	1,549	1,785	1,451	264	779	12,263
Exchange differences	(19)	–	(5)	(77)	(23)	(9)	(133)
Charge for the year	–	295	440	242	–	27	1,004
Impairment during the year	3,566	–	–	277	–	–	3,843
At 2 September 2023	9,982	1,844	2,220	1,893	241	797	16,977
Exchange differences	(27)	–	(5)	(40)	(10)	(14)	(96)
Charge for the year	–	295	40	229	–	22	586
Impairment during the year	–	63	–	147	–	–	210
Transferred to assets held for sale	(8,213)	(2,045)	(256)	(1,152)	(231)	(805)	(12,702)
At 31 August 2024	1,742	157	1,999	1,077	–	–	4,975
Net book amount
At 3 September 2022	23,609	1,687	1,138	1,742	–	68	28,244
At 2 September 2023	19,161	1,392	707	1,155	–	64	22,479
At 31 August 2024	2,068	–	–	32	–	–	2,100

The impairment of £210,000 in the year relates to the Animax business which lost its aquaculture contract and continues to face

challenges in its bolus business. The underperformance of the business has resulted in an impairment being recognised against

its non-current assets. This impairment has been recognised within administrative expenses in the consolidated income statement

and has been included as an adjusting item in note 5.

Transfers to property, plant and equipment relates to development expenditure being reclassified as assets to be used as property,

plant and equipment.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to cash-generating units that are

expected to benefit from the synergies of the combination.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

12 Goodwill and other intangible assets continued

The carrying value of goodwill has been allocated to the following cash-generating units:

	2024	2023
	£’000	£’000
Carrs Agriculture Ltd – UK feed blocks	2,068	2,068
Animal Feed Supplement, Inc.	–	20
Wälischmiller Engineering GmbH	–	4,009
NuVision Engineering, Inc.	–	8,654
NW Total Engineered Solutions Ltd	–	4,410
	2,068	19,161

Goodwill arising on the acquisition of overseas subsidiaries has been retranslated at the balance sheet date. Goodwill in respect of

Wälischmiller Engineering GmbH, NuVision Engineering, Inc. and NW Total Engineered Solutions Ltd was transferred at 31 August

2024 to assets included in a disposal group classified as held for sale (note 9). Goodwill in respect of Animal Feed Supplement, Inc.

has been released to the income statement in the current year following closure of the trading site the goodwill related to.

Goodwill is tested annually for impairment, or more frequently if there are indications that goodwill might be impaired. Goodwill at

the prior year end and goodwill at the current year end related to continuing operations is tested for impairment by estimating future

cash flows from the cash-generating units to which goodwill has been allocated and discounting those cash flows to their present

value. Each unit or group of units to which goodwill is allocated represents the lowest level within the entity at which the goodwill is

monitored for internal management purposes. The key assumptions in this calculation are the levels of future cash flows, particularly

in the perpetuity period, and the discount rate. Management estimates discount rates using pre-tax rates that reflect current market

assessments of the time-value of money and the risks specific to the cash-generating units. Cash flows are estimated using the most

recent performance information for the year to August 2025 and forecast information for the four years to August 2029 based on

medium-term business plans. Assumptions for long-term growth and pre-tax discount rates used to discount the forecast cash flows

for each specific cash-generating unit in both the current year and the prior year can be found in the tables on the following page

for significant cash-generating units. These assumptions are 2% (2023: range between 1.0% – 2.0%) for long-term growth and pre-tax

discount rate of 15.1% (2023: range between 14.14% – 15.59%).

Goodwill related to the Engineering Division (excluding the Chirton machining business) classified as discontinued operations has

been tested for impairment by comparing the carrying value of the cash-generating units within this disposal group to fair value less

costs to sell. In respect of goodwill and other intangible assets this includes the Walischmiller cash-generating unit, the NuVision

Engineering, Inc. cash-generating unit and the NW Total Engineered Solutions cash-generating unit. The results of tests performed

demonstrate significant headroom for these cash-generating units and it is considered that no reasonable change in the key

assumptions would cause the carrying amount of the cash-generating units to exceed the recoverable amount.

The Directors consider the assumptions adopted in calculating the cash flows to be consistent with historical performance and to be

reasonable given current market conditions.

Significant headroom exists for the Carrs Agriculture Ltd – UK feed blocks cash-generating unit and, based on the stress testing

performed, reasonable possible changes in the assumptions would not cause the carrying amount of the cash-generating unit to

equal or to exceed its recoverable amount.

Animax Ltd has been impacted by the loss of its aquaculture contract and continues to face challenges in its bolus business.

The underperformance of the business and expectations for future performance suggest the estimated recoverable amount

of Animax Ltd is below its asset's carrying value. This has resulted in the other intangible assets of the business with a remaining

carrying value of £0.2m being impaired in full at the year end. Goodwill relating to this cash-generating unit was fully impaired during

the prior year. In addition impairments of £1.9m and £0.1m have been recognised against property, plant and equipment and right-

of-use assets respectively reducing the carrying value of these assets to £1.2m and £nil at the year end. The remaining carrying value

of property, plant and equipment relates to the owned property where the net realisable value exceeds the carrying value. Further

details of the approach taken and the assumptions used in the impairment calculation for these non-current assets can be found in

note 13.

In the prior year an impairment was recognised against the carrying value of the goodwill in Animax Ltd (£1.7m) and a further

£0.3m impairment was recognised against the carrying value of its other intangible assets. In addition £1.8m was recognised as an

impairment against the carrying value of goodwill in the NW Total Engineered Solutions Ltd cash-generating unit. In both cases the

estimated recoverable amount of the cash-generating units was below the carrying value of the assets.

Amortisation and impairment charges are recognised within administrative expenses and have been highlighted separately within

adjusting items (note 5) where they relate to acquired intangible assets.

There is no goodwill or other intangible assets in the Company (2023: none).

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12 Goodwill and other intangible assets continued

Significant cash-generating units

The table below shows the key assumptions and inputs that have been used in the impairment testing for goodwill with a

significant carrying value together with sensitised assumptions required to eliminate the headroom.

				Pre-tax
		Annual	Pre-tax	discount
		growth in	discount	rate	Long-term	Cash flows
	Headroom	EBIT 1	rate	(sensitised) 2	growth rate	(sensitised) 3
Year ended 31 August 2024	£m	%	%	%	%	%
Cash-generating unit
Carrs Agriculture Ltd – UK feed blocks	32.2	15.1	15.1	96.4	2.0	(85.8)

1. Earnings before interest and tax. Annual growth in EBIT is calculated as the compounded annual growth rate over a period of three years commencing

from the year ended 31 August 2024.

2. Rate required to eliminate headroom.

3. Percentage reduction required to cash flows to eliminate headroom.

The table below shows the key assumptions and inputs that were used in the impairment testing for goodwill undertaken at the

prior year end. This table is presented for information purposes only and does not reflect current year assumptions or inputs.

				Pre-tax
		Annual	Pre-tax	discount		Long-term
		growth in	discount	rate	Long-term	growth rate	Cash flows
	Headroom	EBIT 4	rate	(sensitised) 5	growth rate	(sensitised) 5	(sensitised) 6
Year ended 2 September 2023	£m	%	%	%	%	%	%
Cash-generating unit
NuVision Engineering, Inc.	0.5	10.2	14.44	14.99	2.0	1.3	(4.5)
NW Total Engineered Solutions Ltd	–	23.9	15.59	N/A 7	2.0	N/A 7	N/A 7
Wälischmiller Engineering GmbH	0.3	34.5	14.66	14.81	2.0	1.8	(1.1)
Carrs Agriculture Ltd – UK feed blocks	14.1	4.8	14.94	26.09	2.0	(16.9)	(48.4)
Animax Ltd	–	–	14.14	N /A 7	1.0	N /A 7	N/A 7

4 Earnings before interest and tax. Annual growth in EBIT was calculated as the compounded annual growth rate over a period of three years commencing

from the year ended 2 September 2023. For the Animax Ltd cash-generating unit this calculation excluded the initial loss-making periods.

5 Rate required to eliminate headroom.

6 Percentage reduction required to cash flows to eliminate headroom.

7 For the NW Total Engineered Solutions Ltd CGU and the Animax Ltd CGU this sensitivity was not applicable because an impairment charge was already

recognised against these CGUs.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

13 Property, plant and equipment

			Group			Company
			Assets in the
	Land and	Plant and	course of			Plant and
	buildings	equipment	construction		Total	equipment
	£’000	£’000	£’000		£’000	£’000
Cost
At 4 September 2022	29,802	35,968	2,245	68,015		304
Exchange differences	(775)	(1,471)	(96)	(2,342)		–
Additions	876	1,633	643	3,152		28
Transfers to investment property	(4,080)	–	–	(4,080)		–
Transfers from right-of-use assets	–	524	–	524		–
Disposals	(1)	(308)	–	(309)		–
Reclassifications	144	1,707	(1,294)	557		–
At 2 September 2023	25,966	38,053	1,498	65,517		332
Exchange differences	(422)	(656)	(38)	(1,116)		–
Additions	393	1,680	2,077	4,150		8
Transfers from other intangible assets	227	–	–	227		–
Transfers from inventories	–	35	–		35	–
Disposals	(39)	(1,927)	(10)	(1,976)		–
Reclassifications	(3)	2,090	(2,087)		–	–
Transferred to assets held for sale	( 17,904)	(19,306)	(408)	(37,	61 8)	–
At 31 August 2024	8,218	19,969	1,032	29,219		340
Accumulated depreciation and impairment
At 4 September 2022	9,637	25,174	–	34,811		216
Exchange differences	(261)	(1,057)	–	(1,318)		–
Charge for the year	878	2,145	–	3,023		30
Transfers to investment property	(1,447)	–	–	(1,447)		–
Transfers from right-of-use assets	–	111	–	111		–
Disposals	(1)	(169)	–	(170)		–
Reclassifications	–	557	–	557		–
At 2 September 2023	8,806	26,761	–	35,567		246
Exchange differences	(151)	(503)	–	(654)		–
Charge for the year	807	2,024	–		2,831	32
Impairment during the year	–	1,170	736		1,906	–
Disposals	(4)	(1,918)	–		(1,922)	–
Reclassifications	2	(2)	–		–	–
Transferred to assets held for sale	(6,500)	(11,909)	–		(18,409)	–
At 31 August 2024	2,960	15,623	736		19,319	278
Net book amount
At 3 September 2022	20,165	10,794	2,245		33,204	88
At 2 September 2023	17,160	11,292	1,498		29,950	86
At 31 August 2024	5,258	4,346	296		9,900	62

The impairment of £1,906,000 in the year relates to the Animax business which lost its aquaculture contract and continues to face

challenges in its bolus business. The underperformance of the business has resulted in an impairment being recognised against

its non-current assets. This impairment has been recognised within administrative expenses in the consolidated income statement

and has been included as an adjusting item in note 5.

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13 Property, plant and equipment continued

Testing for impairment of property and testing for impairment of plant and equipment within the Animax business were undertaken

separately.

The estimated recoverable amount of plant and equipment is below the carrying value of the assets and therefore plant and

equipment has been impaired by £1.9m down to a carrying value of £nil. The estimated recoverable amount of property is in excess

of the carrying value of £1.2m and therefore no impairment has been recognised.

For the purposes of testing plant and equipment the recoverable amount has been determined based on value in use using

estimated future cash flows and discounting those cash flows to their present value. Key assumptions in this calculation are the

levels of future cash flows, particularly in the perpetuity period, and the discount rate. Management estimates discount rates using

pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the cash-generating unit.

Cash flows are estimated using the most recent performance information for the year to August 2025 and forecast information for

the four years to August 2029 based on medium-term business plans. A long-term growth rate of 0% and a pre-tax discount rate of

11.3% has been assumed.

For the purposes of testing property the recoverable amount has been determined based on fair value less costs to sell using

valuations from independent professionally qualified valuers. These valuations have been based on observable market prices (fair

value hierarchy level 2 inputs) for recently sold comparable property.

Transfers from other intangible assets relates to capitalised development expenditure being reclassified as assets to be used as

property, plant and equipment.

Transfers to investment property in the prior year relate to properties leased by companies in the continuing Group to Carrs

Billington Agriculture (Sales) Ltd which were reclassified as investment properties when the company was sold on 26 October 2022.

Transfers from right-of-use assets represent finance leased assets that became owned assets on maturity of the lease term.

Freehold land owned by continuing operations amounting to £0.2m (2023 continuing operations: £0.2m) has not been depreciated.

Depreciation is recognised within the consolidated income statement as shown below:

	Group		Company
		2023
	2024	(restated)	2024	2023
	£’000	£’000	£’000	£’000
Cost of sales	810	1,097	–	–
Administrative expenses	454	417	32	30
Discontinued operations	1,567	1,509	–	–
	2,831	3,023	32	30

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

14 Right-of-use assets and lease liabilities

Amounts recognised in the balance sheet

The balance sheet shows the following amounts relating to leases:

		Group		Company
	Land and	Plant, equipment		Plant, equipment
	buildings	and vehicles	Total	and vehicles
Lease assets	£’000	£’000	£’000	£’000
Cost
At 4 September 2022	6,862	4,757	11,619	576
Exchange differences	(106)	(9)	(115)	–
Additions	–	559	559	72
Modifications	294	1	295	–
Transfers to property, plant and equipment	–	(524)	(524)	–
Disposals	(157)	(203)	(360)	(38)
At 2 September 2023	6,893	4,581	11,474	610
Exchange differences	(50)	(12)	(62)	–
Additions	3,093	375	3,468	167
Modifications	–	351	351	–
Disposals	–	(756)	(756)	(569)
Transferred to assets held for sale	(9,526)	(3,344)	(12,870)	–
At 31 August 2024	410	1,195	1,605	208
Accumulated depreciation and impairment
At 4 September 2022	2,139	1,257	3,396	240
Exchange differences	(91)	(4)	(95)	–
Charge for the year	703	605	1,308	127
Transfers to property, plant and equipment	–	(111)	(111)	–
Disposals	(149)	(198)	(347)	(38)
At 2 September 2023	2,602	1,549	4,151	329
Exchange differences	(52)	(3)	(55)	–
Charge for the year	756	555	1,311	71
Impairment during the year	–	63	63	–
Disposals	–	(486)	(486)	(356)
Transferred to assets held for sale	(3,117)	(918)	(4,035)	–
At 31 August 2024	189	760	949	44
Net book amount
At 3 September 2022	4,723	3,500	8,223	336
At 2 September 2023	4,291	3,032	7,323	281
At 31 August 2024	221	435	656	164

The impairment of £63,000 in the year relates to the Animax business which lost its aquaculture contract and continues to face

challenges in its bolus business. The underperformance of the business has resulted in an impairment being recognised against

its non-current assets. This impairment has been recognised within administrative expenses in the consolidated income statement

and has been included as an adjusting item in note 5. Further details of the approach taken and the assumptions used in the

impairment calculation for these non-current assets can be found in note 13.

Transfers to property, plant and equipment represent finance leased assets that became owned assets on maturity of the

lease term.

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14 Right-of-use assets and lease liabilities continued

	Group		Company
	2024	2023	2024	2023
Lease liabilities	£’000	£’000	£’000	£’000
Current liabilities	267	1,264	49	126
Non-current liabilities	448	5,559	118	167
	715	6,823	167	293

The remaining contractual maturities of the lease liabilities, which are gross and undiscounted, are as follows:

	Group		Company
	2024	2023	2024	2023
Lease liabilities	£’000	£’000	£’000	£’000
Less than one year	291	1,446	56	139
One to two years	180	1,344	51	126
Two to three years	114	848	43	29
Three to four years	73	577	27	7
Four to five years	48	509	13	–
More than five years	62	4,235	–	–
	768	8,959	190	301

Amounts recognised in the income statement

The income statement shows the following amounts relating to leases:

	Continuing Group		Company
		2023
	2024	(restated)	2024	2023
	£’000	£’000	£’000	£’000
Depreciation	327	387	71	127
Impairment charge	63	–	–	–
(Profit)/loss on disposal	(13)	3	(20)	–
Interest expense	33	32	9	8
	410	422	60	135

Amounts in respect of short-term leases and low-value assets are immaterial and have therefore not been included in the table

above. There is no expense recognised in the income statement in respect of variable lease payments that are not included in the

measurement of the lease liabilities.

The total continuing Group cash outflow for leases was £355,000 (2023: continuing Group restated £399,000). The total Company

cash outflow for leases was £70,000 (2023: £131,000).

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

15 Investment property

	Total
Group	£’000
Cost
At 4 September 2022	155
Transfers from property, plant and equipment	4,080
At 2 September 2023	4,235
Disposals	(65)
Transferred to assets held for sale	(3,569)
At 31 August 2024	601
Accumulated depreciation
At 4 September 2022	81
Charge for the year	67
Transfers from property, plant and equipment	1,447
At 2 September 2023	1,595
Charge for the year	67
Disposals	(37)
Transferred to assets held for sale	(1,340)
At 31 August 2024	285
Net book amount
At 3 September 2022	74
At 2 September 2023	2,640
At 31 August 2024	316

In the prior year transfers from property, plant and equipment of £4,080,000 (cost) and £1,447,000 (accumulated depreciation)

related to properties leased by companies in the continuing Group to Carrs Billington Agriculture (Sales) Ltd which were

reclassified as investment properties when the company was sold on 26 October 2022.

The fair value of investment properties at 31 August 2024 is £1,375,000 (2023: £5,645,000). Investment properties were valued by

independent professionally qualified valuers in April 2022, June 2022 and, for one property held at the prior year end, October 2016.

The Directors are satisfied that there has been no significant change in fair value since that date.

There is no investment property in the Company (2023: none).

Details of income and expenses included within Group operating profit in respect of investment property can be found in note 4.

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16 Investments

	Joint	Other
	ventures	investments	Total
Group	£’000	£’000	£’000
Cost
At 4 September 2022	6,065	41	6,106
Exchange difference	(498)	(3)	(501)
Share of post-tax result	1,441	–	1,441
Dividend paid by joint ventures	(907)	–	(907)
Disposals		(2)	(2)
At 2 September 2023	6,101	36	6,137
Exchange difference	(232)	(1)	(233)
Share of post-tax result	1,374	–	1,374
Dividend paid by joint ventures	(955)	–	(955)
At 31 August 2024	6,288	35	6,323
Accumulated provision for impairment
At 4 September 2022, at 2 September 2023 and at 31 August 2024	–	9	9
Net book amount
At 3 September 2022	6,065	32	6,097
At 2 September 2023	6,101	27	6,128
At 31 August 2024	6,288	26	6,314

Other investments comprise shares in several private limited companies.

	Shares in	Joint
	subsidiaries	ventures	Total
Company	£’000	£’000	£’000
Cost
At 4 September 2022	39,012	172	39,184
Capital contribution	817	–	817
Share-based payment credit in respect of employees of subsidiary undertakings	(203)	–	(203)
At 2 September 2023	39,626	172	39,798
Capital contribution	186	–	186
Share-based payment charge in respect of employees of subsidiary undertakings	73	–	73
Transferred to assets held for sale	(16,829)	–	(16,829)
At 31 August 2024	23,056	172	23,228
Accumulated provision for impairment
At 4 September 2022 and at 2 September 2023	4,869	–	4,869
Impairment during the year	1,593	–	1,593
Transferred to assets held for sale	(3,921)	–	(3,921)
At 31 August 2024	2,541	–	2,541
Net book amount
At 3 September 2022	34,143	172	34,315
At 2 September 2023	34,757	172	34,929
At 31 August 2024	20,515	172	20,687

Amounts transferred to assets held for sale is the Company's cost of investment in Carr's Engineering Ltd and Carr's Engineering

(US), Inc. and, in respect of the prior year, was the Company’s cost of investment in Carrs Billington Agriculture (Sales) Ltd and Carrs

Billington Agriculture (Operations) Ltd.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

16 Investments continued

The capital contribution in both years relates to the difference between the face value of an interest-free loan provided to a

subsidiary and the amount initially recognised in accordance with IFRS 9.

During the year an impairment charge of £1.6m was recognised against the investment in Afgritech. The carrying value carried

forward is the amount expected to be recovered from the collection of receivables, after settlement of liabilities, following the

closure of the business and sale of certain assets post year end.

17 Investment in associate

The associated undertaking Carrs Billington Agriculture (Operations) Ltd was disposed of on 26 October 2022. Prior to this date the

investment in associate was:

Group and Company

	Proportion of
	shares held
	Ordinary	Country of	Country of
Name	%	incorporation	operation	Activity
Carrs Billington Agriculture (Operations) Ltd	49	England	UK	Manufacture of animal feed

The investment in Carrs Billington Agriculture (Operations) Ltd was held directly by the Company. The registered office of Carrs

Billington Agriculture (Operations) Ltd is Cunard Building, Water Street, Liverpool L3 1EL.

The Group did not have the ability to control the financial and operating policies of the associate. The Group had a 49%

shareholding and a 33% representation on the Board of Directors of Carrs Billington Agriculture (Operations) Ltd prior to disposal on

26 October 2022. The associate was accounted for using the equity method. The Group’s share of its post-tax results are included

within profit for the year from discontinued operations in the prior year (note 9). The aggregate amounts relating to the associate, of

which the Group recognised 49%, were:

	2024	2023
	£’000	£’000
Revenues	–	23,869
Profit after tax	–	772

18 Interest in joint ventures

The joint ventures at 31 August 2024 are:

Group

	Equity interest
	held	Country of	Country of
Name	%	incorporation	operation	Activity
Crystalyx Products GmbH	50	Germany 1	Germany	Manufacture of animal feed blocks
Gold-Bar Feed Supplements LLC	50	USA 2	USA	Manufacture of animal feed blocks
ACC Feed Supplement LLC	50	USA 3	USA	Manufacture of animal feed blocks
Silloth Storage Company Ltd	50	England 4	UK	Storage of molasses

1. Registered Office address: Industrieweg 110, 48155 Munster, Germany.

2. Registered Office address: 783 Eagle Boulevard, Shelbyville, Tennessee 37160, USA.

3. Registered Office address: 5101 Harbor Drive, Sioux City, Iowa 51111, USA.

4. Registered Office address: 5c Business Park, 1 Concorde Drive, Clevedon, Bristol BS21 6UH.

Crystalyx Products GmbH and Silloth Storage Company Ltd have a 31 December accounting year end. Joint ventures are

accounted for using the equity method.

The Company directly holds the interest in Crystalyx Products GmbH. Animal Feed Supplement, Inc. directly holds the interest in

Gold-Bar Feed Supplements LLC and ACC Feed Supplement LLC. Carrs Agriculture Ltd directly holds the interest in Silloth Storage

Company Ltd.

The joint venture Bibby Agriculture Ltd was disposed of on 26 October 2022 and is therefore not included in the table above. Its

principal activity was that of the sale of agricultural products. The 50% equity shareholding was held directly by Carrs Billington

Agriculture (Sales) Ltd, which was also disposed of on 26 October 2022. Bibby Agriculture Ltd is incorporated in England and its

registered office address is 16 Montgomery Way, Rosehill Industrial Estate, Carlisle, Cumbria CA1 2UY. The Group’s share of its post-

tax results were included within profit for the year from discontinued operations in the prior year (note 9).

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18 Interest in joint ventures continued

At the year end the joint ventures had capital commitments of £nil (2023: £252,000). No contingent liabilities exist within the

joint ventures.

The aggregate amounts included in the financial statements relating to the Group’s share of joint ventures are:

	2024	2023
	£’000	£’000
Non-current assets	5,338	4,607
Current assets	4,342	4,372
Current liabilities	(2,302)	(2,756)
Non-current liabilities	(1,107)	(139)
Income	24,466	32,319
Expenses	(22,830)	(30,494)
Net finance cost	(130)	(107)

Goodwill of £17,000 arose on the investment in Silloth Storage Company Ltd. This is included in the carrying amount of the Group’s

interest in joint ventures and is not shown as a separate asset.

19 Investment in subsidiary undertakings

		Ordinary
	Company	Shares
	registration	held		Country of	Country of
Name	number 9	%		incorporation	operation	Activity
Carrs Agriculture Ltd 9	00480342	100	England	1	UK	Manufacture of animal feed/mineral
						blocks and ingredients of animal
						feed
Animal Feed Supplement, Inc.		100	USA 2		USA	Manufacture of animal feed blocks
Carr’s Supplements (NZ) Ltd		100	New Zealand 3		New Zealand	Distributor of animal feed blocks
Carr’s Engineering Ltd		100	England 1		UK	Engineering
Wälischmiller Engineering GmbH		100	Germany 4		Germany	Engineering
Carr’s Engineering (US), Inc.		100	USA 5		USA	Holding company
NuVision Engineering, Inc.		100	USA 5		USA	Engineering
Carrs Properties Ltd 9	00088157	100	England 1		UK	Property holding
Carr’s International Finance Ltd 9	10888476	100	England 1		UK	Finance company
Animax Ltd 9	01604213	100	England 6		UK	Manufacture of animal health
						products
Carr’s Supplements (ROI) Ltd		100	Ireland 7		Ireland	Distributor of animal feed blocks
						and health products
Afgritech Ltd 9	05259304	100	England	1	UK	Holding company
Afgritech LLC		100	USA 8		USA	Producers of ingredients of animal
						feed 10
NW Total Engineered Solutions Ltd 9	02953309	100	England	1	UK	Engineering

1. Registered Office address: Warwick Mill Business Centre, Warwick Bridge, Carlisle, Cumbria CA4 8RR.

2. Registered Office address: 101 Roanoke Avenue, Poteau, Oklahoma 74953, USA.

3. Registered Office address: 151 Burnett Street, Ashburton, 7700, New Zealand.

4. Registered Office address: Schießstattweg 16, 88677 Markdorf, Germany.

5. Registered Office address: 2403 Sidney Street, Suite 700, Pittsburgh, Pennsylvania 15203, USA.

6. Registered Office address: Shepherds Grove West, Stanton, Bury St Edmunds, Suffolk IP31 2AR.

7. Registered Office address: Trinity House, Charleston Road, Ranelagh, Dublin 6, Ireland.

8. Registered Office address: C T Corporation System, 28 Liberty Street, New York, NY 10005, USA.

9. UK subsidiaries that have taken advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 August

2024. The Company will guarantee the debts and liabilities of the above UK subsidiary undertakings at the balance sheet date in accordance with

section 479C of the Companies Act 2006. The Company has assessed the probability of loss under the guarantee as remote.

10. Activity of the subsidiary during the year. The business was closed on 31 October 2024 with the assets of the business sold on 1 November 2024 .

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

19 Investment in subsidiary undertakings continued

Dormant subsidiaries are listed on page 214 of this Annual Report and Accounts.

Investments in the subsidiaries listed above are held directly by the Company with the following exceptions: Carr’s Engineering Ltd

holds 100% of the investment in Wälischmiller Engineering GmbH and NW Total Engineered Solutions Ltd; Carrs Agriculture Ltd

holds 100% of the investment in Carr’s Supplements (NZ) Ltd and Animax Ltd; Carr’s Engineering (US), Inc. holds 100% of the

investment in NuVision Engineering, Inc.; and Afgritech Ltd holds 100% of the investment in Afgritech LLC.

Since the year end the trade and certain assets of Afgritech LLC have been sold. The trading results of this business have been

recognised as discontinued operations in the income statement in the current year and in the restated comparatives. The assets

sold have been classified on the balance sheet as assets held for sale at the year end (note 9).

The subsidiary company Carrs Billington Agriculture (Sales) Ltd was disposed of on 26 October 2022 and is therefore not included in

the table above. The parent Company held 51% of the ordinary shares in the company and its principal activity was that of an agricultural

retailer. The company is incorporated in England and its registered office address is 16 Montgomery Way, Rosehill Industrial Estate,

Carlisle, Cumbria CA1 2UY. Results were included within profit for the year from discontinued operations in the prior year (note 9).

Non-controlling interests in subsidiary undertakings

The following tables summarise the information relating to Carrs Billington Agriculture (Sales) Ltd, where there was a material

non-controlling interest. The amounts presented are before inter-company eliminations with other companies within the Group.

The non-controlling interest in the subsidiary was 49% in the prior year.

There are no balances in the balance sheet at either the current or prior year end in respect of Carrs Billington Agriculture (Sales) Ltd.

	2024	2023
Income statement and statement of comprehensive income	£’000	£’000
Revenue	–	54,270
Loss after tax	–	(1,180)
Loss after tax allocated to non-controlling interest	–	(578)

There is no other comprehensive income in the prior year.

	2024	2023
Statement of cash flows	£’000	£’000
Cash flows from operating activities	–	(2,492)
Cash flows from investment activities	–	(487)
Cash flows from financing activities	–	(9,669)
Net decrease in cash and cash equivalents	–	(12,648)

No dividends were paid in the prior year.

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20 Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

	2024	2023
Group	£’000	£’000
Accelerated tax depreciation	(1,130)	(3,266)
Employee benefits	(452)	(1,329)
Short-term timing differences	618	135
Leases	–	158
Losses	1,149	483
Rolled over capital gains	–	(602)
Net deferred tax	185	(4,421)
Included in:
Deferred tax assets	208	26
Deferred tax liabilities	(23)	(4,447)
Net deferred tax	185	(4,421)

Deferred tax net assets/(liabilities) are expected to reverse after more than one year from the balance sheet date. Tax of £38,000

(2023: £41,968) in respect of tax losses has not been recognised as a deferred tax asset in the Group balance sheet.

Movement in deferred tax during the year

				Recognised
			Recognised	in other
	At 3 September	Exchange	in income	comprehensive	Recognised in	Transferred to	At 31 August
	2023	differences	statement	income	equity	disposal group	2024
	£’000	£’000	£’000	£’000	£’000	£'000	£’000
Accelerated tax depreciation	(3,266)	20	308	–	–	1,808	(1,130)
Employee benefits	(1,329)	–	774	103	–	–	(452)
Short-term timing differences	135	(40)	(1)	178	14	332	618
Leases	158	–	(4)	–	–	(154)	–
Losses	483	–	666	–	–	–	1,149
Rolled over capital gains	(602)	–	(16)	–	–	618	–
	(4,421)	(20)	1,727	281	14	2,604	185

Amounts recognised in equity comprise deferred tax related to share-based payments.

Movement in deferred tax during the prior year

				Recognised
			Recognised	in other		Included in
	At 4 September	Exchange	in income	comprehensive	Recognised in	discontinued	At 2 September
	2022	differences	statement	income	equity	operations	2023
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Accelerated tax depreciation	(3,676)	80	330	–	–	–	(3,266)
Employee benefits	(1,707)	–	(137)	515	–	–	(1,329)
Short-term timing differences	490	(70)	(874)	341	(4)	252	135
Leases	162	–	(4)	–	–	–	158
Losses	498	–	(15)	–	–	–	483
Rolled over capital gains	(602)	–	–	–	–	–	(602)
	(4,835)	10	(700)	856	(4)	252	(4,421)

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

20 Deferred tax assets and liabilities continued

	2024	2023
Company	£’000	£’000
Accelerated tax depreciation	17	17
Employee benefits	(452)	(1,329)
Short-term timing differences	52	42
Losses	1,104	415
Net deferred tax	721	(855)
Included in:
Deferred tax assets	721	–
Deferred tax liabilities	–	(855)
Net deferred tax	721	(855)

The Company has no unrecognised tax losses (2023: none).

Movement in deferred tax during the year

			Recognised
		Recognised	in other
	At 3 September	in income	comprehensive	Recognised		At 31 August
	2023	statement	income	in equity 2024
	£’000	£’000	£’000	£’000	£’000
Accelerated tax depreciation	17	–	–	–	17
Employee benefits	(1,329)	774	103	–	(452)
Short-term timing differences	42	(2)	–	12	52
Losses	415	689	–	–	1,104
	(855)	1,461	103	12	721

Amounts recognised in equity comprise deferred tax related to share-based payments.

Movement in deferred tax during the prior year

			Recognised
		Recognised	in other
	At 4 September	in income	comprehensive	Recognised		At 2 September
	2022	statement	income	in equity 2023
	£’000	£’000	£’000	£’000	£’000
Accelerated tax depreciation	20	(3)	–	–	17
Employee benefits	(1,707)	(137)	515	–	(1,329)
Short-term timing differences	104	(58)	–	(4)	42
Losses	402	13	–	–	415
	(1,181)	(185)	515	(4)	(855)

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21 Inventories

	2024	2023
Group	£’000	£’000
Raw materials and consumables	5,825	16,664
Work in progress	49	2,055
Finished goods and goods for resale	6,188	7,89	4
	12,062	26,613

Inventories are stated after a provision for impairment of £207,000 (2023: £646,000). The amount recognised as an expense in the

year in respect of the write-down of inventories is £42,000 (2023 continuing operations restated: £9,000). The amount recognised as

a credit in the year in respect of reversals of write-downs of inventories is £30,000 (2023 continuing operations restated: £152,000)

and the amount utilised in the year was £nil (2023 continuing operations: £80,000).

The cost of inventories recognised as an expense and included in cost of sales is £60,773,000 (2023 continuing operations restated:

£67,016,000).

The Company has no inventories (2023: none).

22 Contract balances

The timing of revenue recognition, billings and cash collection results in trade receivables (billed amounts), contract assets

(unbilled amounts) and customer advances and deposits (contract liabilities) on the Group’s balance sheet. For services in

which revenue is earned over time, amounts are billed in accordance with contractual terms, either at periodic intervals or upon

achievement of contractual milestones. The timing of revenue recognition is measured in accordance with the progress of delivery

on a contract which could either be in advance or in arrears of billing, resulting in either a contract asset or a contract liability.

	2024	2023
Contract assets	£’000	£’000
At the beginning of the year	7,9 1 5	7,8 8 0
Exchange differences	(73)	(138)
Transfers from contract assets recognised at the beginning of the year to receivables	(6,882)	(6,335)
Increase related to services provided in the year	8,260	6,508
Transferred to assets held for sale	(9,220)	–
At the end of the year	–	7,9 1 5

	2024	2023
Contract liabilities	£’000	£’000
At the beginning of the year	5,194	2,426
Exchange differences	(64)	(95)
Revenue recognised against contract liabilities at the beginning of the year	(4,158)	(2,372)
Increase due to cash received, excluding any amounts recognised as revenue during the year	4,027	5,235
Transferred to liabilities held for sale	(4,999)	–
At the end of the year	–	5,194

The Group has assessed expected credit losses and the loss allowance for contract balances as immaterial. The Company has no

contract assets or contract liabilities (2023: none).

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

23 Trade and other receivables

	Group			Company
			2023		2023
	2024		(restated) 1	2024	(restated) 2
	£’000		£’000	£’000	£’000
Current:
Trade receivables	6,075	17,38	5	209	895
Less: provision for impairment of trade receivables	(82)		(290)	–	–
Trade receivables – net	5,993		1 7,095	209	895
Amounts owed by Group undertakings (note 35)	–		–	4,303	3,959
Amounts owed by other related parties (note 35)	204		15	–	2
Other taxes and social security receivable	572		741	–	–
Return assets	1,885		2,302	–	–
Other receivables	939		4,538	774	4,355
Prepayments	759		2,203	193	394
	10,352		26,894	5,479	9,605
Non-current:
Amounts owed by Group undertakings (note 35)	–		–	32,389	32,797
Other receivables	–		21	–	–
	–		21	32,389	32,797

1 See note 37 for an explanation of the prior year restatement.

2 Restated to reclassify the group taxation relief asset of £639,000 from current tax assets to amounts owed by Group undertakings.

Other receivables at the prior year end for both the Group and the parent Company includes £4.0m deferred consideration in

respect of the disposal of the Carr's Billington Agricultural business, which was deferred until the first anniversary of the disposal

date. This was received during the current year.

The movement in the provision for impaired trade receivables consists of increases for additional provisions offset by receivables

written off and unused provision released back to the consolidated income statement. The provision is utilised when there is no

expectation of recovering additional cash.

During the year, for continuing operations, a credit of £17,000 (2023 restated: a credit of £11,000) has been recognised within

administrative expenses in the consolidated income statement and £nil (2023 restated: £nil) has been utilised in respect of the

movement in provision for impairment of trade receivables.

For all other receivables presented above, the Group has assessed expected credit losses and the loss allowance as immaterial.

There are no interest-bearing, non-trading amounts owed by Group undertakings within current trade and other receivables in

either the current or prior period.

Interest-bearing, non-trading amounts owed by Group undertakings within non-current receivables carry interest at 4.50%, 6.25%,

Bank of England base rate + 2.50% or Bank of England base rate + 1.5%. There is one non-interest bearing loan with a face value of

£7.4m which is recognised at fair value based on a market rate of interest. These interest-bearing and non-interest bearing amounts

are unsecured and have remaining terms of 1.3 – 4.4 years.

	2024			2023
	Gross	Impairment	Gross	Impairment
Group	£’000	£’000	£’000	£’000
The ageing of trade receivables is as follows:
Not past due	4,785	–	13,249	(57)
Past due 1 – 30 days	363	–	2,065	–
Past due 31 – 60 days	(26)	–	677	–
Past due 61 – 90 days	267	–	324	(15)
Past due 91 – 120 days	25	–	522	(8)
Past 121 days	661	(82)	548	(210)
	6,075	(82)	1 7, 3 85	(290)

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23 Trade and other receivables continued

		2024		2023
	Gross	Impairment	Gross	Impairment
Company	£’000	£’000	£’000	£’000
The ageing of trade receivables is as follows:
Not past due	10	–	317	–
Past due 1 – 30 days	8	–	67	–
Past due 31 – 60 days	1	–	52	–
Past due 61 – 90 days	1	–	75	–
Past due 91 – 120 days	3	–	384	–
Past 121 days	186	–	–	–
	209	–	895	–

In relation to trade receivables, the major source of estimation uncertainty is the recoverable value of those receivables.

The judgements applied to this include the credit quality of customers, taking into account their financial positions, past

experiences and other relevant factors. Individual customer credit limits are imposed based on these factors, and provisions

for impairment are made using those judgements. Provisions for impairment are reviewed monthly by divisional management.

Trade receivables are assessed by management for credit risk and are considered past due when a counterparty has failed to

make a payment when that payment was contractually due. Management assesses trade receivables that are past the contracted

due date by the ageing periods as presented in the tables above, consistent with how it views the credit risk of trade receivables.

A default is determined to have occurred if the Group becomes aware of evidence that it will not receive all contractual cash flows

that are due.

The maximum exposure to credit risk at the year end is the carrying value, net of provision for impairment, of each receivable.

The Group and Company do not hold any significant collateral as security (2023: none).

	Group		Company
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
The carrying value of trade receivables is denominated in the following currencies:
Sterling	3,755	12,329	209	895
US Dollar	1,146	2,303	–	–
Euro	334	1,669	–	–
New Zealand Dollar	758	794	–	–
	5,993	17,095	209	895

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

24 Cash and cash equivalents and bank overdrafts

		Group		Company
	2024		2023	2024	2023
	£’000		£’000	£’000	£’000
Cash and cash equivalents per the balance sheet	13,714		23,123	7,607	13,443
Cash and cash equivalents of disposal groups classified as assets held for sale (note 9)	4,802		–	–	–
Bank overdrafts (note 26)	(2,670)		(12,354)	–	–
Bank overdrafts of disposal groups classified as liabilities held for sale	( 7,91	6)	–	–	–
Cash and cash equivalents per the statement of cash flows		7,930	10,769	7,607	13,443

25 Trade and other payables

	Group		Company
		2023
	2024	(restated) 1	2024	2023
	£’000	£’000	£’000	£’000
Current:
Trade payables	4,727	8,232	335	588
Amounts owed to Group undertakings (note 35)	–	–	914	809
Amounts owed to other related parties (note 35)	20	44	–	–
Other taxes and social security payable	676	2,036	561	877
Other payables	2,155	3,392	167	170
Accruals	3,076	4,802	1,404	948
Deferred income	53	352	–	–
	10,707	18,858	3,381	3,392
Non-current:
Deferred income	–	71	–	–
	–	71	–	–

1 See note 37 for an explanation of the prior year restatement.

Amounts owed to Group undertakings and other related parties are interest-free, unsecured and repayable on demand.

Deferred income includes deferred rental income of £53,000 (current: £53,000; non-current: £nil) (2023: £400,000 (current: £347,000;

non-current: £53,000)) which was agreed with the Billington Group as part of the sale process of the Carr's Billington Agricultural

business. It also includes government grants as follows:

	Group		Company
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
At the beginning of the year	23	28	–	–
Amortisation in the year	(16)	(5)	–	–
Transferred to liabilities held for sale	(7)	–	–	–
At the end of the year	–	23	–	–
Included within:
Current liabilities	–	5	–	–
Non-current liabilities	–	18	–	–
	–	23	–	–

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26 Borrowings

	Group		Company
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
Current:
Bank overdrafts	2,670	12,354	–	–
Bank loans	94	1,360	–	–
Loans from Group undertakings (note 35)	–	–	1,580	2,125
	2,764	13,714	1,580	2,125
Non-current:
Bank loans and other borrowings	2,913	5,206	2,913	4,697
	2,913	5,206	2,913	4,697
Borrowings are repayable as follows:
On demand or within one year	2,764	13,714	1,580	2,125
In the second year	–	5,206	–	4,697
In the third to fifth years inclusive	2,913	–	2,913	–
	5,677	18,920	4,493	6,822

Group and Company borrowings are shown in the balance sheet net of arrangement fees of £88,000 (2023: £44,000) of which £nil

(2023: £nil) is deducted from current liabilities and £88,000 (2023: £44,000) is deducted from non-current liabilities.

	Group		Company
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
The net borrowings are:
Borrowings as above	5,677	18,920	4,493	6,822
Cash and cash equivalents	(13,714)	(23,123)	(7,607 )	(13,443)
Net cash	(8,037)	(4,203)	(3,114)	(6,621)

The Company, together with certain subsidiaries, acts as guarantor on the bank loans.

Interest-bearing loans from Group undertakings within current borrowings carry interest at 4.50%.

Bank loans are repayable by instalments and the overdraft is repayable on demand.

Non-current bank loans and other borrowings includes a drawn down revolving credit facility of £3.0m (2023: £4.7m) which is

repayable in December 2026. At the year end the Group had £23.6m of undrawn revolving credit facilities (2023: £21.9m).

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188

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

27 Derivatives and other financial instruments

The Group’s activities expose it to a variety of financial risks. The Board reviews and agrees policies for managing its risk.

These policies have remained unchanged throughout the year.

Currency rate risk – financial instruments by currency

The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar and

the Euro. Foreign exchange risk arises when future commercial transactions, or recognised assets or liabilities, are denominated in

a currency that is not the entity's functional currency.

The table below discloses balances across the Group that are denominated in a currency other than that entity's functional

currency. Inter-company balances have been excluded from the table.

			2024					2023
		US		NZ			US		NZ
	Sterling	Dollar	Euro	Dollar	Total	Sterling	Dollar	Euro	Dollar	Total
Group	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Assets
Current trade and other receivables	–	53	217	–	270	33	1	20	–	54
Cash and cash equivalents	137	569	490	3	1,199	601	1,110	798	3	2,512
	137	622	707	3	1,469	634	1,111	818	3	2,566
Liabilities
Current derivatives	–	–	–	–	–	–	4	–	–	4
Current trade and other payables	–	7	12	10	29	1	(11)	55	17	62
	–	7	12	10	29	1	(7)	55	17	66

The table below discloses balances in the Company's balance sheet that are denominated in a currency other than the Company's

functional currency.

		2024			2023
	US Dollar	Euro	Total	US Dollar	Euro	Total
Company	£’000	£’000	£’000	£’000	£’000	£’000
Assets
Non-current receivables	15,175	5,909	21,084	15,776	6,009	21,785
Current trade and other receivables	1,404	70	1,474	1,160	9	1,169
Cash and cash equivalents	348	9	357	740	535	1,275
	16,927	5,988	22,915	1 7,676	6,553	24,229
Liabilities
Current borrowings	228	1,353	1,581	237	1,889	2,126
	228	1,353	1,581	237	1,889	2,126

Other taxes and social security receivable and prepayments are excluded from trade and other receivables in the tables above as

they are not financial instruments. For this same reason, other taxes and social security payable is excluded from trade and other

payables. Deferred income is excluded as it is not a financial liability.

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27 Derivatives and other financial instruments continued

Sensitivity analysis

The impact of a 10% weakening or strengthening in Sterling against balances across the Group that are denominated in a currency

other than that entity's functional currency is shown in the table below.

	2024		2023 (restated)
	10%	10%	10%	10%
	weakening	strengthening	weakening	strengthening
Continuing operations	£’000	£’000	£’000	£’000
Impact on loss after taxation	(122)	100	(160)	133
Impact on total equity	(122)	100	(160)	133

This sensitivity analysis is not an indication of actual results, which may materially differ. For the purposes of this sensitivity analysis

all other variables have been held constant.

Interest rate risk

The Group finances its operations through a mixture of retained earnings and bank borrowings. The Group borrows in the desired

currencies at fixed and floating rates of interest.

	2024			2023
	Weighted		Weighted
	average		average
	effective		effective
	interest rate		interest rate
Group borrowings	%	£’000	%	£’000
Bank overdrafts	6.70	2,670	6.98	12,354
Bank loans and other borrowings	6.70	3,007	6.56	6,566
		5,677		18,920
Fixed rate		–		834
Floating rate		5,677		18,086
		5,677		18,920

The Group’s floating rate financial liabilities bear interest determined as follows:

Bank overdrafts US prime rate + 1.0% margin; US prime rate; Bank of England base rate + 1.7% margin

Bank loans and other borrowings Bank of England base rate + 1.67%; Wall Street Journal prime rate – 1%

	2024			2023
	Weighted		Weighted
	average		average
	effective		effective
	interest rate		interest rate
Company borrowings	%	£’000	%	£’000
Bank loans	6.67	2,913	6.92	4,697
Loans from Group undertakings	3.85	1,580	4.00	2,125
		4,493		6,822
Fixed rate		1,352		–
Floating rate		2,913		6,585
Interest-free		228		237
		4,493		6,822

The Company’s floating rate financial liabilities bear interest determined as follows:

Bank loans Bank of England base rate + 1.67%

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

27 Derivatives and other financial instruments continued

Sensitivity analysis

The impact of a 1% decrease or increase in interest rates during the year is shown in the table below.

		2024	2023 (restated)
	1% decrease	1% increase	1% decrease	1% increase
Continuing operations	£’000	£’000	£’000	£’000
Impact on profit after taxation	110	(110)	112	(112)
Impact on total equity	110	(110)	112	(112)

This sensitivity analysis is not an indication of actual results, which may materially differ. For the purposes of this sensitivity analysis

all other variables have been held constant.

Liquidity risk

The Group’s policy throughout the year has been to maintain a mix of short and medium-term borrowings. Short-term flexibility

is achieved by overdraft facilities. In addition, it is the Group’s policy to maintain committed undrawn facilities in order to provide

flexibility in the management of the Group’s liquidity. The Group monitors daily cash balances and forecasts, together with net debt,

to ensure adequate headroom exists under its committed facilities.

The tables below analyse the Group and Company’s financial liabilities which will be settled on a net basis into relevant maturity

groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the

tables are the contractual undiscounted cash flows which have been calculated using spot rates at the relevant balance sheet date.

			2024				2023
		Within	One to	Two to		Within	One to	Two to
	Total	one year	two years	five years	Total	one year	two years	five years
Group	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Bank overdrafts	2,670	2,670	–	–	12,354	12,354	–	–
Bank loans and other borrowings	3,562	295	200	3,067	7,070	1,719	5,351	–
Derivatives	–	–	–	–	4	4	–	–
Trade and other payables	9,978	9,978	–	–	16,470	16,470	–	–
	16,210	12,943	200	3,067	35,898	30,547	5,351	–

			2024				2023
		Within	One to	Two to		Within	One to	Two to
	Total	one year	two years	five years	Total	one year	two years	five years
Company	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Bank loans	3,467	200	200	3,067	5,179	328	4,851	–
Loans from Group
undertakings	1,580	1,580	–	–	2,125	2,125	–	–
Trade and other payables	2,820	2,820	–	–	2,515	2,515	–	–
	7,867	4,600	200	3,067	9,819	4,968	4,851	–

The above tables exclude leases accounted for under IFRS 16. Details of the contractual undiscounted cash flows for leases under

IFRS 16 can be found in note 14.

Trade and other payables in the tables above exclude other taxes and social security which do not meet the definition of financial

liabilities under IFRS 7. Deferred income has also been excluded as it does not give rise to a contractual obligation to pay cash.

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27 Derivatives and other financial instruments continued

Borrowing facilities

The Group has various undrawn facilities. The undrawn facilities available at 31 August 2024, in respect of which all conditions

precedent had been met, were as follows:

	2024	2023
	Floating rate	Floating rate
	£’000	£’000
Expiring in one year or less	10,119	6,993
Expiring within two and five years inclusive	22,000	20,259
	32,119	27, 2 5 2

Included in the table above for facilities expiring in one year or less is £6,481,000 (2023: £4,142,000) in respect of discontinued

operations and included within facilities expiring within two and five years inclusive is £nil (2023: £nil) in respect of

discontinued operations.

Undrawn facilities include overdraft facilities of £2.5m (2023: £2.5m) that are renewable on an annual basis.

The Company’s overdraft is within a Group facility and it is therefore not possible to determine the Company’s undrawn facilities

at the balance sheet date.

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to

provide returns for shareholders and benefits for other stakeholders and to maintain an efficient capital structure to optimise

the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to

shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt, excluding leases, divided by total

equity. Net debt is calculated as total borrowings (including current and non-current borrowings) as shown in the consolidated

balance sheet less cash and cash equivalents. Total equity is as shown in the consolidated balance sheet. At 31 August 2024, the

Group had net cash of £8.0m (2023: net cash of £4.2m).

The Group monitors cash balances and net debt on a daily basis to ensure adequate headroom exists on banking facilities and that

it is compliant with banking covenants.

Derivative financial instruments

Currency derivatives

The Group and Company use forward foreign currency contracts to manage exchange risk exposure. At the balance sheet date,

the fair value of outstanding forward foreign currency contracts are as below:

	2024		2023
	Fair	Contractual or	Fair	Contractual or
	value	notional amount	value	notional amount
Group	£’000	£’000	£’000	£’000
At the beginning of the year	(4)	(203)	(62)	(557)
Exchange differences	–	(2)	–	50
Gains during the year	4	205	58	304
At the end of the year – included within current liabilities	–	–	(4)	(203)

The Company has no forward foreign currency contracts (2023: none).

Fair value has been determined by reference to the value of equivalent forward foreign currency contracts at the balance

sheet date.

Gains and losses on currency-related derivatives are included within administrative expenses.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

27 Derivatives and other financial instruments continued

Fair value hierarchy

IFRS 13 requires financial instruments that are measured at fair value to be classified according to the valuation technique used:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2 – inputs, other than level 1 inputs, that are observable for the asset or liability, either directly (i.e., as prices) or indirectly

(i.e., derived from prices)

• Level 3 – unobservable inputs

Transfers between levels are deemed to have occurred at the end of the reporting period. There were no transfers between levels

in the above hierarchy in the period.

All derivative financial instruments are measured at fair value using level 2 inputs. The Group’s bankers provide the valuations for

the derivative financial instruments at each reporting period end based on mark-to-market valuation techniques.

Fair values of financial assets and liabilities

The fair values of Group and Company financial assets and liabilities are not materially different to book value.

Financial instruments by category

The tables below disclose financial instruments in the Group and Company's balance sheets by category of measurement.

		2024		2023
	Fair value		Fair value
	through	Amortised	through	Amortised
	profit or loss	cost	profit or loss	cost
Group	£’000	£'000	£’000	£’000
Assets
Non-current receivables	–	–	–	21
Contract assets	–	–	–	7,9 15
Current trade and other receivables	–	9,021	–	23,950
Cash and cash equivalents	–	13,714	–	23,123
	–	22,735	–	55,009
Liabilities
Current borrowings	–	2,764	–	13,714
Derivative financial instruments	–	–	4	–
Trade and other payables	–	9,978	–	16,470
Contract liabilities	–	–	–	5,194
Non-current borrowings	–	2,913	–	5,206
	–	15,655	4	40,584

		2024		2023
	Fair value		Fair value
	through	Amortised	through	Amortised
	profit or loss	cost	profit or loss	cost
Company	£’000	£'000	£’000	£’000
Assets
Non-current receivables	–	32,389	–	32,797
Current trade and other receivables	–	5,286	–	9,211
Cash and cash equivalents	–	7,607	–	13,443
	–	45,282	–	55,451
Liabilities
Current borrowings	–	1,580	–	2,125
Trade and other payables	–	2,820	–	2,515
Non-current borrowings	–	2,913	–	4,697
	–	7, 313	–	9,337

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27 Derivatives and other financial instruments continued

Other taxes and social security receivable and prepayments are excluded from trade and other receivables in the tables above as

they are not financial instruments. For this same reason, other taxes and social security payable is excluded from trade and other

payables. Deferred income is excluded as it is not a financial liability.

28 Retirement benefits

The Group participates in the Carr's Group Pension Scheme which is a defined benefit pension scheme. Prior to the disposal,

on 26 October 2022, of the Carr's Billington Agricultural business it also participated in the Carrs Billington Agriculture Pension

Scheme, a defined benefit pension scheme.

Carr’s Group Pension Scheme (Group and Company)

The Company sponsors the Carr’s Group Pension Scheme and offered a defined contribution and a defined benefit section. The

assets of the scheme are held separately from those of the Group and are invested with independent investment managers.

From 1 September 2015 the defined contribution section was closed. Members of that section were enrolled in a new defined

contribution scheme, the Carr’s Group Retirement Savings Scheme (“Carr’s Group RSS”), set up under a Master Trust arrangement.

The defined benefit section of the scheme was previously closed to new members, and has closed to future accrual with effect

from 31 December 2015. Members of this section became entitled to become members of the Carr’s Group RSS from 1 January

2016. Following the disposal of the Carr's Billington Agricultural business the Company made a contribution of £0.4m in the prior

year into the defined benefit section of the scheme. There have been no contributions into the scheme during the current year.

The following disclosures relate to the defined benefit section of the Carr’s Group Pension Scheme. At the latest practicable date

prior to finalising this Report and Accounts the last full actuarial valuation of this scheme was carried out by a qualified independent

actuary as at 31 December 2020 and updated on an approximate basis to 31 August 2024 by a qualified independent actuary.

Major assumptions:

	2024	2023
	%	%
Inflation (RPI)	3.10	3.30
Inflation (CPI)	2.70	2.80
Rate of discount	4.90	5.50
Pension in payment increases:
RPI or 5.0% per annum if less	2.90	3.00
RPI or 5.0% per annum if less, minimum 3.0% per annum	3.60	3.70

The assumption for CPI has been derived by making an adjustment for the expected long-term gap between RPI and CPI. This has

generally been viewed as more credible than fixing the assumption based on the Bank of England CPI inflation target. This may

change going forward, especially from 2030, when RPI will be aligned with CPIH.

The assumed RPI/CPI gap as at 31 August 2024 is 0.4% (2023: 0.5%). This broadly reflects retention of a 0.9% p.a. assumed gap

before 2030 and 0% p.a. gap thereafter, suitably weighted to reflect the scheme’s exposure to CPI liabilities in the period before

non-pensioner members’ retirement and, given the maturity of the population, is significantly weighted to the period before 2030.

The mortality tables used in the valuation as at 31 August 2024 are 100% of 2019 Vita Curves for males and females with allowance

for mortality improvements using CMI_2021 with a 1.25% p.a. underpin. The mortality assumptions adopted imply the following life

expectancies at age 65 as at 31 August 2024:

	At	At
	31 August	2 September
	2024	2023
Males currently age 45	23.3 years	23.3 years
Females currently age 45	25.8 years	25.7 years
Males currently age 65	22.0 years	21.9 years
Females currently age 65	24.3 years	24.3 years

No adjustments have been made to mortality assumptions at the year end to reflect the potential effects of COVID-19 as the actual

plan experience is not yet available and it is too soon to make a judgement on the impact of the pandemic on future mortality

improvements. The mortality experience analysis for the scheme will be carried out as part of the 31 December 2023 funding

valuation for the Carr’s Group Pension Scheme.

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194

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

28 Retirement benefits continued

Amounts recognised in the Income Statement in respect of defined benefit schemes:

	2024	2023
	£’000	£’000
Administrative expenses	477	166
Past service costs	2,900	–
Net interest on the net defined benefit asset	(280)	(312)
Total expense/(income)	3,097	(146)

Past service costs of £2.9m relates to a Barber Window equalisation adjustment identified through advice received by the Trustees

of the Scheme during the year. The impact relates to understated past service liabilities in respect of the equalisation of normal

retirement ages between male and female members of the pension scheme. This has been recognised within administrative

expenses in the consolidated income statement and as an adjusting item in the year (note 5).

Included in administrative expenses in the table above is £0.3m of costs in respect of the process of seeking an insurer from whom

to purchase an insured bulk annuity ("buy-in"). These costs have been included as an adjusting item (note 5).

The expense/(income) is recognised within the Income Statement as shown below:

	2024	2023
	£’000	£’000
Within operating profit/(loss):
Administrative expenses	477	166
Past service costs	2,900	–
Within interest:
Finance income	(280)	(312)
Total expense/(income)	3,097	(146)

Remeasurements of the net defined benefit asset to be shown in the Statement of Comprehensive Income:

	2024	2023
	£’000	£’000
Actual gains and losses arising from changes in:
Financial assumptions	(2,339)	5,440
Demographic assumptions	605	–
Experience adjustments	149	(760)
Return on assets, excluding interest income	1,173	(6,738)
Total remeasurement of the net defined benefit asset	(412)	(2,058)

Amounts included in the Balance Sheet:

	2024		2023
	£’000		£’000
Present value of funded defined benefit obligations	(46,421)		(42,505)
Fair value of scheme assets	48,228	47,	82 1
Surplus in funded scheme	1,807		5,316

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28 Retirement benefits continued

Reconciliation of opening and closing balances of the present value of the defined benefit obligation:

	2024	2023
	£’000	£’000
Benefit obligation at the beginning of the year	42,505	48,578
Past service costs	2,900	–
Interest cost	2,254	2,120
Net measurement losses/(gains) – financial	2,339	(5,440)
Net measurement gains – demographic	(605)	–
Net measurement (gains)/losses – experience	(149)	760
Benefits paid	(2,823)	(3,513)
Benefit obligation at the end of the year	46,421	42,505

Benefit obligation by participant status:

	2024	2023
	£’000	£’000
Vested deferred	11,408	10,088
Retirees	35,013	32,417
	46,421	42,505

Reconciliation of opening and closing balances of the fair value of scheme assets:

	2024		2023
	£’000		£’000
Fair value of scheme assets at the beginning of the year	47,821		55,406
Interest income on scheme assets	2,534		2,432
Employer contributions	–		400
Return on assets, excluding interest income	1,173		(6,738)
Benefits paid	(2,823)		(3,513)
Scheme administrative cost	(477)		(166)
Fair value of scheme assets at the end of the year	48,228	47,	82 1

Analysis of the scheme assets and actual return:

	Fair value of assets
	2024	2023
	£’000	£’000
Equity instruments	–	3,262
Debt instruments	47,797	39,944
Cash	431	3,315
Other	–	1,300
	48,228	47,	82 1
Actual return on scheme assets	3,707		(4,306)

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

28 Retirement benefits continued

Equity instruments, debt instruments and "other" assets are held in unquoted Mercer fund portfolios and are not held directly by

the Pension Scheme. These Mercer portfolios in turn invest in a mix of quoted and unquoted underlying assets. "Other" assets in

the prior year relate to assets held in the Mercer’s Alternative Strategies funds within the Scheme’s growth portfolio. In the prior

year cash includes investments in UK Cash Funds within the Mercer fund portfolios.

In accordance with IAS 19, Scheme assets must be valued at the fair value at the balance sheet date. The following applies to the

assets in the Scheme:

Asset	Valuation
Equity instruments	Fair value being the net asset value provided by the investment manager
Debt instruments	Fair value being the net asset value provided by the investment manager
Other	Fair value being the net asset value provided by the investment manager

Sensitivity analysis

A sensitivity analysis of the principal assumptions used to measure the scheme liabilities:

		Present value of defined
		benefit obligation
	Change in assumption	£’000
Discount rate	-50 basis points	48,821
	+50 basis points	44,191
Price inflation rate	-25 basis points	45,430
	+25 basis points	47,441
Post-retirement mortality assumption	-1 year age rating	48,129
	+1 year age rating	44,620

The sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. It is not an indication

of actual results which may materially differ; for example, changes in some assumptions may actually be correlated. When

calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of

the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied

as when calculating the defined benefit liability recognised in the balance sheet.

The methodology and principal assumptions used in preparing the sensitivity analysis did not change compared to the prior year.

The weighted average duration of the defined benefit obligation is approximately 10 years (2023: 11 years).

Expected cash flows for the following year:

	£’000
Expected employer contributions	–
Expected contributions to reimbursement rights	–
Expected total benefit payments by the scheme:
Year 1	2,904
Year 2	2,988
Year 3	3,074
Year 4	3,162
Year 5	3,253
Next 5 years	17,727

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28 Retirement benefits continued

Characteristics and the risks associated with the Scheme

Information about the characteristics of the Scheme:

The Scheme provides pensions in retirement and death benefits to members. Pension benefits are linked to a member’s final salary

at 31 December 2015 (or date of leaving, if earlier) and their length of service. Since 31 December 2015 the Scheme has been closed

to future accrual.

The Scheme is a registered scheme under UK legislation.

The Scheme is subject to the scheme funding requirements outlined in UK legislation. As at 31 December 2020, being the date of

the most recent finalised actuarial valuation at the latest practicable date prior to finalising this Report and Accounts, the scheme

funding valuation of the Scheme revealed a surplus of £2.3m equating to a funding level of 103%.

On a solvency basis the scheme

had a deficit of £10.0m, equating to a funding level of 88%.

The purpose of the scheme funding valuation is to monitor the progress

towards achieving the Trustees’ funding objectives and to determine the past service contributions and future service contributions

that may be required.

The solvency valuation provides an indication of the financial impact on members were the scheme to wind

up with no money recoverable from the employer.

The Trustees agreed that deficit contributions were not required and therefore

contributions to the Scheme by the Group and Company in the year ending August 2025 are expected to be £nil. The next full

triennial actuarial valuation will be as at 31 December 2023, at which point the funding requirements will be revisited.

The Scheme was established under trust and is governed by the Scheme’s trust deed and rules dated June 2008. The Trustees are

responsible for the operation and the governance of the Scheme, including making decisions regarding the Scheme’s funding and

investment strategy in conjunction with the Company.

Risk exposure and investment strategy

During the year the Trustees commenced the process of seeking an insurer from whom to purchase an insured bulk annuity

("buy-in"). This would remove the risks faced by the Scheme as income from the insurance policy would exactly match the benefit

payments for the members covered.

To prepare the Scheme for a buy-in a de-risking strategy was implemented to remove assets entirely from the growth portfolio into

the matching portfolio whilst adopting a 100% funded liability hedging target. Mercer continues to have delegated responsibilities

over the matching asset portfolio under a fiduciary management arrangement. Assets continue to be invested in Mercer portfolios.

The strategy adopted will align the Scheme's asset allocation with the assets the insurer will use to price the transaction which

results in a more optimal investment strategy until buy-in is finalised.

Prior to this change in strategy the Scheme’s investment strategy was to invest in return-seeking assets and lower-risk assets, such

as bonds. That strategy reflected the Scheme’s liability profile and the Trustees’ attitude to risk. The objective was to achieve a 110%

funding level on a gilts +0.25% p.a. basis by 2024–2028. The Trustees have a fiduciary management arrangement with Mercer who

have certain delegated responsibilities over investment decisions within parameters set by the Trustees. Those parameters were

reviewed on a regular basis to ensure they remained appropriate.

Assets were invested in Mercer portfolios.

The Scheme aimed

to reduce risks such as market (investment) risk, interest rate risk, inflation risk, currency risk and longevity risk through liability

hedging, diversification and de-risking triggers. Where de-risking triggers were met, assets were transferred from growth asset

portfolios to matching asset portfolios. The objective of the matching asset portfolio was to manage the impact on the funding

level of interest rate risk and inflation risk such that the majority of the Scheme’s risk was allocated to the growth portfolio.

At the date of signing these financial statements the process is still ongoing. It is expected that a buy-in transaction will complete in

early 2025.

Carr’s Group Retirement Savings Scheme ("RSS")

The Company offers membership in a Master Trust arrangement, Carr’s Group RSS, following the closure of both sections of the

Carr’s Group Pension Scheme. The pension expense for this scheme for the year for continuing operations was £558,000 (2023

continuing operations restated: £653,000).

Carrs Billington Agriculture Pension Scheme

Carrs Billington Agriculture (Sales) Ltd, a subsidiary of the Group until its disposal on 26 October 2022, is a participating employer

in the Carrs Billington Agriculture Pension Scheme, which is a multi-employer defined benefit pension scheme. For the reasons

explained below this scheme was accounted for as a defined contribution scheme.

The scheme is closed to new entrants and has been closed to future accrual since 1 December 2007. The Group has recognised,

at the date of disposal of the Carr's Billington Agricultural business in the prior year, a surplus of £4.2m, calculated in accordance

with IAS 19.

Under the rules of the scheme, any employer wishing to exit the scheme would trigger a partial wind-up of the scheme and would

therefore be responsible for their s75 debt. A full wind-up of the plan would also trigger s75 debts for each participating employer.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

28 Retirement benefits continued

Carrs Billington Agriculture Pension Scheme continued

The history of the scheme is that it was brought together from many other pension schemes and employers following multiple

acquisitions over several years. Many of those acquisitions had little or no records of employee histories. Because of this,

approximately 85% of the scheme liabilities are ‘orphan liabilities’. For the purposes of estimating an allocation of these orphan

liabilities over the current participating employers, they have been split in the same proportion as their calculated share of non-

orphan liabilities. At the last finalised actuarial valuation, the buy-out deficit was £5.3m and the Group’s estimated liability on the

wind-up of the scheme was £2.6m. In the actual event of a wind-up of the scheme the Trustees, with assistance from the actuary

and legal counsel, would need to determine how the orphan liabilities should be allocated.

Because of the scheme history described above, it was not possible to calculate the Group’s share of the assets and liabilities of

the scheme, and consequently despite it being a defined benefit pension scheme, the Group treated it as a defined contribution

pension scheme for accounting purposes. The Group paid no contributions to the scheme in the prior year up to the date of

disposal. Previously the deficit repair contributions were funded solely by the sponsoring employer. The last finalised triennial

valuation of the scheme as at 31 December 2021 showed that the scheme had a surplus of £4.1m on a technical provisions basis.

As the scheme is in surplus, a recovery plan was not required. The sponsoring employer will meet the cost of administrative

expenses up to an allowance of £100k per annum.

The Group’s level of participation in the scheme was estimated at 48.5%, which was based on its estimated share of the total

buy-out liabilities. The Group had a 49% shareholding in its associate company which is the sponsoring company of the pension

scheme. As a result of equity accounting for its share of the net assets of the associate, the Group recognised 49% of the surplus

calculated on an IAS 19 accounting basis.

Other pension schemes

The pension expense in respect of defined contribution pension arrangements in foreign subsidiaries (continuing operations)

during the year was £146,000 (2023 continuing operations: £158,000).

Pension contributions into NEST during the year by continuing operations amounted to £27,000 (2023 continuing operations

restated: £24,000).

Virgin Media Ltd v NTL Pension Trustees II Ltd (and others)

The Trustees are aware of the ‘Virgin Media Ltd v NTL Pension Trustees II Ltd (and others)’ case. There is a potential for the outcome

of the case to have an impact on the UK pension scheme. The case affects defined benefit schemes that provided contracted-

out benefits before 6 April 2016 based on meeting the reference scheme test. Where scheme rules were amended, potentially

impacting benefits accrued from 6 April 1997 to 5 April 2016, schemes needed the actuary to confirm that the reference scheme

test was still being met by providing written confirmation under Section 37 of the Pension Schemes Act 1993. In the Virgin Media

case the judge ruled that alterations to the scheme rules were void and ineffective because of the absence of written actuarial

confirmation required under Section 37 of the Pension Schemes Act 1993. The case was taken to The Court of Appeal in June 2024

and the original ruling was upheld.

As a result, there may be a further liability to the pension scheme for benefits that were reduced by previous amendments, if those

amendments prove invalid (i.e. were made without obtaining s37 confirmation). The Trustees and their legal advisors have started

reviewing the records of the scheme to look for evidence of having obtained the necessary written actuarial confirmation where

relevant. The Trustees will continue to investigate the possible implications with their advisers, but it is not possible at present to

estimate the potential impact, if any, on the scheme and consequently on the defined benefit obligation in the financial statements.

29 Share capital

		2024		2023
Group and Company	Shares	£’000	Shares	£’000
Allotted and fully paid Ordinary Shares of 2.5p each:
At the beginning of the year	94,150,362	2,354	93,999,596	2,350
Allotment of shares	282,718	7	150,766	4
At the end of the year	94,433,080	2,361	94,150,362	2,354

The table above includes no (2023: nil) shares held in Treasury.

The consideration received on the allotment of shares during the year was £288,372 (2023: £167,283).

For details of share-based payment schemes see note 30.

Since the year end 3,260 shares have been allotted with a nominal value of £82 due to the exercise of share options.

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199

30 Share-based payments

Group

The Group operates three active share-based payment schemes at 31 August 2024.

The Executive Directors participated in a deferred bonus share plan under which 25% of any bonus earned will be deferred into

awards over shares in the Company, with awards subject to a two-year post-vesting holding period.

Previously, under the Long Term Incentive Plan ("LTIP"), shares will be awarded to eligible individuals subject to an earnings per

share (“EPS”) target measured against average annual increases over a three-year period. For the awards granted in December

2021 an average annual growth of EPS must exceed 3.0% for 25% of the awards to vest and 100% vest at 10.0%, with a straight-line

calculation between 25% and 100% of the award.

LTIP awards granted to Executive Directors in May 2023 and January 2024 are subject to an adjusted earnings per share ("EPS")

target measured against average annual increase over a three-year performance period (75% weighting) and total shareholder

return ("TSR") over a three-year performance period (25% weighting). The average annual growth of adjusted EPS must exceed

5.0% for 25% of the weighted awards to vest and 100% vest at 14%. The compound annual growth in TSR must exceed 7% for

25% of the weighted awards to vest and 100% vest at 16%. LTIP awards granted in August 2023, January 2024 and March 2024 to

eligible senior management are subject to non-market related performance measures with awards being at the discretion of the

Remuneration Committee.

All employees, subject to eligibility criteria, may participate in the Share Save Scheme. Under this scheme, employees are offered

savings contracts for three-year vesting period plans. The exercise period is six months from the vesting date.

The fair value per option granted and the assumptions used in the calculation of fair values for Long Term Incentive Plans and

Share Save Schemes are as follows:

		Long Term			Long Term
		Incentive Plan			Incentive Plan
		(Executive Directors)			(Executive Directors)		Share Save	Share Save	Share Save
		January 2024			May 2023
						Long Term	Scheme	Scheme	Scheme
	EPS	TSR		EPS	TSR	Incentive Plan	(3-Year Plan	(3-Year Plan	(3-Year Plan
	weighting	weighting		weighting	weighting	December 2021	2024)	2023)	2022)
Grant date	22/01/24			04/05/23		10/12/21	08/02/24	03/07/23	06/06/22
Share price at grant
date (weighted
average)	£1.14			£1.21		£1.51	£1.25	£1.47	£1.355
Exercise price
(weighted average)	£0.00			£0.00		£0.00	£0.92	£1.17	£1.15
Fair value per option
at grant	£0.82	£0.33	£0.87	£0.36		£1.37	£0.42	£0.51	£0.38
Number of employees
at grant	1			2		10	98	72	150
Shares under option
at grant	267,834		620,920			529,766	567,344	292,723	492,231
Vesting period (years)	3			3		3	3	3	3
Model used for	Market	Monte	Market		Monte		Market	Black-	Black-	Black-
valuation	value*	Carlo	value*		Carlo	value*	Scholes	Scholes	Scholes
Expected volatility	–	38.6%	–		34.3%	–	37.9%	39.7%	40.0%
Option life (years)	10			10		10	3.55	3.55	3.55
Expected life (years)	6.5			6.5		6.5	3.3	3.3	3.3
Risk-free rate	–	3.9%	–		3.8%	–	4.1%	5.1%	1.78%
Expected dividends
expressed as a dividend yield	3.1%	4.6%	3.1%		4.2%	3.6%	4.20%	3.50%	3.80%
Expectations of vesting	0%	95%	0%		95%	0%	95%	95%	95%

* Discounted for dividends forgone over the three-year vesting period.

The fair value of the deferred bonus plan offered to the Executive Directors is calculated with reference to the market value of the

shares under award discounted to reflect illiquidity during the post-vesting two-year period.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

30 Share-based payments continued

The fair value of the LTIP granted to eligible senior management in August 2023, January 2024 and March 2024 are calculated with

reference to the market value of the shares under award.

The expected volatility has been calculated using historical daily data over a term commensurate with the expected life of each

option. The expected life is the midpoint of the exercise period. The risk-free rate of return is the implied yield of zero-coupon UK

Government bonds with a remaining term equal to the expected term of the award being valued.

Number of options (LTIP and Share Save)

	Long Term	Long Term	Long Term	Long Term	Share Save	Share Save	Share Save	Share Save
	Incentive Plan	Incentive Plan	Incentive Plan	Incentive Plan	Scheme	Scheme	Scheme	Scheme
	January/March	May/August	December	November	(3-Year Plan	(3-Year Plan	(3-Year Plan	(3-Year Plan
	2024	2023	2021	2020	2024)	2023)	2022)	2021)
	Number	Number	Number	Number	Number	Number	Number	Number
	’000	’000	’000	’000	’000	’000	’000	’000
Outstanding:
At 4 September
2022	–	–	502	449	–	–	483	917
Granted in the year	–	737	–	–	–	293	–	–
Forfeited in the year	–	(343)	(247)	(182)	–	–	(263)	(541)
At 2 September
2023	–	394	255	267	–	293	220	376
Granted in the year	978	–	–	–	567	–	–	–
Exercised in the year	–	–	–	–	–	–	–	(283)
Forfeited in the year	–	–	(44)	(267)	(60)	(151)	(73)	(93)
At 31 August 2024	978	394	211	–	507	142	147	–
Exercisable:
At 2 September
2023	–	–	–	–	–	–	–	–
At 31 August 2024	–	–	–	–	–	–	–	–
Weighted average
(years):
Remaining
contractual life	9.33/9.5	8.7/8.9	7	6	2.97	2.38	1.3	0.07
Remaining
expected life	5.83/6.0	5.2/5.4	3.50	2.50	2.72	2.13	1.05	–

The total charge/(credit) recognised for the year arising from share-based payments is as follows:

	2024	2023
	£’000	£’000
Deferred Bonus Share Plan 2023	5	–
Deferred Bonus Share Plan 2022	–	1
Long Term Incentive Plan January/March 2024	104	–
Long Term Incentive Plan May/August 2023	77	14
Long Term Incentive Plan December 2021	–	(120)
Long Term Incentive Plan November 2020	–	(79)
Share Save Scheme (3-Year Plan 2024)	47	–
Share Save Scheme (3-Year Plan 2023)	85	4
Share Save Scheme (3-Year Plan 2022)	26	32
Share Save Scheme (3-Year Plan 2021)	14	46
Share Save Scheme (3-Year Plan 2020)	–	10
	358	(92)

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30 Share-based payments continued

Company

The movement in the number of outstanding options under the share schemes for the Company is shown below.

Number of options (LTIP and Share Save)

	Long Term	Long Term	Long Term	Long Term	Share Save	Share Save	Share Save	Share Save
	Incentive Plan	Incentive Plan	Incentive Plan	Incentive Plan	Scheme	Scheme	Scheme	Scheme
	January/March	May/August	December	November	(3-Year Plan	(3-Year Plan	(3-Year Plan	(3-Year Plan
	2024	2023	2021	2020	2024)	2023)	2022)	2021)
	Number	Number	Number	Number	Number	Number	Number	Number
	’000	’000	’000	’000	’000	’000	’000	’000
Outstanding:
At 4 September
2022	–	–	298	316	–	–	31	140
Granted in the year	–	570	–	–	–	87	–	–
Forfeited in the year	–	(343)	(187)	(117)	–	–	(10)	(29)
At 2 September
2023	–	227	111	199	–	87	21	111
Granted in the year	656	–	–	–	167	–	–	–
Exercised in the year	–	–	–	–	–	–	–	(93)
Forfeited in the year	–	–	–	(199)	(34)	(48)	(7)	(18)
At 31 August 2024	656	227	111	–	133	39	14	–
Exercisable:
At 2 September
2023	–	–	–	–	–	–	–	–
At 31 August 2024	–	–	–	–	–	–	–	–
Weighted average
(years):
Remaining contractual life	9.33/9.5	8.7/8.9	7	6	2.97	2.38	1.3	0.07
Remaining expected life	5.83/6.0	5.2/5.4	3.50	2.50	2.72	2.13	1.05	–

The total charge/(credit) recognised for the year arising from share-based payments is as follows:

	2024	2023
	£’000	£’000
Deferred Bonus Share Plan 2023	5	–
Deferred Bonus Share Plan 2022	–	1
Long Term Incentive Plan January/March 2024	54	–
Long Term Incentive Plan May/August 2023	23	8
Long Term Incentive Plan December 2021	–	(68)
Long Term Incentive Plan November 2020	–	(53)
Share Save Scheme (3-Year Plan 2024)	12	–
Share Save Scheme (3-Year Plan 2023)	28	1
Share Save Scheme (3-Year Plan 2022)	4	3
Share Save Scheme (3-Year Plan 2021)	–	10
Share Save Scheme (3-Year Plan 2020)	–	2
	126	(96)

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

30 Share-based payments continued

Share-based payments awarded to employees of subsidiary undertakings and recognised as an investment in subsidiary

undertakings in the Company are as follows:

	2024	2023
	£’000	£’000
Long Term Incentive Plan January/March 2024	51	–
Long Term Incentive Plan August 2023	61	6
Share Save Scheme (3-Year Plan 2024)	25	–
Share Save Scheme (3-Year Plan 2023)	18	3
Share Save Scheme (3-Year Plan 2022)	34	28
Share Save Scheme (3-Year Plan 2021)	–	80
Total carrying amount of investments	189	117

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31 Cash generated from/(used in) continuing operations

	Group		Company
		2023		2023
	2024	(restated) 1	2024	(restated) 2
	£’000	£’000	£’000	£’000
(Loss)/profit for the year from continuing operations	(4,489)	(844)	(7,354)	28,972
Adjustments for:
Tax	(1,974)	72	(1,931)	(504)
Tax credit in respect of R&D	(116)	(82)	–	–
Dividends received from subsidiaries	–	–	–	(3,958)
Dividends received from joint ventures	–	–	(845)	–
Depreciation of property, plant and equipment	1,264	1,515	32	30
Depreciation of right-of-use assets	327	387	71	127
Depreciation of investment property	67	67	–	–
Intangible asset amortisation	93	493	–	–
Goodwill and other intangible assets impairment and amounts written off	229	2,019	–	–
Property, plant and equipment impairment	1,906	–	–	–
Right-of-use assets impairment	63	–	–	–
Loss on fair value measurement less costs to sell	720	–	–	–
Loss/(profit) on disposal of property, plant and equipment	9	(88)	–	–
(Profit)/loss on disposal of right-of-use assets	(13)	3	(20)	–
Profit on disposal of investment property	(154)	–	–	–
Gain on disposal of subsidiary and associate	–	–	–	(29,502)
Impairment of subsidiary	–	–	1,593	–
Net fair value charge/(credit) on share-based payments	164	(82)	126	(96)
Other non-cash adjustments	(347)	(835)	722	1,777
Finance costs:
Interest income	(1,013)	(814)	(2,643)	(2,840)
Interest expense and borrowing costs	712	771	465	530
Share of results of joint ventures	(1,374)	(1,441)	–	–
IAS 19 income statement credit in respect of employer contributions	–	(400)	–	(400)
IAS 19 income statement charge (excluding interest):
Past service cost (note 28)	2,900	–	2,900	–
Administrative expenses (note 28)	477	166	477	166
Changes in working capital:
Decrease in inventories	2,982	772	–	–
Decrease/(increase) in receivables	84	527	404	(1,289)
Increase/(decrease) in payables	140	(4,358)	(10)	(745)
Cash generated from/(used in) continuing operations	2,657	(2,152)	(6,013)	( 7,732 )

1 See note 37 for an explanation of the prior year restatement. This has impacted the changes in receivables and payables in the prior year by an equal

but opposite amount.

2 Restated to reclassify costs of disposal of subsidiariy and associate of £864,000 from cash flows from investing activities to cash flows from operating activities.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

32 Analysis of net cash and leases

Group

			Other		Transferred to
	At 3 September		non-cash	Exchange	assets/liabilities of	At 31 August
	2023	Cash flow	changes	movements	disposal group	2024
	£’000	£’000	£’000	£’000	£’000	£’000
Cash and cash equivalents	23,123	(4,403)	–	(204)	(4,802)	13,714
Bank overdrafts	(12,354)	1,768	–	–	7,916	(2,670)
	10,769	(2,635)	–	(204)	3,114	11,044
Loans and other borrowings:
– Current	(1,360)	863	–	(7)	410	(94)
– Non-current	(5,206)	2,340	(32)	(15)	–	(2,913)
Net cash	4,203	568	(32)	(226)	3,524	8,037
Leases:
– Current	(1,264)	–	(160)	–	1,157	(267)
– Non-current	(5,559)	1,475	(3,333)	20	6,948	(449)
Leases	(6,823)	1,475	(3,493)	20	8,105	(716)
Net cash and leases	(2,620)	2,043	(3,525)	(206)	11,629	7,321

			Other
	At 4 September		non-cash	Exchange	At 2 September
	2022	Cash flow	changes	movements	2023
Group	£'000	£'000	£'000	£'000	£'000
Cash and cash equivalents	22,515	662	–	(54)	23,123
Bank overdrafts	(9,734)	(2,620)	–	–	(12,354)
	12,781	(1,958)	–	(54)	10,769
Loans and other borrowings:
– Current	(3,000)	1,698	(48)	(10)	(1,360)
– Non-current	(23,805)	18,732	(8)	(125)	(5,206)
Net (debt)/cash	(14,024)	18,472	(56)	(189)	4,203
Leases:
– Current	(1,416)	–	152	–	(1,264)
– Non-current	(6,128)	1,545	(1,006)	30	(5,559)
Leases	(7,5 4 4)	1,545	(854)	30	(6,823)
Net (debt)/cash and leases	(21,568)	20,017	(910)	(159)	(2,620)

			Other
	At 3 September		non-cash	Exchange	At 31 August
	2023	Cash flow	changes	movements	2024
Company	£’000	£’000	£’000	£’000	£’000
Cash and cash equivalents	13,443	(5,813)	–	(23)	7,607
Loans and other borrowings:
– Current	(2,125)	518	–	27	(1,580)
– Non-current	(4,697)	1,816	(32)	–	(2,913)
Net cash	6,621	(3,479)	(32)	4	3,114
Leases:
– Current	(126)	–	77	–	(49)
– Non-current	(167)	61	(12)	–	(118)
Leases	(293)	61	65	–	(167)
Net cash and leases	6,328	(3,418)	33	4	2,947

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32 Analysis of net cash and leases continued

			Other
	At 4 September		non-cash	Exchange	At 2 September
	2022	Cash flow	changes	movements	2023
Company	£'000	£'000	£'000	£'000	£'000
Cash and cash equivalents	12,726	783	–	(66)	13,443
Loans and other borrowings:
– Current	(1,413)	(700)	(48)	36	(2,125)
– Non-current	(22,757)	18,200	(8)	(132)	(4,697)
Net (debt)/cash	(11,444)	18,283	(56)	(162)	6,621
Leases:
– Current	(113)	–	(13)	–	(126)
– Non-current	(231)	123	(59)	–	(167)
Leases	(344)	123	(72)	–	(293)
Net (debt)/cash and leases	(11,788)	18,406	(128)	(162)	6,328

Other non-cash changes in net cash/(debt) for both the Group and Company relate to the release of deferred borrowing costs to

the income statement. For leases, these relate to new leases entered into during the year net of liabilities extinguished on exit

of leases.

The table below shows a reconciliation of cash flows shown in the tables above to the consolidated and Company statements of

cash flows.

	Group		Company
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
Cash flows from cash and cash equivalents less bank overdrafts
in tables above	(2,635)	(1,958)	(5,813)	783
New financing and drawdowns on RCF	–	(5,574)	–	(4,741)
Repayment of RCF drawdowns	1,816	21,741	1,816	21,741
Lease principal repayments	322	367	61	123
Repayment of borrowings	863	2,400	–	2,400
Receipt of loans from subsidiaries	–	–	–	(2,500)
Repayment of loans from subsidiaries	–	–	518	600
Cash from financing activities in discontinued operations	1,677	12,640	–	–
Cash from financing activities in discontinued operations (previously
recognised in FY23 Report and Accounts)	–	(9,599)	–	–
Cash flows from net cash and leases per tables above	2,043	20,017	(3,418)	18,406

33 Capital commitments

	2024	2023
Group	£’000	£’000
Capital expenditure that has been contracted for but has not been provided for in the accounts:
Property, plant and equipment	–	1,636
Right-of-use assets	701	–
	701	1,636

The Company has no capital commitments (2023: none).

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

34 Financial guarantees and contingent liabilities

The Company, together with certain subsidiary undertakings, has entered into a guarantee with Clydesdale Bank PLC (trading as

Virgin Money) in respect of the Group loans, overdraft, asset finance and guarantee facilities with that bank, which at 31 August

2024 amounted to £6,568,000 (2023: £9,552,000).

Certain subsidiary undertakings utilise guarantee facilities with financial institutions which include their own bankers. These

financial institutions in the normal course of business enter into certain specific guarantees with some of the subsidiaries’

customers. All these guarantees allow the financial institutions to have recourse to the subsidiaries if a guarantee is enforced.

The total outstanding of such guarantees at 31 August 2024 was £4,462,000 (2023: £5,717,000).

The Company has provided specific guarantees to certain customers of subsidiaries. These are in place to guarantee the

completion of the contract in any event. The contracts under these guarantees had a total contract value of £45,877,000 (2023:

£46,389,000) and as at 31 August 2024 £14,196,000 (2023: £21,840,000) remained uncompleted.

The Company has provided a guarantee over the lease of a premises occupied by a subsidiary. The guarantee is in respect of

prompt and full payment of rents due throughout the term of the lease. As at 31 August 2024, the cumulative rent payable over the

remaining term of the lease is £112,000 (2023: £316,000).

Certain UK subsidiaries have taken advantage of the audit exemption set out within section 479A of the Companies Act 2006 for

the year ended 31 August 2024. The Company will guarantee the debts and liabilities of these subsidiaries at the balance sheet

date in accordance with section 479C of the Companies Act 2006. Details of the subsidiaries taking audit exemption are included in

note 19. The Company has assessed the probability of loss under the guarantee as remote.

The Group and Company do not expect any of the above to be called in.

35 Related parties

Group and Company

Identity of related parties

The Group has a related party relationship with its subsidiaries, associate, up to the date of its disposal in the prior year, and joint

ventures and with its Directors.

Transactions with key management personnel

Key management personnel for the Group and the parent Company are considered to be the Directors and their remuneration is

disclosed within the Remuneration Committee Report and note 6.

Other than remuneration, there are no transactions between the continuing Group and the Directors. At both the current year end

and prior year end there are no balances receivable or payable with Directors.

Transactions with subsidiaries

	Company
		2023
	2024	(restated) 1
	£’000	£’000
Balances reported in the Balance Sheet
Amounts owed by subsidiary undertakings:
Non-current loans receivable	32,389	32,797
Other receivables	4,303	3,959
	36,692	36,756
Amounts owed to subsidiary undertakings:
Current loans payable	(1,580)	(2,125)
Other payables	(914)	(809)
	(2,494)	(2,934)
Transactions reported in the Income Statement
Management charges receivable	2,794	2,708
Dividends receivable	–	3,957
Interest receivable	1,682	2,067

1 Restated to include group taxation relief assets of £639,000 within other receivables above.

Non-current loans receivable includes one non-interest bearing loan with a face value of £7.4m which is recognised at fair value

based on a market rate of interest. Included within other receivables is £2,394,000 (2023: £1,865,000) in respect of loans owed by

subsidiary undertakings.

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35 Related parties continued

Transactions with associate

	Group		Company
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
Transactions reported in the Income Statement (continuing operations)
Revenue	–	37	–	–
Rental income	–	3	–	–
Management charges receivable	–	18	–	18

There were no balances at the current or prior year end in respect of the associate. Amounts presented for transactions reported

in the income statement are in respect of continuing operations only. Transactions in the prior year between Carrs Billington

Agriculture (Sales) Ltd and the associate are excluded as they were both within the same disposal group.

Transactions with joint ventures

	Group		Company
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
Balances reported in the Balance Sheet
Amounts owed by joint ventures:
Trade and other receivables	204	15	–	2
	204	15	–	2
Amounts owed to joint ventures:
Trade and other payables	(20)	(44)	–	–
	(20)	(44)	–	–
Transactions reported in the Income Statement (continuing operations)
Revenue	929	337	–	–
Management charges receivable	60	67	–	–
Dividends receivable	–	–	845	–
Purchases	(400)	(465)	–	–

Amounts presented for transactions reported in the income statement are in respect of continuing operations only. Transactions in

the prior year between Carrs Billington Agriculture (Sales) Ltd and Bibby Agriculture Ltd are excluded as they were both within the

same disposal group.

36 Post balance sheet events

Since the year end, prior to signing these financial statements, the Group sold the trade and certain assets of its subsidiary

company Afgritech LLC for net cash proceeds of £0.8m. The trading results of Afgritech LLC have been included in discontinued

operations in the income statement during the year and in the restated comparatives. At the year end the assets subsequently sold

have been classified as held for sale on the balance sheet.

Also since the year end, prior to signing these financial statements, the sale of one of the investment properties classified as held

for sale at the year end completed for consideration of £1.3m.

Further details of discontinued operations and assets held for sale at the year end can be found in note 9.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

37 Prior year restatements

Given the reduced size of the continuing Group following the classification of the Engineering businesses and Afgritech LLC as

discontinued, two areas of accounting have been reviewed and revised in the year with the impact being a reclassification between

revenue and cost of sales and an increase to assets and liabilities. There is no impact to profit or net assets in either the current or

prior year.

The first is a reassessment of certain costs incurred in the UK Agriculture business, by reference to the agent/principal guidance

within IFRS 15. This has resulted in a gross up of revenue and cost of sales on the face of the income statement for costs previously

recognised net within cost of sales, with no impact on profitability.

The second reassessment relates to items of re-usable packaging in which finished goods are sold in the US Agriculture business.

Previously these were accounted for as stock consumables with no material impact on the income statement. The accounting for

these items was reconsidered under the requirements of IFRS 15. The resulting adjustment grosses up revenue and cost of sales on

the income statement, with no profitability impact. The balance sheet has also been grossed up to show an asset and corresponding

liability to reflect a sale with a right to return under IFRS 15

The results and financial position of the Group’s continuing operations for the year ended 2 September 2023 have been restated to

reflect these.

The affected financial statement line items are as follows:

		Restatement
	2 September	in respect of	Restatement
	2023 (previously	previously netted	in respect of	2 September 2023
	reported)	amounts	packaging	(restated)
	£’000	£’000	£’000	£’000
Income Statement
Revenue	80,903	599	313	81,815
Cost of sales	(66,629)	(599)	(313)	(67, 5 41 )

	2 September	Restatement
	2023 (previously	in respect of	2 September 2023
	reported)	packaging	(restated)
	£’000	£’000	£’000
Balance Sheet
Trade and other receivables	24,592	2,302	26,894
Current assets	86,138	2,302	88,440
Total assets	160,021	2,302	162,323
Trade and other payables	(16,556)	(2,302)	(18,858)
Current liabilities	(36,863)	(2,302)	(39,165)
Total liabilities	(52,146)	(2,302)	(54,448)

In accordance with IAS 1, a third balance sheet has been presented to show the impact to the opening balance sheet for the prior year.

The affected financial statement items are as follows:

	3 September	Restatement
	2022 (previously	in respect of	3 September 2022
	reported)	packaging	(restated)
	£’000	£’000	£’000
Balance Sheet
Trade and other receivables	19,015	2,541	21,556
Current assets	224,339	2,541	226,880
Total assets	307,561	2,541	310,102
Trade and other payables	(21,000)	(2,541)	(23,541)
Current liabilities	(139,915)	(2,541)	(142,456)
Total liabilities	(175,232)	(2,541)	(177,773)

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209

FIVE-YEAR STATEMENT

Continuing operations

Revenue and results

(Restated)

1,2,3

2020

£’000

(Restated)

1,3

2021

£’000

(Restated)

2022

£’000

(Restated)

1,4

2023

£’000

2024

£’000

Revenue 61,895 68,461 75,728 81,815 75,701

Operating profit/(loss) 4,957 5,670 5,411 (871) (6,795)

Analysed as:

Adjusted operating profit 5,142 7,478 6,467 2,845 2,168

Adjusting items (185) (1,808) (1,056) (3,716) (8,963)

Operating profit/(loss) 4,957 5,670 5,411 (871) (6,795)

Finance income 283 249 334 814 1,013

Finance costs (742) (518) (613) (715) (681)

Profit/(loss) before taxation 4,498 5,401 5,132 (772) (6,463)

Analysed as:

Adjusted profit before taxation 4,683 7, 2 0 9 6,188 2,944 2,500

Adjusting items (185) (1,808) (1,056) (3,716) (8,963)

Profit/(loss) before taxation 4,498 5,401 5,132 (772) (6,463)

Taxation (638) (1,244) (431) (72) 1,974

Profit/(loss) for the year from continuing operations 3,860 4,157 4,701 (844) (4,489)

Discontinued operations

Profit/(loss) for the year from discontinued operations 5,145 5,440 (4,993) 83 (1,231)

Profit/(loss) for the year 9,005 9,597 (292) (761) (5,720)

Earnings/(loss) per share – basic (continuing operations) 4.2p 4.5p 5.0p (1.0)p (4.8)p

Earnings per share – adjusted (continuing operations) 4.1p 6.2p 5.9p 2.5p 2.6p

Dividends per ordinary share 4.75p 5.0p 5.2p 5.2p 5.2p

1. Revenue and results included in the table above have been restated to reflect the separate disclosure of continuing operations and discontinued

operations following the classification of the Engineering Division and Afgritech LLC as discontinued operations.

2. Restated for the change in accounting policy for configuration and customisation costs incurred in implementing Software-as-a-Service ("SaaS").

3. Restated in relation to the recognition of revenue from customer contracts within the Engineering Division.

4. See note 37 for an explanation of the prior year restatements. In the information shown in the table above this only impacts revenue and has no impact

to profit.

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210

Net assets employed

(Restated)

1,2

2020

£’000

(Restated)

2021

£’000

(Restated)

2022

£’000

(Restated)

2023

£’000

2024

£’000

Non-current assets

Goodwill 32,041 31,560 23,609 19,161 2,068

Other intangible assets 6,365 5,151 4,635 3,318 32

Property, plant and equipment 38,259 36,198 33,204 29,950 9,900

Right-of-use assets 14,856 16,777 8,223 7,323 656

Investment property 158 152 74 2,640 316

Investments 24,666 23,822 6,097 6,128 6,314

Contract assets – 312 316 – –

Financial assets

– Non-current receivables 20 20 23 21 –

Retirement benefit asset 8,037 9,371 6,828 5,316 1,807

Deferred tax assets – 182 213 26 208

124,402 123,545 83,222 73,883 21,301

Current assets

Inventories 42,197 43,226 26,990 26,613 12,062

Contract assets 7,416 7, 202 7, 5 6 4 7,91 5 –

Trade and other receivables 51,686 61,735 21,556 26,894 10,352

Current tax assets 2,068 2,669 3,866 3,895 712

Financial assets

– Derivative financial instruments 3 – – – –

– Cash and cash equivalents 17,5 7 1 24,309 22,515 23,123 13,714

Assets included in disposal groups and other assets

classified as held for sale – – 144,389 – 85,663

120,941 139,141 226,880 88,440 122,503

Total assets 245,343 262,686 310,102 162,323 143,804

Current liabilities

Financial liabilities

– Borrowings (11,420) (11,113) (12,734) (13,714) (2,764)

– Leases (2,778) (2,967) (1,416) (1,264) (267)

– Derivative financial instruments – – (62) (4) –

Contract liabilities (3,297) (3,312) (2,426) (5,194) –

Trade and other payables (55,522) (69,526) (23,541) (18,858) (10,707)

Current tax liabilities (33) (42) (711) (131) –

Liabilities included in disposal groups classified as held for

sale – – (101,566) – (31,748)

(73,050) (86,960) (142,456) (39,165) (45,486)

Non-current liabilities

Financial liabilities

– Borrowings (25,021) (23,159) (23,805) (5,206) (2,913)

– Leases (11,171) (12,458) (6,128) (5,559) (448)

Deferred tax liabilities (4,377) (5,503) (5,048) (4,447) (23)

Other non-current liabilities (1,385) (55) (336) (71) –

(41,954) (41,175) (35,317) (15,283) (3,384)

Total liabilities (115,004) (128,135) (177,773) (54,448) (48,870)

Net assets 130,339 134,551 132,329 107,875 94,934

1. Restated for the change in accounting policy for configuration and customisation costs incurred in implementing Software-as-a-Service ("SaaS").

2. Restated in relation to the recognition of revenue from customer contracts within the Engineering Division.

3. See note 37 for an explanation of the prior year restatements. In the information shown in the table above this impacts trade and other receivables and

trade and other payables and has no impact to net assets.

FIVE-YEAR STATEMENT CONTINUED

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211

ALTERNATIVE PERFORMANCE MEASURES GLOSSARY

The Annual Report and Accounts includes alternative performance measures (“APMs”), which are not defined or specified under

the requirements of IFRS. These APMs are consistent with how business performance is measured internally and are also used in

assessing performance under the Group’s incentive plans. Therefore the Directors believe that these APMs provide stakeholders

with additional useful information on the Group’s performance.

Alternative performance measure Definition and comments

EBITDA Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-

current assets and before share of post-tax results of the associate and joint ventures. EBITDA

allows the user to assess the profitability of the Group's core operations before the impact of

capital structure, debt financing and non-cash items such as depreciation and amortisation.

Adjusted EBITDA Earnings before interest, tax, depreciation, amortisation, profit/(loss) on the disposal of non-

current assets, before share of post-tax results of the associate and joint ventures and excluding

items regarded by the Directors as adjusting items. This measure is reconciled to statutory

operating profit and statutory profit before taxation in note 2. EBITDA allows the user to assess the

profitability of the Group's core operations before the impact of capital structure, debt financing

and non-cash items such as depreciation and amortisation.

Adjusted operating profit Operating profit after adding back items regarded by the Directors as adjusting items. This

measure is reconciled to statutory operating profit in the income statement and note 2. Adjusted

results are presented because if included, these adjusting items could distort the understanding

of the Group's performance for the year and the comparability between the years presented.

Adjusted profit before

taxation

Profit before taxation after adding back items regarded by the Directors as adjusting items. This

measure is reconciled to statutory profit before taxation in the income statement and note 2.

Adjusted results are presented because if included, these adjusting items could distort the

understanding of the Group's performance for the year and the comparability between the

yearspresented.

Adjusted profit for the year Profit after taxation after adding back items regarded by the Directors as adjusting items. This

measure is reconciled to statutory profit after taxation in the income statement. Adjusted results

are presented because if included, these adjusting items could distort the understanding of the

Group's performance for the year and the comparability between the years presented.

Adjusted earnings per share Profit attributable to the equity holders of the Company after adding back items regarded by the

Directors as adjusting items after tax divided by the weighted average number of Ordinary Shares

in issue during the year. This is reconciled to basic earnings per share in note 11.

Adjusted diluted earnings

per share

Profit attributable to the equity holders of the Company after adding back items regarded by the

Directors as adjusting items after tax divided by the weighted average number of Ordinary Shares

in issue during the year adjusted for the effects of any potentially dilutive options. Diluted earnings

per share is shown in note 11.

Net cash/(debt) The net position of the Group's and Company’s cash at bank and borrowings as per the balance

sheet. Details of the movement in net cash/(debt) is shown in note 32.

Operating cash flow Cash generated from operating activities. This measure is shown on the face of the consolidated

statement of cash flows and is shown below. Operating cash flow demonstrates how much

cash is available for the Group to utilise for capital investment, paying dividends, or financing/

repayingborrowings.

Gross margin Reported gross profit as a percentage of reported revenue. Gross margin is a reflection of how

successfully the Group manages raw material price volatility and production costs as well as its

selling prices in competitive markets. A calculation of gross margin is shown below.

Adjusted Group

operating margin

Operating profit after adding back items regarded by the Directors as adjusting items as a

percentage of revenue. Adjusted Group operating margin excluding adjusting items is presented

because if included, these items could distort the understanding of the Group’s performance for

the year and the comparability between the years presented. The calculation of adjusted Group

operating margin to the statutory equivalent is shown below.

Return on net assets Profit before tax after adding back items regarded by the Directors as adjusting items as a

percentage of net assets. This financial performance metric allows users to understand how

effectively and efficiently the Group is using its assets to generate earnings. The calculation of

return on net assets is shown below.

Ratio of net (cash)/debt

to adjusted EBITDA

The ratio of net (cash)/debt to adjusted EBITDA is a measurement of leverage and reflects the

Group’s ability to service its debt. The calculation of net (cash)/debt to adjusted EBITDA is

shown below.

Carr's Group plc | Annual Report and Accounts 2024

212

The following tables show reconciliations and calculations that are not presented elsewhere in this Annual Report and Accounts.

Operating cash flow

Continuing operations

2024

£’000

2023

(restated)

£’000 Change

Cash generated from operating activities per the consolidated statement of cash flows 4,249 (2,872) +247.9%

Gross margin

Continuing operations

2024

£’000

2023

(restated)

£’000 Change

Reported revenue 75,701 81,815 -7.5%

Reported gross profit 14,267 14,274

Gross profit as a percentage of revenue 18.8% 17.4%

Adjusted Group operating margin

Continuing operations

2024

£’000

2023

(restated)

£’000 Change

Reported operating loss (6,795) (871) -680.1%

Adjusting items (note 5) 8,963 3,716

Adjusted operating profit 2,168 2,845 -23.8%

Reported revenue 75,701 81,815

Adjusted operating profit as a percentage of reported revenue 2.9% 3.5%

Return on net assets

2024

£’000

2023

£’000

Reported (loss)/profit before taxation (2024: continuing operations only) (6,463) 1,507

Adjusting items (2024: continuing operations only) (note 5) 8,963 5,999

Adjusted profit before taxation (2024: continuing operations only) 2,500 7,506

Net assets per the consolidated balance sheet 94,934 107,875

Net assets of disposal groups and other assets classified as held for sale (note 9) (53,915) –

Adjusted net assets (2024: continuing operations only) 41,019 107,875

Adjusted profit before taxation as a percentage of adjusted net assets 6.1% 7.0 %

Ratio of net (cash)/debt to adjusted EBITDA

2024

£’000

2023

£’000

Adjusted EBITDA (2024: continuing operations only) (note 2) 2,452 10,945

Net cash (2024: continuing operations only) (note 32) 8,037 4,203

Ratio of net (cash)/debt to adjusted EBITDA (3.28) (0.38)

1. Figures for continuing operations as reported in the 2023 Annual Report and Accounts.

ALTERNATIVE PERFORMANCE MEASURES GLOSSARY CONTINUED

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Overview Strategic Report Corporate Governance Financial Statements

213

DIRECTORY OF OPERATIONS

Carr’s Group plc

Warwick Mill Business

Centre, Warwick Bridge,

Carlisle, Cumbria

CA4 8RR

Tel: 01228 554600

Web: www.carrsgroup.com

AGRICULTURE

ACC Feed Supplement

LLC*

5101 Harbor Drive,

Sioux City, Iowa 51111 USA

Tel: 001 712 255 6927

AminoMax

Lansil Way, Lancaster

LA1 3QY

Tel: 01524 597 200

Animal Feed Supplement,

Inc

East Highway 212,

PO Box 188, Belle Fourche,

South Dakota 57717 USA

Tel: 001 605 892 3421

Animal Feed Supplement,

Inc

PO Box 105, 101 Roanoke

Avenue, Poteau, Oklahoma

74953 USA

Tel: 001 918 647 8133

Animax Limited

Shepherds Grove West,

Stanton,

Bury St Edmunds, Suffolk

IP31 2AR

Tel: 01359 252 181

Caltech

Solway Mills, Silloth,

Wigton, Cumbria

CA7 4AJ

Tel: 016973 32592

Carr’s Supplements (NZ)

Limited

c/o KPMG,

151 Burnett Street,

Ashburton 7700,

New Zealand

Carr’s Supplements (ROI)

Limited

Unit 1, Old Creamery

Enterprise Centre, Creamery

Road, Piltown, County

Kilkenny,

E32 FK57, Ireland

Crystalyx Products GmbH*

Am Stau 199-203, 26122,

Oldenburg, Germany

Tel: 00 49 441 2188 9218

Gold-Bar Feed

Supplements LLC*

783 Eagle Boulevard,

Shelbyville TN 37160, USA

Tel: 001 877 618 6455

Scotmin

13 Whitfield Drive,

Heathfield Industrial Estate,

Ayr KA8 9RX

Tel: 01292 280 909

Silloth Storage Company*

Station Road, Silloth,

Wigton, Cumbria

CA7 4JQ

ENGINEERING

Bendalls Engineering

Brunthill Road, Kingstown

Industrial Estate, Carlisle

CA3 0EH

Tel: 01228 815 350

CARRSMSM Wälischmiller

Unit 1, Oak Tree Business

Centre,

Spitfire Way, Hunts Rise,

South Marston Park,

Swindon, Wiltshire

SN3 4TX

Tel: 01793 824 891

Chirton Engineering

Unit 4A, Tyne Tunnel Trading

Estate, High Flatworth,

North Shields, Tyne and Wear

NE29 7SW

Tel: 0191 296 2020

NuVision Engineering, Inc.

2403 Sidney Street,

Suite 700,

Pittsburgh,

Pennsylvania 15203, USA

Tel: 001 888 748 8232

NuVision Engineering, Inc.

184 B Rolling Hill Road,

Mooresville,

North Carolina 28117, USA

Tel: 001 704 799 2707

NW Total Engineered

Solutions Limited

Unit 2 Andrews Way, Barrow

in Furness, Cumbria

LA14 2UE

Tel: 01229 811000

Wälischmiller

Engineering GmbH

Schießstattweg 16, 88677

Markdorf, Germany

Tel: 0049 7544 95140

* Joint venture company

Carr's Group plc | Annual Report and Accounts 2024

214

DORMANT SUBSIDIARIES AT 31 AUGUST 2024

Company Name Registered and Located Ownership

Carr’s Group Corporate Trustee Ltd England and Wales

100%

Chirton Engineering Ltd England and Wales

100%

Conegar S.A. Uruguay

100%

Animax NZ Ltd New Zealand

100%

1. Registered Office address: Warwick Mill Business Centre, Warwick Bridge, Carlisle, Cumbria CA4 8RR.

2. Registered Office address: Juncal 1305, Piso 18, Montevideo, Uruguay.

3. Registered Office address: RSM New Zealand (Auckland), Level 2, 62 Highbrook Drive, East Tamaki, Auckland 2013, New Zealand.

Carr's Group plc | Annual Report and Accounts 2024

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215

REGISTERED OFFICE AND ADVISERS

Registered Office

Carr’s Group plc

Warwick Mill Business Centre,

Warwick Bridge,

Carlisle

CA4 8RR

Registered No. 98221

Chartered Accountants and Statutory Auditors

Grant Thornton UK LLP

Landmark,

St Peter’s Square,

1 Oxford Street,

Manchester

M1 4PB

Bankers

Clydesdale Bank (Trading as Virgin Money)

82 English Street,

Carlisle

CA3 8HP

Financial Advisers and Joint Brokers

Investec Bank plc

30 Gresham Street,

London

EC2V 7QP

Joint Broker

Cavendish Capital Markets Limited

1 Bartholomew Close

London

EC1A 7BL

Financial and Corporate PR Advisers

FTI Consulting

200 Aldersgate,

Aldersgate Street,

London

EC1A 4HD

Solicitors

Ashurst LLP

London Fruit & Wool Exchange,

1 Duval Square,

London

E1 6PW

Registrar

Link Group

10th Floor,

Central Square,

29 Wellington Street,

Leeds

LS1 4DL

Carr's Group plc | Annual Report and Accounts 2024

216

NOTES

Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the

PAS2060 standard.

Printed on material from well-managed, FSC™ certified forests and other

controlled sources. This publication was printed by an FSC™ certified

printer that holds an ISO 14001 certification.

100% of the inks used are HP Indigo ElectroInk which complies with RoHS

legislation and meets the chemical requirements of the Nordic Ecolabel

(Nordic Swan) for printing companies, 95% of press chemicals are recycled

for further use and, on average 99% of any waste associated with this

production will be recycled and the remaining 1% used to generate energy.

The paper is Carbon Balanced with World Land Trust, an international

conservation charity, who offset carbon emissions through the purchase

and preservation of high conservation value land. Through protecting

standing forests, under threat of clearance, carbon is locked-in, that would

otherwise be released.

Carr's Group plc

Warwick Mill Business Centre

Warwick Bridge

Carlisle CA4 8RR

United Kingdom

Carr’s Group plc Annual Report and Accounts 2024