Annual Report & Accounts 2025

Purpose led.

Performance focused.

WHO WE ARE

Strategic report

1 Key figures FY25

2 At a glance

4 Chair’s Statement

6 CEO review

10 Our products

12 Our markets

16 Our business model

18 Our strategy

23 Sustainability and impact review

40 Financial review

46 Key performance indicators

50 Principal risks and uncertainties

54 Viability statement

55 TCFD

72 Streamlined energy and carbon reporting

74 Non-financial and sustainability

information statement

Governance

77 Corporate Governance report

100 Nomination Committee report

104 Audit and Risk Committee report

109 Remuneration Committee report

133 Directors’ report

Financial statements

141 Independent Auditor’s report

152 Consolidated income statement

153 Consolidated statement

of comprehensive income

154 Consolidated and Company

balancesheets

156 Consolidated statement of

changesin equity

157 Company statement of

changesinequity

158 Consolidated and Company statements

of cash flows

160 Principal accounting policies

168 Notes to the financial statements

215 Five-year statement

218 Alternative performance

measuresglossary

220 Directory of operations

221 Registered office and advisers

Fevara plc is an

international specialist in

livestock supplements

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Fevara plc Annual Report & Accounts 2025

KEY FIGURES FY25

Revenue

+4.1%

£78.8m

Adjusted operating profit

+69.2%

£3.7m

Reported operating profit

+135.1%

£2.4m

Adjusted profit before tax

+67.0%

£4.2m

Reported profit before tax

+144.8%

£2.9m

Dividend per share

-53.8%

2.4p

Adjusted earnings per share

+69.2%

4.4p

Basic earnings per share

+172.9%

3.5p

Delivering profitable,

commercial growth

Key financial figures (continuing operations)

for the year ended 31 August 2025

Definitions of alternative performance

measures used in this report are on

page 218

Streamlined business

The financial figures presented on this

page are for the Group’s continuing

operations only, following its significant

divestment of engineering and

underperforming operations in FY25.

Unless otherwise stated, all figures in this

Annual Report and Accounts relate to the

year ended 31 August 2025.

More information in the CEO review and

Financial review on pages 6 and 40

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Strategic Report

Fevara plc Annual Report & Accounts 2025

STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

47%

53%

Strategically positioned

for growth

What we do

We develop, manufacture and market

research-proven supplements, including

branded feed licks, blocks, bagged

minerals and boluses for cattle, sheep

and horses.

Our purpose

To empower farmers in extensive

grazing systems with research-proven

supplements that boost profitability,

improve resource efficiency and support

sustainable agriculture.

Our values

Our four values, listed opposite, unite

employees across our growing business

in what we say, what we do and our

ways of working. They exemplify the

experience that we have of each other

and the experience that our customers,

shareholders and external partners

have of us.

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.

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.

Our values

More information

on page 16

More information

on pages 28 to 31

Employees

186

AT A GLANCE

UK/Europe

Revenue split FY25

1 Continuing operations at year end FY25.

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At A Glance

Fevara plc Annual Report & Accounts 2025

Where we operate

We have an expanding manufacturing

and distribution network to empower

growth in our target markets.

AT A GLANCE CONTINUED

UK and Europe US

Crystalyx

HorsLic

Horslyx

Scotmin Nutrition

SmartLic

Tracesure

Advanced

Our brands

Our products are developed predominantly for pasture-based

cattle, sheep and horses. They can help optimise livestock

performance and farmer profitability and are sold under

recognised and trusted brands, including the following:

Operational sites

Joint ventures (JV)

Group HQ

Scotmin Nutrition

Ayr, Ayrshire, Scotland

Caltech

Silloth, Cumbria

Fevara plc (HQ)

Carlisle, Cumbria

Silloth Storage

Company (JV)

Silloth, Cumbria

Europe

Crystalyx Products

GmbH (JV)

Oldenburg, Lower

Saxony

New Generation

Supplements

Belle Fourche,

South Dakota and

Poteau, Oklahoma

Gold-Bar Feed

Supplements LLC (JV)

Shelbyville, Tennessee

ACC Feed

Supplement LLC (JV)

Sioux City, Iowa

Brazil*

Note: On 3 December

2025, the Group

announced that it had

reached an agreement to

acquire Domino Industria

E Comercio LTDA (trading

as ‘Macal’) in Campo

Grande, Brazil.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

CHAIR’S STATEMENT

Encouraged

by our growth

prospects

I was appointed in FY23

to support the Board in

steering the business

through a significant

strategic repositioning.

In FY25, we successfully

streamlined the

business, strengthened

our balance sheet and

reduced central costs.

Significant scale of opportunity

Global market fundamentals in the sector

are very strong, driven by high-volume

demand for animal protein to feed a growing

global population (for more information,

see page 12). I have spent time at all our

manufacturing sites, as well as those of

our joint venture partners in the US and

Germany. I have also spoken to employees,

customers and distributors, including

prospective partners in new regions.

Their energy is infectious and the scale of

opportunity is significant. I am as enthused

by our growth prospects as our teams are

motivated to achieve them.

Supporting sustainable

agriculture

We are focused on developing and

manufacturing products for pasture-fed

ruminants – including cattle, sheep

and goats. Ruminants are the ultimate

‘upcyclers’ – ingesting grass and cellulose

that we humans cannot eat to turn into

animal protein that we can, and feeding

on pasture where crops cannot easily –

or at all – be grown.

Tim Jones

Non-Executive Chair

Key cross references from this section

• Corporate Governance Report page 77

• CEO review page 6

• Our markets page 12

• Sustainability and impact review

(People) page 28

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Chair’s Statement

Fevara plc Annual Report & Accounts 2025

CHAIR’S STATEMENT CONTINUED

FY25

FY24 FY23

2.4

5.2

We have built a

management team –

and Board – with the

required leadership

skills, expertise

and values to tap

into the market

opportunities that

we have identified.”

Tim Jones

Non-Executive Chair

Dividend payments

(pence)

Our Dividend Policy can be

found in the investor section

of our corporate website.

While some of the carbon ingested from

grass produces methane, some produces

growth (meat, dairy, leather and so on) and

some ends up as manure which, in turn,

fertilises the ground to grow more grass and

drive carbon sequestration afresh.

Our products are research-proven to help

optimise the performance and value of this

vital source of global protein, and this is

reflected in our refreshed purpose which you

can read in full on page 2. In essence, we aim

to empower farmers to improve resource

efficiency and create economic benefits,

while supporting sustainable agriculture.

The right team for the job

We have built a strong management team

and a stable, supportive Board. We have

the right team for the job. With a new

business focus, we are more collaborative,

sharing opportunities and learnings with

enthusiasm. We hold each other to account

on the non-negotiables – Health & Safety,

ethical standards, employee practices –

underpinned by our values of Integrity,

Responsibility, Excellence and Innovation.

Embedding these further remains a

top priority as we investigate growth

opportunities in new global cultures

and jurisdictions.

An accessible and visible Board

I believe our Board and senior management

should be visible and accessible to all our

stakeholders. We deepen our understanding

of business opportunities and risks from

different perspectives and can be held to

account for our actions which, in turn, can

strengthen our decision-making.

More information about our engagement to

promote the overall success of the Company

can be found in the s.172 section on pages

94 to 99.

I welcome all shareholders to meet the

Board in person at our next AGM in February

2026. Subject to approval, the Board is

proposing a final dividend of 1.2 pence per

share (FY24: 2.85 pence per share), making a

total dividend of 2.4 pence per share (FY24:

5.20 pence). The final dividend will be paid

on 13 March 2026, to shareholders on the

2026, and the shares will go ex-dividend on

22 January 2026.

We are grateful to existing shareholders

for supporting us throughout our strategic

repositioning, and we very much look

forward to meeting and engaging with new

investors. Our value proposition is focused

on growth and one we are confident

to share with the markets through our

renewed investor relations programme.

Employee engagement

I must acknowledge, with deep gratitude,

the patience and commitment of our

employees, many of whom experienced a

time of uncertainty as we streamlined the

business, closing two sites and disposing of

the majority of the Engineering Division. Our

imperative was to implement these changes

professionally and fairly by engaging with

people as early as possible and keeping the

Board informed throughout the process. We

are committed to listening to our employees

as we grow; more information can be found

in our People review on pages 28 to 33.

Looking ahead

Acknowledging the evolution of the

Company and its focus as an international

specialist in livestock supplements, we

undertook a name change. Fevara stems

from the word ‘feoh’, meaning wealth

through cattle. The name change reinforces

our new business focus and symbolises our

optimism for future growth.

Our research-proven products are

backed by patents and well-respected

brands; and they are marketed through a

growing international sales network. Our

strengthened leadership team is

optimistic – confident in fact – about finding

revenue growth through new routes to

market in existing and new regions. With

opportunities for growth, there are also

challenges – exposure to global trading

uncertainties, cultural and legal differences

and regional climate considerations. These

will need appropriate risk mitigation and I

am confident in our team and our plans.

Reflecting the Group’s renewed focus on

growth, on 9 December 2025, the Board

agreed to move towards a progressive

dividend policy, targeting cover of at least

2x. A copy of the updated Dividend Policy

can be found at www.fevara.com.

On 3 December 2025, we announced an

agreement to acquire Domino Industria

E Comercio LTDA (trading as ‘Macal’)

based in Campo Grande, Brazil. Subject to

completion, we look forward to welcoming

new Brazilian colleagues into the Group and

working with them in the years to come.

We face our future with enthusiasm.

Tim Jones

Non-Executive Chair

9 December 2025

5.2

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Welcome to

our new CEO

CEO REVIEW

Joshua Hoopes became CEO of the

business in July 2025. In this, his

first Annual Report, he outlines the

Group’s FY25 business performance

and his next priorities, following the

Group’s strategic transformation

to an international specialist in

livestock supplements.

Joshua Hoopes

Chief Executive Officer

£3.7m

Adjusted operating profit

(from continuing operations)

FY24: £2.2m

£78.8m

Revenue (from continuing

operations)

FY24: £75.7m

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CEO Review

Fevara plc Annual Report & Accounts 2025

Introduction

I am pleased to present my first full year

results as Chief Executive Officer of Fevara plc

after being appointed on 1 July 2025. Since

first joining the Group in March 2024, I have

seen first-hand the scale of transformation

under way across our business.

CEO REVIEW CONTINUED

Reflecting our new strategic focus as

an international specialist in livestock

supplements, post period end on 13 October

2025, we changed the parent Company’s

name to Fevara plc. The name Fevara is

derived from the Old English word ‘feoh’,

meaning ‘wealth through cattle’, and

reflects the Group’s commitment to the

principles of sustainable livestock farming

and supporting farmers to meet global

food security needs.

I am encouraged by the progress we have

made to date as we continue to execute

against our refreshed strategy and build

momentum for the future.

Performance overview

The Group delivered strong progress in the

year ended 31 August 2025, with revenue

from continuing operations of £78.8m

compared to £75.7m in FY24, a 4.1% increase.

In line with our strategic focus on improving

margins, adjusted operating profit was

£3.7m (FY24: £2.2m), a 69.2% increase on

the prior year.

This performance, achieved during a

period of significant operational change

and continued cost discipline, highlights

the tangible progress we are making

in reshaping the Group and provides

a strong platform for future growth as

an international specialist in livestock

supplements.

Performance across our markets remained

resilient, underpinned by the strength

of our brands and growing demand for

sustainable, performance-led livestock

nutrition solutions.

A transformative year, unveiling a refocused strategy and bold

new identity

The planned disposal of the majority of our Engineering Division to Cadre Holdings,

Inc. for £75m on 22 April 2025 represented a major milestone in our transformation,

reshaping our strategic focus as an international specialist in livestock supplements

and strengthening the balance sheet. A process remains ongoing to realise the value

for the remaining Chirton Engineering business.

Our refreshed strategy is designed to deliver sustainable shareholder value by

leveraging our competitive strengths: market-leading brands, patented and research-

proven products, scalable and cash-generative operations and trusted long-term

customer relationships.

We are focused on three strategic pillars to drive disciplined, sustainable growth and

enhance returns for shareholders:

1. Improve operating margins: by shifting our portfolio away from lower-margin and

commodity-based products, delivering a programme of operational excellence

and cost improvement plan and sharpening our raw material and margin

management processes.

2. Deliver profitable, commercial growth: by reinvigorating our commerciality and

sales capabilities, strengthening new product development to enhance our

differentiated and patented product portfolio and prioritising branded products

with enhanced marketing.

3. Expand into new growth markets: by leveraging strategic partnerships in selected

geographies, exploring investment opportunities in new high potential markets

and capitalising on our international product portfolio and intellectual property.

More information in Our strategy

on pages 18 to 22

FY25 has been a pivotal year, during which

we completed the sale of the majority of

our Engineering Division, returned £70m

to shareholders via a successful Tender

Offer, and launched a new, refocused

strategy as an international specialist in

livestock supplements.

UK and Europe

In the UK, the business continued to benefit

from the streamlining of commercial and

operational activities that supported volume

growth in our high-value Crystalyx

range,

margin improvement and enhanced overall

efficiency. In June 2025, we completed

the strategic closure of the Animax

manufacturing site in the UK, followed in

July 2025 by the establishment of a strategic

manufacturing partnership with Vétalis

in France to develop an advanced range

of Tracesure

boluses. This partnership

represents a key step in our growth strategy,

driving innovation, improving on-farm

productivity and enhancing product

delivery. Post period end, in November

2025, we launched Tracesure

Advanced as

part of our product portfolio, with the initial

customer response proving encouraging.

Growth was also supported by increased

sales into the New Zealand market through

our new distributor, Seales Winslow.

The operational transition and customer

migration are now complete and delivering

improvements in both volume and margin

growth.

In the US, performance was primarily driven

by strong volumes in the northern states

served by our South Dakota manufacturing

site, reflecting robust demand and high

market penetration despite an overall

reduction in the US beef market. Efforts to

increase market share in the southern states

are beginning to gain momentum, with

plans in place to accelerate this growth. In

October 2024, we announced the planned

closure and sale of our commodity feed

business Afgritech, enabling the Group to

focus on its higher margin and value-add

business areas in theUS.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

CEO REVIEW CONTINUED

Strategic growth markets

As outlined in our strategy, we are exploring

opportunities to enter new, pasture-based

livestock geographies with strong growth

potential. At a global level, fundamental

market trends are positive: populations are

rising, affluence is increasing and demand

for animal protein continues to grow. While

growth rates vary across regions and socio-

economic groups, we remain confident

in our overall long-term growth potential,

supported by high volumes of livestock and

the significant addressable market value

across our target markets.

Today, for example, we actively sell into less

than 15% of the global cattle market, leaving

us significant scope to leverage our existing

intellectual property into new, large and

growing markets. Our focus remains on

identifying complementary opportunities,

particularly in southern hemisphere

geographies where cattle, sheep and

goat populations continue to expand,

underpinning the rising global demand

for protein.

This directly supports our third strategic

pillar of expanding into new extensive

growth markets to deliver long-term,

sustainable growth.

We continue to recognise the economic

pressures farmers face and the evolving

practices in livestock farming required to

improve yields, while addressing increasing

social and environmental expectations.

Sustainability sits at the heart of our

purpose, which is to empower farmers in

extensive grazing systems with research-

proven supplements that boost profitability,

improve resource efficiency and support

sustainable agriculture.

Overall, we are well positioned to realise

significant global market growth

opportunities while addressing the

challenges of sustainable production.

We remain encouraged by our prospects

in new growth markets and continue to

carefully assess opportunities.

More information in Our markets

on pages 12 to 15

ESG framework developments

In FY25, reflecting our new focus as

an international specialist in livestock

supplements, we developed a refreshed

ESG strategy and framework structure.

Our new framework focuses business

activities in the areas of People, Production

and Product, where the Group believes

it can make tangible and positive

environmental and societal impacts.

Our ESG commitments are underpinned by

our focus on Governance and transparency

and overseen by our Sustainability and

Impact Committee (SIC) that I chair. In FY25,

we also renewed the SIC’s members and

Terms of Reference to better support our

new framework.

More information in our Sustainability

and impact review on pages 23 to 39

Looking ahead

FY25 has been a year of transformation and

strong progress. We have taken strategic

actions, including the sale of the majority

of our Engineering Division, and initiatives

to simplify operations and reduce costs.

The renaming of our parent Company,

post period end, to Fevara plc marks the

completion of a significant phase in our

transition and the start of an exciting new

chapter as an international specialist in

livestock supplements.

I would like to thank our employees,

customers, shareholders and partners for

their continued support and commitment

during this significant period of change.

With a clear strategy for sustainable and

profitable growth, we are well positioned to

create long-term value for all stakeholders

and enter FY26 with strong momentum.

The key northern hemisphere seasonal

winter trading period has started strongly

with the outlook for FY26 for the Group’s

existing markets ahead of last year and in

line with the Board’s expectations.

I am hugely excited by our future prospects

as we continue to build on our position

as an international specialist in livestock

supplements. Our portfolio of market-

leading brands, patented and research-

proven products, strong leadership

and talent across the business and our

refreshed strategic direction provide a

solid foundation for future success.

Joshua Hoopes

Chief Executive Officer

9 December 2025

Post balance sheet update

On 3 December 2025, the Group

announced that it had entered into

an agreement to acquire Domino

Industria E Comercio LTDA (trading

as Macal) (‘Macal’), based in Campo

Grande, Brazil. This comes after a

period of extensive local research and

evaluation and marks our entry into

the strategically significant Brazilian

market. Macal is a leading provider

of minerals and supplements, offering

a range of synergistic products

across several branded lines for

cattle, sheep and horses, and a

compelling strategic fit with our

ambition to gain medium-term access

to Brazil’s considerable population of

more than 200 million cattle. Subject to

completion, I look forward to partnering

with Macal’s experienced team,

leveraging its established commercial

network to expand distribution and

introducing our specialist products to

the Brazilian market.

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Fevara plc Annual Report & Accounts 2025

Patented processes

and unique products

Through our patent-protected processes,

our unique products can be used year-

round and in all-weather conditions to

improve the health, performance and

profitability of livestock and support

farmer economics.

Specialists in research-proven

livestock supplements

We draw on our in-house expertise and

strong reputation as specialists and

innovators in our marketplace to develop,

manufacture and market research-proven

livestock supplements.

Operational excellence

mindset

We have an operational excellence

mindset that drives our focus on cost

improvement and margin management,

and we share best practices through

our one-team approach.

Experienced management

team

Experienced management team able

to draw on highly relevant expertise and

supported by a growing team of talented

people, united by our embedded values.

CEO REVIEW CONTINUED

Our investment case is supported by eight key strengths.

Strategically positioned for

growth, supported by strong

market fundamentals

We have a strategic presence with local

expertise in key international markets and

are focused on growth in new regions,

supported by strong market fundamentals.

Scalable, low-risk, cash-

generative business

Our increasing focus on high-margin,

cash-generative branded products

and our distributor-led sales model

facilitates low-risk scalability and broad

market reach.

Long-term and loyal

customer relationships

We have long-term and loyal relationships

with farmers and distributors, built on our

trusted brands, strong customer service,

reputation for integrity and continued

investment in our commercial offer.

Supporting sustainable

agriculture

Our products can help to meet global

demand for the production of meat and

dairy protein in a more efficient and

sustainable way, by improving the

health and productivity of livestock as

well as farmer economics.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

OUR PRODUCTS

Improving

economic, social

and environmental

outcomes

About our products

Our product range includes feed licks, blocks,

bagged minerals and boluses for cattle, sheep and

horses.

Our core range is focused on low-moisture, long-

lasting feed blocks for ruminants in extensive

grazing systems. Our products are patented,

research-proven and our brand names are widely

recognised and respected.

Our products can create economic benefits for

our farmer customers by improving livestock

productivity, farm and resource efficiency,

livestock health and lowering livestock emissions.

Overall, our products may contribute positively

to farmer profitability, while creating wider

environmental and social benefits.

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Our Products

Fevara plc Annual Report & Accounts 2025

OUR PRODUCTS CONTINUED

Our low-moisture,

long-lasting

feed blocks

are developed to:

• Improve rumen

(stomach) function

• Stimulate forage

intake and digestion

• Supply essential

nutrients

Our products

help to:

• Increase daily

liveweight gain, birth

rate, youngstock

growth rate and milk

yield

• Improve feed

conversion ratio and

resistance to heat

stress

• Reduce milk fever,

mastitis, nutrient-

related health issues

and the methane

intensity of cattle

Economic benefits

for farm customers

Wider environmental

and social benefits

Improved livestock

productivity

• Livestock in correct

body condition faster

• More lambs/calves

born and finished

faster

• Greater milk

production (dairy)

Better

livestock health

• More young animals

surviving

• Less health-related

complications

• Improved animal

wellbeing

Greater resource

and farm

efficiency

• Weight gain on low(er)

quality forage

• Less need for

supplement feed

• Easy and convenient

to use

Lower livestock

emissions

• Cattle reach target

weight faster

• Less replacement

cattle needed

• Lower methane

footprint

OUR CORE

PRODUCTS

HAVE TARGETED

PRODUCT BENEFITS

CONTRIBUTING TO

CLEAR CUSTOMER OUTCOMES

THAT CAN CREATE WIDER

ECONOMIC, SOCIAL AND

ENVIRONMENTAL VALUE

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Market fundamentals

OUR MARKETS

According to the United Nations, the

global population is projected to continue

growing for the next 50 to 60 years,

peaking at approximately 10.3 billion

by the mid-2080s. While fertility rates

are declining, life expectancy is rising

again following the COVID-19 pandemic.

However, population growth is uneven

– one in four people already lives in a

country where population has peaked.

In July 2025, the International Monetary

Fund (IMF) projected global GDP

growth of 3.0% in 2025 and 3.1% in 2026.

Advanced economies are projected

to grow by 1.5% and 1.6% respectively,

while emerging market and developing

economies are forecast to grow more

quickly, by 4.1% and 4.0% in the same

time span.

Global consumption of poultry, sheep

meat, beef and pig meat is projected to

increase by approximately 21%, 16%, 13%

and 5% respectively by 2034. Around 45%

of this growth is expected to come from

upper middle-income countries.

Global population

growth

Rising global

affluence

Increasing global

demand for

animal protein

+3.0%

Estimated global GDP

growth in 2026

+1.3%

Estimated growth in beef

consumption by 2034

1.6bn

Cattle heads in the

world

The underlying fundamentals for our sector are positive and we are

in a strong position to realise significant global market opportunities.

1 World Economic Outlook Update, International Monetary Fund, July 2025, www.imf.org/en/publications/weo/issues/2025/07/29/world-economic-outlook-update-july-2025

2 OECD-FAO Agricultural Outlook 2025-2034, FAO 2025 2024.

3 FAO (2022) www.fao.org/faostat/en/#home

4 World Population Prospect 2024 ONU Online: July 2024.

Macro trends

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Our Market Overview

Fevara plc Annual Report & Accounts 2025

1 World Economic Outlook Update, International Monetary Fund, July 2025, www.imf.org/en/publications/weo/issues/2025/07/29/world-economic-outlook-update-july-2025

2 OECD-FAO Agricultural Outlook 2025-2034, FAO 2025 2024.

3 FAO (2022) www.fao.org/faostat/en/#home

4 World Population Prospect 2024 ONU Online: July 2024.

5 Management estimates based on herd numbers and best practice feeding guidelines.

6 Defra/CSO/The Andersons Centre.

OUR MARKETS CONTINUED

Livestock markets (cattle, sheep and goats)

According to published data, livestock herd numbers in the top 50 countries for cattle,

sheep and goats combined are estimated at over 3 billion heads.

Based on these figures

and best practice feeding guidelines, Fevara management estimates the potential

market value of livestock supplements in the top 50 countries at over £15 bn.

In these top 50 countries, cattle account for approximately 40% by head numbers

and

around 85% by estimated value of the livestock supplement market.

Currently, Fevara

operates in less than 15% of the top 50 cattle livestock markets.

Fevara’s target markets

Based on cattle numbers only, management estimates the potential market value of

livestock supplements in its top ten target markets to be just under £8 bn, with Brazil

and the US accounting for around 45% of this market by value.

Fevara is well positioned

to develop its position in regions where it currently operates and to expand into new

markets.

>3bn

No. of cattle, sheep and goat

heads in top 50 countries

<15%

Fevara operates in <15% of

the top 50 cattle markets

Meat consumption

On a per capita basis, overall meat

consumption is projected to rise by 3%,

reaching 29.3kg per person per year (retail

weight equivalent). In many high-income

countries, however, growth in per capita

consumption is slowing as consumer

preferences shift.

This includes a move away from beef and

pork toward poultry, and increased attention

to animal welfare, environmental and health

considerations. In some cases, this is leading

to stagnation or even a decline in per capita

meat consumption.

Meat production

In 2024, global meat production rose by an

estimated 1.3%, reaching 365 million tonnes,

driven mainly by poultry, with beef output

also increasing, while pig and sheep meat

production remained stable.

The highest growth levels were recorded

in Australia, Brazil, the European Union

and the United States. Among these, Brazil

experienced the strongest growth across all

major meat categories. This was supported

by robust global demand, higher net returns

from a favourable exchange rate, lower feed

costs and continued disease-free status.

Meat consumption by country

On a country basis, meat consumption

growth, aside from China and India because

of their vast population, is expected to be

greatest in Brazil, Indonesia, the Philippines,

the United States and Vietnam.

Country/region

Heads

(m)

Ten-year

CAGR

Estimated value

of livestock

supplement

market (£m)

Brazil 234.3 1.0% 2,600m

India 193.6 0.24% 2,100m

United States 92.1 0.2% 1,000m

European Union 77.2 -0.38% 850m

Mexico 36.3 1.2% 400m

Tanzania 31.9 2.7% 350m

Kenya 23.5 2.6% 250m

Canada 11.5 -0.61% 125m

New Zealand 10.0 -0.15% 110m

United Kingdom 9.6 -0.2% 100m

Source: FAO (2022) and internal management estimates. (Marked in bold where Fevara operates.)

Fevara’s top ten current and target markets

(cattle only)

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Large market

opportunity

As set out on page 12, at a global level,

fundamental market trends are positive:

• Global population continues to grow.

• Global affluence continues to rise.

• Global demand for animal protein

continues to increase.

Although these global growth rates vary

across regions and socio-economic status,

we remain very encouraged overall by our

growth potential, given the high volumes

of livestock and the addressable market

value in our target markets. Currently, for

example, we actively sell into less than

15% of the global cattle market, leaving us

a significant opportunity to leverage our

existing intellectual property into new,

large, growing markets and to balance

our geographical portfolio of businesses

and products where we are currently

underrepresented.

Our focus remains on identifying

opportunities, particularly in southern

hemisphere geographies where cattle,

sheep and goat livestock populations

continue to steadily grow, supporting the

rising global demand for protein.

IMAGE TO GO HERE

More information in Our products

on page 10

What this means

for Fevara

We are well positioned to

realise significant global market

growth opportunities, driven

by global population growth,

rising incomes and increased

demand for animal protein, while

addressing the challenges of

sustainable production.”

Joshua Hoopes

Chief Executive Officer

Addressing ESG

challenges

We also recognise the economic pressures

facing farmers and the changing practices

in livestock farming required to improve

yields, while addressing various social and

environmental expectations. These include:

• adapting practices to reduce greenhouse

gas emissions;

• enhancing and promoting on-farm

biodiversity;

• meeting consumer demand for healthier

products, higher animal welfare and

ethical production;

• combatting environmental challenges

such as flooding and drought;

• improving farm productivity and meat

yields to offset rising energy, feed and

labour costs.

Our research-proven products can help

address some of these challenges – for

example, by lowering methane emissions,

supporting grazing-based systems, improving

forage intake and enhancing animal health,

farm productivity and returns.

In summary, we are well positioned to

realise significant global market growth

opportunities driven by global population

growth, rising incomes and increased

demand for animal protein, while addressing

the challenges of sustainable production.

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Fevara plc Annual Report & Accounts 2025

OUR MARKETS CONTINUED

Leveraging our global

product portfolio and

intellectual property

Strengthening our R&D

focus to support our

core brands

We have a strong reputation for research-

led product development. Building on

this recognised strength, in FY25 we

strengthened our R&D team in the US and

have reviewed and restructured our new

product development (NPD) process in the

UK. Our aim is to incorporate the results of

robust research into our NPD process that

accounts for changes in forage and soil

quality, climate, production systems and

genetics, among others.

In the US, for example, we are collaborating

on in-depth research projects with South

Dakota State University, renowned in its own

right for cattle research. Given the length

of a cow’s gestation period, these studies

require time to build in product adaptations,

peer reviews and journal publications.

In parallel, we conduct on-farm trials,

which can provide quicker results and

benefit participating farmers. We also

fast-track NPD by building on ‘known’,

science-based outcomes of certain

supplements – for example, ones that

are proven to support human health,

such as Omega-3 – and extrapolating

how these could benefit livestock.

The purpose of our R&D is to better

understand the latest challenges facing

our customers in the livestock industry

and to use this to address their needs

through a more customer-led and

iterative NPD programme.

Our US- and UK-based R&D teams catch

up regularly to pool resources, share results,

and exchange learnings, and are driven by

the opportunity to differentiate our core

products further in the marketplace.

As a team, we are

developing product

specifications, pricing

strategies and

communicating product

attributes – building on

our research-proven

approach to align with

advances in animal

research, genetics

and feedstuffs.”

Richard Wynn, PhD

Head of Technical

We are revitalising our core

brands through greater

R&D, more customer

insights and investment

in our commercial teams,

allowing us to simplify

and better communicate

our product strengths

and improve margin.”

Charlie Battle

Country Manager (UK, Europe & Export)

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

We develop research-proven

supplements, designed to enhance

livestock health and performance

and support farmer economics.

Develop

We manufacture supplements,

including branded feed licks, blocks,

bagged minerals and boluses under

patented processes.

Manufacture

We market our products under

our trusted brands through our

growing international network

of distributors as well as directly

with farmers.

Market

Our long-term

value creation is

underpinned by

the way we do

business

Our values

Integrity

Innovation

Excellence

Responsibility

OUR BUSINESS MODEL

Our business model

Our goal is to create long-term value for our stakeholders, delivered

through our business model and maximised through our strategic focus.

Information feedback loop for stakeholders

Key resources and relationships

More information

on page 2

• In-house livestock nutrition and

R&D expertise in UK and US

• Strong relationships with research

institutions

• Local farming knowledge

• Reputation for research-proven

NPD processes

• Four manufacturing sites in the US

and UK and four joint venture partners

• Patent-protected manufacturing

processes

• Strong team with an operational

excellence mindset

• Renewed focus on sales and marketing

• Ongoing investment in core brands

• Strong customer relationships

(distribution partners, dealers and

farmers)

• Building other relationships to

strengthen NPD

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Our Business Model

Fevara plc Annual Report & Accounts 2025

Creating value for our stakeholders

OUR KEY

STAKEHOLDERS

Suppliers

& advisers

Employees

Customers

Investors &

shareholders

Communities

Key

stakeholders

How we

create value

Value creation examples

and further information

Employees

• 186 colleagues

• Investment in learning and development

• Career progression in values-led business

• Equitable pay and benefits

• 7.3 engagement score in latest

employee engagement survey

People review

on page 28

Customers

• Distributors and dealers

• Farm and ranch customers

• Research-based products that

support positive sector outcomes

• High levels of customer service

• New range of bolus products

launched in November 2025 under

Tracesure

Advanced

Our strategy

on page 18

Investors and shareholders

• Board shareholder

representative

• Financial institutions

• Retail investors

• Building transparent, trustworthy

relationships

• Focus on total shareholder returns

• 2.4 pence total dividend per share

• 15% three-year average TSR

performance

Financial review

on page 40

Suppliers and advisers

• Specialist ingredient suppliers

• Service providers, including

financial, legal and audit

• Partnership approach to develop

long-standing relationships

• Promotion of responsible practices

• Ongoing policy development

and implementation

NFSI statement

on page 74

Communities

• Communities near our

manufacturing sites

and offices

• Participation in community initiatives

and supporting local charitable causes

• Operating responsibly in our neighbourhoods

• FY26 focus to ‘Support people and

communities across our industry’

Our ESG framework

on page 26

Overview of key stakeholders and our value creation

More information can be found in our Stakeholder

engagement section on pages 94 to 99

OUR BUSINESS MODEL CONTINUED

1 Continuing operations at year end FY25.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

OUR STRATEGY

Our purpose

To empower farmers in extensive

grazing systems with research-proven

supplements that boost profitability,

improve resource efficiency and

support sustainable agriculture.

Our vision

Our vision is to be the global expert

in extensive livestock supplements.

OUR STRATEGY

A new

strategic focus

Overview

In FY25, we repositioned our strategic focus as an

international specialist in livestock supplements.

Through closer collaboration and communication,

we are operating as ‘one team’ across all our

geographies – sharing best practice, learning from

each other and evaluating mutual opportunities.

With our strengthened strategic platform and

clear priorities, we are well positioned to capture

significant growth opportunities.

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Our Strategy

Fevara plc Annual Report & Accounts 2025

OUR MISSION

To empower farmers in extensive

grazing systems with research-driven

supplements that boost profitability,

improve resource efficiency, and support

sustainable agriculture.

Improve

operating margins

Deliver profitable,

commercial growth

Expand into new

growth markets

OUR STRATEGY CONTINUED

• Shift portfolio away from low-margin,

commodity-based products

• Introduce operational excellence

programme

• Execute cost improvement plan

• Focus on driving branded, differentiated

and patented products within portfolio

• Reinvigorate commercial and sales

capability

• Leverage global product portfolio and

intellectual property

• Explore opportunities for targeted

investment into new, high-potential

markets – with focus on Brazil

expansion

• Develop distribution partner model

Key milestones

• Simplified operations by exiting two loss-

making sites

• Operational excellence programme

introduced in UK sites

• Targeted capital investment in Poteau US

manufacturing site implemented

and ongoing

• Market share gains made in UK and US

• Marketing strategy readied for core block

business Crystalyx

(UK) and SmartLic

(US)

• New bolus product (Tracesure

Advanced) launched in autumn 2025

• New distribution partner and model

established for New Zealand market

• Ongoing research and due diligence

work in target markets

• Announced agreement to acquire

Domino Industria E Comercio LTDA

(trading as ‘Macal’ in Brazil

More information can be found

on page 20

More information can be found

on page 21

More information can be found

on page 22

Our Strategic Pillars

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OUR STRATEGY CONTINUED

Investment in

owned assets

£1.5m

(FY24: £0.8m)

continuing

operations

UK coaching

100%

of UK site

loaders coached

in operational

excellence

Strategy in action

Improve operating margins

Optimising operations

Following a strategic review of our operational

footprint and forecast volumes, we moved the

manufacturing of our Tracesure

range of bolus

products from the UK to our selected manufacturing

partner, Vétalis, in France. Finished products are

sold and distributed to the UK and Eire by Fevara.

This strategy has reduced manufacturing overheads

while maintaining excellent customer service. Since

the move, we have launched a new bolus range,

Tracesure

Advanced, benefiting from Vétalis’

cutting-edge research and development facilities.

More information can be found on page 21. We

aim to enhance our market offer and financial

performance as we further develop our relationship

and product portfolio.

Operational excellence in

the UK

In the UK, we use the Safety, Quality, Cost, Delivery

and People (SQCDP) framework, linking agreed

operational excellence focus and priorities directly

to our values. Focused on root cause problem-

solving and collaboration, the framework embeds

continuous improvement in areas ranging from

hazard analysis and customer fulfilment to team

performance and reduction of cost of goods sold.

At each daily operations meeting, we focus on KPIs,

trends and constraints, setting accountabilities and

timescales for completion on the dashboard. The

process is improving engagement and ownership,

with team members more open to challenging

existing behaviours and processes, and adopting

new ideas to the root cause and drive continuous

improvement. All UK site leaders received coaching

in operational excellence in FY25, and we aim to roll

this out to other team members in FY26.

Targeted investment

in the US

Our primary focus in FY25 was the realisation of

around 50 investment projects to modernise our

manufacturing site in Poteau, Oklahoma – one of

the older assets in our US manufacturing base. The

majority of our investment budget was allocated to

maintaining and replacing existing equipment and

upgrading our maintenance management systems.

We are currently evaluating bulk storage options

for molasses – our most important raw material by

volume – to help smooth production flow during the

busy seasons.

Our values-led operational

excellence roadmap

implemented in UK sites

will guide our operational

objectives and KPIs, and

support profitable growth.”

Mark Meyrick

Operations Director

We have an open-minded,

approachable culture and

a continuous improvement

mentality, focused on

capital improvements

and efficiency across our

US sites.”

Todd Lockhart

Vice President Operations

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Fevara plc Annual Report & Accounts 2025

OUR STRATEGY CONTINUED

Strategy in action

Deliver profitable,

commercial growth

Value-added products

In July 2025, we announced our strategic

manufacturing partnership with French

company Vétalis to develop an advanced

range of boluses – combining Vétalis’

recognised expertise in precision bolus

technology with our deep in-house

knowledge of livestock supplements.

This marked a pivotal step in our growth

strategy, allowing us to allocate more

resources, drive operational efficiencies and

improve product delivery, while reinforcing

Tracesure’s

leading market position in the

UK and Ireland.

In November 2025, Fevara launched its first

Tracesure

Advanced product – a high-

performance bolus for cattle and sheep

that delivers essential trace elements.

Trace elements are required in small but

vital amounts throughout an animal’s

life. However, ensuring correct, consistent

levels is challenging to detect and monitor,

particularly in grass-based systems, as most

grasses and forages are likely to be deficient

in one or more essential trace elements.

Tracesure

Advanced

brings innovative benefits

– a unique combination

of trace elements in a

single dose and weather-

resistant packaging

that improves efficient

handling and application

– all while upholding the

integrity of our original

brand values.”

Rachel Titterington

Marketing Manager

Why Tracesure® Advanced?

Boluses are an important part of our

product portfolio, offering an entry level

supplementation option for farmers seeking

to provide essential trace elements for a

healthy herd. Tracesure

Advanced uses

diffusion technology to release essential

trace elements at an optimal rate for up to

six months. Once applied orally, the bolus

absorbs rumen fluid causing trace elements

inside the bolus to diffuse outward. At

the same time, surface erosion triggers

the release of additional trace elements,

ensuring a slow, even release into the

rumen. Tracesure

Advanced has been

formulated with vital trace elements, such

as cobalt, iodine, selenium and copper, in

compounds selected for their slow-release

properties, in a single dose.

Our new range has been built on the

trust, goodwill and proven performance

inherent in our legacy brand, enhanced by

Vétalis’ advanced research expertise. The

launch is the culmination of months of

collaboration between technical teams in

the UK and France, and we are confident in

the improved efficacy and reliability of this

science-backed product range.

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OUR STRATEGY CONTINUED

I am delighted that the

first year of our strategic

distribution with Seales

Winslow has been a

success. As a result,

we’re pleased to be able

to continue to support

New Zealand’s farmers

and livestock industry

with our research-proven

supplements.”

Charlie Battle

Country Manager

(UK, Europe & Export)

Strategy in action

Expand into new

growth markets

Strategic distribution

in New Zealand

New entry

into Brazil

With over 20 million sheep and 10

million cattle, including approximately

6 million dairy cows, New Zealand is an

attractive market for Fevara. Extensive

livestock farming remains robust, driving

strong demand for high-quality mineral

supplements and solutions.

In 2025, we made good progress in the

region, following the strategic decision to

close our sub-scale New Zealand business

and instead appoint Seales Winslow as

third-party distributor in November 2024.

Seales Winslow is one of New Zealand’s

leading compound ruminant feed

manufacturers, with three manufacturing

sites and access to over 200 rural merchant

stores across the country, including PGG

Wrightson, Farmlands, NZ Farm Source

and Ruralco.

Twelve months on and our appointment

of Seales Winslow has proved successful,

with operational transition and targeted

customer migration benefits ahead of

schedule.

By volume Crystalyx

Pre-Calver – a low-

calcium, high-magnesium product has

proven the best performer. Our broader

product portfolio also includes Crystalyx

Forage Plus, Crystalyx

Extra High Energy

and Crystalyx

Easy Breather, all of which

have additional market potential.

We anticipate further growth in this

important livestock market as our

distribution agreement with Seales

Winslow moves into its second year.

On 3 December 2025, the Group announced

that it had reached an agreement to acquire

Domino Industria E Comercio LTDA (trading

as ‘Macal’), based in Campo Grande, Brazil.

This marks the Group’s entry into the

world’s largest cattle population market of

over 230 million cattle and is a significant

step forward towards achieving our vision

of being the global expert in extensive

livestock supplements.

Macal is a profitable and cash generative

business having delivered EBITDA of

c.£0.7m (unaudited) in the 12 months to

November 2025.

More information can be found in the

Financial review on pages 40 to 45

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SUSTAINABILITY AND IMPACT REVIEW

Sustainability and

impact review

Our new ESG strategy and framework align

with our strategic focus and impact ambitions.

Refreshing our ESG strategy

In FY25, the Board agreed to a redesign and

reset of our ESG activities to create a more

targeted approach, aligning with our focus

on agricultural feed supplements.

Our ESG strategy development work

spanned six months and was led by third-

party expert, Addidat. The process involved

benchmarking our current activities against

those of our peers, mapping our value chain

to understand the likely impacts, risks and

opportunities (IROs), and identifying the

most significant ones through a double

materiality assessment.

The output is an updated ESG strategy

that focuses the business on managing

these IROs across three pillars, with Senior

Leadership Team members appointed to

spearhead activities in each. Our updated

framework is presented below and more

detailed insight on the process and the

high level of engagement from our Senior

Leadership Team and Board members can

be found in the case study on page 25.

Responsibilities, metrics

and targets

In August 2025, our Board approved the

new ESG strategy and implementation

phase – the first step being to assist pillar

leads in planning their activities. Indicative

metrics and targets have been proposed

and integrated into monthly performance

dashboards. We will continue to refine these

over the next 12 months.

Governance and transparency

To support our pillar activities, we simplified

our governance oversight structure which

centres on our Sustainability and Impact

Committee (SIC). The SIC is chaired by the

CEO and comprises Senior Leadership

Team members who are responsible for

delivering the agreed key focus areas and

initiatives within their respective pillars.

More information can be found on

pages 38 to 39.

People

Governance and

transparency

Production Product

Our purpose

To empower farmers in

extensive grazing systems with

research-proven supplements

that boost profitability, improve

resource efficiency and support

sustainable agriculture.

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Establishing material topics

The output of our double materiality

assessment (DMA) helped us to establish

the materiality of ESG topics based on their

financial risk to Fevara, combined with

the likely positive or negative social and

environmental impacts of Fevara’s business

operations.

Scores were based on inherent risks and

impacts, but also accounted for actions

that were already fully integrated into the

business. This means that, while all ESG

topics are important to us, some are already

more established and therefore have a

different priority focus.

Spotlight on:

Our double materiality assessment

SUSTAINABILITY AND IMPACT REVIEW CONTINUED

1. Employee Health & Safety

2. Product quality and safety

3. Product design (Feed)

4. Business model resilience

5. Supply chain management

6. Materials sourcing and efficiency

7. Employee engagement and development

8. GHG emissions and energy management

9. Product design (Packaging)

10. Employee diversity, equity and inclusion

11. Physical impacts of climate change

12. Water and wastewater management

13. Waste management

14. Labour practices

15. Business ethics (Corruption)

16. Cyber and information security

17. Legal and regulatory compliance

18. Community relations

Strategic

Evolving

Foundational

14 15 16 17 18

8 9 10

11 12 13

Strategic

Through our DMA analysis, we identified

these topics as imperative to shaping

and implementing our ESG strategy. By

focusing on these, we are more confident

in delivering our new growth strategy and

enhancing the resilience of our business

model.

Evolving

We are keeping a watching brief on these

categories as we enter our first full financial

year of trading as a pure-play agricultural

manufacturer. Our current analysis

categorises these topics as ‘moderate’ both

in terms of risk and impact.

Foundational

These categories underpin our business

activities and reflect our core values.

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Case study

Informing our new ESG strategy

workshops with

Senior Leadership

Team and other

key members

in-depth discovery

sessions with

functional experts

Board

presentations

Board survey

SUSTAINABILITY CONTINUED

High level of engagement

and collaboration

Our project started with an inventory of existing ESG

activities, followed by a benchmarking assessment

against a pool of SmallCap market participants. The initial

feedback demonstrated that our approach was active

but that we had an opportunity, alongside wider business

changes, to redefine and refocus it on those areas of ESG

that would both minimise negative impact and maximise

value to our business, industry and customers.

Our first workshop engaged our six Senior Leadership

Team members in the UK and the US, including our CEO

and CFO, and four functional experts. We analysed key

stakeholder audiences and their expectations against our

activities and ambitions. This resulted in the first iteration

of our ESG strategy, which was refined through additional

workshops and one-on-one sessions.

Subsequently, we conducted our first double materiality

assessment (DMA) to understand in greater depth how

our business impacts people and the planet, and vice

versa. The four-stage process included mapping our

value chain against common ESG factors and analysing

financial, social and environmental impacts, using pre-

determined criteria. We surveyed our most material

impacts, risks and opportunities with the Board and used

their feedback to refine the DMA matrix and proposed

strategy, before sign-off.

Our most material topics informed the three new pillars:

People, Production and Product – underpinned by

our focus on Governance and transparency. Given our

thorough analysis and high level of senior management

and Board engagement, we are confident that our top-

down, purpose-led approach will deliver wider benefits to

our industry, alongside creating commercial added value

and differentiation in our marketplace.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Our ESG

framework

People are at the heart of our business. Our goal is

to build a safe, people-first culture that empowers

and supports our staff and communities.

People

Key focus areas and initiatives

Eliminate workplace harm

Eliminate instances of harm in the

workplace and maximise employee

health and wellbeing.

Empower our people

Foster a high-performing, diverse,

inclusive and motivated workforce.

Support people and

communities across

our industry

Pursue engagement initiatives that

positively contribute to the industry,

including the communities we hire

from and the customers we support.

Relevant material topics

Governance and transparency

Establish and operate effective ESG governance. Meet ESG-related

regulatory and reporting obligations that apply at Group level and

in the regions where we operate.

Our framework focuses the business on

managing our most material ESG impacts,

risks and opportunities.

Our purpose

To empower farmers in extensive grazing systems with

research-proven supplements that boost profitability, improve

resource efficiency and support sustainable agriculture.

SUSTAINABILITY CONTINUED

More information can

be found on page 38

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Our goal is to operate responsibly and with

integrity, minimising our adverse impacts

on people and planet.

Our goal is to deliver research-based supplements

for extensive livestock that support positive sector

outcomes.

Production Product

Key focus areas and initiatives

Source responsibly

Understand and control our supply chain

impacts.

Minimise operational footprint

Minimise our operational footprint

by tracking and improving our site

performance on emissions, energy, water

and waste.

Operate with integrity

Maximise stakeholder trust by operating

with integrity, transparency and

accountability.

Key focus areas and initiatives

Prioritise quality and safety

Meet and maintain the highest feed

quality and safety standards.

Deliver evidence-led

value for people and planet

Strengthen pool of evidence for our

products with relevant farm and

academic studies.

Contribute to and promote

industry sustainability

Contribute to product and thought

leadership on the sustainability-related

outcomes in our industry.

Relevant material topics

Policies

Build on pre-existing

policies to better align

with new business focus

and ESG priorities.

SUSTAINABILITY CONTINUED

More information can be

found on pages 74 and 75

KEY

Employee Health & Safety

Product quality and safety

Product design (Feed)

Business model resilience

Supply chain management

Materials sourcing and efficiency

Employee engagement and development

GHG emissions and energy management

Product design (Packaging)

Employee diversity, equity and inclusion

Physical impacts of climate change

Water and wastewater management

Waste management

Labour practices

Business ethics (Corruption)

Cyber and information security

Legal and regulatory compliance

Community relations

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

People

We are focused on empowering our

people – current and new – to support

our ambitious growth plans. This

includes a step-change in the language

we use to communicate our strategy,

objectives, processes and results with

confidence and consistency as we

expand our geographic footprint.”

Sian Wythe

Chief People Officer and People pillar Lead

People pillar goal

People are at the heart of our

business. Our goal is to build a

safe, people-first culture that

empowers and supports our

staff and communities.

Overview

Over the past year, we have

taken significant steps

to empower colleagues,

strengthen engagement and

embed a culture that supports

sustainable growth. This

includes reinforcing our high

Health & Safety standards.

SUSTAINABILITY CONTINUED

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Change and

organisational design

In a year of significant transformation,

including the disposal of the majority

of our Engineering Division and the

closure of Animax, a key objective was to

ensure that we followed a fair, legal and

supportive process. This involved engaging

employees early, explaining the strategic

rationale, discussing options and providing

outplacement support. During the year,

we also strengthened our commercial

function to secure, promote and develop

talent in this critical area for growth. In the

year ahead, we will continue to engage

with colleagues to ensure they are aware

of ongoing changes to the business as we

focus on exciting growth opportunities.

Strategic story

To ensure we have the necessary skill sets

and leadership continuity to support our

planned growth, we are comprehensively

mapping and aligning talent across our

business.

In parallel, we introduced a new

performance development review (PDR)

framework and ran calibration training to

align our managers on how to evaluate our

expectations of ways of working (values and

behaviours), craft (skills and knowledge)

and business outcomes (outcomes and

delivery). Across the business, PDRs take

place quarterly or half-yearly, tailored to

each area, ensuring our people have the

right conversations to support growth and

performance.

Our People Plan

The People Plan underpins our strategy

and represents our springboard for growth.

It aims to support, engage and align

colleagues with our strategic goals and is

built around four priorities:

Change and organisational design

– ensuring our structures and ways of

working are fit for the future.

Strategic story – building a shared

understanding of our purpose and

direction and what good looks like.

Employee voice – creating meaningful

opportunities for colleagues to be heard.

Engaging managers – equipping

leaders with the tools to inspire and

support their teams.

Performance development review areas

Change and

organisational

design

Employee voice

Strategic

story

Engaging

managers

We commit to an

inclusive workplace

where diverse

perspectives drive

innovation and

business success

SUSTAINABILITY CONTINUED

Our more structured and consistent

approach helps managers to identify

development needs and support skills

growth. For our Operations teams, we

introduced a scorecard approach to fast

track training priorities and better guide

effective investment in specific skills.

CRAFT

(Skills and

knowledge)

WAYS OF

WORKING

(Values and

behaviour)

BUSINESS

OUTCOMES

(Outcomes and

delivery)

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Engaging managers

In December 2024, we launched a

values recognition programme. Each

month, individuals are recognised for

demonstrating behaviours aligned to our

core values of Integrity, Responsibility,

Excellence and Innovation. This programme

is helping to embed our values across

geographies and functions.

Values also inform our recruitment

processes. We use a structured matrix to

support objective decision-making, ensuring

we assess technical capability, cultural

alignment and motivation of candidates.

We are investing in various learning and

development programmes relevant to

our business. Initiatives during the year

included: developing bite-sized learning

modules tailored for junior-level employees,

undertaking research to develop training

for people managers and investigating

early careers opportunities. We encourage

self-led learning and also support individual

employees to achieve professional

qualifications.

Focus areas for FY26

• Update employee intranet to strengthen

communication and collaboration across

the Group.

• Focus on wellbeing, social and diversity,

equity and inclusion activities.

• Continued focus on capability building

and connecting colleagues to our

long-term strategy.

Employee voice

During the year, we introduced various new channels to strengthen two-way

engagement with our employees.

Our Action Committee Team (ACT) comprises around ten colleagues who meet

monthly to drive employee-led initiatives. The ACT includes employees in the UK

and US and from various functions, including Operations, Commercial, HR and

representatives from Head Office to ensure a breadth of ideas are captured and

discussed.

We also carried out our first Group-wide employee engagement survey in July 2025

with Workday Peakon. We achieved a high participation rate of 85% and an overall

engagement score of 7.3, close to benchmark levels. We also received 1,481 comments

from the 155 employees who took part. These insights will inform targeted actions in

the year ahead.

July 2025 Employee engagement survey ‘Have Your Say!’

overview

Areas where we performed well Areas for further focus

Autonomy

Having enough freedom to

decide how to do your work

Goal-setting

Knowing what you are expected

to contribute and how your work

supports the goals of your teams

Peer relationships

Willingness of colleagues to help each

other with work if needed

Accomplishment

Regularly feeling a sense of

accomplishment from what

you do

Career path

Seeing a path to advance

a career in our organisation

Mission

Further strengthen how our people

connect with and feel inspired by the

purpose and mission of our organisation

Source: Workday Peakon Employee Voice Survey, July 2025.

SUSTAINABILITY CONTINUED

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Our employees

at a glance

Operations 51%

Sales and Commercial 18%

Customer Service/

administration

Finance 6%

IT 3%

Employees by location %

UK 59%

US 41%

Employees by gender

Male 69.7%

Female 29.3%

SUSTAINABILITY CONTINUED

Equitable pay

We are committed to ‘equal pay

for equal work’. For our last pay

review, we revised our principles

and allocated part of our budget

of the salary increase approved

by the Board to identify and

address any legacy pay equity

gaps. This approach reflects our

commitment to fair and consistent

compensation practices that

support individual contributions

in line with the organisation’s

strategic goals.

Employees by function %

Research and development 3%

Logistics 3%

Marketing 3%

HR 2%

Legal and Company

Secretariat

Health & Safety 1%

Executive (CEO) 1%

1 Continuing operations at year end FY25.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

People

Health & Safety

Overview

In November 2024, we strengthened

our commitment to Health & Safety by

appointing a dedicated Health & Safety

Manager for the continuing business,

responsible for developing our Health &

Safety strategy. We provide a summary

below of key initiatives introduced during

the year, alongside an overview of our

routine training and reporting.

Digital reporting systems

We started a significant project to create

a new, digitised reporting database.

Developed with our IT team, our bespoke

incident dashboard is open in ‘real time’ to

all employees with online access. Through

this, we aim to encourage proactive incident

and near-miss reporting, supporting our

positive safety behaviour and culture.

In time, we aim to digitise additional

information, such as safety inspections, to

allow automatic uploads onto the database.

Lone working support

We have launched a new app that detects

when people are working independently

and prompts check-ins to ensure, for

example, they have arrived safely at their

destinations. Following a pilot, this is now

being rolled out to all lone workers – around

30 people in our UK commercial team.

H&S training and communication

Health & Safety e-training is mandatory for

all employees and is complemented by on-

site inductions for hourly-paid employees.

Our Health & Safety Manager works closely

with all global site managers who are

responsible for cascading Health & Safety

information and updates.

Manual handling risks

One of the most significant operational

risks to the business arises from the manual

handling of large-format products, such as

80kg tubs and 25kg bags, in our production

areas. We are aligning our safe systems

of work, where suitable, with ISO 45001

standards and are looking to introduce

additional training and refresher courses to

mitigate this Health & Safety risk further.

Key metrics and reporting

We track several internal key indicators

as well as official UK Health and Safety

Executive (HSE) measures. These are

reported regularly – for example, monthly

with the internal operations team and

at every Board meeting. Our lead metric

and Group KPI is total reportable incident

rate (TRIR) which covers total recordable

incidents/total worked hours*100’000.

FY25 FY24 FY23

Fatalities 0 0 0

Lost time injuries 1 2 4

Total lost days 2 5 9

Medical treatment injuries 4 7 12

Total reportable incident rate (TRIR) 1.7 2.5 2.3

Total RIDDOR/OSHA incidents 3 7 4

Notes: The above figures cover Health & Safety performance in owned manufacturing sites, as reported to the

Group Board. Figures are based on continuing operations only, other than FY23 figures that include data from

Animax for the full year and FY24 figures that include Animax figures for part of the year. TRIR covers fatalities,

days away from work, restricted work, medical treatment beyond first aid, loss of consciousness or a significant

injury, and illness or disease diagnosed by a doctor or physician.

I have joined a business

where the Senior

Leadership Team

is fully committed

to ensuring a safe

working environment

for our employees and

partners, and I know I

have the full support

of our commercial and

operational teams.”

Barbara Irving

Health & Safety Manager

SUSTAINABILITY CONTINUED

For more information,

see our KPIs on pages 49

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SUSTAINABILITY CONTINUED

Case study

Strategic investment in operational resilience

Halting production for

two full days to focus

exclusively on Health

& Safety is a deliberate

and substantial

commitment, and a

strategic imperative

in service to our non-

negotiable objective:

the elimination of

workplace harm.”

Zach Westberg

President, New Generation

Supplements

Annual safety stand downs

Zach Westberg, President of New

Generation Supplements (NGS), has set

high Health & Safety expectations in our US

operations – shaped by his prior leadership

as a professional firefighter, paramedic and

operations supervisor for the largest private

ambulance service in the US.

Appointed Operations Manager in 2016,

Zach has engineered a proactive safety

culture that empowers all employees to

identify risks, report concerns, and embed

best practices into daily operations. Central

to this framework are the annual Safety

Stand Downs – a two-day operational

pause dedicated to structured training and

skill reinforcement, supported by external

specialists, including safety consultants and

insurance partners. In 2025, the programme

was expanded to all administrative staff and

included OSHA-required training and safe

driver training for our sales team.

Consistent with the UK’s focus, NGS

encourages proactive incident and near-

miss reporting. Standardised hazard

observation cards and defined protocols

enable rapid identification and remediation

of risks.

Through its Health & Safety focus, NGS

has achieved a sustained reduction

in recordable injury rates and safety

performance metrics that exceed industry

benchmarks. The ultimate target, however,

is zero workplace harm – a goal that drives

investment, innovation and accountability

at every level.

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SUSTAINABILITY CONTINUED

Production

Across our Senior Leadership Team,

we are focused on sharing ideas and

learning lessons, raising standards and

creating positive change. This approach

is vital as we develop our workstreams

for the Production pillar, building on

the initiatives already under way at the

site and corporate levels.”

Zach Westberg

President, New Generation Supplements

and Production pillar lead

Production pillar goal

Operate responsibly and

with integrity, minimising

ouradverse impacts on

peopleand planet.

Overview

We are in the process of

building a three-year

delivery roadmap for our

Production pillar, focusing

on the resources, data and

processes required to meet

our reporting expectations

for 2026 and beyond.

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SUSTAINABILITY CONTINUED

Source responsibly

We tap into global supply chains to source

key raw materials from various countries

and jurisdictions. In FY26, a key workstream

is to better understand and control our

supply chain impacts and resilience. To this

end, we have committed to undertaking an

ESG risk assessment of our key suppliers,

covering human rights, environmental and

business disruption risks.

This exercise will build on a high-level

supplier review already made in the UK,

which will inform our overall process and

metric-setting. We also aim to develop a

Group-wide responsible sourcing statement

and guiding principles to measure and

assess our supply base. In some instances,

we will use existing product-based policies

and tools that are well-respected in our

industry – for example, in relation to

sugar and palm oil – as well as ethical due

diligence platforms.

Minimise operational footprint

Across our business units, we proactively

identify opportunities to minimise our

environmental impact, particularly

during equipment upgrades and process

enhancements. These initiatives leverage

advanced production techniques to

drive improvements in energy, water

and waste efficiency.

In the US, for example, we have invested in

barometric condenser technology to deliver

efficiency savings, including water. We

continue to explore emerging technologies

to unlock further environmental and

financial benefits.

Looking ahead to FY26, we will enhance

measurement of emissions, energy, water

and waste, establishing robust improvement

targets at site, regional and Group levels.

These efforts will align closely with our

Product pillar initiatives, including the

integration of life cycle assessment findings.

We will continue to review packaging

innovations such as biodegradable options

and incorporating recycled plastic into

packaging, while ensuring full compliance

with local feed safety standards and

regulations.

Operate with integrity

True to our values, we aim to maximise

stakeholder trust by operating with

integrity, transparency and accountability.

On pages 74 to 75 we set out an overview

of key corporate policies, including those

related to environment, anti-bribery and

anti-corruption, and social and human

rights matters, among others. We aim to

create consistency, subject to jurisdictional

requirements, across the Group, establish

more systematic training, periodic risk

assessment and embed our expectations

and procedures through employee

engagement. This will require cross-

functional collaboration and the sharing

of best practices.

During each process

and equipment

upgrade, we look

for opportunities to

improve efficiencies

and minimise our

environmental impact.

Our latest project aims

to reduce energy/kg

throughput by up to

20%, which would

bring positive capacity,

margin, environmental

and ROCE impacts.”

Mark Meyrick

Operations Director

Production

continued

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SUSTAINABILITY CONTINUED

Product

Our product development process is

customer-led, iterative and integrates

our knowledge of current and future

challenges in the livestock industry. By

building on our in-house expertise and

strengths, carrying out complementary,

focused research and developing

product benefits that look beyond

cost alone, we can address customer

needs more efficiently, and for the

longerterm.”

Charlie Battle

Country Manager (UK, Europe & Export) and Product pillar lead

Product pillar goal

Deliver research-proven

supplements for extensive

livestock that support positive

sector outcomes.

Overview

Our pillar focus areas were

signed off in August 2025.

Some key related activities,

however, were already under

way, including boosting our

technical team, commissioning

a screening life cycle

assessment and becoming

more active in supporting

our industry through alliances

and thought leadership.

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Prioritise quality and safety

We manufacture products consumed by

livestock that are likely to enter the human

food chain. Adhering to the required

food and animal feed quality and safety

standards is non-negotiable. As a minimum,

we conform to standards in our local

jurisdictions and measure and maintain

performance on a site-by-site basis with

a view to continuous improvement. In

time, we will investigate the benefits of

developing our own criteria to enhance our

performance in this area.

Deliver evidence-led value for

people and planet

In both the UK and US, we have historically

developed our products based on research

and technical know-how. As we grow

internationally, we will strive to expand

our research base over time and build an

internal research standards bank to support

our product portfolio. On page 15, we

share how we have bolstered our technical

teams to help achieve this ambition and

explain that, in addition to commissioning

university-led research, we will also conduct

on-farm research trials and apply third-

party research. We are focused on utilising

research results to support product

development that addresses our customer

needs, for example, improving key farm

performance indicators, such as daily live

weight gain (DLWG), fertility and milk yield.

Contribute to and promote

industry sustainability

We have invested in our technical team in

both the UK and US and are enormously

proud of our in-house expertise, which

we consider to be a market-leading

competitive strength. We aim to share

our expertise within our sector by

participating in cross-industry initiatives

and by promoting our thought leadership

externally through various communication

channels, including industry and

educational events, as well as social media.

The results of our

initial screening life

cycle assessment

gave us food for

thought – indicating

product benefits as

well as areas where

we could consider

making changes.

We look forward to

using this as guidance

as we progress with

our new product

development process.”

Richard Wynn, PhD

Head of Technical

SUSTAINABILITY CONTINUED

Product

continued

More in Product pillar

focus areas on page 27

Understanding our

environmental impacts

and benefits

In early 2025, we commissioned a

screening life cycle assessment (LCA)

of three products in two different

formats from our UK range of

Crystalyx

-branded products. The

study assessed the life cycle impacts

of our selected products with a

restricted scope using high-level

data and assumptions, and therefore

the results are not conclusive.

Nonetheless, we learned that the

greatest opportunity to improve

our environmental performance

lies in product formulation, as our

raw materials contribute the most

significant proportion of carbon

impact in our assessment – ahead of

transportation, packaging materials

and processing, for example. We

also considered the effect of product

when it is fed to animals: recent

trial work continues to prove that

Crystalyx

products can improve

animal growth rate, meaning that

the methane naturally produced by

all ruminant animals is effectively

diluted for each kg of liveweight

gain. Efficiency improvements such

as this are important to producers as

they are generally linked to improved

profitability.

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SUSTAINABILITY CONTINUED

Governance and

transparency

During the year, we reviewed

and revised our Sustainability

and Impact Committee as part of

our ESG strategy work to ensure

that our governance structure

supports the pillars and the Board

is advised of developments in this

important area.”

Paula Robertson

Group General Counsel and Company Secretary

and Governance and transparency pillar lead

Governance and

transparency pillar goal

Our goal is to establish

and operate effective ESG

governance, meeting ESG-

related regulatory and

reporting obligations that

apply at Group level and in the

regions where we operate.

Overview

During FY25, we took the

opportunity to check that our

governance aligned with our

ambitions in this area.

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SUSTAINABILITY CONTINUED

About our Sustainability and Impact

Committee

Our Sustainability and Impact Committee (SIC) has

been established to assist the Board in fulfilling its

oversight obligations regarding the development,

review and implementation of the Company’s

sustainability and impact strategy. This includes

our targets, key performance indicators, policies,

procedures, reporting and disclosures. The SIC

is chaired by our CEO, providing a direct link to

the Board. The SIC was formed following review

of the existing three-tier ESG oversight structure.

To better align with the new Group structure and

focused approach to ESG, a simplified structure is

now in place, centred on the SIC.

More information about our SIC governance

can be found in our Corporate governance

report on page 83

Activities in FY25

All current SIC members were closely involved in

the development of our ESG strategy. This process

started in March 2025 and was approved by the

Board in August 2025, together with revised Terms

of Reference, as set out in the summary table

opposite. Following the formal appointment of

the pillar leads in August 2025, just ahead of our

financial year end, the SIC Terms of Reference were

approved and adopted. The SIC started its agreed

meeting cadence from November 2025.

More information about how we developed

our ESG strategy can be found on page 23

Focus in FY26

To support our refreshed governance structure

into the next financial year and beyond, we aim

to regularly review the effectiveness of Board

engagement with ESG pillar leads.

ESG risk appetite

Includes identifying and capturing ESG-related

risks and opportunities and advising the Audit

and Risk Committee on the Company’s risk

appetite and tolerance

Sustainability strategy development

and implementation

Includes advising the Board, monitoring

and reporting on implementation and

developing supporting metrics and policies

Reporting

Includes reporting to the Board each quarter on

SIC activities and overseeing required disclosures

in the Company’s Annual Report and Accounts

ESG horizon scanning

Includes identifying current and emerging

related issues, good practice and regulatory

development and how these should be reflected

in our approach

Duties and responsibilities

Overview of SIC Terms of Reference

Meeting

frequency

Quorum

Committee

membership

At least three times each year (in person or virtually) and as appropriate, including

to support financial reporting, audit cycle and annual report disclosures

Four, one of which will be the SIC Chair or appointed deputy

Five members, including:

• CEO (SIC Chair)

• Pillar leads, currently:

 People Chief People Officer

 Production President, New Generation Supplements

 Product Country Manager (UK, Europe & Export)

 Governance and transparency Group General Counsel and Company Secretary

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Financial review

FINANCIAL REVIEW

Gavin Manson

Chief Financial Officer

The overall performance of the

continuing Group in FY25 reflects

a strong improvement in trading

activities combined with a period

of transformation in central costs

and non-core activities.”

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Financial Review

Fevara plc Annual Report & Accounts 2025

Overview

In FY25, the Group made significant progress

in implementing the transformational

strategic initiatives announced in FY24 to

position the business as an international

specialist in livestock supplements.

Improved performance across our

UK/Europe and US divisions, aligned to

our strategic pillars of 1) Improve operating

margins and 2) Deliver profitable,

commercial growth, has driven FY25

EBIT growth.

We also made progress in line with our

third strategic pillar 3) Expand into new

growth markets, as we announced, post

year end, the agreement to acquire

Domino Industria E Comercio LTDA (trading

as Macal) (‘Macal’), based in Campo Grande,

Brazil. This represents the Group’s initial

entry into the strategically significant

Brazilian market of over 200 million cattle,

with the opportunity to develop a wider

southern hemisphere footprint. Macal is

an established, cash-generative business

with a strong management team that

provides us with an excellent platform for

growth and the opportunity to introduce

higher-margin products in the region.

The acquisition agreement is underpinned

by the new banking facilities, also

announced post year end.

The Group will adopt a conservative

approach to leverage when utilising these

facilities to support the implementation

of its strategy over the coming years. In

combination with the return of £70m to

shareholders through the Tender Offer in

June 2025, this reflects our commitment

to improving operating margin and return

on capital employed, and to generating

shareholder value through sustainable

growth.

FY25 performance summary

The overall performance of the

continuing Group in FY25 reflects a strong

improvement in trading activities combined

with a period of transformation in central

costs and non-core activities. The reduction

in central costs, associated directly with

the sale of the majority of the Engineering

Division in April 2025, and the resulting

reduction in scale arising from that disposal,

took effect largely over H2 FY25 and has

continued into FY26.

The resource necessary for the delivery of

the strategy to transition to an international

specialist in livestock supplements was

put in place over H2 FY24 and H1 FY25. The

resultant overlap of some costs means

that the full effect of net cost reduction is

not fully apparent in FY25; however, the

implementation of cost reductions and

anticipated final position are in line with

management expectations.

The non-core activities of the Group were

significantly simplified in FY25 through the

disposal of nine investment and/or unused

properties, with a further three (including

the former Animax site) currently being

marketed. In addition, the de-risking of

the Group’s pension scheme progressed,

with the completion of the ‘buy-in’ process

started in FY24 and the contingent cash

requirement placed in escrow (see below),

as identified on the balance sheet as

‘restricted cash’.

FINANCIAL REVIEW CONTINUED

Following the disposal of the majority of

the Engineering Division, the discontinued

activities of the Group at the year end

comprised the Chirton Engineering

business (Chirton) and, in respect of non-

current assets held for sale on the balance

sheet, the three properties being marketed.

Chirton was not included in the main

engineering disposal because of its oil and

gas industry focus (in contrast to the nuclear

focus of the businesses sold). We have

received interest in the Chirton business

from a number of parties and a focused

sales process is continuing.

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.

Businesses and assets within the Group

that are not expected to remain part of the

Group are disclosed as being ‘discontinued’.

The results of ‘discontinued activities’ in the

profit and loss account reflect the trading

of discontinued activities up to the point of

disposal or for the full year if not disposed

at the year end. Discontinued activities are

reflected in the balance sheet based on

holding value less estimated disposal costs.

Continuing operations

The continuing operations of the Group

during FY25 represent its direct interests in

the feed supplements markets for pasture

based livestock in the UK and US and its

joint ventures in US and Germany.

The Group also operates through joint

ventures in Germany and the US. The

contribution of these joint ventures is

reported as the Group’s share of post-tax

results.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

FINANCIAL REVIEW CONTINUED

Continuing operations

FY25

£’m

FY24

£’m

Movement

Revenue

UK/Europe 41.4 38.2 +8.4%

US 37.4 37.5 -0.2%

Total 78.8 75.7 +4.1%

Adjusted operating profit

UK/Europe: Fully owned 2.2 1.1 +89.2%

UK/Europe: Joint ventures 0.7 0.6 +19.9%

UK/Europe total 2.8 1.7 +66.7%

US: Fully owned 2.8 2.7 +5.4%

US: Joint ventures 0.7 0.8 -16.3%

US total 3.5 3.5 +0.3%

Central (2.7) (3.0) -11.7%

Total 3.7 2.2 +69.2%

Adjusting items

UK/Europe (1.4) (2.7) -47.2%

US (0.3) (1.8) -84.8%

Central 0.4 (4.5) +109.3%

Total (1.3) (9.0) -85.7%

Operating profit/(loss)

UK/Europe 1.4 (1.0) +239.0%

US 3.2 1.7 +88.7%

Central (2.3) (7. 5) -70.0%

Total 2.4 (6.8) +135.1%

The UK businesses continued to

benefit from the management and

operational integration initiated in H2

FY24. Programmes focused on margin

improvement, growth and working

capital efficiency were embedded into

core business practices. These initiatives

are delivering both tactical and structural

benefits through a culture of continuous

improvement, supported by enhanced

performance management and targeted

employee development.

In Q2 FY25, the Group exited its sub-scale

New Zealand distribution operations

and entered an agreement with a local

distributor with an established sales

infrastructure. As a result, sales of product

to New Zealand (now recorded within UK

sales) increased by 3.9% year-on-year.

Volume

Sales of manufactured tonnage across the

UK businesses increased by 7.0% during

the year. Caltech achieved strong growth of

14.5%, driven by demand for Crystalyx

, its

low-moisture block range. Scotmin recorded

a 4.9% reduction, reflecting the planned

rationalisation of legacy products to restore

competitive margins.

Revenue

Net revenue from the UK businesses

increased by 8.4% to £41.4m. The

improvement was led by Caltech with a

year-on-year revenue increase of 14.0%.

Despite reporting lower tonnage volumes,

Scotmin’s revenue grew 3.5%, supported

by stronger sales of bagged minerals and

concentrates and the transfer of bolus sales

from Animax in July 2025.

Animax’s revenue decreased by 4.9% to

£4.8m, reflecting the conclusion of the

Aquaculture contract (FY24: £1.2m; FY25:

£0.2m). Excluding Aquaculture, bolus sales

increased by 29.6% to £5.0m, supported by

operational improvements that increased

throughput and positioned the business for

the Tracesure

2.0 launch in Q1 FY26.

Margins

Gross margins in the continuing businesses

improved strongly, reflecting gains in

procurement, operational efficiency and

commercial execution. Caltech’s margin

increased from 17% to 28%, and Scotmin’s

from 8% to 14%, with both businesses

benefiting from improved product mix and

cost control. Animax’s margin declined from

53% to 42%, due to early-year downtime

and additional labour costs associated with

throughput measures.

EBIT

The UK businesses, including share of

results from joint ventures, delivered

adjusted EBIT of £2.8m, an increase of £1.1m

(or 67%) on the prior year. This improvement

reflected strong underlying trading at

Caltech, up £1.1m (or 45%) and Scotmin, up

£0.1m (or 41%), alongside a £0.9m (or 147%)

reduction in losses at Animax. Business

results are also inclusive of the previous

investment in UK leadership team in line

with the Group’s strategic growth objective.

Joint venture

Our joint venture Crystalyx Products GmbH

(Oldenburg, Germany), manufactures

and distributes Crystalyx

products across

mainland Europe. Fevara’s post-tax share of

profits increased by £0.1m (or 20%) to £0.66m,

reflecting continued demand growth in core

European markets and sustained operational

efficiency at the facility.

The US Division comprises the New

Generation Supplements (NGS) feed block

operations at Belle Fourche, South Dakota,

UK/Europe

During the year, the UK/Europe Division comprised the Group’s Crystalyx

operations:

Caltech in Silloth, Cumbria, Scotmin in Ayr, Ayrshire, Animax near Bury St Edmunds, Suffolk,

and the joint venture with Crystalyx Products GmbH in Oldenburg, Germany. In July 2025,

the Animax plant was closed, with production outsourced and sales of enhanced product

transferred to Scotmin.

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Fevara plc Annual Report & Accounts 2025

FINANCIAL REVIEW CONTINUED

and Poteau, Oklahoma, together with two

joint ventures Gold-Bar Feed Supplements

LLC (‘Gold-Bar’) in Sioux City, Iowa and ACC

Feed Supplement LLC (‘ACC’) in Shelbyville,

Tennessee. The loss-making Afgritech

business in Watertown, New York was

closed on 31 October 2024 and sold on 1

November 2024; results are reported under

‘discontinued operations’.

Volume

Strong demand in the northern states

supported the Belle Fourche operations,

which achieved 10.5% volume growth. At the

Poteau plant, we undertook an operational

and commercial restructure, which resulted

in a 2.3% decline for the full year. However,

the benefits of management’s actions

and commercial activity were apparent

in Q4 FY25 and into Q1 FY26 as volumes

rebounded. The closure of the Silver Springs

plant in Nevada (January 2024) provided a

natural offset. Overall, US output increased

by 2.4%, or 5.0% across continuing plants.

Revenue

Revenue reflected these volume trends,

with gains at Belle Fourche offset by

reductions at Poteau and Silver Springs.

On a constant currency basis, revenue

increased by 2.6%, or 5.2% across continuing

plants. After translation to the reporting

currency, reported revenue decreased

marginally by 0.2% year-on-year.

Margins

Gross margins in our US Division improved

from 19.6% in FY24 to 21.0% in FY25,

reflecting greater utilisation and efficiency

at Belle Fourche, partly offset by the

restructuring activities earlier in the year,

as described above. Operational and

commercial initiatives delivered during the

year supported these improvements and

are expected to benefit margins in FY26.

EBIT

Adjusted EBIT performance mirrored

volume trends: Belle Fourche’s EBIT

increased 23.0%, while Poteau decreased

by 70.1% due to lower volumes and higher

labour costs. The closure of Silver Springs,

which was loss-making in FY24, contributed

to a net divisional improvement of 32.3% on

a constant currency basis.

After translation and overhead allocation,

divisional adjusted EBIT before results from

joint ventures increased by £0.15m (or 5.4%)

to £2.8m. A £0.13m (or 16.3%) reduction in

post-tax joint venture profits brought the

total US divisional profitability to £3.5m, a

modest 0.3% improvement on the prior

year and a creditable result in a market that

experienced declining cattle numbers in

the year.

Joint ventures

The US Division includes joint ventures Gold-

Bar (Sioux City, Iowa) and ACC (Shelbyville,

Tennessee). The Group’s post-tax share of

joint venture profits decreased by 16.3% to

£0.69m, reflecting a £0.2m reduction at ACC,

partially offset by a £0.07m increase from

Gold-Bar.

Central

To reflect the Group’s focus as a single

business operating globally, as evidenced

by the Group’s disposal of the majority of

its Engineering Division in April 2025, the

Group is engaged in an ongoing process to

reduce the scale, complexity and cost of its

central operations.

While the timing of the disposal reduced

the impact of these cost reductions in FY25,

the process has continued into FY26 and is

proceeding in line with expectations. Run-

rate central costs are currently c.65% of the

level in FY24, prior to the engineering sale.

Discontinued operations

The result of the discontinued operations of the Group reflects:

£’m

Adjusted operating profit 5.4

Adjusting items 12.6

Operating profit from discontinued activities 18.0

Adjusted operating profit

£’m

1 Afgritech business prior to closure in October 2024 –

2 Engineering businesses disposed in April 2025 5.4

3 Chirton Engineering business throughout FY25 –

Adjusted operating profit from discontinued activities 5.4

1 The Afgritech business in Watertown, New York was an agricultural feed business supporting the dairy

cattle industry in upper New York State. The business viability was compromised by relative structural

movements in the commodity price for Canola vs Soya. In FY24, the business lost £0.5m and the decision

to dispose was taken prior to the end of FY24. The business closed on 31 October 2024 and the assets of

the business were sold on 1 November 2024. Closure costs net of a small gain on sale of the assets of the

business of £0.5m is reflected within ‘adjusting items’.

2 The Engineering Division, less Chirton (see below), was sold to Cadre Holdings, Inc. in April 2025. The

adjusted operating profit of the disposed businesses in the period up to the point of disposal was £5.4m.

The gain on sale of the businesses (net of disposal costs) of £16.2m is reflected within ‘adjusting items’.

3 The Chirton Engineering business was retained throughout the FY25 financial year – however, it remains

the intention of the Group to sell the business and a sales process is under way. The adjusted operating

profit of the business in FY25 was £nil (FY24: loss £0.6m). Actions have now been taken to further improve

the profitability and prospects of the business.

Adjusting items

In FY25, the Group recognised net adjusting items of a gain of £11.3m. This comprised net

costs of £1.3m within continuing operations and a net gain of £12.6m within discontinued

operations, driven by a gain on sale of the engineering businesses.

M&A activity costs

A key pillar of the Group’s future strategy, announced in December 2024, is the entry into new

structural growth markets. In the lead up to the Group’s announcement on 3 December 2025

of its entry into the Brazilian market through an agreement to acquire Domino Industria E

Comercio LTDA based in Campo Grande, Brazil, the Group conducted thorough research on

the Brazilian and other potential target markets. In conducting this research and preparation

for entry into new markets, the Group incurred costs of £0.4m.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

FINANCIAL REVIEW CONTINUED

Post balance sheet events

Banking facilities

On 17 November 2025, the Group

announced that it had entered into new

Group banking facilities with HSBC,

comprising £20m committed facilities and

£10m uncommitted facilities. The facilities

comprise a revolving credit facility with an

expiry period of three years, extendable

by two further one-year periods.

Agreement to acquire Domino

Industria E Comercio LTDA (‘Macal’)

On 3 December 2025, the Group announced

that it had reached an agreement to acquire

Domino Industria E Comercio LTDA (trading

as ‘Macal’) based in Campo Grande, Brazil.

The transaction is expected to complete

in six to eight weeks, with initial purchase

consideration of £5.0m and a further £0.8m

to £1.9m payable in March 2028, subject to

business performance.

Restructuring costs

Restructuring costs of £2.4m were

incurred in continuing operations, primarily

in relation to the central organisation and

UK/Europe and UK management structure.

In discontinued operations, costs of £0.6m

were incurred relating to the closure of

Afgritech.

Profit on disposal, fair value

measurement and impairment

A profit of £16.2m was recognised in

relation to the sale of the majority of the

Engineering Division that completed in

April 2025. Discontinued operations also

included costs relating to the preparation

for sale of Chirton Engineering £0.3m

together with an impairment against

the business assets of £2.8m.

Continuing operations of £2.8m related

to the net gains realised on disposal of the

property sales concluded in the period.

Non recurring costs incurred centrally

Costs of £0.6m incurred in the year centrally

related to the Engineering Division/disposal

process that are non recurring.

Pension de-risking

During the year, the Group completed the

first stage of de-risking its defined benefit

pension scheme through the purchase by

the scheme trustees of a ‘buy-in’ annuity

policy to insure the liabilities of the scheme.

Costs associated with this process of £0.4m

were incurred.

Sale of Engineering Division

The Group entered into an agreement

with Cadre Holdings, Inc. on 16 January

2025 for the sale of the majority of its

Engineering Division for an enterprise value

of £75m. Following regulatory approval, on

completion in April 2025 the Group received

cash proceeds of £68.6m with a further

£1.5m due on receipt of related RDEC tax

claims. Costs of disposal were £2.4m.

Tender Offer

In June 2025, the Group completed a

Tender Offer process to return £70m of the

combined net proceeds of the Engineering

and property sales to shareholders. This

resulted in the repurchase and cancellation

of 42,944,785 shares (approximately 45% of

the issued share capital) at a price of £1.63

per share. Costs of £0.9m were incurred.

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’ 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 218 to 219.

Finance costs

Net finance income from continuing

activities of £0.5m reflects net operational

interest plus the one-off deposit interest on

the proceeds of the sale of the majority of

the Engineering Division in April 2025, prior

to distribution to shareholders through the

Tender Offer in June 2025.

Profit before tax

Adjusted profit before tax of £4.2m for

continuing operations represents a 67%

increase on the £2.5m equivalent from

FY24. This reflects the improvement in

performance of the underlying business.

Profit before tax from continuing operations

of £2.9m (FY24: loss £6.5m) reflects the

combination of that improved performance

and the significant reduction in adjusting

items within continuing operations.

Taxation

The net tax credit on continuing operations

of £0.1m reflects a tax charge on continuing

operations of £0.8m (FY24: credit of

£0.035m), offset by a reduction in deferred

tax of £0.9m (FY24: increase of £0.6m).

Adjusting items

The adjusting items reflected in FY25 are:

Costs/(Profits)

Continuing

£’m

Discontinued

£’m

Total

£’m

M&A activity costs 0.4 – 0.4

Restructuring/closure costs 2.4 0.6 3.0

Profit on disposal of disposal group and

non-current assets previously classified as

held for sale (2.8) (16.2) (19.1)

Loss on fair value less costs to sell and

impairment of disposal group assets – 3.1 3.1

Non-recurring costs incurred centrally

that related to the Engineering Division

and transaction 0.6 – 0.6

Costs related to pension scheme buy-in 0.4 – 0.4

Other 0.3 – 0.3

Total (Note 5) 1.3 (12.6) (11.3)

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Fevara plc Annual Report & Accounts 2025

Meet our Chief Financial Officer

Gavin Manson was appointed Chief Financial Officer on 13 November 2023.

Skills and experience

Gavin is a Chartered Accountant (ICAS), having qualified with KPMG, and has held

finance leadership and investor relations roles in a career spanning over 25 years.

He has a track record of implementing strategic change and turnarounds and

demonstrating shareholder value creation in various sectors and geographies.

Previous appointments

Gavin has held executive and non-executive roles, including Chair,

across public and private companies. Previous appointments

include Chief Financial and Operating Officer of Electra Private

Equity PLC, Group Finance Director of Premier Farnell plc,

Finance Director of the largest division of Thomas Cook Group Plc

and Managing Director of Merck Services UK Ltd.

Other commitments

• Non-Executive Director of AIM-listed Windar Photonics plc.

• Non-Executive Director and Chair of Audit and Risk

Committee of Meallmore Ltd, one of the largest care

home operators in Scotland.

FINANCIAL REVIEW CONTINUED

Earnings per share

The total profit attributable to the equity

shareholders of the Company amounted

to £19.9m, equating to basic earnings per

share of 23.1 pence (FY24: loss of 6.1 pence).

The basic earnings per share on continuing

operations was 3.5 pence (FY24: loss of 4.8

pence). The adjusted earnings per share for

continuing operations was 4.4 pence (FY24:

2.6 pence).

Foreign exchange impact

Foreign exchange movements principally

impact the Group through the translation of

profits earned in the US and Europe.

The impact of foreign exchange on revenue

and adjusted EBIT for continuing operations

for FY25 was:

Reported Constant currency

£’m

Growth

% £’m

Growth

Revenue 78.8 4.1% 80.0 5.7%

Adjusted

EBIT 3.7 69.2% 3.8 72.8%

Cash flow and net cash/debt

During the year, the continuing operations

of the Group generated £3.9m cash from

operating activities, prior to the investment

of £1.3m in fixed assets.

Net cash available for continuing operations

as at the end of FY25 was £2.6m (FY24:

£8.0m) with an additional £4.6m (FY24: £nil)

of restricted cash, held in escrow in respect

of the pension scheme (see below).

Non-trading cash movements in the

year related to items described above –

principally the sale of the majority of the

Engineering Division and other assets, the

Tender Offer and the establishment of the

pension scheme escrow account.

In addition, dividends of £3.8m were paid

to shareholders. Details are available in the

Consolidated statement of cash flows.

Pensions

The Group operates defined contribution

and defined benefit pension schemes.

In FY24, the Group began the process to

de-risk its defined benefit pension scheme.

As a consequence of uncertainties over the

potential future liabilities of the scheme

as a result of issues identified over the

application of legislative changes in the

1990s, in FY24 the Group agreed to place

£4.5m in escrow (jointly with the pension

scheme trustees). In FY25, that money was

placed in escrow and is disclosed on the

Group balance sheet as ‘restricted cash’.

In January FY25, the trustees completed the

purchase of a bulk annuity policy to insure

the liabilities of the scheme – subject to

resolution of the issues referred to above. On

resolution of the issues and the completion

of the process for the insurer to enter into

contracts directly with scheme members,

any unutilised balance from the escrow

account will be returned to the Group.

The movement in the retirement benefit

obligation/asset from FY24 to FY25 reflects

the buy-in accounting where the fair value

of the assets match the liabilities to the

extent they are covered under the policy.

The liabilities not currently covered include

liabilities to be determined during the data

cleanse exercise which will be brought

under the policy when the final premium

is determined. The Company has set aside

funds to cover expenses and liabilities of the

scheme during this period. This is shown as

restricted cash on the balance sheet.

Dividends

During the year, the Group paid dividends

totalling £3.8m comprising a final dividend

for FY24 of 2.85 pence per share and an

interim dividend for FY25 of 1.2 pence per

share. A final dividend for FY25 of 1.2 pence

per share, making a total for the year of 2.4

pence per share (FY24: 5.2 pence), will be

proposed to shareholders at the Company’s

AGM in February 2026. Subject to

shareholder approval, the final dividend will

be paid on 13 March 2026 to shareholders

on the register at close of business on

23 January 2026, and the shares will go

ex-dividend on 22 January 2026.

Reflecting the Group’s renewed focus on

growth, on 9 December 2025, the Board

agreed to move towards a progressive

dividend policy, targeting cover of at least

2x. This approach ensures we can continue

to invest in the business in line with our

growth strategy, while sustaining an

appropriate level of shareholder returns.

A copy of the updated Dividend Policy can

be found at www.fevara.com.

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Fevara plc Annual Report & Accounts 2025

STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

FY22 FY22 FY22

FY23 FY23 FY23

FY24 FY24 FY24

FY25 FY25 FY25

98,276 20.4 8.5

82,377 17.4 3.5

78,903 18.8 2.9

82,161 21.7 4.7

KEY PERFORMANCE INDICATORS

We monitor our

growth and health

as a business, and

our performance

against strategy,

using the following

key performance

indicators.

Sales volumes

(continuing operations)

82,161

tonnes

FY24: 78,903 tonnes

Financial and

operational

KPIs

Gross margin

(continuing operations)

21.7%

FY24: 18.8%

Adjusted Group operating margin

(continuing operations)

4.7%

FY24: 2.9%

More information

on page 42

More information

on page 218

More information

on page 218

Why this measure is important

Revenue in isolation is not necessarily an

indicator of performance in our business,

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.

FY25 performance

Volume growth of 4.1% in FY25, in

conjunction with the significant increase

in gross margin, reflects a strategic

focus on growth of higher margin

differentiated products.

Why this measure is important

The gross margin for our business is

impacted by the drivers of changes in

revenue (volume and price) as well as

fluctuations in raw material costs.

FY25 performance

An overall increase in gross margin of 2.9%

reflects the benefit of focus on higher

margin products and the delivery of

targeted procurement benefits.

Why this measure is important

The operating margin reflects the gross

margin achieved, as well as the distribution

costs and administrative expenses required

to support our operations.

FY25 performance

The Group’s improved operating margin

reflects both the focus on gross margin

improvement and in overhead efficiency.

Our ambition is to achieve operating

margins of over 10% in the medium term.

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Fevara plc Annual Report & Accounts 2025

FY22 FY22 FY22

FY23 FY23 FY23

FY24 FY24 FY24

FY25 FY25 FY25

0.9 6.2 5.9

(2.9) 2.9 2.5

4.2

2.5 2.6

3.9 4.2 4.4

Operating cash flow

(continuing operations)

£3.9m

FY24: £4.2m

Adjusted profit before tax (PBT)

(continuing operations)

£4.2m

FY24: £2.5m

Adjusted earnings per share (EPS)

(continuing operations)

4.4 pence

FY24: 2.6 pence

KEY PERFORMANCE INDICATORS CONTINUED

Financial and

operational

KPIs

continued

More information

on page 218

More information

on page 218

More information

on page 45

Why this measure is important

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.

FY25 performance

Operating cash flow of over 112% of adjusted

EBITDA reflects the benefit of focus on

working capital efficiency through both

structural improvements and management

focus.

Why this measure is important

This measure is important because it

reflects the performance of the business

and the effectiveness of asset utilisation.

FY25 performance

The improvement in performance in

FY25 reflects the improvement in trading

performance combined with the return

on cash assets.

Why this measure is important

This measure reflects the earnings per

share of the continuing Group before

adjusting items relating to these operations.

It therefore may be considered to be a

measure of the business.

FY25 performance

The increase in adjusted EPS reflects the

improved performance in FY25 as indicated

by the KPI for adjusted profit before tax. It

also recognises a reduced level of shares

in issue following the repurchase and

cancellation of shares in the year. It is a

strategic focus of the Group to minimise/

eradicate future adjusting items.

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Fevara plc Annual Report & Accounts 2025

STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

FY22 FY22 FY22

FY23 FY23 FY23

FY24 FY24 FY24

FY25 FY25 FY25

(2) 10.1

0.93

21 6.7 (0.38)

(13) 5.1 (3.28)

15 9.5

(0.73)

Total shareholder return

(TSR) three-year average

(Continuing operations)

15%

FY24: (13%)

Financial and

operational

KPIs

continued

Return on Capital Employed

(ROCE)

(Continuing operations from FY24)

9.5%

FY24: 5.1%

Net (cash)/debt to adjusted

EBITDA

(Continuing operations)

(0.73)

FY24: (3.28)

More information

on page 121

More information

on page 218

More information

on page 218

Why this measure is important

Our three-year average TSR performance

indicates the total medium term return to

shareholders. This gives a historical basis

on which to compare the outcome of an

investment in the Group to alternative

investment opportunities.

FY25 performance

In FY25, our three-year average TSR

performance reflects a significant

improvement on the prior year and forms

a strong basis for targeted consistent

future returns.

Why this measure is important

ROCE indicates the efficiency in capital

utilisation in the delivery of profits.

FY25 performance

The significant increase in ROCE in FY25

reflects strategic focus on product margins,

overhead efficiency and capital allocation.

Continued improvement in ROCE is a

strategic focus.

Why this measure is important

This reflects the ability of the Group to

service its debt.

FY25 performance

The negative measurement at the end

of both FY25 and since FY22 results from

the net cash position of the Group at

these balance sheet dates.

KEY PERFORMANCE INDICATORS CONTINUED

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Fevara plc Annual Report & Accounts 2025

Non-financial

KPIs

FY23

FY24

FY25

2.3

2.5

89.9

1.7

7.3

62.1

Total reportable incident rate

(TRIR)

, rolling 12-month average

1.7

FY24: 2.5

Employee engagement score

7.3

FY24: n/a

Intensity metric

(tCO

e per £m turnover)

62.1

FY24: 89.9

More information

on page 32

More information

on page 30

More information

on pages 72 to 73

Why this measure is important

We are committed to creating a culture

where Health & Safety is a top priority for

all in our business. We record and report all

incidents, and near-miss hazards, to improve

the safety of our workforce.

FY25 performance

In FY25, we recorded a reduction in our TRIR,

reflecting our ongoing focus in this area

and the appointment of a dedicated Health

Safety Manager in November 2024.

1 TRIR covers fatalities, days away from work,

restricted work, medical treatment beyond

first aid, loss of consciousness or a significant

injury, and illness or disease diagnosed by a

doctor or physician. It is calculated by taking

total recordable incidents/total worked

hours*100’000.

Why this measure is important

Our People Plan underpins our overall

growth strategy, and employee

engagement reinforces our commitment

to ‘creating meaningful opportunities

for colleagues to be heard’ – one of four

HR priorities. We consider our employee

engagement score as a key proxy metric

for how well we are implementing our

People Plan.

FY25 performance

In July 2025, we carried out our first Group-

wide employee survey with Workday

Peakon, achieving a high participation rate

of 85% and an overall engagement score

of 7.3, close to benchmark levels. We use

survey insights to inform actions for the year

ahead, and aim to carry our annual surveys

and report our engagement score each year.

Why this measure is important

The goal of our Production pillar in our

new ESG framework is to operate

responsibly and with integrity, minimising

our adverse impacts on people and planet.

Our intensity metric is key in understanding

our carbon emission reduction performance

as we grow.

FY25 performance

In FY25, our intensity metric decreased

against a restated FY24 baseline. Our

baseline year has been restated to facilitate

a meaningful year-on-year comparison as

we transition to an international specialist

in livestock supplements. More detailed

information can be found in the SECR

report on pages 72 to 73.

1 FY25 and FY24 (restated) figures relate to Group-

owned operations only and do not include other

sites, such as joint ventures, where Fevara plc has

no operational control. The figures cover UK and

US agricultural businesses, our head office and

Chirton Engineering.

KEY PERFORMANCE INDICATORS CONTINUED

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Fevara plc Annual Report & Accounts 2025

STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

PRINCIPAL RISKS AND UNCERTAINTIES

Our approach to risk

management

The growth and resilience of the Group

rely on our ability to exploit strategic

opportunities, while effectively assessing

and managing the inherent risks in our

strategy and the international markets in

which we operate.

Our approach to risk management is

designed to ensure a systematic and

planned method of identifying, assessing,

mitigating, and monitoring risks across

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.

Operational risks are those risks inherent in

the delivery of defined strategy. Strategic

risks are those risks that arise through

strategic decisions and objectives.

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.

Our embedded approach to risk management places

risk, risk appetite and opportunity assessment at the

heart of our strategy and operations.

Utilising the framework, 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.

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 on 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 carries out a biannual

assessment of the principal risks facing

the Group together with any emerging

risks. This is supported by the Audit and

Risk Committee, which undertakes deep-

dive reviews into selected operational risks

at each meeting and quarterly reviews of

operational risk registers, with 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.

Internal controls are also subject to review

by Internal Audit.

During the year, no significant incidents

arising from internal control failure were

identified. However, an internal review

of controls and processes conducted in

the prior year had 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’s organisational

design at that time.

Prioritised actions to improve the control

environment, particularly financial controls,

were implemented immediately with

a structured approach to continuous

improvement in all areas of control and

compliance aligned with the Group’s

transformation which continued

throughout FY25. The effectiveness of

the Group’s system of internal control will

continue to be reviewed by the Board in

FY26 and onwards.

Principal risk factors

Following the disposal of the majority of

our Engineering Division in April 2025, the

Group is now a more focused business.

The principal risks and uncertainties

we have identified, given our current

composition and future strategy, are

detailed below, alongside the steps we are

taking to mitigate them where possible.

For each risk, we have identified a net

year-on-year change. This is based on our

risk management approach during the

transitional year, which evaluated both the

impact of the disposal of the engineering

businesses and continuing business risks on

the significance of risks to the Group.

Any identified increase in risk is attributable

to the reduction in business scale by moving

to one division, thereby making specific

risks more pronounced.

Risk

identification

Risk

mitigation

Risk

monitoring

Risk

assessment

Risk

management

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PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

KEY

Increase Decrease Stable

Risk Description of the risk Management and mitigation Year-on-year change in risk

Core market

delivery

Since the divestment of the majority of our Engineering

Division, our business model has changed significantly and

is now focused on livestock supplements. Therefore, our

financial performance is more dependent on achieving

targets in our core and mature markets in the UK/Europe

and US, where profitable growth will require market share

gains and improved commercial performance.

The Group operates a structured approach to identifying risks and

opportunities with respect to both market share and commercial

performance. Delivery of objectives is reflected in aligned

incentive arrangements throughout the organisation. Progress in

managing risks and delivering opportunities is reviewed monthly,

with corrective actions taken when appropriate.

More information

CEO review on page 6

New market entry One of the Group’s three strategic pillars is ‘Expand into

new growth markets’. This element of strategy carries risks

associated with market selection, execution of entry and

subsequent delivery of assessed potential. The Group’s risk

appetite in respect of entry into new markets is balanced

but conservative.

We have conducted a thorough assessment of market

opportunities and execution risks, using expert advisers and

detailed in-market analysis. Specific entry opportunities in

priority markets are subject to exhaustive due diligence. Entry

and performance will be managed via the Group’s established

performance and risk management frameworks, and in

accordance with project review gateways and approvals that are

set at the outset of any major project.

More information

Our strategy on page 18

Treasury The Group’s Treasury risks are primarily related to funding

adequacy and the impact of foreign exchange.

Funding adequacy:

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.

Foreign exchange:

The Group has international businesses generating more

than 50% of its profits outside the UK. This means that

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.

Funding adequacy:

The Group follows a clear Capital Allocation Policy, which reflects

the Group’s strategic direction as an international specialist in

livestock supplements. The Group renewed its banking facilities

in November 2025 with extensions available until November 2030.

These facilities are quantified and structured consistently with the

requirements of the Group’s strategy over the coming five years.

The utilisation, adequacy and cost of our funding facilities are

regularly reviewed by the CFO and the cash position of the Group

is reviewed every week.

Foreign exchange:

The Group manages its foreign exchange risks through

compliance with a Foreign Exchange Policy updated in 2025

following the disposal of the engineering businesses to reflect the

circumstances and strategy of the Group. Foreign exchange risk

is managed within a defined Risk Appetite through the utilisation

of a combination of supply chain strategies, natural hedging and,

where appropriate, hedging products.

More information

Financial review on page 40

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Risk Description of the risk Management and mitigation Year-on-year change in risk

Delivery of

shareholder value

Following the disposal of the majority of the Engineering

Division, the Group has a reduced market capitalisation

with lower share liquidity. To deliver shareholder value

and maintain effective access to capital markets, we must

ensure that our market valuation reflects our strategic

potential and that investors can trade shares efficiently.

We run the risk of not delivering our expected or potential

share value if we fail to choose the right strategy, fail to

execute the strategy successfully or fail to communicate

sufficiently with the market.

The Group now has a simplified strategy and a clear investment

case. We measure the delivery of our strategy, our financial

performance and our ability to execute all agreed growth

opportunities effectively.

A rolling Investor Relations plan is in place to ensure effective

communication with current and potential investors. Key capital

market metrics are monitored against peers and integrated into

management incentives.

More information

Our strategy on page 18

Reliance on key

customers and

customer demand

The Group’s business is focused on a range of products

and customers primarily located in the UK/Europe and the

US. This concentration has increased following the disposal

of the majority of our Engineering Division. There is a risk

that external factors could materially impact the cost of

products, affecting manufacturing costs, selling prices and

therefore associated demand levels.

We have recognised and trusted core brands that support our

ability to maintain long-term relationships with key customers.

Through our research-proven processes, we develop products to

meet customer needs and expectations, and we are investing

in commercial and marketing resources to strengthen our core

brands further. We are actively looking to expand into new growth

markets and gain new customers, thereby further expanding our

existing customer base.

More information

Our strategy on page 18

Political, economic

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 the US could impact us,

and we are sensitive to risks regarding trade agreements

covering either territory – albeit that we largely source and

sell in individual markets.

While the high inflation levels seen in recent years

have receded, political uncertainty and the risk of

‘system shocks’ remain. We must consider the risk of

our customers deciding to use cheaper, less effective

alternatives to our premium products.

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 we use.

We monitor legislation across the markets in which we operate

and assess the impact of changes proposed and made on our

businesses.

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.

More information

TCFD report on page 55

Legal, regulatory

and reputational

Our products are critical components of the food chain

and any failures in our quality management or compliance

systems could mean that these products do not meet

regulatory or quality requirements, or that we fail to

comply with all relevant legislation.

Our technical leaders monitor our regulatory environment

across the Group, and all existing and new product registrations

are subject to a rigorous process. We have strict quality control

measures in each manufacturing facility and for our logistics

services, with protocols in place should a quality challenge arise.

Regulatory and compliance requirements are assessed in each

market with local compliance monitoring processes in place.

More information

Sustainability and impact

review (Product) page 36

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PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Risk Description of the risk Management and mitigation Year-on-year change in risk

Health & Safety There is a risk that Health & Safety hazards could cause

harm to customers, employees or the general public.

Health & Safety performance is reviewed at all Board meetings

and the Board considers this a priority for the business. We have

a dedicated Health & Safety resource, and the Group’s Health &

Safety programme is founded on a learning culture that aims to

ensure early identification of potential risks and hazards, as well as

empowering all employees to report these.

Health & 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.

More information

Sustainability and impact

review (People) on pages

28 to 33

IT and cybersecurity A successful cyberattack could lead to financial loss and a

breach of data confidentiality. As technology is critical to

our operations, all systems must be secure, reliable and

resilient.

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.

We continue to invest in new technology, as witnessed by the

successful implementation of a new ERP system in our US

business. We maintain a watching brief on evolving trends and

new dangers and ensure we react appropriately.

Animal welfare Demand for our products is linked to herd sizes in our

key markets. A significant animal disease outbreak could

cause a rapid reduction in herd size, leading to a sharp

short-term decrease in demand followed by a herd rebuild

programme. The business must be resilient enough to

manage such demand volatility.

Disease outbreaks are typically localised, with established

control mechanisms to limit their spread. The Group’s strategy

of geographical expansion will further mitigate the impact of an

outbreak in any single market. Furthermore, we conduct stress

tests against severe but plausible downside scenarios as part of

our regular business planning.

More information

TCFD report on page 55

KEY

Increase Decrease Stable

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

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 2028, taking account of the

current financial position, future prospects and the principal risks,

as detailed on pages 50 to 53 (inclusive).

The Group’s strategic planning process is led by the Chief Executive Officer, 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 considers

the period to August 2028. The Group’s operating budget for the year to 31 August 2026 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.

Following the disposal of the majority of the Engineering Division in April 2025, the Group

is primarily a focused agricultural products business. It is intended that the remaining

engineering business is sold in FY26. However, the scale and results of this business make

the timing of disposal immaterial to the stability of the Group.

Following the net impact of trading cash generation, the proceeds of sale of the engineering

businesses, the proceeds of sale of surplus properties, the return of capital via the June 2025

Tender Offer and the establishment of the pension scheme escrow account, the Group

remained in a net cash position at the period end.

The Group has subsequently entered into a new £20m bank facility lasting to November

2028 and extendable by up to a further two years. In addition, on 3 December 2025 the

Group announced that it had reached agreement to acquire Domino Industria E Comercio

LTDA (trading as ‘Macal’), based in Campo Grande, Brazil. This marks the Group’s entry

into the world’s largest cattle population market and is a significant step forward towards

achieving our vision of being the global expert in extensive livestock supplements. Initial

purchase consideration is £5.0m, with a further £0.8m to £1.9m payable in March 2028,

subject to business performance.

The Board has considered a range of outcomes for the existing businesses of the Group

and also its entry into and development within Brazil over the period to August 2028 in

reaching its conclusion on the viability of the Group.

The Board continues to believe that a period of three years to 31 August 2028 is the

most appropriate for the purpose of a viability assessment, based on the strategic

planning undertaken.

The Group’s principal risks are set out on pages 50 to 53 (inclusive) and summarise

those matters that could prevent the Group from delivering its strategy and generating

shareholder value.

From the assessment of the principal risks and the modelling undertaken, it was

determined that none of the net risks (after management’s mitigating actions), 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.

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.

As part of our Task Force on Climate-related Financial Disclosures (TCFD), the Group has

assessed potential financial impacts from climate change on 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 55 to 71 (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 2028. 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 160 of the accounts.

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TCFD

Introduction

This section presents our FY25 climate-related financial disclosures, aligned with FCA Policy

Statement 21/23 and listing rule LR 9.8.6R(8). During our fourth year of reporting against the

Task Force on Climate-related Financial Disclosures (TCFD) framework, we have continued to

embed climate-related considerations into governance, strategy and risk management.

The TCFD framework remains the internationally recognised standard for assessing and

disclosing the financial implications of climate-related risks and opportunities. It enables

investors, lenders, insurers and other stakeholders to evaluate how organisations are

responding to climate-related challenges and risks. Through continued enhancement of our

disclosures, we aim to promote transparency, strengthen governance and demonstrate the

resilience of our business model in the context of a transitioning global economy.

This year’s disclosure builds upon last year’s reporting and has been updated to reflect the

significant changes in operations following the restructuring of the organisation. With

the disposal of the significant majority of Engineering Division, the insights presented are

more focused on the agriculture sector, highlighting the distinct risks and opportunities

associated with operating mainly within this industry.

The disclosures that follow are structured around the 11 recommended disclosures of the

TCFD, grouped within its four core pillars: Governance, Strategy, Risk Management, and

Metrics & 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 FY25, Fevara revised its environmental and social governance oversight structures

to reflect both the operational restructuring of the business and the transition to an

international specialist in livestock supplements. With the sale of the majority of the

Engineering Division, the three-tier approach of the Environmental Advisory Group (EAG),

Sustainability and Impact Steering Committee (S&IC), and Green Teams was readjusted

to better align with the new Company structure. A simplified structure has now been

established, centred on the Sustainability Impact Committee (SIC), which oversees climate-

related risks and opportunities as part of its wider responsibility for ESG strategy and

performance.

While the SIC’s role broadly aligns with that of its predecessor committee (S&IC), its Terms

of Reference have been revised to provide a more focused remit. Our updated governance

structure is detailed visually on page 56.

The Board retains ultimate responsibility for the management of climate-related risks and

opportunities, and Board members consider principal and emerging risks on a biannual

basis. This process is supported by the Audit and Risk Committee, which, in FY25, convened

a dedicated meeting focused specifically on risk management processes, reviewing the

systems for identifying, managing and reporting risks. Climate-related risks continue to

be captured at a local level and consolidated into the Group Risk Register, which is then

reviewed at every Audit and Risk Committee meeting. In addition, the Audit and Risk

Committee undertakes deep-dive reviews of selected operational risks at each meeting,

conducts quarterly reviews of operational risk registers, and carries out an annual review of

the risk management system and internal controls.

The SIC is chaired by the CEO, Joshua Hoopes and comprises four ESG strategy pillars –

People, Product, Production, and Governance and transparency – each led by an appointed

pillar lead. The respective leads are Sian Wythe, Chief People Officer; Charlie Battle, Country

Manager (UK, Europe & Export); Zach Westberg, President NGS; and Paula Robertson,

Group General Counsel and Company Secretary. Pillar leads are responsible for developing

and monitoring targets that support ESG goals and focus areas. The Committee met

informally throughout the year to design and develop the ESG strategy (see pages 23 to

25 for details), and the first scheduled SIC meeting was held in August 2025 to finalise the

revised governance structure. This process entailed a high level of engagement with the

Board and Senior Leadership Team members during 2025. Details of the process can be

found on page 25. Going forward, two SIC meetings each year will be dedicated to ESG risk

review, with the CFO invited to attend as required. One of these sessions will be scheduled

to align with the Annual Report timetable, ensuring principal risks are accurately reflected.

Recommendations on climate-related and wider ESG matters discussed during SIC

meetings will be presented to the Board through the CEO at Board meetings of which

there are seven scheduled for FY26.

Although the Green Teams did not hold formal meetings during FY25, some activity

continued under their remit, and their role is currently under review as a result of the

changes during FY25 to simplify the Group. There is the potential for the Green Teams to

be adapted to support stronger ESG engagement in the future. Internal resources remain

available through online environmental training, which is offered as voluntary development

modules.

Task Force on Climate-related Financial Disclosures

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

TCFD CONTINUED

Customer feedback on environmental considerations continues to inform product

management and development activities. Engagement currently occurs through direct

dialogue with clients, social media and distributor feedback channels. To support evidence-

based decision-making, a screening life cycle assessment was completed in FY25 for

three principal Crystalyx

products, providing valuable data to inform ongoing product

development and environmental performance improvement.

The Board remains responsible for oversight of the CEO’s non-financial performance

objectives, which include specific environmental and sustainability goals set by the

Remuneration Committee. In FY25, these objectives were directed towards laying the

groundwork for the transition to an international specialist in livestock supplements. These

were overseen by former CEO, David White, and the Board, and subsequently following the

CEO transition in July 2025, by Joshua Hoopes in his capacity as the new CEO, alongside

the Board. The Chair continues to meet with the CEO to assess progress, with overall

performance reviewed by the Remuneration Committee.

External expertise supported the organisational transition during FY25, with Addidat

engaged to develop the ESG strategy, and McGrady Clarke providing support for TCFD and

GHG reporting. The Audit and Risk Committee continue to monitor compliance with TCFD

requirements annually as part of the Annual Report and Accounts process.

While climate-related risks remain embedded into Fevara’s risk management framework,

they are not yet explicitly integrated into annual budgeting, capital planning or business

development processes. The revised governance structure ensures, however, that ESG risks

are systematically captured and reflected within the Group Risk Register, providing a strong

foundation for future integration into wider business planning.

Fevara plc Board

Nomination

Committee

Remuneration

Committee

Audit and Risk

Committee

Sustainability

Impact Committee

People

Production

Product

Governance &

transparency

ESG strategy pillars

Group Risk

Local Risk

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.

Time horizons

In last year’s TCFD disclosure a comprehensive evaluation of both physical and transition

climate-related risks, assessing their severity, timescale, potential impact and mitigation

strategies across established time horizons and climate scenarios were set out. Short,

medium and long-term horizons were defined in line with the Company’s planning cycle

and risk and viability statement approach, establishing a consistent framework for risk

assessment. During the current reporting year, this approach has been further developed

through the continued application of qualitative scenario analysis on the principal risks,

enabling us to assess both existing and newly emerging risks and opportunities across a

range of climate futures and over different time horizons. The analysis has been enriched

by the findings of Fevara’s double materiality assessment (DMA), which identified the

most significant ESG-related impacts, risks and opportunities across the value chain and

ensured greater focus on those most material to the organisation’s agricultural operations.

This enhanced process provides a more refined understanding of potential impacts under

diverse climate conditions, strengthening the resilience of strategic planning. The analysis

was undertaken in collaboration with our external sustainability consultant, McGrady Clarke,

with input from the Group General Counsel and Company Secretary, while the DMA was

conducted with external expert Addidat working alongside the Senior Leadership Team,

supported by the Board.

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

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

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

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

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TCFD CONTINUED

Climate scenarios

Our qualitative scenario analysis draws on three Shared Socioeconomic Pathways

(SSPs) developed by the Intergovernmental Panel on Climate Change (IPCC) in its Sixth

Assessment Report.

These pathways illustrate alternative global social, economic and environmental

futures, offering a structured lens through which to consider the evolving risks and

opportunities facing our business:

Shared Socioeconomic Pathways Description

SSP 1: Sustainability SSP 1 depicts a cooperative global response

consistent with the goals of the Paris

Agreement. Strong policy action, international

collaboration and decisive investment in

renewable energy, efficiency and sustainable

practices shape an economy that steadily

reduces emissions and contains temperature

rise, creating conditions more resilient to

climate-related disruption.

SSP 3: Regional rivalry In SSP 3 the world is defined by regional

fragmentation, protectionist policies and limited

coordination on climate action. Energy security

and economic competitiveness are prioritised

locally, with continued reliance on fossil fuels.

Such conditions restrict the pace and scale

of mitigation and adaptation, heightening

exposure to physical and transition risks.

SSP 5: Fossil-fuelled

development

SSP 5 pathway portrays rapid global growth

powered primarily by fossil fuels. While lighter

regulation may initially limit transition risks,

the accumulation of emissions generates a

trajectory that cannot be sustained. Over time,

the necessity of accelerated decarbonisation

intensifies, reshaping markets and creating

heightened risks for carbon-intensive sectors.

Impact of climate-related risks and opportunities

The process for the quantification and prioritisation of climate-related risks is detailed

in the Risk management section on page 50. A materiality assessment was undertaken

to re-evaluate all previously identified climate-related risks and to capture additional

risks and opportunities specific to the business’ mainly agricultural operations. This

assessment considered both transition risks, associated with the shift towards a low-

carbon economy, and physical risks arising from the increasing frequency and intensity

of climatic changes. The refreshed analysis placed greater emphasis on the agricultural

dimension of the business, recognising how climate variability, resource constraints and

regulatory developments may affect both operational performance and value chain

resilience. Opportunities were also reassessed, focusing on areas such as resource efficiency,

sustainable product innovation, supply chain adaptation, market diversification and

enhanced resilience across agricultural systems.

The refined selection of climate-related risks and opportunities, together with their expected

potential effects across the specified time horizons, are presented in Table 1. Each has been

evaluated using the organisation’s risk matrix, incorporating impact and likelihood ratings

under the relevant SSPs and time horizons. While all identified risks and opportunities were

evaluated in detail, the report focuses on the eight deemed most material to the business.

Figures 1 and 2 illustrate the average materiality distribution of the eight most significant

climate-related risks and opportunities across the different climate scenarios. The figures

highlight how impact and probability vary under each SSP.

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

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TCFD CONTINUED

Table 1: Summary of climate-related risks and opportunities

Climate-related risks and opportunities

SSP 1 SSP 3 SSP 5

Short Medium Long Short Medium Long Short Medium Long

Physical Risks Acute Extreme weather events 2 6 6 9 12 16 9 12 20

Chronic Water scarcity 1 3 3 4 6 12 4 12 6

Climate-driven livestock disease outbreaks 6 4 4 6 9 16 6 6 12

Rising mean temperatures 1 4 2 3 8 8 3 3 8

Transition Risks Market Energy market volatility 12 6 6 12 16 20 12 8 15

Loss of clients due to poor environmental performance 9 16 25 6 12 12 6 4 12

Policy and legal Exposure to litigation 1 3 3 1 3 1 1 3 3

Enhanced emissions-reporting obligations 12 12 16 12 16 16 12 8 6

Mandates on and regulation of existing products and services 6 12 15 9 12 20 3 3 8

Changing insurance landscapes 6 12 12 8 12 16 6 9 12

Increasing regulation on waste and resource efficiency 6 12 12 1 1 4 1 2 16

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 12

Greenwashing accusations 12 16 20 12 8 6 9 12 12

Technology Costs to transition to lower emissions technology 8 8 10 6 12 12 6 9 6

Increased cost of raw materials 8 8 10 6 12 12 6 9 6

Opportunities Energy systems Adoption of renewable energy and low-carbon technologies 12 20 20 12 12 12 8 8 12

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 feed products 8 12 20 6 12 6 12 16 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 Market expansion and resilience 8 12 20 6 6 4 8 9 8

Supplier diversification and resilience building 6 8 8 9 4 4 9 16 16

Enhanced supply chain resilience through resource substitution and

diversification

6 12 16 6 9 8 8 9 12

Resource

efficiency

Use of more efficient production and distribution processes 12 16 20 12 9 9 12 9 12

Reduced energy consumption through efficient cooking and chilling 12 20 12 12 12 9 12 12 20

Reduced water usage and consumption 12 20 15 12 16 12 12 12 15

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TCFD CONTINUED

Figure 1: Average impact/probability of top eight risks across climate scenarios

Enhanced emissions – reporting obligations

Energy market volatility

Greenwashing accusations

Negative press coverage related to support of projects

or activities with negative impacts on the climate

Loss of clients due to poor environmental performance

Changing insurance landscapes

Extreme weather events

Mandates on and regulation of existing products and services

Average impact/probability over time

Low Medium High

Climate scenarios

SSP 1 SSP 2 SSP 3

Climate-related physical risk – acute:

Extreme weather events

The increasing intensity of extreme weather events disrupts production and distribution,

damages facilities and infrastructure, and strains logistics networks. These events also

threaten raw material supply and manufacturing processes, raising operating costs and

causing delays to customers. This risk is expected to affect all operations across Fevara, with

the most significant impacts likely to occur within the United States and the United Kingdom.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 2 6 6 Strong global cooperation and effective climate

mitigation policies limit the severity of extreme weather

events. Although occasional disruptions still occur,

improved infrastructure resilience and early warning

systems help minimise operational and supply chain

impacts.

SSP 3 9 12 16 Limited international cooperation and uneven climate

action result in more frequent and intense extreme

weather events. Inadequate investment in adaptation

infrastructure leads to significant operational

disruptions, increased repair costs and prolonged

supply chain instability.

SSP 5 9 12 20 Continued reliance on fossil fuels drives higher global

temperatures and amplifies extreme weather events.

While technological advancement provides localised

adaptation, physical damage, transport interruptions

and higher insurance costs increasingly affect

operations and financial performance.

Potential mitigation measures:

• Develop flexible logistics and alternative transport routes to minimise disruption.

• Diversify suppliers across regions to reduce climate-related dependency.

• Strengthen site resilience through flood protection and structural reinforcement.

• Use real-time weather monitoring to anticipate operational disruptions.

• Train staff in climate risk response and continuity procedures.

Climate-related risks

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Climate-related transition risk – market:

Loss of clients due to poor environmental performance

Clients increasingly expect sustainable products and packaging, especially in sectors that

are directly exposed to environmental challenges and climatic pressures. Failure to meet

these expectations, particularly where competitors demonstrate stronger environmental

performance, may lead to reputational damage, loss of market share and reduced sales.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 9 16 25 Heightened expectations for low-impact products and

transparent supply chains. Clients actively prioritise

environmentally responsible partners, making weak

environmental performance a significant reputational

and commercial risk.

SSP 3 6 12 12 Fragmented governance and uneven economic

development reduce global alignment on

environmental standards, yet local pressures persist

where climate impacts are severe. Limited adaptation

capacity heightens scrutiny in affected markets.

SSP 5 6 4 12 An emphasis on rapid economic growth lessens

immediate environmental scrutiny across most markets,

yet leading clients and industries increasingly view

sustainability as integral to long-term resilience and

might switch to competitors.

Potential mitigation measures:

• Set measurable carbon reduction and sustainability targets to demonstrate credible

climate action.

• Continuously assess customer expectations and align offerings with sustainability

priorities.

• Communicate environmental progress through transparent reporting and data-backed

disclosures.

• Strengthen brand reputation through sustainability-focused marketing and stakeholder

engagement.

Climate-related transition risk – market:

Energy market volatility

Fluctuations in energy availability and pricing, driven by geopolitical events or changing

energy market dynamics, may lead to increased operational and production costs, including

disruptions to manufacturing schedules. Energy-intensive manufacturing processes are

particularly exposed, affecting profitability and long-term financial performance.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 12 6 6 Global cooperation and investment in renewables

stabilise energy markets. Reliance on fossil fuels

declines, reducing price volatility though minor

fluctuations persist during transition.

SSP 3 12 16 20 Fragmented policies and uneven transition progress

drive persistent energy price volatility. Supply insecurity

and local protectionism increase operational costs for

energy-intensive sectors.

SSP 5 12 8 15 Rapid growth sustains high energy demand and fossil-

fuel reliance. Geopolitical tensions and resource pressure

keep prices volatile, partly offset by technological

efficiency gains.

Potential mitigation measures:

• Implement energy efficiency measures and invest in low-carbon technologies to reduce

consumption.

• Diversify energy sources, including renewable supply contracts, to enhance resilience

against market volatility.

• Monitor energy market trends and establish forward-purchase agreements to manage

price risk.

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Climate-related transition risk – policy and legal:

Enhanced emissions – reporting obligations

Stricter emissions-reporting regulations across the agricultural and manufacturing sectors are

increasing compliance and administrative demands. Expanding disclosure requirements on

production, logistics and supply chains increase reporting costs, while failure to meet evolving

standards could result in penalties and reputational damage. During FY25 5S principles

were implemented across UK operations to enhance operational efficiency and minimise

environmental impact, supporting improved readiness for future reporting obligations.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 12 12 16 Strong global coordination drives consistent, mandatory

emissions-reporting standards. Compliance costs

increase, but transparent and standardised reporting

frameworks improve data quality, enhance credibility

and reward early adopters demonstrating strong

environmental governance.

SSP 3 12 16 16 Uneven regulation and weak coordination create

inconsistent reporting requirements across regions.

Complex and overlapping frameworks elevate

administrative burdens and compliance costs, with

firms in stricter jurisdictions facing greater exposure to

penalties and reputational risks.

SSP 5 12 8 6 Limited policy alignment reduces near-term reporting

obligations, keeping administrative costs low, focusing

on innovation. However, as environmental disclosure

expectations rise inconsistently across markets,

companies lacking robust emissions data may face

abrupt compliance pressures and reputational scrutiny.

Potential mitigation measures:

• Align emissions reporting with recognised standards and expand coverage to include

Scope 3 emissions.

• Provide training on evolving disclosure frameworks and conduct regular internal

compliance reviews.

• Track regulatory developments and adjust policies to maintain full compliance.

Climate-related transition risk – policy and legal:

Mandates on and regulation of existing products and services

Stricter environmental and product regulations across agricultural sector increase

compliance complexity and costs. New requirements on ingredient sourcing, packaging

and emissions necessitate reformulation, process changes and investment in cleaner

technologies to maintain market access and regulatory alignment. Delayed compliance with

evolving regulations may also lead to reputational risk.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 6 12 15 Coordinated global climate action drives stricter

regulation across agricultural supply chains, increasing

compliance and reformulation costs. However,

consistent standards and innovation incentives

accelerate the shift toward sustainable ingredients,

packaging and low-emission production.

SSP 3 9 12 20 Inconsistent regional policies heighten compliance costs

and operational uncertainty. Agricultural manufacturers

face fragmented standards, creating market access

barriers in regions with advanced environmental

regulation and limited support for cleaner technologies.

SSP 5 3 3 8 Limited regulatory intervention prioritises industrial

productivity and economic growth, enabling continued

use of conventional processes. However, delayed

alignment may increase long-term compliance risks.

Potential mitigation measures:

• Conduct regular operational reviews to identify and address compliance gaps.

• Collaborate with suppliers to enhance product traceability and align with environmental

objectives.

• Carry out periodic internal and independent audits to verify compliance performance.

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Climate-related transition risk – policy and legal:

Changing insurance landscapes

Growing exposure to climate-related risks is driving insurers to tighten conditions and

increase premiums for high-risk sectors. Rising insurance costs and reduced coverage

availability may elevate operational expenses and financial exposure, particularly for facilities

and distribution routes in more vulnerable regions.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 6 12 12 Coordinated climate action fosters transparent,

sustainability-linked insurance markets. Companies

with strong environmental performance benefit from

preferential premiums, while less adaptive firms face

higher costs and limited coverage availability.

SSP 3 8 12 16 Fragmented policies and rising regional climate risks

increase insurance volatility. Premiums surge and

coverage gaps widen, particularly for agricultural

manufacturers in high-risk or poorly regulated regions.

SSP 5 6 9 12 Limited regulatory oversight keeps premiums relatively

stable, though insurers may selectively adjust terms or

restrict coverage for high-risk operations as physical

climate risks intensify.

Potential mitigation measures:

• Maintain transparent engagement with insurers on climate risk mitigation initiatives.

• Strengthen financial reserve funds to manage potential exposure from insurance gaps.

• Diversify insurance partners and consider providers offering specialised climate risk

coverage.

• Develop business continuity and disaster recovery plans to address climate-related

disruptions.

Climate-related transition risk – reputation:

Negative press coverage related to support of projects or activities with

negative impacts on the climate

Associations with suppliers or activities linked to environmental degradation may attract

negative scrutiny, resulting in reputational damage, loss of client trust and reduced investor

confidence from media scrutiny. This may also create greater pressure to enhance sourcing

and sustainability practices. Consequently, maintaining transparent and responsible

sourcing is vital to uphold stakeholder confidence and trust.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 12 16 20 Strong climate governance and stakeholder awareness

heighten scrutiny of environmentally harmful

associations. Companies face reputational penalties

for unsustainable partnerships but benefit from clear

sustainability expectations.

SSP 3 12 9 9 Weak global coordination results in inconsistent

media and stakeholder focus on environmental issues.

Localised scrutiny persists, but fragmented standards

reduce overall reputational accountability.

SSP 5 9 6 12 In a growth and profit-driven policy environment,

reduced regulatory scrutiny allows environmentally

intensive activities to persist, though stakeholder

expectations continue to evolve. Exposure through

media or advocacy groups may heighten reputational

risk.

Potential mitigation measures:

• Engage independent auditors to verify supply chain sustainability and strengthen

traceability systems.

• Work closely with suppliers to improve transparency, set clear environmental standards

and ensure responsible sourcing.

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Climate-related transition risk – reputation:

Greenwashing accusations

Inadequate disclosure or misrepresented sustainability claims could expose Fevara to

allegations of greenwashing, damaging credibility and stakeholder confidence. 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. Clear communication, substantiating environmental

initiatives and transparent reporting are critical to maintaining trust and demonstrating the

integrity while avoiding such accusations.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 12 16 20 High transparency and robust disclosure standards

make stakeholders quick to challenge unsupported

claims. Companies face strong pressure for verified

sustainability data but benefit from clear reporting

frameworks.

SSP 3 12 8 6 Weak international coordination and limited ESG

oversight reduce formal accountability, but inconsistent

local standards heighten reputational risk in

fragmented markets.

SSP 5 9 12 12 Economic growth outweighs sustainability priorities in

many regions, easing scrutiny of environmental claims.

However, public pressure in advanced markets still

exposes visible brands to greenwashing criticism.

Potential mitigation measures:

• Substantiate sustainability claims with transparent, verifiable data aligned to recognised

ESG reporting frameworks.

• Educate employees on ESG principles, greenwashing risks and responsible

communication practices.

• Establish clear, measurable climate and sustainability targets and monitor progress

annually.

• Engage stakeholders through transparent reporting, realistic goal setting and regular

progress updates.

• Collaborate with accredited organisations to obtain independent verification and

certification (e.g. RSPO for palm oil).

Climate-related opportunities

Figure 2: Average impact/probability of top eight opportunities across climate

scenarios

Reduced water usage and consumption

Reduced energy consumption through efficient cooking and chilling

Low-carbon nutrition solutions

Adoption of renewable energy and low-carbon technologies

Use of more efficient production and distribution processes

Development of climate-resilient feed products

Reputational benefits resulting in increased demand for goods/services

Enhanced supply chain resilience through resource substitution and diversification

Average impact/probability over time

Low Medium High

Climate scenarios

SSP 1 SSP 3 SSP 5

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Climate-related opportunity – energy source:

Adoption of renewable energy and low-carbon technologies

Transitioning to renewable and low-carbon energy sources across production sites presents

a strategic opportunity to reduce operational emissions, stabilise energy costs and enhance

long-term resilience. Implementing solar PV, biomass, or renewable electricity supply

contracts supports a lower-carbon manufacturing base, reduces Scope 1 and 2 emissions

and advances progress towards Net Zero. This transition also mitigates exposure to fossil

fuel price volatility while strengthening brand reputation and market positioning among

sustainability-conscious customers and stakeholders.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 12 20 20 Renewable energy deployment is accelerated, enabling

widespread adoption across operations. This transition

reduces emissions, stabilises costs and strengthens

the Company’s leadership in sustainable energy

management.

SSP 3 12 12 12 Limited cooperation and inconsistent regulation

restrict renewable investment and technology access.

High capital costs and fragmented policy frameworks

slow progress, leaving energy transition efforts uneven

across regions.

SSP 5 8 8 12 Economic growth and market competitiveness drive

selective renewable adoption where cost efficiency and

performance gains are evident. Incremental integration

of low-carbon technologies enhances resilience and

brand reputation without strong policy intervention.

Potential harnessing measures:

• Direct research and development towards sustainable innovations, including low-carbon

and environmentally friendly nutrition solutions.

• Collaborate with industry partners and suppliers that uphold recognised environmental

and sustainability standards.

Climate-related opportunity – products and services

Development of climate-resilient feed products

Developing climate-resilient feed products involves formulating nutritional licks and

feeds that maintain performance under variable climatic conditions. Fevara’s R&D teams

have already undertaken work in this area, including testing material performance under

increased heat scenarios within the UK and US R&D programmes during FY25. Continued

innovation in product formulation will further enhance resilience, ensuring consistent

nutritional value and stability across diverse environmental contexts. These efforts will

strengthen the Company’s ability to adapt to climate variability while strengthening

market positioning by appealing to sustainability-focused stakeholders.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 8 12 20 Strong global cooperation and sustainability

incentives accelerate innovation in adaptive nutrition.

Advancements in feed formulation enhance product

stability and performance under variable climatic

conditions, positioning Fevara as a leader in sustainable

agriculture.

SSP 3 6 12 6 Regional disparities slow large-scale innovation but

drive targeted product development. Continuous R&D

investment in performance optimisation helps maintain

competitiveness and supports agricultural adaptation

within constrained trade environments.

SSP 5 12 16 16 Economic expansion and rising climate stress increase

demand for high-performance nutrition, offering

opportunities to scale and strengthen profitability and

market position.

Potential harnessing measures:

• Continue investing in existing R&D programmes in the UK and US to further optimise

feed formulations for performance and stability under variable climatic conditions.

• Invest in exploring other avenues and approaches to enhance climate resilience of feed

products.

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Climate-related opportunity – products and services:

Low-carbon nutrition solutions

Providing low-carbon nutrition solutions involves developing feed and lick products that

support livestock health while reducing their environmental footprint. Through innovation

in formulation, ingredient sourcing and production methods, Fevara can lower life cycle

emissions, meet growing demand for sustainable agriculture and strengthen its competitive

market position. This opportunity is expected to benefit our core agricultural operations by

enhancing competitiveness and customer loyalty through sustainable product offerings,

while reinforcing ESG commitments and alignment with global climate goals.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 15 20 25 Global cooperation and strong sustainability policies

drive demand for low-carbon feeds and licks, reinforcing

Fevara’s market growth and leadership in sustainable

livestock nutrition.

SSP 3 12 9 6 Weak collaboration and uneven regulations limit

demand for low-carbon nutrition, constraining growth

and adding complexity to regional supply chains.

SSP 5 15 12 6 Market competition and efficiency pressures drive

adoption of lower-emission feed technologies primarily

for cost and performance benefits. Incremental carbon

reductions enhance brand value and operational

efficiency without strong policy intervention.

Potential harnessing measures:

• Work with ethically sourced suppliers and integrate cleaner technologies to reduce the

carbon intensity of production.

• Promote awareness among customers about the environmental and operational benefits

of low-carbon nutrition solutions.

• Establish continuous improvement loops using client feedback to continually refine the

products.

Climate-related opportunity – products and services:

Reputational benefits resulting in increased demand for goods/services

Demonstrating strong environmental performance and social responsibility enhances

corporate reputation and strengthens stakeholder confidence. A positive sustainability

profile attracts customers seeking low-carbon and responsibly sourced livestock nutrition

solutions, supporting sales growth, investor interest and long-term brand value. Potential

impacts on our agricultural operations include attracting environmentally conscious

customers and investors with a focus on ESG principles and strengthening brand

credibility and creating a competitive advantage within the market.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 9 16 20 Heightened environmental awareness and strong policy

support amplify reputational gains from sustainability

leadership, driving customer loyalty and demand for our

products.

SSP 3 9 12 12 Inconsistent sustainability expectations limit

reputational advantage globally. Regional engagement

and responsible practices maintain trust and market

presence in selective agricultural markets.

SSP 5 9 6 8 Market competition and consumer scrutiny increase

focus on cost-effective, responsible products. Sustained

environmental performance enhances brand

differentiation and attracts commercially minded

customers.

Potential harnessing measures:

• Communicate emissions reductions and sustainable practices through transparent

marketing.

• Secure recognised environmental certifications, such as ISO 14001.

• Support local environmental initiatives, including reforestation projects.

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Climate-related opportunity – resilience:

Enhanced supply chain through resource substitution and diversification

Enhancing supply chain resilience through resource substitution and diversification

involves sourcing sustainable and climate-resilient ingredients to reduce reliance on

materials or resources vulnerable to environmental or market disruptions. This opportunity

is expected to strengthen our agriculture operational fluidity, mitigate climate-related risks

and support long-term business stability while positioning Fevara as a recognised leader

in sustainability.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 6 12 16 Global collaboration enables access to climate-resilient

ingredients. Diversified sourcing reduces reliance on

vulnerable inputs, strengthening supply and financial

stability.

SSP 3 6 9 8 Trade barriers and uneven policies limit sourcing

flexibility. Expanding regional supplier networks

supports continuity and cost control amid localised

climate and market pressures.

SSP 5 8 9 12 Rising global demand heightens competition for

resources. Substituting inputs and diversifying suppliers

improve cost stability and safeguard production within

resource-constrained markets.

Potential harnessing measures:

• Source sustainable material alternatives and continue prioritising local procurement

where practical.

• Enhance site resilience through climate-adapted infrastructure and long-term supply

agreements.

• Maintain buffer inventories and adopt flexible logistics to minimise disruption risks.

• Collaborate with partners to track resource availability and manage emerging supply

challenges.

Climate-related opportunity – resource efficiency:

Use of more efficient production and distribution processes

Adopting more efficient production and distribution processes through advanced,

energy-efficient technologies reduces overall energy use and emissions across operations,

improving base efficiency. This approach strengthens cost control, supports sustainability

objectives and enhances resilience to energy price volatility while meeting growing

regulatory and customer expectations for efficient, low-carbon production.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 12 16 20 Fevara can adopt advanced, energy-efficient

technologies across feed and lick production to lower

Scope 1 and 2 emissions. Sustainability-led innovation

and collaboration drive cost savings, strengthen

resilience to energy volatility and align with growing

demand for low-carbon agricultural products.

SSP 3 12 9 9 Regional fragmentation and uneven policy support

may slow progress, but maintaining focus on efficiency

supports margin protection and competitiveness.

SSP 5 12 9 12 Economic growth priorities and high energy demand

drive focus on productivity and cost efficiency rather

than emissions reduction. Efficiency upgrades are

pursued selectively to maintain profitability and

competitiveness in an increasingly energy-intensive

global market.

Potential mitigation measures:

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

• Optimise process flows using data analytics to identify and address energy inefficiencies.

• Improve logistics efficiency by consolidating deliveries, and optimising routes.

• Upgrade building insulation, lighting and controls to improve overall site energy

performance.

• Deliver energy awareness training and establish ongoing monitoring through energy

management systems.

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Climate-related opportunity – resource efficiency:

Reduced energy consumption through efficient cooking and chilling

Adopting more efficient cooking and chilling technologies reduces manufacturing energy

use and associated emissions while improving process performance and cost efficiency.

This approach supports sustainability objectives, enhances resilience to energy market

volatility and strengthens competitive advantage through operational optimisation and

lower production costs, with this opportunity expected to specifically benefit our core

agricultural operations.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 12 20 12 Sustainability-led innovation accelerates access to high-

efficiency cooking and chilling systems. Energy savings

and emissions reductions strengthen sustainability

performance and cost resilience, while alignment with

low-carbon supply expectations enhances Fevara’s

position in climate-aware agricultural markets.

SSP 3 12 12 9 Uneven regional support limits widespread adoption of

efficient cooking and chilling technologies. Incremental

upgrades remain valuable for managing energy

costs and maintaining operational reliability within

fragmented agricultural markets facing fluctuating

policy and energy conditions.

SSP 5 12 12 20 Economic growth priorities sustain energy demand,

driving adoption of efficiency improvements primarily

for productivity and cost gains. Investments in advanced

cooking and chilling systems enhance process

performance and profitability, even as emissions

reduction remains a secondary outcome.

Potential mitigation measures:

• Upgrade to high-efficiency cooking and chilling systems, including vacuum cooking and

advanced chilling technologies.

• Integrate heat recovery systems and smart energy controls to optimise thermal

processes.

• Train staff on efficient operational practices and continuous monitoring.

• Use sub-metering and energy management systems to maintain efficiency gains.

Climate-related opportunity – resource efficiency:

Reduced water usage and consumption

Reducing water usage through efficient process technologies minimises resource

dependency, lowers operational costs and enhances environmental performance.

This approach supports responsible water management in product production,

addresses increasing pressure on water resources and aligns with regulatory and

customer expectations for sustainable agricultural manufacturing while supporting

wider ESG commitments.

SSP

Time horizon

DescriptionShort Medium Long

SSP 1 12 20 15 Strong environmental policy and industry collaboration

accelerate adoption of water-efficient processing.

Reduced water intensity strengthens sustainability

credentials and aligns with market expectations for

responsible manufacturing.

SSP 3 12 16 12 Weak policy alignment and uneven infrastructure

constrain large-scale water-efficiency improvements.

Targeted process optimisation helps manage resource

scarcity and maintain stable production amid regional

water stress.

SSP 5 12 12 15 Economic expansion increases water demand and cost

pressure. Efficiency upgrades are adopted primarily

for operational savings and supply stability rather than

sustainability objectives.

Potential mitigation measures:

• Promote staff awareness and training on responsible water use.

• Work with suppliers that demonstrate strong water stewardship.

Disclosure of assumptions and analytical choices

The qualitative scenario analysis continues to be based on a series of assumptions and

estimations. In previous assessments, it was assumed that Fevara’s business structure and

geographical presence would remain consistent over time. Following the sale of the majority

of the Engineering Division during the year, Fevara’s operations are now more heavily

concentrated within the agricultural sector. This structural change increases the relevance

of climate-related risks and opportunities directly linked to agricultural activities and supply

chains. For the purpose of providing a stable basis for the scenario analysis, it has been

assumed that the Company’s business structure and geographical presence will remain

broadly consistent. However, further changes in operations could influence the potential

impacts, whether in terms of severity, likelihood, or overall effect of climate-related risks

and opportunities.

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The assessment remains informed by current expert knowledge, although uncertainties

persist due to the complex and evolving nature of climate change. While climate modelling

and quantitative scenario analysis have not yet been undertaken, future analyses may

incorporate these techniques to strengthen the reliability of the analytical outcomes.

5. Describe the resilience of the organisation’s strategy, taking into consideration

different climate-related scenarios including a 2°C or lower temperature scenario.

Climate-related risks continue to be viewed as having a low impact on operations across

the analysed climate scenarios. Fevara believes that its strategy remains resilient to climate-

related issues, supported by internal risk identification and management processes.

However, it is recognised that climate-related matters are likely to gain significance over

time, and future adjustments to the organisational strategy will be considered as climate

conditions continue to develop. Physical and transitional risks are relevant, particularly in

relation to sustainable sourcing practices, changes to farming policies in the UK and North

America, and trade agreements covering these territories. Fevara largely sources and sells

within individual markets, which moderates exposure to these risks.

Fevara’s resilience was further strengthened during FY25 through the review and

streamlining of its governance structure related to ESG and climate-related issues. This has

enhanced the integration of climate considerations into decision-making and supports

the proactive management of identified risks and opportunities. The simplified structure

has improved strategic focus and adaptability. During FY25, potential mitigation actions

alongside identified risks and opportunities were also reviewed, with several of the measures

outlined in FY24 now implemented. These developments collectively reinforce the Group’s

adaptability to climatic impacts across different climate scenarios. In addition, the BioTub

packaging line and Crystalyx

range continue to represent sustainable elements within

the Group’s product portfolio. The BioTub

, available in the US, provides customers with a

biodegradable alternative to traditional reusable metal barrels.

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 continue to be integrated into Fevara’s overall risk management

framework and are identified and managed in line with all other business risks. Information

on Fevara’s detailed approach to risk management and risk appetite can be found on

page 50. Such risks are captured either directly within local risk registers or raised through

the Sustainability Impact Committee (SIC), before flowing up through the Company’s risk

management process and to the Audit and Risk Committee. This ensures that ESG-related

and climate-related risks identified locally are reviewed through the same governance and

Audit and Risk Committee oversight process applied to all other business risks.

New climate-related risks and opportunities have been identified during FY25, reflecting

the Company’s transition to an international specialist in livestock supplements. These were

determined in line with the outcomes of the DMA and updates to the primary risk register.

The revised risks and opportunities capture changes in Fevara’s operational structure

and the increased relevance of agricultural activities. An example of an addition in this

assessment is the physical chronic risk of climate-driven livestock disease outbreaks,

with a suggested mitigation measure to adjust livestock feed formulations to include

immune-boosting minerals and vitamins to support livestock health. Corresponding

potential impacts on the Company and such mitigation measures have been included

within the analysis. These mitigation measures are recommendations and have not

necessarily been implemented.

Nevertheless, during the year, several actions were undertaken that align with mitigation

measures identified in the prior TCFD disclosure. For example, the Group maintains open

communication with its insurers, keeping them informed of any significant customer

complaints. In relation to reputational transitional risks, the business remains aware of

the forthcoming UK Forest Risk Commodity Regulation (UKFRC) and is awaiting its

introduction, having already contacted oil suppliers when the earlier version of the

legislation was due to come into force. To support product claims, a screening life cycle

assessment (LCA) was conducted last year to provide measurable and instructive data.

To mitigate impacts from technology risks, the business maintains multiple suppliers for

key raw materials where appropriate, regularly reviews pricing on major inputs, and has

recently invested in procurement and supply chain capability.

Certain risks can also present opportunities, particularly where adaptations align with

market and regulatory trends towards sustainable agricultural practices. The Company

continues to recognise opportunities linked to the development and promotion of

sustainable products, such as the Crystalyx

range, which can help to reduce methane

emissions from livestock. To harness these product-related opportunities, Fevara conducts

ongoing research and development activities, including trial work at academic and

commercial levels to test products under varied conditions, with developing environmentally

friendly products and solutions remaining a key focus for the future.

No individual climate-related risks have been separately escalated to the Board in FY25,

with relevant exposures generally considered within wider operational and strategic risk

discussions. Climate-related risks continue to be assessed and monitored using the same

methodology as all other risks. There have been no changes to the risk scoring matrix since

the previous year, ensuring consistency in evaluation (the scoring matrix can be seen on

page 57). The significance of climate-related risks is determined using the same criteria

of probability and impact as all other business risks, ensuring comparability across the

Company’s principal risk framework. Risks are classified and assessed in line with Fevara’s

standard risk management terminology, which defines strategic, operational and ESG-

related risks according to their materiality and the strength of the control environment.

A separate but aligned scoring system continues to be applied for ESG-related risks, of which

climate risks form a subset.

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Following its restructuring in FY25 to align with Fevara’s new ESG strategy, the SIC is set to

hold biannual reviews of ESG and climate-related risks as part of the updated governance

framework. These sessions will focus on assessing the completeness and accuracy of ESG-

related risks within the Group Risk Register, ensuring that no new material risks are omitted

and that existing risks are appropriately scored for both inherent and residual likelihood and

severity. Responsibility for implementing mitigation strategies continues to rest with the

respective risk owners, with oversight provided by the Audit and Risk Committee. All climate-

related risks are subject to the same governance and monitoring arrangements as other

operational and strategic risks, ensuring a consistent and integrated approach across the

organisation. The CEO and CFO jointly oversee the review of both strategic and operational

risks across the Company, engaging with relevant business leaders as required.

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.

During this transitional year, the Group maintained most of its existing suite of climate-

related metrics and targets, which continue to be monitored annually. One specific change

was the removal of the target “Reach minimum target of Green Team meetings per site

annually”, as the role and structure of the Green Teams are currently under review to better

serve the new business structure. Further development of metrics and targets will be

prioritised going forwards, once the Group’s new operational focus is fully embedded.

Climate-related performance metrics continue to be integrated into Fevara’s remuneration

framework to ensure accountability for sustainability objectives where climate-related issues

are material. The CEO’s non-financial performance objectives include defined sustainability

and impact goals, covering ESG factors. These are agreed in consultation with the

Remuneration Committee, based on recommendations from the Board Chair, to maintain

alignment with Fevara’s broader ESG strategy. Beyond the ESG strategy targets, no further

metrics have been introduced this year to link climate-related risks and opportunities to

remuneration or decision-making processes.

In April 2025, Fevara plc sold the majority of its Engineering Division. To reflect this, the FY25

Scope 1 and Scope 2 (location-based) GHG emissions in Figure 3 and the intensity metrics in

Figure 4 cover the residual (agricultural) sites in the UK and the US, the Head Office in the

UK and the site for Chirton Engineering (Chirton). As Chirton is currently held for sale, these

figures have been set out separately. To facilitate the most meaningful data comparison, the

FY25 figures have been compared to restated like-for-like FY24 figures. These FY24 figures

have been adopted as our temporary baseline figure during this transition year. We will

review our baseline figure again in FY26.

The annual 3.4% reduction target established in FY24 is also currently under review to

ensure its ongoing relevance given the Company’s new operational structure, scale and

consumption profile. No additional intensity metrics and no internal carbon pricing have

been introduced in this reporting period, with the latter considered premature at this

stage of Fevara’s ESG journey.

In FY25, no sector-specific agricultural emissions intensity metric has been established.

As the organisation’s ESG strategy matures, additional metrics are expected to be developed

to reflect the environmental characteristics of the operations. These may include production,

or supplier-related indicators as the new ESG Production pillar becomes operational.

With regard to responsible sourcing, no quantitative metrics have yet been implemented

to measure progress on the ethical and sustainable sourcing of raw materials. However, a

high-level supplier review has been undertaken in the UK, forming the foundation for future

tracking. The Production pillar of the ESG strategy now includes a defined commitment to

responsible sourcing, which will be operationalised over time.

Financial metrics related to the climate impacts of products, including those linked

to methane-reducing nutritional supplements and similar innovations, remain under

consideration and may be introduced once product development initiatives are sufficiently

advanced to establish meaningful measurement criteria.

Figure 3: FY24 and FY25 Scope 1 and 2 GHG emissions

(residual agricultural businesses and Chirton)

Total Scope 1 (tCO

Total Scope 2 (location-based) (tCO

1,000

2,000

3,000

4,000

5,000

Residual businesses

(ex-Chirton)

Chirton only Chirton onlyResidual businesses

(ex-Chirton)

FY24 (baseline) FY25

Emissions (tCO

4,824

3,783

1,032

1,314

145

118

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

TCFD CONTINUED

Figure 4: FY24 and FY25 GHG intensity metric (residual agricultural businesses and

Chirton)

100

Residual businesses

(ex-Chirton)

Chirton only Chirton onlyResidual businesses

(ex-Chirton)

FY24 (baseline) FY25

Emissions per unit turnover

(tCO

e/£m Turnover)

The projected emissions in Figure 5 follow the glideslope from the revised and temporary

FY24 baseline towards Net Zero by 2050. In FY25, Scope 1 and 2 emissions (location-based)

reduced by 21%, from 6,297 tCO

e in FY24 to 4,947 tCO

e in FY25 (residual agricultural

businesses and Chirton).

The breakdown of these emissions by division can be found within the Streamlined Energy

and Carbon Reporting (SECR) section on page 72. The same calculation methodology as

in previous years has been applied, following the 2019 HM Government Environmental

Reporting Guidelines and the GHG Reporting Protocol, Corporate Standard. DESNZ

emissions factors were used where relevant for each financial year, with EPA factors applied

in the US for regional accuracy. Following the sale of the majority of the Engineering

Division in Q1 2025, the current reporting period now includes only the livestock

supplement manufacturing sites in the UK and the US, the UK Head Office, and Chirton

Engineering, which remained part of the Group during the reporting year. Consequently,

Fevara’s reporting boundary has narrowed significantly compared with previous years. An

operational control approach continues to define our reporting boundary and scopes.

In line with the commitments outlined in the previous reporting year, Fevara is currently

conducting a global carbon footprint assessment for FY25. This assessment will provide

enhanced understanding of the Group’s total GHG, including Scope 3 categories, and

will support the identification of key climate-related risks, inefficiencies and reduction

opportunities across operations and the wider value chain. The findings will inform

future disclosures and the refinement of targets going forwards.

During FY25, Fevara continued to implement energy-saving measures across its UK

operations. At Caltech (Silloth), all skip waste is either recycled or incinerated by waste

contractors rather than sent to landfill. Energy-efficient motors are installed when

replacements are required, and production is managed to maximise plant efficiency

through continuous operation. Environmental awareness training for staff has also

been carried out, encouraging actions such as switching off lights when not in use.

At Scotmin (Ayr), energy-efficient motors are similarly installed when existing equipment

fails, and the remaining high-consumption warehouse lighting units have been replaced

with energy-efficient alternatives. Staff have received environmental awareness training

consistent with the programme introduced across other UK operations. In the US, general

maintenance upgrades were undertaken on equipment during the year.

Figure 5: FY24 and FY25 (actual, excluding Chirton) and projected Scope 1 & 2

emissions (tCO

1,000

2,000

3,000

4,000

5,000

6,000

7,000

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

Projected

Actual

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TCFD CONTINUED

Metrics and targets

Category Climate-related metric

Associated climate-related

risk/opportunity

Unit of

measure

FY24 (restated)

(residual agricultural

businesses and Chirton)

FY25 (residual

agricultural businesses

and Chirton)

Target related

to metric

Greenhouse

gas emissions

Scope 1 & Scope 2

emissions (absolute)

Increased pricing of

greenhouse gas emissions

tCO

e 6,297 4,947 Reduce Scope 1 and

2 emissions by 3.4%

annually (under review).

Greenhouse

gas emissions

Emissions intensity

metric (relative)

– tCO

£m Turnover

89.9 62.1 Reduce emissions

intensity annually.

Energy Total global Scope 1 &

2 energy consumption

(SECR; absolute)

– kWh 23,974,142 24,837,880 Reduce SECR energy

consumption annually.

Transition risk/

climate-related

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

– 22 23 Increase or maintain

number of risks screened

annually.

Transition risk/

climate-related

opportunity

Number of energy

efficiency measures

implemented (absolute)

Rising energy costs; use of

more efficient production and

distribution processes

– 4 5 Increase or maintain

number of energy

efficiency measures

implemented annually.

Climate-related

opportunity

Market-based Scope 2

emissions (absolute)

Use of lower-emission sources

of energy; participation in

renewable energy programmes

and adoption of energy

efficiency measures

tCO

e 1,375 1,280 Reach 0 tCO

e market-

based Scope 2 emissions

by 2050.

During FY25, Fevara continued to monitor the climate-related metrics established in the previous reporting year. These metrics remain focused on operations emissions and identified

climate-related risks and opportunities. The table below presents the Company’s current climate-related metrics and targets, which continue to be reviewed annually. As FY25 was a

transitional year for the organisation, no new metrics or targets were introduced. The existing metrics are not yet linked to remuneration policies or decision-making processes and do not

currently significantly influence capital planning, acquisitions, or investments. Over future reporting periods, Fevara will continue to monitor and re-evaluate its climate-related metrics and

targets to maintain effective oversight of risks and opportunities. Efforts during this transitional year have focused on progressing the global carbon footprint assessment to inform future

target-setting and alignment with the Company’s new operational focus. The development of the new ESG strategy and completion of the DMA have further strengthened the framework

within which these metrics and targets are managed, supporting a more integrated approach to assessing and reporting on ESG priorities.

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Energy efficiency

During the year under review, we continued to make energy efficiency savings across

our manufacturing sites as follows.

Caltech (Silloth site)

• All skip waste is not land filled and is either recycled or incinerated by our waste

contractors

• Replacing our motors with energy efficient when required

• Maximising plant efficiency in the way of production 24hrs x 5 days

• Staff awareness training in environmental awareness e.g. switching off lights when

not required

Scotmin (Ayr Site)

• Replacing motors with energy-efficient units when existing equipment fails

• Replaced the last three high consumption warehouse lighting units with

energy-efficient units

• Staff awareness training in environmental awareness e.g. switching off lights when

not required

In the US, general maintenance upgrades were undertaken on equipment during

the year and we continue to invest in modernising our manufacturing sites, making

them more operationally and energy efficient.

STREAMLINED ENERGY AND CARBON REPORTING (SECR) FY25

Reporting boundary and scopes

In April 2025, Fevara plc sold the majority

of its Engineering Division. For this reason,

the FY25 SECR figures include the residual

(agricultural) sites in the UK and the US,

the Head Office in the UK and the site for

Chirton Engineering. To enable a year-on-

year comparison, Chirton Engineering,

which is currently held for sale, is split out in

the main table.

In addition, to facilitate the most meaningful

data comparison, the FY25 figures have

been compared to restated like-for-like

FY24 figures. These FY24 figures have also

been adopted as our temporary baseline

figure during this transition year. We will

review our baseline figure again in FY26.

Quantification and reporting

methodology

The methodology used followed the

2019 HM Government Environmental

Reporting Guidelines and GHG Reporting

Protocol – Corporate Standard. The 2025

UK Government’s Conversion Factors for

Company Reporting for all fuels, with the

exception of electricity use outside the UK,

was also used. The 2023 (published in 2025)

United States Environmental Protection

Agency (EPA) emissions factors have been

used for electricity consumed in the US with

respect to regional relevance. An operational

approach has been used to define our

boundary and scopes.

Source data

• The energy consumption data has

been provided by individual sites from

metered data.

• The primary source of data for all other

fuels was delivered quantities.

• Mileage data was primarily used to

calculate transport usage and fuel usage

was assumed to be diesel. Information

collected about the use of employee-

owned vehicles for business purposes

(grey fleet data) was included in the

reporting figures.

Scope 1 and Scope 2 emissions

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 Scope 1 and 2 emissions using

e (carbon dioxide equivalent), which

includes CO

and other greenhouse gases

based on their relative global warming

potential. This provides a more accurate

figure for the Group’s environmental

impact.

More information about our ESG strategy

can be found on page 26

Our latest Streamlined Energy and Carbon Reporting (SECR) report is below, which covers the financial

year from 1 September 2024 to 31 August 2025. In FY25, we continued to partner with World Kinect to

record our Scope 1 and 2 emissions, as well as develop our Scope 3 reporting.

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.

Intensity measurement

Consistent with our reporting in the

prior year, for FY25 the chosen intensity

measurement ratio is: tCO

e per £m

of turnover.

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STREAMLINED ENERGY AND CARBON REPORTING (SECR) FY25 CONTINUED

GHG emissions and energy use data for the period 1 September 2024 to 31 August 2025

Fevara plc emissions (tCO

FY25

Change versus

FY24 (baseline)

FY24 (restated)

(Baseline year)

Scope 1

Agriculture UK 1,136 977

Agriculture US 2,531 3,649

Engineering UK 14 14

Head Office 116 199

Total Scope 1 (tCO

e) All except Chirton 3,783 -22% 4,824

Total Scope 1 (tCO

e) Chirton only 14 14

Scope 2

Agriculture UK 335 380

Agriculture US 689 909

Engineering UK 118 145

Head Office 8 24

Total Scope 2 (Location-based) (tCO

All except Chirton 1,032 -21% 1,314

Total Scope 2 (Location-based) (tCO

Chirton only 118 145

Agriculture UK 588 466

Agriculture US 689 909

Engineering UK (Chirton Engineering) – –

Head Office 4 –

Total Scope 2 (Market-based) (tCO

All except Chirton 1,280 -7% 1,375

Total Scope 2 (Market-based) (tCO

Chirton only – –

Total renewable energy (on-site generated),

kWh versus total used 4% 7%

Head Office grey fleet 28 24

Fevara plc emissions (tCO

FY25

Change versus

FY24 (baseline)

FY24 (restated)

(Baseline year)

Total Scope 3 (tCO

e) 28 +17% 24

Total emissions Scopes 1, 2 and 3 (tCO

All except Chirton 4,843 -28% 6,739

Total emissions Scopes 1, 2 and 3 (tCO

Chirton only 131 –

Agriculture UK 1,472 1,357

Agriculture US 3,219 4,558

Engineering UK 131 159

Engineering overseas – 333

Head Office 125 248

Intensity metric (tCO

e per £m turnover)

All except Chirton 62.1 89.9

Intensity metric (tCO

e per £m turnover)

Chirton only 14.1 17.1

Turnover (£m) All except Chirton 78 75

Turnover (£m) Chirton only 9 9

1 FY25 and FY24 figures relate to Group-owned operations only and do not include other sites, such as joint

ventures, where Fevara plc has no operational control.

2 FY24 figures are restated and exclude the Engineering Division to facilitate a meaningful year-on-year

comparison. Chirton Engineering Limited is shown separately.

Fevara plc (kWh) FY25 FY24

Total Scope 1 (including grey fleet Scope 3) 20,678,729 20,755,597

Total Scope 2 4,159,151 3,218,545

Total global 24,837,880 23,974,142

Total UK 9,502,001 10,544,475

Total UK (All except Chirton) 8,672,036 9,733,986

Total UK (Chirton only) 829,965 810,489

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

We live by our values of Integrity,

Responsibility, Excellence and Innovation

and expect our suppliers and partners to

operate with the same high standards and

professionalism.

Companies Act

reportingrequirements

In accordance with Sections 414CA and

414CB of the Companies Act 2006, we have

outlined below where relevant information

required for this reporting requirement

can be found. Key policies, statements

and relevant narrative within this Annual

Report are highlighted in bold. Policies and

statements available in the Documents &

Information page of the investor section of

our corporate website www.fevara.com are

marked with an asterisk.

Group policies and practices

Our Group policies and practices are

designed to ensure that we continue to

operate as an ethical and sustainable

business. They serve as the foundation for

maintaining consistency, transparency and

integrity across all areas of our organisation

by providing clear guidelines for operational

standards, ethical conduct and regulatory

compliance. They help us to achieve our

strategic goals while upholding our values.

Policy implementation

and duediligence

As part of their induction to the Group,

all colleagues are introduced to these

policies and undertake mandatory training

modules which are available in our

Employee Handbook and via our employee

intranet. These training modules focus on

ensuring that colleagues at all levels of our

businesses act safely, professionally, fairly

and with integrity. We review and revise our

policies and practices, as required, to ensure

that a positive culture within the businesses

remains a priority for everyone. We also

provide refresher training in key areas.

For suppliers, we have a specific section

in our contracts and terms and conditions

that outlines expected supplier behaviour.

We expect our suppliers to conform to a

wide range of supply chain legislation –

in particular the Modern Slavery Act 2015.

We also expect suppliers to operate within

an ethical framework aligned with the

values we adopt in our Code of Ethics, as

well as legislative requirements.

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. More

information can be found on page 50.

Environmental matters

Our Environmental Policy sets out

the responsibilities of the Company

and its subsidiaries for protecting

the environment, contributing to an

environmentally sustainable future and

complying with all relevant laws and

regulations. The policy is displayed at all

sites and is available on the employee

intranet. It is signed at least annually

by the CEO on behalf of the Board

to demonstrate the Company’s high

expectations in these matters. Following

the Board’s adoption of its new ESG

framework, activities to reduce the

Company’s adverse impacts on the

planet are managed by our Product

pillar lead, and more information can

be found on page 36.

Our TCFD disclosures are presented

on pages 55 to 71. Environmental

considerations also form partof the

scenario modelling in our Viability

statement on page 54. We publish

Streamlined Energy and Carbon

Reporting (SECR) information and

supporting methodology on pages 72

to 73 (inclusive). This includes our energy

reduction target and top-line initiatives

to achieve this.

Anti-corruption, anti-bribery

and anti-fraud matters

We operate and encourage a culture of

honesty and openness and we do not

tolerate unethical behaviours, including

bribery and other corruption. We aim to

prevent unethical behaviours through

a framework of controls, including

standardised policies, including our

Anti-Bribery and Corruption Policy,

and our Anti-Fraud Policy and transparent

practices, which every employee is made

aware of on induction, as well as focused

training for salescolleagues.

The giving and acceptance of gifts and

hospitality is subject to strict rules, as

outlined in our Gifts and Hospitality Policy

(which forms part of our Anti-Bribery and

Corruption Policy). This policy requires all

personnel to make regular declarations of

any gifts and hospitality and to declare any

matters which could give rise to a conflict of

interest to the Group’s Legal Team.

Our Charitable Donations Policy provides

guidance on the use of Company funds

for financial donations, ensuring the

accountable and responsible use of funds.

Acting with integrity

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Fevara plc Annual Report & Accounts 2025

Company employees, social

and human rights matters

Anti-slavery and human trafficking

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, including our

Anti-Slavery and Human Trafficking

Policy, 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. We publish our annual

Modern Slavery Statement

online.

This statement outlines our policies,

training, risk mitigation, due diligence

and effectiveness in this area.

Data security and privacy

Our Privacy Policy

outlines the Group’s

policy on managing the personal data

of all individuals sharing their personal

information with us. During FY25, through

continuous monitoring, we identified

several attempted cyberattacks 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.

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 engagement to foster a

culture that benefits from our colleagues’

unique backgrounds and experience. 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.

The Board Diversity Policy

is available on

the corporate website and the Board’s view

on the importance of diversity and inclusion

can be found on pages 86, 87 and 103.

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 reflects our commitment to

high standards and professional behaviour

at all levels of the organisation and provides

us with a framework for continuous

improvement in this area.

Health & Safety

Health & Safety is a key priority. Our Health

& Safety Policy reinforces our commitment

to providing a safe place to work for our

employees and visitors to sites.

The policy is displayed at all sites and is

available on the employee intranet. Each

site has developed specific Health & 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 & Safety

can be found on pages 32 and 33.

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.

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.

Other key HR policies

Other key HR policies include our

Flexible Working Policy that explains

how to apply for formal and informal

flexible working and a Capability Policy

that explains our performance-related

expectations.

Other matters

Other matters that we are required to

report in relation to this non-financial and

sustainability information statement can

be found in this Annual Report as follows:

• Business model on pages 16 to 17

• Non-financial KPIs on page 49

• Principal risks on pages 51 to 53

Strategic report approval

The Strategic report comprises

pages 1 to 75 as well as the s.172

Statement on pages 94 to 99 which

are incorporated byreference.

The Board approved the Strategic

Report on9 December 2025.

By order of the Board

Paula Robertson

Company Secretary

9 December 2025

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT CONTINUED

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Governance

77 Corporate Governance report

100 Nomination Committee report

104 Audit and Risk Committee report

109 Remuneration Committee report

133 Directors’ report

Governance

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CORPORATE GOVERNANCE REPORT

Tim Jones

Chair

BOARD MEMBERS

Tim Jones (Chair)

(Non-Executive Director)

Joshua Hoopes

(Chief Executive Officer)

Stuart Lorimer

(Non-Executive Director)

Gillian Watson

(Non-Executive Director)

Fiona Rodford

(Non-Executive Director)

Martin Rowland

(Non-Executive Director)

Overview

On behalf of the Board, I am pleased

to present the Company’s Corporate

Governance Report for FY25. At Fevara,

we believe that good corporate governance

underpins the qualities and expected

behaviours of our Board members, enabling

them to act, in good faith, to promote the

success of the Company for the benefit of

its members as a whole.

During a year of exceptional yet carefully

planned strategic change for the Company,

our Board and Board Committee members

provided continuity through focus on

our values of Integrity, Responsibility,

Excellence and Innovation and reinforcing

our governance approach.

I would like to thank them for their

diligence, guidance and consistency.

This allowed us to continue to engage

openly and transparently with our

stakeholders and make high-quality

Board decisions in a transformative year.

More information about the work of our

Board and Committees can be found

on pages 82 to 132 (inclusive). Details of

stakeholder engagement can be found

on pages 94 to 99 (inclusive).

Good corporate

governance underpins

the qualities and

expected behaviours

of our Board members,

enabling them to

act, in good faith, to

promote the success

of the Company.”

Tim Jones

Non-Executive Chair

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Fevara plc Annual Report & Accounts 2025

Strategic changes

In FY25, the Group implemented its

strategic decision to focus on being

an international specialist in livestock

supplements, driven by its pursuit to

maximise shareholder value. On 16 January

2025, the Board announced its agreement

to dispose of the Company’s interests in

Carr’s Engineering Limited and Carr’s

Engineering (US), Inc. to Cadre, Inc. for

cash consideration on a cash-free, debt-free

basis, representing an enterprise value of

£75m. This transaction was concluded on

22 April 2025.

Throughout the strategic decision-making

process, our Board worked with external

advisers to examine alternatives, identify

the best options to enhance shareholder

value and consider the implications

of the available options. In concluding

the divestment of the majority of the

Engineering Division, the Board considered

the long-term benefit of all stakeholders,

including factors relating to sustainability

and impact.

Concurrently, the Board focused on the

strategic transformation of the Agriculture

Division into a single, international specialist

business for extensive, grazing-based food

systems with an integrated leadership team.

As a Board, we are confident that in our

decision-making, we considered the

opportunities for shareholder returns

andgrowth.

Return of shareholder capital

On 16 January 2025, the Board also

announced its intention to use net proceeds

from the sale of the Engineering businesses

to return capital to shareholders and on

21 May 2025, the Company announced

a return of up to £70m to shareholders

through a Tender Offer that was concluded

in June 2025. Further details can be found

on page 99 and on the Company’s website

at www.fevara.com.

Board changes

These decisions were reflected at Board

level. We were delighted to appoint Joshua

Hoopes as CEO of the new business on 1 July

2025 and thank David White, who left the

Group on 30 June 2025, for his exceptional

support and service in delivering such a

successful stage of our transition. Martin

Rowland (the representative of Harwood

Capital Management Limited) was

reappointed as a Non-Executive Director

on 13 November 2024 and Paula Robertson

became Group General Counsel and

Company Secretary on 1 April 2025. Paula

joined the Group in July 2022 as deputy

Company Secretary and succeeded Justin

Richards in the role.

Board changes are detailed in full in my

Nomination Committee Report on pages

100 to 103 (inclusive).

CORPORATE GOVERNANCE REPORT CONTINUED

In the table below, we show how the Company has complied

with the principles of the Code.

Page(s)

Board leadership and

company purpose

Promoting and preserving

long-term value

2 to 22

Purpose, values, strategy

and culture

2 to 22

Section 172 statement 94

Board engagement with

shareholders and stakeholders

94 to 99

Director conflicts of interests 90

Workforce policies and

practices

74 and 75

Division of responsibilities

Board structure and

independence

82 to 93

Board responsibilities 82 to 93

Board experience 80 and 81

Page(s)

Composition,

succession and evaluation

Nomination Committee

Report

100 to 103

Board succession planning 100 to 103

Board evaluation 92 and 93

Audit, risk and internal control

Audit and Risk Committee

report

104 to 108

Independence and

effectiveness of External

Auditor and internal audit

108

Fair, balanced and

understandable

107

Risk management and

internal control framework

Remuneration

Remuneration Committee

Report and Policy

109 to 132

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Fevara plc Annual Report & Accounts 2025

CORPORATE GOVERNANCE REPORT CONTINUED

Application of the UK Corporate Governance Code 2018

Our Corporate Governance Report on pages 77 to 138 (inclusive) outlines our

approach to governance and describes how Fevara plc adopts the UK 2018 Corporate

Governance Code. As published on the Financial Reporting Council’s website

www.frc.org.uk the UK 2018 Corporate Governance Code was updated in January

2024. The UK 2024 Corporate Governance Code applies to financial years beginning

on or after 1 January 2025, with the UK 2018 Corporate Governance Code remaining

in place until that time. The Board has considered each principle of the UK 2018

Corporate Governance Code and has reviewed how it is applied and how it relates

directly to the Group. The Board’s compliance statement can be found below.

The Fevara plc Board has been preparing for disclosure with the UK 2024

Corporate Governance Code for the next financial year.

Compliance statement

The Board confirms that the Company has, throughout FY25, 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 to attend a further scheduled Board meeting that facilitated

the completion of a structured handover.

Paula Robertson

Company Secretary

9 December 2025

Employee engagement

Our Board Employee Engagement

Representative is Fiona Rodford who was

appointed to the role from 31 July 2024. We

are fortunate to benefit from Fiona’s prior

experience as Chief People Officer in several

global businesses and her experience in

ensuring that employee interests are properly

considered in Board decision-making

– particularly in our next growth phase.

More information on how we are acting on

employee engagement as a Company can be

found on pages 28 to 31 (inclusive).

Shareholder engagement

We maintain an open dialogue with our

shareholders. Members of the Board

frequently engage with shareholders.

During the year I have met with a number

of shareholders, engaging in discussions

to better understand their views. Further

details on engagement with all our

stakeholders can be found on pages

94 to 99.

Sustainability and impact

In FY25, we refreshed our ESG strategy and

framework structure. Our new framework

focuses business activities across three

pillars, People, Production and Product, and

is underpinned by our focus on Governance

and transparency. Providing a direct link to

the Board, our Sustainability and Impact

Committee (SIC) is chaired by our CEO and

includes members of the Group’s Senior

Leadership Team. As part of our refreshed

ESG approach, we also revised the SIC’s

Terms of Reference to better support our

new framework.

Board performance review

As part of our Board performance review

cycle, in July 2025, we undertook an internal

effectiveness review that our Company

Secretary facilitated on my behalf. Details

of our performance cycle, process and

outcomes are set out on pages 92 to 93

(inclusive). I very much thank the Board for

their input in and openness to this process

during such a busy time; the findings led to

valuable and constructive discussions.

Tim Jones

Non-Executive Chair

9 December 2025

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Fevara plc Annual Report & Accounts 2025

CORPORATE GOVERNANCE REPORT CONTINUED

Committee membership

Term of office

Appointed to the Board as Non-Executive

Chair on 21 February 2023.

Skills and experience

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

Chair of Allia Charitable Group, Allia C&C and

SP-Logistics Holdings Limited.

Non-Executive Director of RCB Bonds plc.

Committee membership

Term of office

Appointed to the Board as a Non-Executive

Director on 1 September 2022.

Skills and experience

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 US 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 Chief Finance and Operating

Officer at AG Barr plc, the FTSE-listed

drinks brand owner, a role which he has

held since 2015.

External appointments

Chief Finance and Operating Officer at

AG Barr plc.

Director on a number of the AG Barr Group’s

subsidiary boards.

Tim Jones

Non-Executive Chair

Joshua Hoopes

Chief Executive Officer

Stuart Lorimer

Non-Executive Director

Committee membership

None

Term of office

Joined Fevara plc as Chief Executive Officer

for Global Agriculture in March 2024.

Appointed to the Board as Executive

Director in the role of Chief Executive Officer

on 1 July 2025.

Skills and experience

Joshua holds a BSc in Finance from the

University of Utah and an MBA from

Manchester Business School which led to

his early career experience with Deloitte and

Walgreens Boots Alliance. Prior to joining

Fevara plc in 2024, he worked for Associated

British Foods plc for more than ten years,

including five years as Managing Director

at AB Agri where he oversaw the Intellync

and AB Dairy divisions of the company.

Joshua is an experienced operator with a

deep understanding of agriculture and

related markets.

External appointments

Board member (advisory) of Giving World, a

UK-based poverty alleviation charity.

Committee membership

Term of office

Appointed to the Board as Non-Executive

Director on 9 October 2023.

Skills and experience

Gillian has more than 30 years’ executive

and non-executive experience across

a range of sectors and geographies,

including her current appointments listed

below. Previously, Gillian’s executive career

was spent in corporate finance advisory,

business strategy and energy.

External appointments

Independent Non-Executive Director at

Vidrala, S.A., Gentrack and Statera Energy.

Non-Executive Chair of char.gy ltd and

DC 25 investment Fund.

Trustee for The Boswell Trust.

Gillian Watson

Non-Executive Director

Senior Independent Director

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CORPORATE GOVERNANCE REPORT CONTINUED

Committee membership

Term of office

Appointed to the Board as a Non-Executive

Director on 20 February 2024.

Skills and experience

Fiona is a past People and Transformation

Director with extensive experience of

business transformation in both public

and private organisations across a wide

range of sectors such as retail, banking

and manufacturing. Fiona has successfully

demonstrated significant business

improvements and culture change in large

complex businesses, including Thomas

Cook, Alliance & Leicester, BAA, TUI and

Fenwick. Having held several Executive

Directorships in large PLCs, Fiona has

set up her own business and works with

CEOs and Executive teams, taking a key

role to help deliver substantial

transformation projects. She is also an

experienced Non-Executive Director.

Until recently Fiona was a Board member

and Nomination Committee member

of KidsOut.

External appointments

Fiona is Chair of Zenova Group plc and

head of its Remuneration Committee.

Deputy Chair of Pilotlight.

Fiona Rodford

Non-Executive Director, Employee

Engagement Representative

Committee membership

None

Term of office

Appointed to the Board as a

Non-Executive Director on 6 March 2023.

Appointed as Executive Director

of Transformation with effect from

13November2023.

Reappointed as Non-Executive Director

on 13 November 2024.

Skills and experience

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 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

Chairman of Centaur Media plc.

Director of DeepHarbour Ltd, Thontel

Limited and Your Past Memories Limited.

Member of Opro Partners LLP.

Martin Rowland

Non-Executive Director

KEY

Audit and Risk Committee member

Nomination Committee member

Remuneration Committee member

Committee Chair

Committee membership

None

Term of office

Joined Fevara plc as Deputy Company

Secretary in July 2022.

Became Group General Counsel and

Company Secretary on 1 April 2025.

Skills and experience

Paula is an accomplished general

counsel and company secretary. She

attends Board and Board Committee

meetings, ensuring that legal and

governance matters are anticipated,

considered and addressed. Paula offers

invaluable support to the Fevara plc

Board and as well as supporting the

subsidiary company Boards. Prior to

joining the Group, Paula was a Legal

Director at British Business Bank,

and previously held roles as a senior

in-house lawyer at the Royal Bank of

Scotland, and at the Co-operative

Bank. Paula qualified as a lawyer

with Eversheds Sutherland in

Manchester in 2004.

Other commitments

None.

Paula Robertson

Group General Counsel

and Company Secretary

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Fevara plc Annual Report & Accounts 2025

Report on Corporate

Governance at Fevara

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.

Corporate governance framework

Fevara plc 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 these

remain aligned with the Group’s ethics and culture. Details of the Board members can

be found on pages 80 to 81.

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. The responsibilities of the

Committees are governed by written Terms of Reference, 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 reports how that Committee has discharged

its responsibilities.

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 Nomination

Committee’s work,

responsibilities and

governance are set

out in the Nomination

Committee Report on

pages 100 to 103 (inclusive).

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 Audit

and Risk Committee’s

work, responsibilities

and governance are set

out in the Audit and Risk

Committee Report on

pages 104 to 108 (inclusive).

Remuneration

Committee

The Remuneration

Committee’s primary

role is to review and set

the reward structures

for Executive Directors

and oversee the reward

structures for Senior

Management, ensuring

that these promote

correct behaviours and

are appropriate when

considered in conjunction

with the levels of pay

and benefits offered

across the Group. Details

of the Remuneration

Committee’s work,

responsibilities and

governance are set out

in the Remuneration

Committee Report on

pages 109 to 132 (inclusive).

Board Committees

Wider governance

CORPORATE GOVERNANCE REPORT CONTINUED

In this section:

82 Corporate governance framework

84 Responsibilities and activities of the Board

86 Directors of the Board

88 Accountability and integrity of the Board

91 Board activity in FY25

Fevara plc

Board

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Fevara plc Annual Report & Accounts 2025

Wider governance

In addition to its formal Board Committees, the Board is supported by various non-Board committees and colleague groups, as follows:

Sustainability and Impact

Committee

The Sustainability and Impact

Committee (SIC) has been

constituted to support the Board

and its Committees in fulfilling

their oversight responsibilities with

respect to the development, review,

implementation and monitoring

of the Company’s ESG strategy.

Under the CEO’s leadership,

the SIC is composed of Senior

Leadership Team members who

are accountable for progressing

the agreed priorities and initiatives

across three strategic pillars, with

designated members appointed to

provide leadership and assurance

in each area. In the current year,

the SIC was refreshed as part of

the reset of the Company’s ESG

framework, reinforcing its role in

ensuring effective governance and

accountability. More information

can be found on pages 38 to 39

(inclusive).

Subsidiary and Joint Venture

Operating Boards

The Subsidiary and Joint Venture

Operating Boards monitor

performance and commercial

developments. These boards

include subsidiary management,

the CEO, the CFO, 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.

Executive Directors

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; managing the

operational divisions and central

functions on a day-to-day basis;

and managing matters relating to

the Group’s workforce.

Senior Management Team

The Senior Management

Team is responsible for: policy

implementation; the operational

delivery of the Group’s strategies;

and monitoring performance

and commercial developments.

The Senior Management Team

consists of the CEO, the CFO, the

Chief People Officer, the General

Counsel and Company Secretary;

the Country Manager (UK, Europe

& Export); Country President, USA;

and the Finance Director. Members

of the Senior Management Team

regularly engage with Board

members.

All colleagues

Regular colleague meetings

are held in each of the Group’s

businesses and central functions.

These meetings are designed to

manage and monitor day-to-day

operations, improving the speed

and efficiency of decision-making.

Fiona Rodford is the Board’s Non-

Executive Director for Employee

Engagement, providing an

effective link between the Board

and colleagues across the Group.

CORPORATE GOVERNANCE REPORT CONTINUED

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Fevara plc Annual Report & Accounts 2025

Responsibilities and activities of the Board

Meeting activities

The Board’s principal responsibilities can be grouped into eight areas as outlined below. The Chair sets Board agendas,

in consultation with the CEO and assisted by the Company Secretary, to include an appropriate balance of these areas:

Strategy

To set strategic aims and

objectives, including those

relating to environmental,

social and governance

considerations.

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.

People and culture

To understand employee

views and set the cultural tone

underpinning a fair workplace

and ethical business practice.

Stakeholder

engagement

To ensure that effective

engagement with employees,

shareholders and other

stakeholders is carried out

and feedback considered.

Governance

To promote responsible

leadership based on

transparency.

Financial performance

To assess financial

performance, track capital

investment and financial

planning.

Health & Safety

To approve the Health &

Safety strategy, monitor

performance and drive a

culture of safety and care.

Risk management

and internal controls

To set the approach to risk

management and oversee

the Group’s risk and internal

control framework.

CORPORATE GOVERNANCE REPORT CONTINUED

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CORPORATE GOVERNANCE REPORT CONTINUED

Element Typical Board activity

Strategy • 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

• 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 & Safety • Focusing on Health & Safety performance at the start of each meeting by reviewing metrics and targets from management.

• Providing support, where appropriate, to drive continuous improvement.

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

• Monitoring and assessing feedback from employees and ensuring employee interests are considered.

• Overseeing succession planning for Board Members and Senior Management.

Risk management

and internal controls

• 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

• 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.

Stakeholder

engagement

• Approving strategy for stakeholder engagement.

• Approving public announcements.

• Considering feedback from investor meetings and roadshows.

Governance • 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.

• Overseeing succession planning and Board appointments.

Principal Board activities in more detail

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Fevara plc Annual Report & Accounts 2025

Directors of the Board

Composition

As at the date of this Annual Report, the Board comprises one Executive Director and

five Non-Executive Directors, including the Chair. The Board is supported by 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 80 to 81.

Diversity and inclusion

The Board has 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 website www.fevara.com. Further details on diversity and inclusion can be found

on page 103.

In FY25, members of the Board and the Senior Management Team were asked to confirm

how they identify with the categories set out in the table below and to provide data on

wider aspects of diversity. In the tables below, Board diversity data as at 31 August 2025 is

presented in accordance with UK Listing Rule 6.6.6(R)(9) to (11) (previously 9.8.6R(9) to (11))

and in the format set out in UK Listing Rule 6 Annex 1 (previously 9 Annex 2.1).

Gender identity

Number of

Board members % of the Board

Number of senior positions on

the Board (CEO, SID and Chair)

Number in executive management

(Senior Management Team,

excluding the CEO)

Percentage of executive management

(Senior Management Team,

excluding the CEO)

Men 4 67% 2 5 71%

Women 2 33% 1 2 29%

Non-binary 0 0% 0 0 0%

Prefer not to say 0 0% 0 0 0%

Ethnic background

Gender identity

Number of

Board members % of the Board

Number of senior positions on

the Board (CEO, SID and Chair)

Number in executive management

(Senior Management Team,

excluding the CEO)

Percentage of executive management

(Senior Management Team,

excluding the CEO)

White British or other White (including minority-White groups) 6 100% 3 7 100%

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%

CORPORATE GOVERNANCE REPORT CONTINUED

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Fevara plc Annual Report & Accounts 2025

FCA’s UK Listing Rules targets on board diversity

At the end of FY25, 33.33% of the Board members were women. This has not changed up to

the date of this report. 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 FY25 and candidate diversity can be found on pages 102 and 103.

At Fevara, we believe that a diverse Board benefits from a balance of differences in gender

and ethnic background, and other distinctions such as social background, experience and

cognitive and personal strengths. As we continue to review the composition of the Board, we

will take these wider distinctions 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 helps the

Company to deliver its 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 is used

to inform Non-Executive Director succession planning and continues to be considered and

revisited as our Group strategy progresses. The biographical details of the current Directors,

including their relevant experience, are set out on pages 80 to 81.

Attendance at meetings

The Board met on six scheduled occasions during FY25. Meetings are scheduled around

events in the corporate calendar, such as the finalisation of full and half-year accounts, the

financial year end and the AGM. In addition to regular scheduled meetings, several meetings

were held during the year that addressed specific business issues as they arose.

Details of Director attendance at scheduled Board and Board Committee meetings during

FY25, against the number of scheduled meetings they were eligible to attend, are shown

opposite.

Board

Audit and Risk

Committee

Remuneration

Committee

Nomination

Committee

Total number of scheduled meetings 6 6 4 4

Directors in post in FY25

David White

5 (out of 5) N/A N/A N/A

Joshua Hoopes

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

Tim Jones 6 (out of 6) N/A 4 (out of 4) 4 (out of 4)

Stuart Lorimer 6 (out of 6) 6 (out of 6) 4 (out of 4) 4 (out of 4)

Gillian Watson 4 (out of 6) 4 (out of 6) 2 (out of 4) 2 (out of 4)

Fiona Rodford

6 (out of 6) 5 (out of 5) 4 (out of 4) 3 (out of 4)

Martin Rowland 5 (out of 6) N/A N/A N/A

Ian Wood

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

Shelagh Hancock

2 (out of 2) 2 (out of 2) 1 (out of 2) 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 FY25 in relation to Board member changes, Senior Management Team appointments and

implementing the strategy.

1 David White stood down from the Board and left the Group on 30 June 2025.

2 Joshua Hoopes joined the Board as CEO on 1 July 2025.

3 Fiona Rodford was appointed to the Audit and Risk Committee on 6 December 2024.

4 Ian Wood stood down from the Board and its Committees on 8 October 2024.

5 Shelagh Hancock stood down from the Board and its Committees on 31 December 2024.

All Directors are expected to attend scheduled Board meetings and relevant Committee

meetings in addition to the AGM 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. If a

Director were 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.

CORPORATE GOVERNANCE REPORT CONTINUED

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Fevara plc Annual Report & Accounts 2025

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 has been adapted in recent years 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 104 to

108 (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 each month 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.

Initial identification of risks, and the actions required to mitigate these, arises through

regular reviews held between Executive Directors and the management team of each

business unit. These are subsequently discussed with Executive Directors 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 are 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 principal risks to the Group is set out on

pages 50 to 53.

Division of responsibilities

The UK 2018 Corporate Governance Code requires 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, with details set out on the

Group’s website, and referenced opposite.

CORPORATE GOVERNANCE REPORT CONTINUED

NON-EXECUTIVE CHAIR

Role:

The Chair leads the Board, ensuring its effectiveness while taking account of the

interests of the Group’s various stakeholders and 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.

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CHIEF EXECUTIVE OFFICER

Role:

The Chief Executive leads 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

ESG strategy.

SENIOR INDEPENDENT DIRECTOR

Role:

The Senior Independent Director (SID) acts as a sounding board for the Chair, providing

him/her with support in the delivery of his/her 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 the performance evaluation of the Chair, ensuring an orderly succession process

for the Chair.

NON-EXECUTIVE DIRECTORS (INCLUDING CHAIR AND 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 developing and refreshing 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 in upholding corporate governance standards. The Company Secretary ensures

compliance with Board procedures and supports the Chair.

The Company Secretary advises the Board on corporate governance developments

and ensures that the Board receives information in a timely manner. The Company

Secretary can 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 and

assists in ensuring that the Board has appropriate training.

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CORPORATE GOVERNANCE REPORT CONTINUED

Powers and responsibilities

The powers of the Directors are set out in the Company’s Articles of Association which can

be located on our website www.fevara.com. In addition, the Directors have responsibilities

and duties under legislation, in particular those arising under Section 172 of the Companies

Act 2006.

Non-Executive Director independence

As at the date of this report, the Board is comprised of three independent Non-Executive

Directors (excluding the Chair) and two non-independent Directors (Joshua Hoopes as CEO,

and Martin Rowland as the Non-Executive Director, representative of Harwood). 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 Stuart Lorimer, Gillian Watson and Fiona

Rodford to be independent. The Board also 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 reappointed

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, 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 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 FY25, 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 2025 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 second half of FY25, discussions concerning CEO succession took place, as well as

discussions relating to the reappointment of Martin Rowland as a Non-Executive Director.

In respect of such discussions, David White (in respect of CEO succession), and Martin

Rowland (in relation to the reappointment as a Non-Executive Director) were directly

interested and therefore either left the meeting or declared their interest when such

matters were discussed and did not partake in discussions.

Director induction and development

New Directors complete an induction upon joining the Group and are 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 meetings 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 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 the performance of their duties as Directors.

None of the Directors obtained independent professional advice at the Company’s expense

during FY25. The Board and Board Committees are 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 109 to 132 (inclusive).

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Board activity in FY25

Area of focus

In addition to regular agenda items, during FY25, specific areas of focus for the Board identified at the start of FY25 included:

Area of focus Progress

Oversight of the conclusion of plans for

the disposal of the Engineering Division

Completed the disposal of the larger part of the Engineering Division for £75m enterprise value on 22 April 2025.

Oversight of the transition to the

Agriculture operation model

Supported the Agriculture Senior Management Team in developing commercial opportunities, driving operational efficiencies and

structuring the business to reflect the strategy for the business including:

• focused growth strategy as an international specialist in livestock supplements, announced in December 2024; and

• addressed structural under-performance and non-core activities through: the closure and sale of the non-core and loss-making

Afgritech business in October 2024; closure of the loss-making New Zealand operations and appointment of a third-party distributor;

and closure of loss-making Animax site and outsourcing of the production of boluses.

Assessment of opportunities in

the Agriculture Division to improve

operating margin across the portfolio

Made good progress across each strategic driver of value creation:

• Improved operating margin.

• Delivered profitable, commercial growth.

• Expanded into new growth markets.

For details see pages 1 to 22 of the Strategic report.

Reviewed allocation of capital and return

of cash to shareholders in light of the

distinct strategies for the Engineering

Division and the Agriculture Division

Completed the return of £70m to shareholders by way of a Tender Offer. Further details on the Tender Offer can be found on page 99.

Refresh approach to sustainability to

support Agriculture strategy

Approved the revised ESG strategy, refreshed the Sustainability and Impact Committee (SIC) and strengthened the Group’s response

to climate-related risks and opportunities. Further details can be found on pages 23 to 39.

Oversight of arrangements to simplify

the Group

• Completed the sale of nine investment/non-core properties in FY25.

• Completed the de-risking of the Group’s defined benefit pension scheme through a policy buy-in in January 2025.

• Ongoing focus on central cost reduction through the rightsizing of central functions to support Agriculture Division.

Board changes During FY25, Joshua Hoopes joined the Board as CEO of the business. As a new Board member, Joshua completed an induction specifically

focused on corporate governance and has been supported in his new role by the existing Board members. Also, during FY25, David White,

CEO of the Group, stepped down from the Board and left the Group, and Non-Executive Directors Ian Wood and Shelagh Hancock also

stood down and left the Group. Martin Rowland was reappointed as a Non-Executive Director. For more information, see page 102.

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Focus for FY26

It is currently anticipated that the Board will focus on the following areas during FY26:

• Supporting opportunities to improve operating margin across the business.

• Assessing and agreeing opportunities for profitable commercial growth.

• Evaluating expansion into new markets, in particular in pasture-fed cattle geographies.

• Overseeing cash generation and debt management disciplines to support profitable

growth in line with the strategy.

• Overseeing implementation of the Group’s refreshed ESG strategy, employee

engagement and development plans.

Board performance and effectiveness

The Board reflects on its performance and effectiveness 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.

Our last externally facilitated review took place in FY24, when the Board engaged

consultants Bvalco to assess the Board and its Committees. The findings were discussed

in a Board meeting in July 2024, and actions were proposed. A summary of these is

provided in the box below.

FY24

Recommendation Proposed action Progress to date Status

Effectiveness of the Chair Maintain focused discussion and summarise more frequently.

Ensure 1-2-1 annual feedback sessions for all the NEDs.

Chair assesses at each meeting whether the discussions have been focused and

concluded appropriately.

Annual feedback sessions completed.

More regular communication

about progress on key projects

To keep the Board appraised of progress against key

milestones.

Regular calls are scheduled outside 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.

Members of the Senior Leadership Team present at Board meetings on a regular basis.

During FY25, the Non-Executive Directors attended site visits at Silloth and Ayr.

Increase focus on Group

purpose and strategy

Consider scenario planning to support improved ultimate

decision-making.

Scenario planning was discussed at Board meetings, particularly in relation to

the disposal of the majority of the Engineering Division, and will continue as the

Agriculture strategy progresses.

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) 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 was a topic of discussion during FY25. Following the

departure of two NEDs, and the sale of the majority of the Engineering Division, the

Board concluded that the current size and composition of the Board was appropriate.

Improve team cohesiveness

of the Board

Deepen working relationships among Board members. More in-person Board meetings have enabled closer working relationships, as have

regular updates and discussions between scheduled meetings.

Summary of recommendations and actions from external Board performance review FY24

The recommendations agreed following the external review in FY24 were a focus for the Board throughout the year.

A summary of the recommendations together with actions taken are set out below.

Completed

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FY25 BOARD EVALUATION

Facilitated by Chair

Supported by Company Secretary

Board governance

and structure

Self-assessment

TWO FOCUS AREAS

RECOMMENDATIONS AND PLANS

FOR FY26

Board performance review FY25

In FY25, the Board review was facilitated internally by the Chair, with

support from the Company Secretary. The FY25 internal review took

the form of two questionnaires: one focused on Board governance

and structure around the Corporate Governance Code 2018; and the

other focused on self-assessment.

The feedback was reviewed and discussed by the Board at the Board

meeting in August 2025. Overall, there was a positive response to the

functioning of the Board and its Committees.

As there had been a number of changes at Board and Committee

level since the last internal evaluation, the review provided a

timely and valuable perspective on Board governance. The

recommendations, which the Board plans to take forward for

FY26, are set out in the box below. An update will be provided in the

Company’s FY26 Annual Report and Accounts.

FY25

Recommendation Proposed action

Engagement with stakeholders Monitor external stakeholder sentiment and continue refining engagement

and communication strategies.

Clarity in strategic focus Hold regular discussions on the CEO’s update, with a focus on updates

covering key priorities, issues and imperatives.

Actions to enhance shareholder value Consider impact of actions on shareholder value.

ESG Seek feedback on ESG-related impacts on the business and the Company’s

potential negative (or positive) impact on the environment and society.

Information and support Ensure timetable for circulation of papers and post meeting minutes and

actions is met.

Board skill set and development Continue Board training and deep dives in key areas.

Internal Board review Review internal Board review process.

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Stakeholder engagement

Stakeholder engagement helps us to focus on what matters, improve our

business and operations, and create long-term value for our stakeholders.

Section 172 Statement

Effective stakeholder engagement enables us to

understand the interests and perspectives of our

stakeholders and to take these 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), as described below on page 95.

These factors are carefully evaluated as part of the

Board’s key decisions and strategic deliberations.

As described on page 84, the Chair and Company

Secretary strive to balance the topics discussed at

each Board meeting.

Health & Safety, sustainability and impact, people

and culture and governance are discussed at each

Board meeting as part of the CEO report. Directors are

routinely provided with information on the Group’s

strategic progress, financial performance and risk

management. Additionally, the Board receives regular

updates and reports from business areas, encompassing

matters pertinent to our stakeholders. The information

received is considered during the Board’s discussions,

and further details or assurances are sought as

appropriate to support effective decision-making.

In the following pages, we highlight our key

stakeholders, how we have engaged with them

during FY25 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.

The Board confirms that during the year under review,

it has acted to promote the long-term success of the

Company for the benefit of its shareholders whilst

having due regard to the factors set out in Section 172(1)

(a) to (f) of the Companies Act 2006.

Signed for and on behalf of the Board

Joshua Hoopes

Chief Executive Officer

9 December 2025

OUR KEY

STAKEHOLDERS

Suppliers

& advisers

Employees

Customers

Investors &

shareholders

Communities

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Case study

Brand name change

In October 2025, the Company changed its

corporate name from Carr’s Group plc to Fevara

plc. The renaming of the Company was seen as an

opportunity to reinforce the new strategic direction

of the Company as an international specialist in

livestock supplements, and to reduce customer

confusion with Carr’s legacy brands with which

the Company was no longer involved. Discussions

covered the potential loss of brand awareness

and the cost and upheaval of implementing

the change. On balance, the Board supported

the conclusion that investing in a new name

would enable us to present our new business

direction and investment case externally more

straightforwardly, outweighing any negatives.

An agency was appointed to create a new visual

identity and name, and advisers were consulted.

At each stage of the process, engagement was key

to ensure decisions incorporated feedback.

The decision not to change the product brands

was important for customers and suppliers. The

timing of the name change was also considered,

noting potential confusion for shareholders of a

name change during the Tender Offer. The impact

on employees and community was also discussed,

noting the strong historical association in Cumbria

with the Carr’s name, which led to maintaining a

visual connection to the former Carr’s branding

through the colour palette and choosing a name

which reflected our heritage as a specialist in

livestock supplements.

An internal working party was established to

consider the legal, regulatory, communication,

IT and practical implications, ensuring a smooth

transition. Comprehensive Q&As were prepared

for employees, shareholders and investors, and a

new website was developed to showcase the new

name and corporate identity.

Fevara plc is our new name and draws on the Fehu rune,

meaning “cattle” or “wealth”, the Old English word feoh

(“cattle as wealth”) and the term “vara” (or vera), which

in Latin primarily means “straight” or “true”. The

name reflects our heritage as a specialist in livestock

supplements and our commitment to quality, integrity

and sustainable farming. Our product brands will

remain unchanged.

We have a strong

heritage and a well-

respected business.

We are very proud of

that and will continue

as a values-led business

under our new name.”

Joshua Hoopes

Chief Executive Officer

s.172 and where to find key information

Further information can be found throughout this FY25 Annual Report

and Accounts and is summarised below, and 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 Pages

(a) the likely

consequences of

any decisions in the

long term

Chair’s statement 4 and 5

Our strategy 2 to 22

Principal risks and uncertainties 50 to 53

Corporate governance report 77 to 138

Disposal of the majority of the

Engineering Division

Tender Offer 99

(b) the interests of the

company’s employees

Sustainability and impact review 23 to 39

Corporate governance report 77 to 138

company’s business

relationships with

suppliers, customers

and others

Corporate governance report 77 to 138

Our strategy 2 to 22

(d) the impact of the

company’s operations

on the community

and environment

Sustainability and impact review 23 to 39

Corporate governance report 77 to 138

(e) the desirability to

maintain a reputation

for high standards

of business conduct

Non-financial and sustainability

information statement

74 and 75

(f) the need to act fairly

as between members

of the company

Corporate governance report 77 to 138

Stakeholders engaged Outcome

• Board

• Senior Leadership Team

• Shareholders and investors

• Advisers

Successful launch of the

Company as Fevara plc

completed October 2025

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CORPORATE GOVERNANCE REPORT CONTINUED

Employees Customers

Why engagement is important

We place great importance on open communication, active

listening, and mutual respect and trust. For the Board to

operate effectively, it is essential that clear and transparent

communication takes place with colleagues at all levels on

matters that affect them.

How we listen

Engagement and communication with colleagues are

facilitated through a range of channels. We maintain an

open-door policy, encouraging informal dialogue and

interaction at all levels. The CEO and the Senior Management

Team conduct regular briefings and meetings – both in

person and via Microsoft Teams – to update colleagues on

Group performance and other business-related matters.

Board meetings are held at operational sites, where possible,

and Board members undertake site visits between meetings.

These interactions provide the Board with valuable insight

into the views of colleagues, as well as the challenges and

opportunities facing their teams and business areas.

During FY25, we introduced various new channels to

strengthen two-way engagement with our employees,

including the Action Communication Team (ACT) that drives

employee-led initiatives, and the roll-out of our first Group-

wide employee survey in July 2025 with Workday Peakon.

The Group’s intranet serves as a central platform for sharing

key messages, briefings, announcements and news from

across the Group.

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.

How we respond

During FY25, our Chief People Officer (CPO) presented the

results of the first employee engagement survey of the

continuing business to the Senior Management Team and

subsequently to the Board in October 2025. The results

will be used to inform targeted actions in the year ahead.

The CPO also provides updates to the Board on employee

matters, which include metrics such as starters and leavers,

and diversity and inclusion data. Board meetings and Senior

Management Team meetings were held at operational sites

in FY25, promoting the visibility of the Board and Senior

Management Team members with employees,

and facilitating face-to-face engagement.

Examples in FY25

Strategic organisational change

The impact on employees of the decisions to make

corporate and organisational changes in the Group was

considered carefully by the Board during FY25, particularly

with the closure of the Afgritech business in the US and

the Animax site in the UK, and the disposal of the majority

of the Engineering Division. We identified people-related

risks early and fostered a high level of engagement during

the consultation periods to facilitate a smooth execution

through to project completion. This focused on legal

compliance, minimising employee relations issues, providing

timely delivery of information and maintaining a stable and

motivated workforce during a time of considerable strategic

organisational change.

Why engagement is important

Customer engagement is key to our business.

Our customers include dealers and distributors

as well as farmers. Our strategy is underpinned

by market-leading brands and we have

a track record of quality, innovation and

customer service. We are focused on better

understanding customer needs to develop

products. Understanding customers’ needs is

therefore an essential requirement for growth.

How we listen

Our sales and customer service teams are

responsible for developing and maintaining

relationships with customers and potential

customers. They meet regularly with

customers, attend industry events and

trade shows and may visit farms. Customer

complaints are logged and reviewed

monthly as a performance measure with

a commitment to implement process and

system improvements as required and to

feed back to customers in all cases. Material

customer feedback is reported to the Board

to ensure that customer perspectives

are properly understood as part of the

decision-making process.

How we respond

During FY25, we maintained existing

customer relationships and explored ways to

develop new relationships. We continued to

engage with farmers through our social

media channels and our Scotmin retail

business and are currently developing our

website and social media communications. In

FY25, we appointed a new Marketing Manager

who is responsible for seeking new ways to

encourage interest in and dialogue about our

businesses and products.

More information in the People pillar

section can be found on page 28

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Why engagement is important

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.

How we listen

The Group maintains dialogue with substantial and

institutional shareholders and analysts, with our

CEO and CFO meeting with investors following the

announcement of half-year and year end results and

at other times upon request. Members of the Board

and the Company Secretary regularly engage with

investors on governance issues and other Board-

related matters. Our AGM allows shareholders to

meet with the Board and ask questions directly.

How we respond

All shareholders and potential investors can

access the Company’s website at www.fevara.

com. Significant matters relating to the trading or

development of the Group are disseminated to the

market in a timely manner through Stock Exchange

announcements and these are posted on the

Company’s website. We maintain a regular calendar

of announcements and events for investors and host

accessible online presentations of the full-year and

interim results. All related reports and updates are

made available on the Company’s website. Individual

shareholders are welcome to contact the Company

Secretary’s office.

During the year, our CEO and CFO met with

institutional shareholders, brokers and analysts. The

Board is briefed on the outcomes of such discussions

and considers and responds to views and feedback

as necessary. Our Chair Tim Jones maintains a

regular dialogue with shareholders throughout the

year, answering individual queries and engaging in

discussions to understand their views better.

Example in FY25

In-person engagement

At our AGM in 2025, shareholders were

introduced to our new Board members and the

Board met with individuals in person before

and after the meeting. In FY25, the Tender

Offer process allowed the potential for further

engagement with shareholders, with a General

Meeting held in June 2025, where shareholders

who chose to attend the meeting would have

the opportunity to speak with the CEO and

the Chair in person about the Tender Offer.

Additionally, shareholders could discuss queries

about the process with the Company Secretary

and our registrar.

CORPORATE GOVERNANCE REPORT CONTINUED

Investors & shareholders Suppliers & advisers

Why engagement is important

Regular engagement with our suppliers and distributors

enables us to gain a deeper understanding of their needs

and priorities, which in turn helps to inform and shape our

strategy. Our approach reflects our commitment to partnering

with value-added ingredient suppliers who share our passion

for, and dedication to, research-proven, evidence-led product

solutions.

Our advisers are valued within the business, as they bring

external perspective and expertise in specific areas, including

audit, ESG and emissions reporting. As part of our strategy

to reduce central cost overheads, we aim to forge open and

transparent relationships to accelerate their understanding of

our business and obtain the best value for money possible.

How we listen

Engagement with suppliers is maintained through regular

and transparent dialogue between our management teams

and key business partners. We hold frequent meetings

with suppliers and distributors to discuss performance,

opportunities and shared objectives. In addition, colleagues

participate in UK and international trade events and

exhibitions to strengthen existing relationships and foster

new partnerships. Our advisers typically liaise with specific

functions in the Group (for example, our finance team

and Company Secretariat and Board Committees). Where

appropriate, they are invited to present to the Board to

share expertise, results of specific projects and to generate

discussion.

How we respond

Throughout FY25, we have maintained a dialogue with

suppliers to understand their and our developing needs.

This regular contact through calls and virtual meetings has

enabled us to revisit and refine our strategy, 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.

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Fevara plc Annual Report & Accounts 2025

Communities

Why engagement is important

We recognise that our business has an impact on those

around us and that each community is different. We strive

to appreciate what is important to our communities –

whether the provision and retention of jobs, investment in

local economies or supporting local health and wellbeing

and education initiatives.

How we listen

We are aware that no “one size fits all” and therefore our

approach to engagement has been to encourage our sites

to communicate directly with their local communities. This

includes encouraging active participation in community

initiatives and supporting local charitable causes. Details of

our support for our local communities and opportunities to

get involved are published on our intranet site www.fevara.

com. Issues facing local communities may be reported to

the Board, where they are likely to impact decision-making.

How we respond

During FY25, given our focus on strategic reorganisation,

which included a site closure and major disposal, we

have not coordinated the time and resources allocated

to local community initiatives as rigorously as in the

prior year. As part of our ESG strategy and framework

refresh that was carried out in FY25, we have committed

to ‘Support people & communities across our industry’.

This will include developing a more strategic approach to

selecting, implementing and tracking community and

sector engagement initiatives. We will disclose our progress

internally throughout the year and summarise this in the

FY26 Annual Report and Accounts.

CORPORATE GOVERNANCE REPORT CONTINUED

Environment

Understanding and managing the impact

of our business on the environment, as

well as the impacts of the environment

on our business, supports the successful

implementation of our strategy. We

recognise our responsibility for protecting

the environment and contributing to a

sustainable future and we will comply with

all relevant laws and regulations.

During FY25, we fully revised our ESG

strategy and supporting governance

structure. This project engaged Board and

Senior Management Team members over a

period of six months and more details can

be found on pages 23 to 25. Our updated

environmental commitments are set out

in the Production pillar of our revised ESG

strategy and include a renewed focus on:

responsible sourcing and an improved

understanding of our supply chain impacts;

and minimising our operational footprint –

particularly in relation to carbon emissions,

energy, water and waste.

During this process, we also reviewed the

Terms of Reference and responsibilities of

our refreshed Sustainability and Impact

Committee (SIC). The CEO chairs the SIC

and provides a direct link to the Board on

ESG matters, including those related to the

environment. Environmental matters are

also reported to the Board through our risk

management reporting process, allowing

these to be considered in decision-making.

To embed our commitment, training in

environmental and sustainability matters

forms part of induction process.

More information on our ESG framework

can be found on page 26

More information can be found in the

Production and Product sections on

pages 34 to 37

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CORPORATE GOVERNANCE REPORT CONTINUED

Case study

Returning capital to shareholders

On 16 January 2025, the Board announced its decision to

dispose of its interests in the majority of its Engineering

Division to Cadre Holdings, Inc. for cash with an

enterprise value of £75m. The Board also announced

its intention to distribute up to £70m of the net cash

proceeds from the sale to shareholders. The sale

completed in April 2025.

To evaluate the quickest and most effective way to

return capital to shareholders, the Board engaged with

independent advisers and a selection of shareholders.

Following careful consideration and consultation, the

Board agreed that a tender offer would be the most

appropriate route, for the following key reasons:

• Flexibility: Qualifying shareholders could choose to

reduce their holdings of Ordinary Shares or maintain

their full investment

• Inclusiveness: All qualifying shareholders could

participate, regardless of shareholding size

• Market value: The Company could return capital

to shareholders at a market-driven price with an

appropriate premium

Given these perceived benefits, the Board considered

that the Tender Offer was in the best interests of the

shareholders as a whole. Company Directors who

held Ordinary Shares also confirmed their intention

to support this. In June 2025, the Board announced

that the number of valid applications received exceeded

the maximum number of Ordinary Shares which could

be purchased. Excess tenders were scaled back and

the total value returned to shareholders was confirmed

at £70m.

Further details of the Tender Offer can be found on

the Company’s website at www.fevara.com.

The Board determined, following

consideration and selective

consultation with shareholders, that

the Tender Offer would be the most

appropriate method of returning

capital to shareholders in a quick

and efficient manner.”

£70m

total value returned to shareholders

42,944,785

number of shares purchased

Stakeholders engaged Outcome

• Board

• Selected major shareholders

• Director shareholders

• Advisers

£70m returned to

shareholders in an

effective, fair and

timely manner

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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS

Introduction

The Nomination Committee reviews

the leadership needs of the Group to

ensure that the Board has the skills

and experience required to deliver

the Company’s strategic objectives

and compete effectively in the

marketplace – now, and in the future.

Committee membership

The Committee comprises Tim Jones,

who is the Committee Chair, and three

independent Non-Executive Directors,

Stuart Lorimer, Gillian Watson and

FionaRodford.

During FY25, Ian Wood stepped down from

the Board and its Committees on 8 October

2024 and Shelagh Hancock stepped down

from the Board and its Committees on

31December 2024.

Meetings in the year

The Committee met on four scheduled

occasions during FY25. Details of attendance

can be found on page 87.

NOMINATION COMMITTEE REPORT

Tim Jones

Nomination

Committee Chair

NOMINATION COMMITTEE MEMBERS

Tim Jones

(Committee Chair)

(Non-Executive Director)

Stuart Lorimer

(Non-Executive Director)

Gillian Watson

(Non-Executive Director)

Fiona Rodford

(Non-Executive Director)

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100

Nomination Committee responsibilities and key activities in FY25

The Committee’s responsibilities and key areas of activity in FY25 are shown below.

Further details of the Committee’s responsibilities can be found in the Nomination Committee’s Terms of Reference, located at www.fevara.com.

Key Nomination Committee responsibilities Key activities in FY25

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.

• Reviewed the size and composition of the Board following the departure of Ian Wood and Shelagh Hancock,

and in light of the requirements of the 2018 Corporate Governance Code.

• Reviewed and assessed the range of skills, attributes and experience of Directors to ensure that the Board

remains effective, balanced and suited to the Group’s strategic priorities given its transition to a purely

Agriculture business.

• Undertook an internal Board effectiveness review.

• Undertook a general review of the structure, size, composition and diversity of the Board and its Committees, as

well as the structure of the Senior Management Team, with particular focus on the required capability needed

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.

• Appointment of Joshua Hoopes as CEO with effect from 1 July 2025, following the successful sale of the majority

of the Engineering Division and the Group’s move to focus on being an international specialist in livestock

supplements. This was a direct result of CEO succession planning, with Joshua, who joined the Group in March

2024, having been identified as a potential CEO in the event of these developments.

• Departure of David White (CEO) from the Group on 30 June 2025.

• Reappointment of Martin Rowland as a Non-Executive Director on 13 November 2024, following the end of

his 12-month contract as Executive Director of Transformation.

• Oversaw ongoing Senior Management Team succession planning.

Setting the Group’s policy on diversity and inclusion and

overseeing its implementation in succession planning across

the Group.

• Reviewed and updated the Board’s Diversity Policy which can be found at www.fevara.com.

• Reviewed 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 business operates effectively in its

particular markets.

• Considered options on the size of the Board and the expertise and experience required to support the

Group’s strategy.

• Undertook evaluation of Board composition and skills.

• Delivered training to Directors.

Reviewing the Committee’s Terms of Reference to ensure they

reflect the Committee’s remit and recommending any changes

considered necessary to the Board for approval. Ensuring that the

Committee is operating effectively.

• Reviewed and updated the Committee’s Terms of Reference which can be found at www.fevara.com.

Reviewing the results of the Committee’s performance evaluation. • Created action plans following feedback from the Committee’s internal performance review.

Further information related to the above activities is set out on the following pages.

NOMINATION COMMITTEE REPORT CONTINUED

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Fevara plc Annual Report & Accounts 2025

101

Board composition

Chief Executive Officer

On 7 May 2025, it was announced that

Group CEO, David White, would leave the

Group following completion of the sale of

the majority of the Engineering Division on

22 April 2025 and subsequent reduction in

the size of the Group as a result. The process

to identify a successor to David White was

led by Tim Jones as Chair of the Nomination

Committee. Joshua Hoopes, who joined the

Group as CEO, Global Agriculture in March

2024 and had proven his strong knowledge

of the Agriculture industry and awareness of

existing and new markets, was identified as

a strong candidate.

Following discussions, the Nomination

Committee recommended Joshua as the

CEO of the new business. Considerations

included the Group’s strategic transition to

focus on being an international specialist

in livestock supplements, the Board’s

commitment to maximising shareholder

value, as well as the need for an efficient

and orderly handover.

The recommendation was approved by the

Board and Joshua was appointed as CEO on

1July 2025.

Non-Executive Directors

Having served nine years and seven days as

a Non- Executive Director, Ian Wood stood

down from office on 8 October 2024.

This small extension to his tenure facilitated

a smooth handover after the 2024 financial

year end and the Board did not consider

that Ian’s independence was impaired. Ian

left the Company with the Board’s thanks

and best wishes for the future.

Shelagh Hancock also stood down from the

Board and its Committee on 31 December

2024 with the Board’s best wishes for

continuing future success.

Despite two Non-Executive Directors leaving

the Board in FY25, no new Non-Executive

Directors were appointed to the Board

and its Committees. This was a result of

robust succession planning in prior years in

anticipation of long-serving Non-Executive

Directors stepping down from the Board.

Details of the Nomination Committee’s

recruitment of Non-Executive Directors

in recent years, including the benefits of

diversity, are detailed in previous Annual

Report and Accounts.

Following the end of his 12-month contract

in November 2024 as Executive Director

of Transformation, Martin Rowland was

reappointed as a Non-Executive Director

of the Company. Details of Martin’s original

appointment to the Board in March 2023

can be found in the Nomination Committee

Report in the FY24 Annual Report and

Accounts. Martin is a representative of

Harwood Capital Management Limited

(“Harwood”) pursuant to a relationship

agreement between the Company and

Harwood.

The Nomination Committee regularly

discussed Board size and composition

during FY25 to ensure that an appropriate

balance of skills, experience and diversity

of thought remains in place, as well as to

comply with the 2018 Corporate Governance

Code.

Since 2023, the Board has reduced in size

from eight Directors as at the date of the

FY22 Annual Report and Accounts to six as at

the date of this Annual Report and Accounts.

The Board’s composition is summarised in

the table opposite.

During FY25, Board Committee

memberships also changed as the

succession plan for Non-Executive Directors

was implemented. As mentioned above, Ian

Wood stepped down from the Board and its

Committees on 8 October 2024, and Shelagh

Hancock stepped down from the Board

and its Committees on 31 December 2024.

Following the announcement of Shelagh’s

exit from the Group, Fiona Rodford became a

member of the Audit and Risk Committee on

6 December 2024.

Group succession planning

and development

People are key to the Company delivering

its strategy and meeting its objectives. The

Nomination 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 and effective Director

succession. The broader Group’s succession

planning focuses on developing a diverse

pipeline of appropriately qualified and

experienced employees, who 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

Chief People Officer and include internal

and external candidates. Independent

recruitment consultants are also appointed,

where appropriate.

Board composition

Status Members Number

Independent Chair Tim Jones 1

Independent

Non-Executive Directors

Stuart Lorimer, Gillian Watson,

Fiona Rodford

Non-Independent

Non-Executive Director

Martin Rowland 1

Executive Directors Joshua Hoopes 1

Notes:

Martin Rowland is not considered independent as he is a representative of Harwood Capital, a shareholder.

Tim Jones was considered independent on appointment, and continues to be considered independent.

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)

Stuart Lorimer Gillian Watson Stuart Lorimer

Gillian Watson Fiona Rodford Gillian Watson

Fiona Rodford Tim Jones

NOMINATION COMMITTEE REPORT CONTINUED

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102

Across the Group, our evolving career

pathways and employee development

initiatives are designed to attract, retain

and develop the best talent. Following

the approval of the Group’s ESG strategy

by the Board in August 2025, the Chief

People Officer also leads the people-

related element of that strategy – a

development that further underpins the

Group’s commitment to investment in

attracting and developing talent to achieve

our strategic objectives. Further details of

those initiatives are described on pages 28

to 31 (inclusive). During the year, the Chief

People Officer met with Fiona Rodford

– the Group’s Employee Engagement

Representative, to review succession

planning for the Senior Management Team

and key personnel.

Diversity and inclusion

The Group’s principal concern when making

employment decisions is that candidates

possess the required 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 who 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 and diverse work

environment where all employees can

fulfil their full potential. The Nomination

Committee recognises that diversity

strengthens the Board by bringing a broad

range of perspectives and richness to

decision-making and debate. 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 also 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

page 86, and details of our commitment

to promoting diversity and inclusion

for all employees, including the Senior

Management Team, can be found above.

The table below shows the gender breakdown

across the Group as at the date of this report.

Director independence

Details relating to Director independence

can be found in the Corporate governance

Report on page 90.

Board performance review

In July 2025, the Board undertook an

internal effectiveness review. The findings

were presented to the Board in August

2025 and were the subject of detailed and

constructive discussion. Details of that

process and its outcomes are set out in this

Corporate Governance Report on pages

92 to 93 (inclusive).

Committee effectiveness

The effectiveness of the Nomination

Committee was considered as part of the

Board’s internal effectiveness evaluation

described on pages 92 and 93. The review

found that the Committee was well led

and effectively discharged it obligations.

Succession planning and talent pipeline

were key areas for the Committee and

will continue to be so during FY26. Board

training and deep dives into key areas were

welcomed and would continue to form part

of the Board agendas for future meetings.

Number %

Gender breakdown Total Male Female Male Female

Employees* 201 136 65 68 32

Senior Managers** 7 5 2 71 29

Direct reports to Senior Managers 25 15 10 60 40

* Excluding Chirton Engineering Limited (held for sale).

** Includes Executive Directors with direct reports.

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 2026, Tim Jones, Stuart Lorimer,

Gillian Watson, Fiona Rodford and Martin

Rowland will each stand for re-election to

the Board and Joshua Hoopes will stand

for election.

The Board will set out in the Notice of

Annual General Meeting its reasons for

supporting the re-election or election of

each Director. Director biographies are

summarised on pages 80 and 81 and

demonstrate the range of experience

which each Director brings to the benefit

of the Group.

The Nomination Committee Chair will

attend the AGM and respond to any

shareholder questions that might be

raised on the Committee’s activities.

Tim Jones

Nomination Committee Chair

9 December 2025

NOMINATION COMMITTEE REPORT CONTINUED

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103

AUDIT AND RISK COMMITTEE REPORT

Introduction

The Audit and Risk 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.

Stuart Lorimer

Audit and Risk

Committee Chair

AUDIT AND RISK COMMITTEE MEMBERS

Stuart Lorimer

(Committee Chair)

(Non-Executive Director)

Gillian Watson

(Non-Executive Director)

Fiona Rodford

(Non-Executive Director)

Committee membership

The Committee currently comprises three

independent Non- Executive Directors:

Stuart Lorimer (Committee Chair), Gillian

Watson and Fiona Rodford.

During the year, Ian Wood stepped down

from the Board and the Committee on

8 October 2024 and Shelagh Hancock

stepped down from the Board and its

Committees on 31 December 2024.

FionaRodford joined the Committee on

6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 87) and each Committee meeting

has an agenda linked to the Company’s

financial calendar. The meetings are

attended by the Committee members

and by invitation, the CEO and CFO,

other senior finance personnel as well

as representatives from the External Auditor

and the internal auditor.

During the year, the Committee regularly

met privately with the External Auditor and

the Committee also held meetings with

internal audit without the CEO, CFO or

other senior finance personnel.

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Responsibilities of the Committee

The primary role of the Committee is to assist the Board in fulfilling its oversight responsibilities. This includes providing 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.

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 Company’s website at www.fevara.com. The Committee regularly reports to the Board on how it discharges its responsibilities.

These responsibilities drive the main activities of the Committee as noted below. Details on specific work undertaken during the year are also set out below. In some instances,

the activities noted spanned more than one financial year.

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 and Accounts.

• 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.

• Reviewed and recommended to the Board the Group’s principal risks for inclusion in the Annual Report

and Accounts.

External audit • Reviewing and monitoring the scope and

effectiveness of the external audit, taking

into consideration relevant professional

and regulatory requirements.

• 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 audit strategy and plan.

• Agreed the terms of engagement and remuneration of the External Auditor.

• 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.

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105

Responsibilities of the Committee Activities during the year

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 during the year 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, the Group’s Anti-Bribery Policy and the Group’s

Anti-Fraud Policy.

• Reviewed on behalf of the Board any whistleblowing or similar reports together with their resolution.

AUDIT AND RISK COMMITTEE REPORT CONTINUED

Responsibilities of the Committee continued

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,

require 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. On 22 April 2025, the

Engineering Division, excluding the Chirton

business, was sold to Cadre Holdings, Inc.

and therefore the trading results of this

Division and the profit on disposal are

included within discontinued operations in

the Consolidated Income Statement.

In addition, following closure on 31 October

2024, the trading results and profit on

disposal of the Afgritech LLC business and

property are also included in discontinued

operations. All of the properties classified

as held for sale at FY24 were sold during

FY25. 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 at the

balance sheet date:

• The Chirton machining business

• Three Group properties being actively

marketed for sale by the year end

including the Animax site which was

closed on 30 June 2025

Although the Chirton machining business

has been classified as held for sale for a

period in excess of one year this is due to

circumstances beyond the control of the

Group. For this reason the Committee

concluded that it was still appropriate to

classify the Chirton business as discontinued

and held for sale at year ended 2025. The

business continues to be marketed for sale

and has received interest from a number

of parties.

In addition to determining the correct

basis of disclosure of the above assets,

the Committee also considered the Net

Realisable Value for each asset.

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Potential goodwill and other non-

current assets 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 a

further impairment of £2.8m (2024: £3.2m)

against the carrying value of the assets

of the Chirton business was required. At

the year end, the cumulative impairment

against Chirton was £5.9m. Further details

of the assets held for sale and impairment

are contained in Note 9.

Defined benefit pension scheme:

The Committee considered 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 following the

buy-in with Aviva during the year, that the

assumptions adopted in relation to the

scheme’s liabilities were appropriate, and

that disclosures made in relation to the

scheme were appropriate.

At 31 August 2025, the estimated liabilities

for Barber Window and GMP equalisation

are not included in the liabilities insured and

are therefore not included as a matching

asset. This has resulted in a retirement

benefit obligation being shown at FY25.

Following the data cleansing exercise

currently underway, these liabilities will

be brought into the insurance policy. The

Company has set aside funds in an escrow

bank account that requires both a Company

signatory and a Trustee signatory to be able

to withdraw funds to pay for any liabilities

that occur during the data cleansing

period together with any adjustment to

the final premium payable to Aviva. As the

bank account is a Company asset and the

liabilities are pension scheme liabilities they

are not permitted to be offset on the face on

the balance sheet.

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 up to 22 April 2025 when the

Engineering businesses with long-term

contracts were sold. Following the disposal

of the Engineering Division, excluding

the Chirton business, this is no longer a

significant accounting estimate.

The remaining businesses including the

Chirton business recognise revenue at a

point in time.

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 considered the appropriate

period relevant to the viability statement

and 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.

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.

The Committee confirmed to the Board

that it had concluded that, when taken as

a whole, the Annual Report and Accounts

forFY25:

(i) was fair, balanced and understandable

and provided the information necessary

for shareholders to assess the Company’s

performance, business model and

strategy; and

(ii) informed the Board’s statement in

the Annual Report and Accounts on

these matters that were required under

the UK Corporate Governance Code

(2018) and accordingly the Committee

recommended the Company’s Annual

Report and Accounts for FY25 for

approval by the Board. The Board

consequently approved the Company’s

Annual Report and Accounts for FY25

on such basis.

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 FY24 report

prepared by the External Auditor to assess

whether the expected improvements in the

control environment had been verified and

understand what further improvements the

External Auditor deemed necessary. During

the prior year, the Company had conducted

an in-depth review of internal controls and

also conducted a review by outsourced

internal audit over key controls. These

reviews had identified shortcomings in the

control environment, and management

implemented a targeted programme of

activity to improve key controls immediately

and the broader control environment.

Further work undertaken in FY25 noted

material improvement in the control

environment but with further work to be

completed ahead of implementation of S29

of the UK Corporate Governance Code in

FY27. The Company has an agreed plan in

place for this work, targeting completion

inH1 FY26.

AUDIT AND RISK COMMITTEE REPORT CONTINUED

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107

The Committee reported to the Board that

whilst the required improvements were

noted, it was satisfied that the 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

(UK) LLP (“Grant Thornton”) as the Group’s

External Auditor was recommended by the

Board and approved by shareholders at the

Company's AGM held on 14 February 2025.

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 Jon Maile, and

this is his first year in that role.

The Committee reviewed Grant Thornton’s

detailed audit plan presented in August

2025. 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 2026.

AUDIT AND RISK COMMITTEE REPORT CONTINUED

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

Company’s website www.fevara.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. The year under review was the

second year of using outsourced internal

audit services. The Committee believes

that this outsourced approach provides the

breadth of skillset and experience required

for an effective function, with access to

specialist knowledge as required.

The activity of the outsourced provider

was agreed based on management’s

assessment of specific areas requiring focus.

In the current year, activity was focused

on the application of key controls across

theGroup.

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 was

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 92 and 93. 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 2026, to respond to any

shareholder questions that might be raised

on the Committee’s activities.

Stuart Lorimer

Audit and Risk Committee Chair

9 December 2025

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REMUNERATION COMMITTEE MEMBERS

Fiona Rodford

(Committee Chair)

(Non-Executive Director)

Tim Jones

(Non-Executive Director)

Stuart Lorimer

(Non-Executive Director)

Gillian Watson

(Non-Executive Director)

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 FY25; provides details of the

remuneration received by Directors relating

to FY25; and outlines how the policy will be

applied during FY26. The Annual Report on

Remuneration will be subject to an advisory

shareholder vote at the forthcoming AGM

expected to take place in February 2026.

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 125 to 132 (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 REPORT

Fiona Rodford

Remuneration

Committee Chair

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REMUNERATION COMMITTEE REPORT CONTINUED

Performance and remuneration

in FY25

Performance outcomes are reflected in

the remuneration received by Executive

Directors based on financial and strategic

targets. The financial and strategic 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 Group

(continuing and discontinued operations

(including the Engineering Division to the

point of sale)) was £9.0m. For continuing

operations only, adjusted profit before

tax was £4.2m 67.0% ahead of the prior

year. Adjusted earnings per share for the

full Group was 8.9 pence. For continuing

operations only, adjusted earnings per share

increased 69.2% from 2.6 pence in FY24 to

4.4 pence.

Full-year performance was ahead of the

budget set by the Board. As a result an

annual bonus was payable in relation to

financial targets to David White (as CEO

for ten months of the financial year) and

to Joshua Hoopes (as CEO for two months

of the year) (see pages 115 to 117 for details).

Excellent progress was also made towards

achieving the strategic targets (see pages

115 to 117 for details) and in positioning the

business well for future growth. An annual

bonus was therefore payable to each of

David and to Joshua in relation to the

strategic targets.

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 2025. For details see pages 117

and 118.

The Committee is satisfied that the

Remuneration Policy operated as intended

in FY25, 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 FY25, are

contained within the Annual Report on

Remuneration which is set out on the

following pages.

Key matters considered in FY25

Committee changes

Former Remuneration Committee Chair,

Ian Wood, left the Board and the Board

Committees on 8 October 2024, having

stood down as Chair of the Remuneration

Committee from 31 July 2024. Shelagh

Hancock also stood down from the

Board and the Board Committees on

31 December 2024.

Executive Director changes

During FY25 there was a change of CEO.

Following completion of the disposal of

the majority of the Engineering Division

on 22 April 2025, David White stepped

down from the role of CEO of the Group

and left the Group on 30 June 2025. David’s

remuneration on departure was agreed by

the Committee, the details of which can

be found on page 120. Joshua Hoopes was

appointed CEO of the business with effect

from 1 July 2025, having previously been

CEO, Global Agriculture. The Committee,

having consulted with external advisers,

PricewaterhouseCoopers LLP (“PwC”),

agreed the remuneration arrangements for

Joshua as new CEO. Details can be found on

the pages which follow.

As reported in the FY23 and FY24 Annual

Report and Accounts, Martin Rowland

was appointed Executive Director of

Transformation with effect from 13

November 2023, having previously been a

member of the Board as a Non-Executive

Director since March 2023, Martin was

reappointed as a Non -Executive Director of

the Company on 13 November 2024. Details

of the remuneration arrangements for

Martin Rowland can be found on page 117.

Remuneration for senior management

(including the Company Secretary)

Paula Robertson became Group General

Counsel and Company Secretary on 1 April

2025 succeeding Justin Richards in the role.

The Committee agreed the remuneration

arrangements for Paula. In accordance with

the Committee Terms of Reference, the

Committee also approved the remuneration

arrangements for other members of Senior

Management, including the CFO who is

not a Board member. Details of Senior

Managers’ remuneration are not included in

this report.

Strategic progress

As detailed above, during FY25, the

Committee considered the remuneration

arrangements for the Executive Director

changes and remuneration for Senior

Managers as detailed above. Such changes

and appointments have helped support the

Group’s strategy.

FY25 was a pivotal year for the Group, with

the sale of the majority of the Engineering

Division, the return of £70m to shareholders

via a successful Tender Offer, and the launch

of a new, refocused strategy for sustainable

and profitable growth. The Committee

remains committed to ensuring that

the remuneration provided to Executive

Directors and the Senior Management

Team continues to be appropriate given

the changes. With this in mind, for FY26

financial targets for the annual bonus

will be based on adjusted earnings

before interest and tax (EBIT), which the

Committee has considered to be a more

appropriate measure for a growth business.

LTIP performance criteria will continue

to be based on the Company’s adjusted

earnings per share (EPS) and relative

total shareholder return (TSR). Since the

Company’s shares are a member of the

FTSE Small Cap Index, the Committee

has considered it appropriate to use

performance relative to this index (excluding

investment trusts and financial services

companies) as the basis for comparison.

Remuneration in FY26

Details of expected remuneration in FY26

can be found on page 125.

External advisers

During the year, external adviser PwC

was engaged to advise the Committee

on remuneration issues, most notably

in connection with the application of

the Directors’ Remuneration Policy

and preparation of the Directors’

Remuneration Report. 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 £45k

(exclusive of VAT).

1. Annual Statement from the Chair of the Remuneration Committee

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REMUNERATION COMMITTEE REPORT CONTINUED

PwC provides other services for 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 Remuneration

Committee was considered as part of the

Board’s internal effectiveness evaluation

described on pages 92 and 93.

Feedback from the evaluation confirmed

that the Committee operated effectively in

FY25 and fulfilled its responsibilities. Focus

for the Committee during FY26 will be on

assessing incentive and benefit packages

given the changes to the Group in FY25 and

the new refocused strategy as described

in the Strategic Report in this FY25 Annual

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 FY25.

The Directors’ Remuneration Policy can be

found on pages 125 to 132. (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

Directors’ 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.

The Remuneration Committee has also

approved the Remuneration Committee’s

Report for FY25.

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 109. Changes in

the composition of the Committee during

FY25 are detailed on page 110.

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 four scheduled

occasions during FY25. Details of attendance

can be found on page 87.

2. Annual report on remuneration

Report and Accounts, and on reviewing

the Directors’ Remuneration Policy

ahead of it being put to shareholders at

the 2027 AGM.

2025 AGM

At the AGM of the Company held on

14February 2025, the Annual Report on

Remuneration was approved with 96.89%

of votes being cast in favour. Full details

of the voting can be found at on our

website www.fevara.com.

2026 AGM

I hope that shareholders are able to

support the Remuneration Committee’s

Report at the forthcoming AGM expected

to be held in February 2026.

Fiona Rodford

Remuneration Committee Chair

9 December 2025

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REMUNERATION COMMITTEE REPORT CONTINUED

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.fevara.com. The key areas of activity over FY25 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.

The current 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 in July 2025

and determined that the Policy remained

appropriate and no changes were required

at that time.

Setting remuneration for FY25 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 FY25, the Committee:

• approved remuneration arrangements

for the new CEO for the business

(Joshua Hoopes);

• approved the remuneration

arrangements for Senior Management;

• approved remuneration payments to be

made to David White (former Group CEO)

in connection with his exit from

the Group; and

• approved the remuneration for

Martin Rowland who was re-elected as

a Non-Executive Director.

Setting targets for performance-related pay

schemes for FY25.

Performance-related targets (both financial

and strategic) for Executive Directors were

agreed in line with strategy (see pages 115

to 117 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 FY25 and ending FY27 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 then CEO, David White (see

page 119 for details) for the performance

period FY25-FY27.

Key responsibilities of the Committee Activities during the year

Determining the outcome of remuneration

awards for FY25, 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 115

to 117 for details).

Exercising the powers of the Board in relation

to any long-term incentive arrangements.

The Committee assessed the material

reduction both the scale of the Group and

in share capital as a result of the sale of the

majority of the Engineering Division, and

the Tender Offer to determine whether any

adjustment to award targets was necessary.

Details can be found on pages 117 and 118.

Exercising the powers of the Board in relation to

any employee share arrangements.

During FY25, SAYE options vested in respect

of the 2022 scheme. In addition, options

vested early in relation to employees

impacted by the sale of the majority of the

Engineering Division, and the closure of the

Animax site. No new options were granted

during FY25 due to timing of the above

mentioned corporate activities and the

Tender Offer.

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).

Engaging with stakeholders on matters within

its remit.

Engaging with shareholders as detailed on

page 97.

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.

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.fevara.com

Further information on each of the above activities is set out on the pages which follow.

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Application of the Directors’ Remuneration Policy during FY25

Directors in post during FY25

Dates of service contracts and appointment to the Board for all Directors in post during FY25 are given below:

Date of service contract/Letter of appointment

Date of latest renewal

of appointment

Date of first appointment

to the Board Date stood down

Executive Directors

Joshua Hoopes 4 June 2025 N/A 1 July 2025 N/A

David White

14 December 2022 (CFO) (as amended on 14 November 2023 (CEO)) N/A 21 February 2023 30 June 2025

Martin Rowland

13 November 2023 N/A 6 March 2023 12 November 2024

Non-Executive Directors

Tim Jones 29 November 2022 20 August 2025 21 February 2023 N/A

Stuart Lorimer 7 June 2022 20 August 2025 1 September 2022 N/A

Gillian Watson 3 October 2023 20 August 2025 9 October 2023 N/A

Fiona Rodford 12 February 2024 20 August 2025 20 February 2024 N/A

Martin Rowland

2 March 2023

13 November 2024 (reappointed)

20 August 2025 6 March 2023 N/A

Shelagh Hancock 8 June 2022 28 August 2024 1 September 2022 31 December 2024

Ian Wood 9 September 2015 28 August 2024 1 October 2015 8 October 2024

1 Reflecting appointment as CFO and appointment as CEO.

2 Reflecting appointment as Executive Director of Transformation in 2023 and reappointment as a Non-Executive Director on 13 November 2024.

3 See note 2 above.

REMUNERATION COMMITTEE REPORT CONTINUED

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REMUNERATION COMMITTEE REPORT CONTINUED

FY25 remuneration (audited information)

In this section we summarise the pay packages awarded to our Executive and Non-Executive Directors for performance in FY25 versus FY24. 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

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

Executive Directors

Joshua Hoopes

43 – 2 – 2 – 47 – 43 – – – 43 – 90 –

David White

265 290 12 11 11 12 288 313 252 80 – – 252 80 540 393

Martin Rowland

50 200 4 10 2 8 55 218 125 – – – 125 – 180 218

Peter Page

– 82 – – – 3 – 85 – – – – – – – 85

Non-Executive Directors

Tim Jones 104 100 – – – – 104 100 – – – – – – 104 100

Stuart Lorimer 47 45 – – – – 47 45 – – – – – – 47 45

Gillian Watson

47 40 – – – – 47 40 – – – – – – 47 40

Fiona Rodford

47 24 – – – – 47 24 – – – – – – 47 24

Martin Rowland

37 9 – – – – 37 9 – – – – – – 37 9

Shelagh Hancock

16 45 – – – – 16 45 – – – – – – 16 45

Ian Wood

8 45 – – – – 8 45 – – – – – – 8 45

John Worby

– 7 – – – – – 7 – – – – – – – 7

1 Figures for FY25 are reflective of two months’ service as CEO. Benefits include car allowance and private medical benefit. The value in relation to FY25 bonus includes 25% deferred in line with the Directors’ Remuneration

Policy, performance criteria having been assessed on award of the bonus.

2 Figures for FY25 are reflective of ten months’ service as CEO to 30 June 2025. Figure for FY25 salary excludes payments in lieu of notice, pay for unused holiday and redundancy payment. See page 120 for details. Figures for

FY24 reflect two and a half months’ service as CFO to 17 November 2023, and nine and a half months’ service as CEO from 17 November 2023. Benefits for FY24 and FY25 include car allowance and private medical benefit.

Pursuant to an RNS announcement on 30 January 2025, a correction was issued in relation to the stated bonus figure for FY24 (see www.fevara.com). The corrected amount is stated above and consequential changes

in the report have also been incorporated. The value in relation to FY24 bonus includes 25% deferred in line with the Directors’ Remuneration Policy, performance criteria having been assessed on award of the bonus. In

relation to the value for the FY25 bonus, in accordance with the Directors’ Remuneration Policy, no element of the bonus is deferred. See page 120 for details.

3 Figures for FY25 are reflective of service as Executive Director of Transformation to 13 November 2024. Figures for FY24 are reflective of service as Executive Director of Transformation from 13 November 2023. Benefits for

FY24 and FY25 include car allowance and private medical benefit. The value in the above in relation to FY25 bonus reflects the Committee’s previous published intention to evaluate performance of the Executive Director

of Transformation across the full tenure of the 12-month fixed contractual term. (See page 92 of the FY23 Annual Report and Accounts for details.)

4 Figures for FY24 reflect service as CEO to 17 November 2023. Figure for FY24 salary excludes payments in lieu of notice payment for loss of benefits during his notice period and unused holiday entitlement. (See page 106

of the FY24 Annual Report and Accounts for details).

5 Figures for FY24 are reflective of 11 months’ service.

6 Figures for FY24 are reflective of seven months’ service.

7 Figures for FY25 are reflective of service as Non-Executive Director from 13 November 2024. Figures for FY24 are reflective of service as Non-Executive Director to November 2023.

8 Figures for FY25 are reflective of four months’ service.

9 Figures for FY25 are reflective of two months’ service.

10 Figures for FY24 are reflective of two months’ service.

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FY25 annual bonus pay-out

The annual bonus is calculated using a combination of financial and strategic 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. For FY25 the

maximum annual bonus for the Executive Directors is 100% of salary.

CEO targets FY25 (David White)

Financial targets

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 (continuing and discontinued operations). 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.

David’s financial targets were set at the start of the financial year based on an assumed

disposal date for the Engineering Division with the Committee noting that the financial

targets would be subject to review as the sale of the Engineering Division progressed. The

Committee concluded that it continued to be appropriate for the financial targets to be

based on adjusted PBT for the continuing and discontinued operations as the full Group was

under the control of the CEO during the year.

REMUNERATION COMMITTEE REPORT CONTINUED

Performance Measure Target Attainment Commentary

Organisational design

structure for the Group

(assuming the sale of the

full Engineering Division)

• Create pathway (role and organisational changes) from current structure and

cost base to an Agriculture only structure.

• Agree milestones for leadership team and drive completion of critical tasks.

• Develop and implement a plan to deal with the transition through the delivery

of the disposal of the Engineering Division and into the new structure of the

business(es) including communications strategy, people, systems and financials.

87.5% Organisational structure agreed with Board and in place at the

end of the financial year.

Milestones agreed and progressed.

Strategy for transition post sale of the majority of the Engineering

Division has been executed.

Pension scheme buy-in • Complete transaction for pension scheme with Aviva, following finalisation of the

impact of the Barber window costs.

87.5% Buy-in transaction was completed in full in January 2025, with

escrow funding to support Barber window liabilities and flexible

apportionment arrangement completed in April 2025.

Engineering

Division proceeds

• Agree capital allocation and manage process and external communications

related to return of proceeds from the sale of the majority of the Engineering

Division to shareholders.

• Prepare investor relations plan including external communications and

strategy updates.

87.5% Capital was returned to shareholders by end of June 2025,

following completion of the sale of the Engineering Division on

22 April 2025. Investor relations plan agreed with Board.

Responsibility for executing

people strategy

• Establish communications strategy and timetable to continue embedding values

with colleagues.

• Ensure talent management programme outputs provided to Board six-monthly.

• Implement twice yearly employee representation sessions where Fiona Rodford,

(employee representative) and/or the Chair, have open-access sessions for all staff

(Microsoft Teams and in-person as diaries permit.

87.5% Communications plan progressed following “ideas workshops”

held in the previous financial year. Talent management (and wider

people updates) now form part of Board Agendas and with six-

monthly in-depth briefings provided by the CPO. Board-employee

engagement was also agreed with Fiona Rodford (as Employee

Engagement Representative) including visits to the Group’s UK

operational sites.

The Committee subsequently agreed that there would be an adjustment to reflect the

timing of the disposal of the majority of the Engineering Division on 22 April 2025. The

adjustment resulted in a negligible variation to the original targets set and therefore the

target levels continued to be challenging. The table below shows the adjusted targets

against which performance was agreed to be measured.

Measure (GBP ’000s) Threshold Target Maximum

Adjusted PBT 6,038 6,356 6,673

Bonus (% of base salary) 0 30 60

For FY25, adjusted profit before tax for the Group (continuing and discontinued operations)

was £9.0m. As this performance exceeded maximum performance, the full opportunity of

60% of salary is achieved (for the period of employment).

Strategic targets

Strategic targets, which accounted for 40% of the bonus in the year, are assessed

independently of financial performance and details of key strategic targets set for David by

the Committee together with the performance against those targets are provided below.

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115

Following the year end, the Committee considered outcomes against the strategic targets.

The table on the preceding page summarises the Committee’s assessment of performance

against the targets together with the resulting bonus assessed as payable for David White.

Overall, the Committee determined that it would award a bonus attributable to strategic

targets equal to 87.5% of the available opportunity (being 35% of the total available bonus

relating to strategic objectives).

The total annual bonus payable to David White was therefore 95% of salary or £302,328 pro-

rated to £251,940 to reflect ten months’ service in the financial year. In accordance with the

Directors’ Remuneration Policy, payment of an annual bonus to an Executive Director who

has ceased employment may be payable in cash and not subject to deferral. Therefore no

element of David’s bonus was deferred in the form of shares.

In addition to the above financial and strategic 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 such discretions were applied. Other than the specific matters noted

above, there were no other relevant ESG matters to be taken into account by the Committee

when determining performance outcomes.

CEO targets FY25 (Joshua Hoopes)

Joshua Hoopes was appointed as CEO for the business with effect from 1 July 2025, having

previously held the position of CEO, Global Agriculture. Given the short period of the financial

year for which Joshua was CEO for the business, the Remuneration Committee determined

that setting new targets for a two-month period would not be meaningful and therefore

chose to assess the final two months on the same basis as the previous ten months in his

former role.

REMUNERATION COMMITTEE REPORT CONTINUED

The Committee felt that this was appropriate given that the Agriculture Division essentially

formed the post-Engineering Group. Joshua’s targets and outcomes set at the start of FY25

prior to appointment as CEO are disclosed below to aid transparency. Due to commercial

sensitivity, FY26 targets will be disclosed retrospectively in next year’s report.

For the period 1 July 2025 to 31 August 2025, the maximum annual bonus was 100% of the

annual salary in-line with the bonus arrangements for recent CEOs of the business (with 25%

being deferred in accordance with the Group’s Deferred Bonus Share Plan for two years).

A weighting of 80% for financial targets and 20% for strategic targets was applied to the

targets for FY25.

Financial targets

The financial targets set at the start of FY25 when Joshua was CEO, Global Agriculture.

As such, Joshua’s targets related to the performance of the Agriculture Divisions, based

on adjusted EBIT, which was considered to be a more appropriate measure for a growth

business.

Measure (GBP ’000s) Threshold Target Maximum

Adjusted EBIT 4,858 5,114 5,369

Bonus (% of base salary) 0 40 80

For FY25, adjusted EBIT for the Agriculture Divisions was £6,336k. As this performance

exceeded maximum performance, the full opportunity as a percentage of salary is achieved.

Strategic targets

Following the year end, the Committee considered outcomes against the strategic targets

(which are assessed independently of financial performance) as detailed in the table below.

Performance Measure Target Attainment Commentary

Afgritech Complete closure of Afgritech, sale of property and repatriation/settlement of any

balances by end of February 2025.

100% Closure and disposal completed in October 2024. Wind down of

balance sheet and return of capital to the Company completed.

Animax Complete restructuring of Animax (in agreed form) and enact alternative approach

to production and sales.

100% Complex closure/supply continuity plan developed and

implemented on time at end June 2025.

Geographic expansion Consider opportunities for geographical expansion with plan in place by year end. 100% Full assessment of opportunity completed.

Personal development Complete actions agreed in personal development plan. 100% All actions completed in full and on time.

Sustainability • Lead on sustainability initiatives for Group aligned with the Agriculture strategy.

• Establish baseline for current activities (focus on environmental and societal).

• Consider opportunities to align product management/development roadmap

to sustainability.

100% ESG strategy and plan developed and implemented throughout

the continuing Group following Board review and approval.

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REMUNERATION COMMITTEE REPORT CONTINUED

The table summarises the Committee’s assessment of performance against the targets

together with the resulting bonus assessed as payable for Joshua Hoopes. Overall, the

Committee determined that it would award a bonus attributable to strategic targets equal

to 100% of the available opportunity (being 20% of the total available opportunity).

For the period during which Joshua was CEO (i.e. the two months from 1 July 2025 to 31

August 2025), the total bonus payable was therefore 100% of the pro-rated salary, or £43,333.

In accordance with the Directors’ Remuneration Policy, and in line with previous awards

made to Executive Directors in recent years, 25% (or £10,833) of the bonus payable as CEO

will be deferred in the form of shares for two years.

Executive Director of transformation targets FY25 (Martin Rowland)

Martin Rowland’s bonus was 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 was to

evaluate performance across his full tenure and accordingly pay a bonus which reflects the

period of working. The maximum bonus was 100% of the salary accrued over the 12-month

fixed contractual term.

The financial metrics agreed for Martin were based on the enterprise value of a disposal of

all or part of the Engineering Division where the enterprise value was defined as the gross

consideration (before fees and other deductions) received by the Company.

Measure (GBP)

Enterprise Value Less than £57m

(or no divestment)

Equal to or greater than: £57m

Bonus 0 Equal to half of one percent of the Enterprise

Value less base salary (being £250k)

The Enterprise Value of the entities disposed of as part of the divestment of the Engineering

Division was £75m, therefore the total bonus paid to Martin Rowland was £125,000. Martin’s

position as Executive Director of Transformation ended on 12 November 2024. In accordance

with the Directors’ Remuneration Policy payment of an annual bonus to an Executive

Director who has ceased employment may be payable in cash and not subject to deferral.

Therefore no element of Martin’s bonus was deferred in the form of shares.

In relation to the FY25 Annual Bonus Pay-Outs to Executive Directors, other than the

determinations outlined above, no discretion was exercised by the Committee.

Long Term Incentive Plan determinations

The awards made to Executive Directors in FY23 were 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 FY23, FY24 and FY25

(“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 between threshold and maximum targets once

the minimum threshold is achieved.

Growth in adjusted EPS was to be calculated from a base adjusted EPS of 10.0 pence. Growth

in TSR was to be measured by comparing the Company’s average TSR over each of the

three-month periods ending on: (i) the day before the start of the Performance Period; and

(ii) the final day of the Performance Period.

Details of the awards are in the table below:

Date of issue

: Participant Number of Ordinary Shares subject to the award

4 May 2023 David White

182,573

4 May 2023 Peter Page

438,347

1 Former CEO David White stood down from the Board and left the Group on 30 June 2025. As David’s role

as Group CEO was redundant, he was treated as a “good leaver” under the terms of the Group’s Long Term

Incentive Plan (LTIP).

2 Former CEO Peter Page stood down from the Board and left the Group on 17 November 2023. In relation

to LTIP awards, the Committee decided to extend “good leaver” status to Peter as part of the agreed terms

of his departure.

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117

REMUNERATION COMMITTEE REPORT CONTINUED

As a result of the completion of the sale of the majority of the Engineering Division for an

enterprise value of £75m and the subsequent completion of the Tender Offer returning

£70m of cash to shareholders which resulted in the cancellation of 45.4% of the issued share

capital of the Company, the Committee assessed whether this material reduction, in both

the scale of the Group and in share capital, necessitated any adjustment to award targets.

The impact of the disposal of the majority of the Engineering Division and subsequent

Tender Offer was:

a) To reduce Group EBIT by c.61% (based on FY25 full year budgets: full group EBIT £9.6m,

continuing operations EBIT £3.3m.)

b) To reduce share capital by c.45%, therefore:

c) To reduce earnings per share by 36% from c.10 pence per share (pps) to c.6.4pps

Given the scale of the reduction in earnings per share arising from the corporate actions

in FY25, it was therefore considered reasonable that EPS targets for the LTIPs in issue for

the Performance Period FY23 to FY25 be adjusted. As such the Committee determined

that when measuring attainment for the LTIP awards, the “Threshold” and “Maximum”

performance targets be calculated and then adjusted down by 36%.

Given that the return of capital by way of the Tender Offer is already taken into account in

the calculation of TSR and distortion (upwards or downwards) caused by the Tender Offer

would, by definition, be reflected within TSR for periods covering the Tender Offer, it was not

considered necessary to adjust TSR targets for the LTIP awards for the Performance Period

FY23 to FY25.

Accordingly:

Adjusted EPS (75% weighting)

Base Threshold

Threshold

Performance

Actual

Performance Awards Vest

Adjusted EPS 6.4pps 5% (average

annual growth

in adjusted EPS)

7.4pps 4.4pps No

TSR (25% weighting)

Threshold

Performance

Actual

Performance Awards Vest

TSR 7% (compound

annual growth

in TSR)

22.5% 15.0% No

The average EPS growth over the three-year period from the base adjusted EPS was below

the threshold target. TSR growth over the three-year period was below the threshold target

and accordingly, none of the shares under the LTIP awards for the performance period FY23

to FY25 will vest.

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

2025. Therefore no part of the vesting was linked to share price appreciation due to matters

not as a consequence of the operations of the Group, and no discretion was applied by the

Committee in respect of any windfall gains.

Total pension entitlements FY25 (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 11 0

Martin Rowland

67 0 2

Joshua Hoopes

67 2 0

1 David White stood down from the Board and left the Group on 30 June 2025. Figures are reflective of ten

months’ service.

2 Martin Rowland left the role of Executive Director of Transformation on 12 November 2024. Figures are

reflective of two and a half months’ service.

3 Joshua Hoopes was appointed CEO of the business on 1 July 2025. Figures are reflective of two months’

service.

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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REMUNERATION COMMITTEE REPORT CONTINUED

Long Term Incentive Plan awards granted during FY25 (audited)

Long-term awards were made to the Executive Directors during FY25 in line with the

Directors’ Remuneration Policy as follows:

Number of

Basis on which

the award

was made

Face value

of the award

Threshold

vesting

End of

performance

period

David White 254,592 100% £318,240 25% August 2027

Joshua

Hoopes

131,040 70% £163,800 25% August 2027

1 Awarded on 21 January 2025 using a share price of £1.25.

2 LTIP awarded prior to Executive Director appointment, however details are included for transparency.

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 FY25, FY26 and FY27 (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%

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).

The Committee shall continue to review long-term incentives and performance measures

during FY26 to ensure they are reflective of the Group’s strategic goals and revised structure.

All-employee share plans

The Executive Directors are also eligible to participate in the UK all-employee plans. The

Carr’s Group Sharesave Plan 2026 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 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

Joshua Hoopes (CEO) is an advisory board member of the UK-based charity Giving World,

a position carried out on a voluntary, unpaid basis.

Payments to past Directors (audited)

No payments to past Directors have been made during FY25.

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119

REMUNERATION COMMITTEE REPORT CONTINUED

Payments for loss of office (audited)

David White stood down from the Board and left the Group on 30 June 2025, receiving

contractually entitled payments as follows:

Salary, pension

and benefits

David was entitled to 12 months’ notice under the terms of his

service contract. He received a payment in lieu of notice of £265,200,

representing the period from the Leaving Date to the end of this notice

period, being 7 May 2026.

Variable

remuneration

David was eligible for a discretionary bonus for the financial year ending

31 August 2025, pro-rated for his service during FY25. This amounted to

£251,940. Details can be found on page 116.

Share incentives As David’s role as Group CEO was redundant, he is treated as a “Good

Leaver” under the terms of the Company’s Long Term Incentive

Plan (LTIP), and treatment of the awards will be in accordance with

the relevant LTIP rules (including malus and clawback provisions).

David’s LTIP awards will vest on the original vesting dates, subject

to achievement of the applicable performance metrics, following

completion of the relevant performance periods and subject to time

pro-rating based on the period served as a portion of the respective

vesting periods. Details of the final vesting levels will be set out in the

relevant Directors’ Remuneration report in the Company’s Annual

Report and Accounts. For awards with a performance period ending

31 August 2025, see page 117.

David was treated as a “Good Leaver” under the terms of the Company’s

Deferred Bonus Share Plan (DBSP) in relation to awards under

the granted in respect of FY23 and FY24 (total 20,785 shares). The

Remuneration Committee determined that both awards would vest

on the Leaving Date.

All Employee

SAYE Share

Schemes

David holds options granted under the Carr’s Group Sharesave Scheme.

As a “Good Leaver”, under the Sharesave Scheme Rules, the options can

be exercised within six months of the Leaving Date.

Other payments David received a statutory redundancy payment of £2,157 and unused

holiday pay of £3,672.

Other than the amounts disclosed above, no other remuneration payments or payments

for loss of office were due to David White. The Committee did not exercise any discretion in

relation to payments to David White for loss of office.

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

Joshua Hoopes 15,598

0 , 



0 0 9%

Non-Executive Directors

Tim Jones 169,523 N/A N/A N/A N/A N/A

Stuart Lorimer 2,184 N/A N/A N/A N/A N/A

Gillian Watson 21,071 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

* Based upon salary as at 31 August 2025 and the average share price over the three months of the year

ended 31 August 2025.

1 Shares held by Person Closely Associated with Joshua Hoopes (Spouse – Hayley Rasmussen Hoopes).

2 LTIPs awarded prior to Executive Director appointment, however details are included for transparency.

3 Martin Rowland is a representative of Harwood Capital Management Limited (“Harwood”). As at the date

of this report, Harwood holds an interest in 21.39% of the Company’s share capital.

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)

FY25 award

(3-year performance FY25, FY26,

FY27)

FY24 award

(3-year performance

FY24, FY25, FY26)

FY23 award (3-year

performance FY23, FY24,

FY25)

Joshua Hoopes

131,040 126,506 N/A

Former Executive Directors (prior three years)

FY25 award

(3-year performance

FY25, FY26, FY27)

FY24 award

(3-year performance

FY24, FY25, FY26)

FY23 award

(3-year performance

FY23, FY24, FY25)

David White

254,592 267,834 182,573

Martin Rowland 0 0 N/A

Peter Page

N/A N/A 438,347

1 LTIPs awarded prior to Executive Director appointment, however details are included for transparency.

2 Good Leaver status awarded.

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REMUNERATION COMMITTEE REPORT CONTINUED

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.

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

FY25

David White

FY25

Joshua

Hoopes

Single figure of total

remuneration 531 308 861 764 508 259 244 40 312 368 85 322 540 90

Annual variable element

(actual award versus

maximum opportunity) 55% 0% 100% 60.41% 15% 100% 0% N/A 0% 0% 0% 25% 95% 100%

Long-term incentive

(vesting versus

maximum opportunity) 37.45% 0% 100% 100% 51.64% N/A 0% N/A 0% 0% 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. Figure excludes £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 excludes payments in lieu of notice, payment for loss of benefits during his notice period and unused holiday entitlement. (See page 106 of the FY24 Annual Report and Accounts).

6 As CEO from 17 November 2023. Figures above represent tenure as CEO only.

7 As CEO to 30 June 2025. Figure excludes payments in lieu of notice, pay for unused holiday and redundancy payment. See page 120 for details.

8 As CEO from 1 July 2025. Figures above represent tenure as CEO only.

Ten-year historical TSR performance

220

200

180

160

140

120

100

Aug 15 Aug 16 Aug 17 Aug 18 Aug 19 Aug 20 Aug 21 Aug 22 Aug 23 Aug 24 Aug 25

Fevara plc (Carr’s Group plc) TSR

FTSE All Share TSR

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REMUNERATION COMMITTEE REPORT CONTINUED

Change in Directors’ remuneration

The table below shows the percentage change in the Directors’ remuneration between FY24 and FY25 compared to the other employees. Benefits include car allowance and private medical

benefit.

Base pay/fees Benefits Annual bonus

Current Directors*

Joshua Hoopes (CEO)

-15% -10% 240%

Tim Jones

4% N/A N/A

Stuart Lorimer

4% N/A N/A

Gillian Watson

4% N/A N/A

Fiona Rodford

4% N/A N/A

Martin Rowland

4% N/A N/A

Former Directors*

David White (CEO)

4% 4% 295%

Martin Rowland

N/A N/A N/A

Shelagh Hancock

4% N/A N/A

lan Wood

4% N/A N/A

Other UK employees

4% N/A 170%

* As at the date of this report.

1 When compared to previous CEO remuneration. Figures are on an annualised basis.

2 When compared to Chair remuneration in FY24.

3 When compared to NED remuneration in FY24.

4 When compared to CEO remuneration in FY24. Figures are on an annualised basis.

5 When compared to Executive Director of Transformation remuneration in FY24. Martin Rowland was appointed as the Executive Director of Transformation with salary and specific goals spanning two financial years. The

intention was to evaluate performance across his full tenure and accordingly pay a bonus which reflects the period of working. The maximum bonus was 100% of the salary accrued over the 12-month fixed contractual

term. See page 117 for details.

6 When compared to NED remuneration in FY24. Shelagh Hancock stood down from the Board on 31 December 2024. Figures are on an annualised basis.

7 When compared to NED remuneration in FY24. Ian Wood stood down from the Board on 8 October 2024. Figures are on an annualised basis.

8 UK Employee figures exclude employees of the sold Engineering companies as well as employees at the Animax manufacturing site which was closed in June 2025.

9 CEO bonus for FY24 is on an annualised basis reflecting the pro-rated element of the bonus attributable to nine and a half months’ service as CEO.

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.

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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

FY25 FY24 FY25 FY24 FY25 FY24 FY25 FY24

Total pay (£’000) 630 407 30 25 45 34 60 43

Pay ratio 21 16 14 12 10 9

* For FY24 the figure is for Peter Page (two and a half months) and David White (nine and a half months). For FY25 the figure is for David White (ten months) and Joshua Hoopes (two months).

For FY25 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 2025.

Gender pay gap

The Group’s gender pay gap reporting information was as follows for the snapshot period ending 5 April 2025, being the most recent data available and as such includes continuing and

discontinued operations providing a meaningful comparison to the prior year. For information on the Group’s approach to equal opportunities and diversity, please see our Sustainability and

impact review on pages 23 to 39, the Corporate governance report on page 86 and the Nomination Committee report on page 103.

Difference between men and women

Mean Median

FY25 FY24 FY23 FY25 FY24 FY23

Hourly pay 14% 24% 14% 14% 22% 17%

Bonus 22% 52% 22% -40% 52% 87%

Proportion of people awarded a bonus

FY25 FY24 FY23

Male 10% 3% 22%

Female 13% 6% 30%

Percentage of men/women in each pay quartile

Lowest Q2 Q3 Highest

FY25 FY24 FY23 FY25 FY24 FY23 FY25 FY24 FY23 FY25 FY24 FY23

Men 74% 66% 67% 71% 68% 72% 81% 82% 83% 83% 86% 82%

Women 26% 34% 33% 29% 32% 28% 19% 18% 17% 17% 14% 18%

REMUNERATION COMMITTEE REPORT CONTINUED

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123

Relative spend on pay

The table shows the relative importance of spend on pay compared to distributions to shareholders.

2025

£’000

2024 (restated)

£’000 % change

Employee costs

(excluding share-based payments) 17,420 17,060 2.1%

Dividends paid to shareholders 3,826 6,006 -36.3%

1 Continuing operations only.

Estimates of total future potential remuneration from FY25 pay packages

The tables below provide estimates of the potential future remuneration of each Executive Director based on the remuneration opportunity granted in FY25. 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 2025.

Benefits are valued using the figures in the total remuneration for the FY25 table,

adjusted for any new benefits or benefits that will not be provided during FY26.

Pensions are valued by applying the appropriate percentage to the base salary.

Base

£’000

Benefits

£’000

Pension

£’000

Total

£’000

Joshua

Hoopes 268 12 11 291

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 strategic 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

Joshua Hoopes (Chief Executive Officer)

2000 400 600 800 1,000 1,200

£960,000

Total

£826,000

£492,000

£291,000

30%

Maximum with 50%

share appreciation

Maximum

On Target

Fixed

28% 28% 14%

36%

59%

32% 32%

27% 14%

100%

REMUNERATION COMMITTEE REPORT CONTINUED

 Salary  Bonus  LTIP  Share price growth

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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. The policy (including any

proposed changes) is due to be put to shareholders at the AGM anticipated to be

held in early in 2027.

Illustrations of the application of the Directors’ Remuneration Policy, and the

application of the Directors’ Remuneration Policy during FY25 can be found on pages

98 to 124 (inclusive). Details of how the policy will be implemented in FY26 can be

found on page 125.

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 page 82.

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.

REMUNERATION COMMITTEE REPORT CONTINUED

3. Directors’ remuneration policy

Implementation of the

policy in FY26 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 strategic 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.

CEO (Joshua Hoopes)

An inflationary salary increase of 3% was

applied to the CEO salary for Joshua

Hoopes, effective 1 September 2025, which

is consistent with the broader UK workforce.

As such Joshua Hoopes’ salary is £267,800

plus benefits (car allowance and private

medical benefit).

80% of Joshua Hoopes’ annual bonus

potential will be based upon adjusted EBIT

for the Group. The move from adjusted PBT

to EBIT was considered by the Committee

a more appropriate measure for a growth

business. The remaining 20% of annual

bonus will be linked to strategic 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 Joshua Hoopes 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 detailed

below. For awards granted in FY26, the

TSR performance will be measured relative

to the FTSE Small Cap Index (excluding

investment trusts and financial services

companies).

Adjusted EPS (75% weighting)

Threshold Maximum

Target 10% average

annual growth

in adjusted EPS

15% average

annual growth in

adjusted EPS

Vesting 25% 100%

TSR (25% weighting)

Threshold Maximum

Target Median Average Upper

Quartile

Vesting 25% 100%

Non-Executive Directors

Fees to Non-Executive Directors for FY26 will

be as follows:

Position

Fees per

annum

(£)

increase

from FY25

Chair 106,852 3%

Non-Executive Director

(including Committee

Chairs and the SID) 47,985 3%

By order of the Board

Fiona Rodford

Remuneration Committee Chair

9 December 2025

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REMUNERATION COMMITTEE REPORT CONTINUED

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.

Remuneration Policy table

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REMUNERATION COMMITTEE REPORT CONTINUED

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.

Remuneration Policy table continued

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REMUNERATION COMMITTEE REPORT CONTINUED

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.

Remuneration Policy table continued

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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.

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.

REMUNERATION COMMITTEE REPORT CONTINUED

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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.

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.

REMUNERATION COMMITTEE REPORT CONTINUED

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Pay element Good leaver Other leaver

Annual bonus

– deferred into

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.

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 FY25 and it has been

determined that no changes are required for FY26. 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.

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REMUNERATION COMMITTEE REPORT CONTINUED

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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Introduction

The Directors present their report and

the audited accounts for the Group for

FY25. The Corporate governance report,

which can be found on pages 77 to 132

(inclusive), and details of the Board on

pages 80 and 81 also form part of this

Directors’ Report.

Paula Robertson

Company Secretary

Corporate Governance Statement

The content requirements of this FY25

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; and 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.

DIRECTORS’ REPORT

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DIRECTORS’ REPORT CONTINUED

Operations and performance

Activities and business overview

Fevara plc (previously known as 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 Warwick Mill Business Centre, Warwick Bridge, Carlisle,

Cumbria CA4 8RR. Details of subsidiary companies and joint ventures can be found in

Note 18 and Note 19 of the financial statements. The Group has no branches. The principal

activities and business overview of the Group, focusing on the Agriculture Division, are set

out within the Strategic report on pages 1 to 75 (inclusive).

Results and dividends

A review of the results can be found on pages 40 to 45 (inclusive).

The Group profit from continuing operations before taxation was £2.9m (FY24 loss from

continuing operations before taxation: £6.5m). After a taxation credit of £0.1m (FY24

continuing operations: taxation credit of £2.0m), the profit for FY25 from continuing

operations is £3.0m (FY24 loss from continuing operations: £4.5m).

Subject to approval at the forthcoming AGM of the Company, the final dividend will be paid

on 13 March 2026 to members on the register at the close of business on 23 January 2026.

Shares will become ex-dividend on 22 January 2026.

FY25 FY24

Aggregate interim dividends 1.2p 2.35p

Final dividend per share proposed 1.2p 2.85p

As detailed in the FY24 Annual Reports and Accounts, to reduce administrative costs and

bring the Company in line with the majority of the stock market participants, the Board

has 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 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. Reflecting the Group’s

renewed focus on growth, on 9 December 2025, the Board agreed to move towards a

progressive dividend policy, targeting cover of at least 2x. A copy of the updated Dividend

Policy can be found at www.fevara.com.

Post balance sheet events

Since the year end the Group has agreed to acquire Domino Industria E Comercio LTDA in

Brazil and entered into a new main banking facility. Further details can be found in Note 36

to the financial statements.

Shares and share capital

Share capital

The Company has a single class of share capital 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 14 February 2025, the Directors received authority from the

shareholders to:

• Allot shares – this gives Directors the authority to allot shares to maintain 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 2026, is limited to £779,099.80. This represented approximately 33% of the

nominal value of the issued share capital on 16 December 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 15 February 2026, 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 £118,045.42. This amount represented approximately 5% of the

Company’s issued share capital on 16 December 2024. The Directors may also allot shares

in connection with acquisitions or other capital development up to a further aggregate

nominal amount of £118,045.42, which represented approximately 5% of the Company’s

issued share capital on 16 December 2024. This authority will expire at the end of the next

AGM of the Company or 15 February 2026, 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. The Board took the decision not to request authority to buy its own shares at the

AGM held on 14February2025.

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DIRECTORS’ REPORT CONTINUED

Tender offer

On 21 May 2025, the Company announced that it would return up to £70m to shareholders

by way of a tender offer (the “Tender Offer”). Under the terms of the Tender Offer, qualifying

shareholders were invited to tender some or all of their Ordinary Shares at a price of 163

pence per Ordinary Share. Details of the Tender Offer can be found on page 99 and on the

Company’s website at www.fevara.com. Implementation of the Tender Offer required the

approval of the shareholders by special resolution at a general meeting of the Company.

At the General Meeting of the Company held at 10.00am on 18 June 2025, Directors

received authority from the shareholders to acquire the Company’s own shares in the

market for the purposes of the Tender Offer and in accordance with the arrangements set

out in the circular of the Company dated 21 May 2025. The maximum number of Ordinary

Shares which could be purchased under this authority was 42,944,785 Ordinary Shares,

representing approximately 45.4% of the Company’s issued share capital on 19 June 2025,

and the Ordinary Shares were to be purchased at a fixed price (exclusive of expenses) of

163 pence per Ordinary Share. This authority would expire at the end of the next Annual

General Meeting of the Company. Following the close of the Tender Offer at 1.00pm

on 19 June 2025, the Company announced that a total of 42,944,785 Ordinary Shares

would be purchased under the Tender Offer and subsequently cancelled. Following the

implementation of the Tender Offer and the cancellation of the 42,944,785 successfully

tendered Ordinary Shares, the total number of voting shares in the Company was 51,638,052.

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 voting rights or restrictions attached to any class of shares

in the Company (of which there are none), the holders of 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 2026, will be set out

in the Notice of AGM.

Subject to the provisions of the Companies Act 2006, the Company may, by ordinary

resolution, declare a dividend to be paid to its members, but no dividend shall exceed the

amount recommended by the Board. The Board may pay interim dividends, and 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 page 120), are as follows:

Directors in office as at the date of this report:

Ordinary Shares

At end FY25 At end FY24

Tim Jones Non-Executive Chair 125,485 148,206

Joshua Hoopes* CEO 15,598 28,566

Stuart Lorimer Non-Executive Director 2,184 4,000

Gillian Watson Non-Executive Director 21,071 37,254

Fiona Rodford Non-Executive Director 0 0

Martin Rowland Non-Executive Director 0 0

* Joshua Hoopes’ shares are held in the name of his wife, Hayley Rasmussen Hoopes.

All the above interests are beneficial. In the period from 31 August 2025 to the date of this

report, the following changes have occurred: Tim Jones purchased 44,038 Ordinary Shares,

and therefore as at the date of this report, holds an interest in 169,523 Ordinary Shares.

At the date of this report, Harwood Capital Management Limited (of whom Martin Rowland

is a representative), holds an interest in 21.39% of the Company’s share capital.

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135

DIRECTORS’ REPORT CONTINUED

Major shareholders

The Company has been informed of the following interests in the 51,769,579 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

(28 November 2025)

Shareholder Shares % ISC

Harwood Capital (London) 11,075,000 21.39

Heygate & Sons (UK) 6,732,607 13.00

Fidelity Investments (Boston) 4,266,888 8.24

Interactive Investor (Manchester) 2,419,422 4.67

Charles Stanley (London) 2,120,600 4.10

Hargreaves Lansdown Asset Mgt (Bristol) 1,861,311 3.60

Canaccord Genuity Wealth Mgt (Jersey) 1,110,454 2.15

Mr & Mrs Duff (UK) 957,957 1.85

Rathbone Investment Mgt (London) 927,989 1.79

James Sharp & Co (Bolton) 878,566 1.70

Total 32,350,794 62.49

Latest available data prior to end of FY25 (29 August 2025)

Shareholder Shares % ISC

Harwood Capital (London) 11,000,000 21.26

Heygate & Sons (UK) 6,732,607 13.01

Fidelity Investments (Boston) 4,266,888 8.25

Interactive Investor (Manchester) 2,446,689 4.73

Charles Stanley (London) 2,013,948 3.89

Hargreaves Lansdown Asset Mgt (Bristol) 1,826,594 3.53

Rathbone Investment Mgt (London) 1,140,476 2.20

Canaccord Genuity Wealth Mgt (Jersey) 1,107,190 2.14

James Sharp & Co (Bolton) 868,315 1.68

Mr & Mrs Duff (UK) 789,279 1.53

Total 32,191,986 62.21

Corporate Governance

Annual General Meeting

The AGM of the Company will be held in February 2026 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. On 21 May 2025, the Company announced that it was

seeking shareholder approval to adopt New Articles for the Company in substitution for,

and to the exclusion of, the Company’s existing Articles which were last updated in 2016.

The Board decided to utilise the General Meeting convened in relation to the Tender Offer

to also seek shareholder approval for the adoption of New Articles for the Company, thereby

enhancing cost efficiency. The General Meeting of the Company was held at 10.00am on

18 June 2025 and having received authority from the shareholders, the new Articles of

Association were adopted on 18 June 2025.

Directors

Details of the Directors of the Company, as at the date of this report, are shown on pages

80 and 81, and details of Directors who were in post during FY25 can be found in the

Nomination Committee Report on pages 100 to 103 (inclusive). Details relating to Director re-

election, Directors’ powers and Directors’ conflicts of interest can be found in the Corporate

governance report on pages 77 to 132 (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 and employee share scheme rules. 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 FY25, the Group contributed £10,630 (excludes sold Engineering entities)

(FY24: £13,370) in the UK for charitable purposes. There were no political donations during

the financial year (FY24: £nil).

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DIRECTORS’ REPORT CONTINUED

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 building a safe, people-first culture that empowers and

supports its employees. Further details on the Company’s employee-related policies

and commitments, as well as employee involvement can be found in the Sustainability

and impact review on pages 23 to 39 (inclusive) and the Non-financial and sustainability

information statement on pages 74 and 75 (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, inflation, future

long-term corporate bond yields, longevity of members and statutory requirements. The

Group continually reviews this risk and takes action to mitigate it 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. During the year the Trustees purchased an insured bulk annuity

policy from Aviva to reduce risk from the scheme. Details of the Group’s pension plans and

the buy-in policy are in Note 28 to the financial statements.

Environment

The Company’s report on sustainability and the environment, including its carbon footprint,

and approach to reducing greenhouse gas emissions (GHG) can be found on pages 72 and

73 (inclusive). The Company’s analysis of climate-related risks and opportunities and its

governance processes can be found in the TCFD report on pages 55 to 71 (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 2026.

More information about the external audit can be found in the Audit and Risk Committee

Report on pages 104 to 108 (inclusive).

Other information incorporated by reference

Other information relevant to this Directors’ Report, and which is incorporated by reference,

includes:

Subject Matter Location Page(s) (inclusive)

Financial risk management Principal risks and uncertainties 50 to 53

Corporate governance report 77 to 132

Audit and Risk Committee report 104 to 108

Exposure to price risk,

credit risk, liquidity

risk and cash flow risk

Notes to the financial statements

(Derivatives and other financial

instruments) (Note 27)

195 to 200

Going concern Principal Accounting Policies 160 to 167

Important events since

the financial year end

Notes to the financial statements

(Post balance sheet events) (Note 36)

214

Likely future developments

in the business

Strategic report 1 to 75

Research and development Strategic report 1 to 75

Employment of

disabled persons

Non-financial and sustainability

information statement

74 to 75

Stakeholder engagement Corporate governance report 77 to 137

s.172 Statement 94 to 99

SECR energy and

carbon reporting

SECR 72 to 73

Board diversity Nomination Committee report 100 to 103

Corporate governance report 77 to 137

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137

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) (inclusive)

(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 134

(14) Agreements with a controlling shareholder N/A

DIRECTORS’ REPORT CONTINUED

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DIRECTORS’ REPORT CONTINUED

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.

Directors’ responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors’ report

and the Financial Statements in accordance with applicable law and regulations.

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, provide 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 9 December 2025.

Paula Robertson

Company Secretary

9 December 2025

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139

Financial

statements

Financial statements

141 Independent Auditor’s report

152 Consolidated income statement

153 Consolidated statement

of comprehensive income

154 Consolidated and Company balancesheets

156 Consolidated statement of changesin equity

157 Company statement of changesinequity

158 Consolidated and Company statements of cash flows

160 Principal accounting policies

168 Notes to the financial statements

215 Five-year statement

218 Alternative performance measuresglossary

220 Directory of operations

221 Registered office and advisers

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INDEPENDENT AUDITOR’S REPORT

to the members of Fevara plc

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.

Our evaluation of the directors’ assessment of the group’s and the parent company’s ability

to continue to adopt the going concern basis of accounting included:

• Obtaining and assessing management’s paper containing their assessment of going

concern, including forecasts covering the period to 31 December 2026;

• Testing the mathematical accuracy of those forecasts, as approved by the Board. We

also tested the accuracy of management’s forecasting by a comparison of prior period

forecasts to actual data and assessed the forecasts prepared for consistency with other

areas of the audit;

• Utilising industry data and other external information to challenge the reasonableness of

management’s assumptions;

• Assessing compliance with financial covenants within the group’s facilities for the period

to 31 December 2026 and the available headroom to the group; and

• Assessing the reverse stress test performed by management, determining if the scenario

is plausible, and assessing the adequacy of the related disclosures within the Annual

Report and Accounts.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated

with the group’s and the parent company’s business model including the potential impacts

of macroeconomic uncertainties such as inflationary pressures. We assessed and challenged

the reasonableness of estimates made by the directors and the related disclosures and

analysed how those risks might affect the group’s and the parent company’s financial

resources or ability to continue operations over the going concern period.

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.

Our opinion on the financial statements is unmodified

We have audited the financial statements of Fevara plc (the ‘parent company’) and

its subsidiaries (the ‘group’) for the year ended 31 August 2025, 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 material

accounting policy information. 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 2025 and of the group’s profit 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.

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INDEPENDENT AUDITOR’S REPORT CONTINUED

to the members of Fevara plc

Our approach to the audit

Overview of our audit approach

Overall materiality:

Group: £914k, which represents 0.75% of the group’s total

revenue from continuing and discontinued operations.

Parent company: £477k, which represents 1% of the parent

company’s total assets.

• Key audit matters were identified as:

• Profit on sale of discontinued operations – Engineering

division (new in current year); and

• Risk of fraud in revenue recognition within the

Agriculture division (new in current year).

Our auditor’s report for the period ended 31 August 2024

included three key audit matters that have not been

reported as a key audit matter in our current year’s report.

1. The key audit matter relating to going concern has

been removed due to the Group obtaining new Group

banking facilities post year end, comprising £20m

committed facilities, together with significant headroom

in the future forecasted cash flow model;

2. The key audit matter relating to revenue recognition in

components in the Engineering division where revenue

is recognised over time (long term contracts) has been

removed due to the disposal of the relevant entities

during the year. While the area remains a significant

risk due to its association with disposal accounting, it is

not reported as a separate key audit matter in this year’s

audit report; and

3. The key audit matter related to the carrying value of

non-current assets, specifically concerning Animax Ltd

and the Chirton Engineering business. This is due to a

reduction in the complexity of the accounting estimates

and the level of management judgement required in

relation to these areas in the current year.

Materiality

Key audit

matters

Scoping

Overview of our audit approach continued

Our auditor’s report for the current year includes two

additional key audit matters that have not previously been

reported in past periods.

1. The key audit matter related to profit on sale of

discontinued operations – Engineering division, given

the significance of this transaction to the Group within

the year.

2. The key audit matter related to the risk of fraud in

revenue recognition within the Agriculture division.

Given that the group has significantly reduced in size in

recent years due to disposals, the remaining agriculture

revenue streams are now of more significance to the

group and therefore so is the significance of this risk.

The group auditor performed an audit of the parent

company financial statements, full-scope audit procedures

on the financial information of two components and

specified procedures on five components.

Component auditors performed full-scope audit

procedures on the financial information of three

components and specified procedures on three

components.

The group engagement team performed analytical

procedures on the financial information of the remaining

eleven components.

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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.

In the graph below, we have presented the key audit matters and significant risks relevant

to the audit. This is not a complete list of all risks identified by our audit.

Description

Disclosures

Audit response

Our results

KAM

Profit/(loss) from

discontinued

operations – Other

Fraud in revenue

recognition in components in

the Agriculture divisions

Pension Deficit

Carrying value of non-current

assets held for sale under IFRS 5

Key audit matter

Significant risk

Management

Override of Controls

Profit on sale of discontinued

operations – Engineering division

Going

Concern

Low Extent of management judgement

Low

High

Potential

financial

statement

impact

High

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Key Audit Matter – Group How our scope addressed the matter – Group

Profit on sale of discontinued operations – Engineering division

We identified the profit on disposal of discontinued operations as one of

the most significant assessed risks of material misstatement due to fraud

and error.

We have pinpointed the significant risk and key audit matter to the disposal

of the Engineering division which was a significant transaction for the Group.

The disposal of the Engineering division on 22 April 2025 gave rise to a

net profit on disposal after disposal costs of £17.0m (with pre-tax trading

results for the period of £4.0m). We therefore identified the profit on sale of

discontinued operations as a significant risk, specifically in relation to cut off.

This represents a significant risk because the disposal is material and non-

recurring in its nature.

Management’s judgment in determining the stage of completion for

revenue contracts directly impacts the amount of revenue recognised up to

the disposal date and, consequently, the profit on the sale of discontinued

operations. A significant portion of the Engineering division’s revenues are

recognised over time and are based on the stage of completion measure with

reference to either costs incurred as a proportion of total costs or delivery

towards complete satisfaction of performance obligations. Determining stage

of completion for revenue contracts is inherently complex and significant

management judgment is required.

In responding to the key audit matter, we performed the following audit procedures:

• updated our understanding of processes and controls in place related to disposals. We performed

walkthroughs to assess the design and implementation of these controls;

• obtained management’s calculation of the profit on disposal and considered whether it appropriately

reflected the terms of the associated sale and purchase agreement and the consideration received that

resulted from the transaction;

• confirmed the key terms and conditions to the disposal and associated agreements, and considered how

these are reflected by management in accordance with accounting standards;

• tested the mathematical accuracy by reperforming the calculations of the profit on disposal;

• tested associated transaction costs included in the disposal calculation on a sample basis to supporting

documentation;

• verified that the agreed consideration from the sale was received in the bank account;

• confirmed the net assets included in the disposal calculation related to the disposal entities and

appropriately reflected their net asset position at the disposal date, including consideration of related tax

matters (utilising a tax specialist);

• performed an audit of the entire component financial information for the selected engineering

components as part our procedures over the profit or loss up to the date of disposal and the disposal

balance sheet;

• performed specific audit procedures over the revenue recognition in components within the Engineering

division up to the date of disposal where revenue is recognised over time (long term contracts):

– 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’;

– 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; and

– obtained post disposal date 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 whether disclosures in the financial statement relating to the profit on the sale of discontinued

operations are appropriate.

Relevant disclosures in the Annual Report

• Financial statements: Note 9, principal accounting policies

(Basis of consolidation and Revenue recognition)

Our results

Based on our audit work, we did not identify any material misstatement relating to the profit on sale of

discontinued operations.

INDEPENDENT AUDITOR’S REPORT CONTINUED

to the members of Fevara plc

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Key Audit Matter – Group How our scope addressed the matter – Group

Risk of fraud in revenue recognition within the Agriculture division

We identified risk of fraud in revenue recognition as one of the most

significant assessed risks of material misstatement due to fraud.

The continuing group generated total revenue of £78.8m which is

recognised at a point in time.

Given that the group has significantly reduced in size in recent years due

to disposals, the remaining revenue streams are now more concentrated,

increasing the significance of this risk.

Under ISA (UK) 240 there is a presumed risk that revenue may be misstated

due to the improper recognition of revenue. Revenue recorded by the group

is also one of the key determinants of group profit before tax, which is the

primary financial Key Performance Indicator (KPI) for the group.

We pinpointed the significant risk to revenue impacting entries falling

outside of the expected transaction flow where we assess that there is an

increased risk that management may record fraudulent revenue transactions.

In responding to the key audit matter, we performed the following audit procedures:

• updated our understanding of processes and controls in place related to revenue recognition.

We performed walkthroughs to assess the design and implementation of these controls;

• assessed the accounting policies for consistency and appropriateness with the financial reporting

framework, including IFRS 15 ‘Revenue from Contracts with Customers’ for all significant revenue streams,

and in particular that revenue is only recognised as the group satisfies the related performance obligation

to the customer;

• tested a sample of revenue transactions, where income is recognised at a point in time, through

agreement to relevant supporting documentation, such as proof of delivery and cash receipt, to confirm

that revenue was only recognised once the performance obligation had been met;

• utilised data analytic procedures to interrogate and test the revenue populations, including analysing

revenue postings from inception to cash, and identifying any unexpected ledger postings, on which to

perform further testing through agreement to supporting documentation. We tested the operating

effectiveness of controls over the bank reconciliation process to support this testing; and

• tested a sample of sales around the period end and post year, including post year-end credit notes raised,

by agreeing the transaction to supporting documentation to gain assurance over the occurrence of the

transaction and to determine whether the revenue was recognised in the correct period.

Relevant disclosures in the Annual Report

Financial statements: Note 2 and 3, principal accounting policies

(revenue recognition)

Our results

Based on our audit work, we did not identify any material misstatement relating to the revenue recognition

within the Agriculture division.

INDEPENDENT AUDITOR’S REPORT CONTINUED

to the members of Fevara plc

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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 £914k (2024: £741k), which represents 0.75% of the group’s total revenue. £477k (2024: £340k), which represents 1% of the parent company’s

total assets.

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 is higher than the level that we determined

for the year ended 31 August 2024 to reflect the increase in the group’s

revenue.

In determining materiality, we made the following significant judgements:

Total assets are considered the most appropriate benchmark for the

parent company because the principal activity is that of a holding

company that does not trade.

For group audit purposes, we capped materiality at 50% of continuing

group materiality based on the component’s significant within the group,

as the materiality based on total assets was higher than continuing group

performance materiality.

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 £639k (2024: £518k), which is 70% (2024: 70%) of financial statement

materiality.

£334k (2024: £238k), which is 70% (2024: 70%) of financial statement

materiality. Parent company component performance materiality has

been capped at an amount less than group performance materiality for

group audit purposes.

The range of component performance materialities used across the group

was £206k to £455k.

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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 has 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 applied the same measurement % to demonstrate

the consistency of 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 has 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 applied the same measurement % to demonstrate

the consistency of 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:

• Component materiality capping for components within the continuing

group: £591k, which represents 0.75% of continuing revenues only;

• 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 £45k (2024: £37k), which represents 5% of financial statement materiality,

and misstatements below that threshold that, in our view, warrant

reporting on qualitative grounds.

£24k (2024: £17k), which represents 5% of financial statement materiality,

and misstatements below that threshold that, in our view, warrant

reporting on qualitative grounds.

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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

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,

their 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;

• 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 auditor performed an evaluation of identified components to assess the

components which would be in scope and to determine the planned audit response

based on whether we determined there to be a risk of material misstatement in the

subsidiary, or if the entity was considered to be financially significant to the group;

• the group auditor 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 auditor further considered any components not currently in scope to be

brought in to introduce unpredictability to the group audit.

Type of work to be performed on financial information of parent and other

components (including how it addressed the key audit matters)

• Of the group’s 25 components, we identified five which, in our view, required an audit

of their financial information using component materiality (full scope audit), due to

being assessed as having a risk of material misstatement to the group. As a result of

this, we performed an audit of the financial statements of the parent company and

of the financial information of one other component, Carrs Agriculture Limited, and

component auditors performed audits of the financial information of three components,

NuVision Engineering, Inc, Wälischmiller Engineering GmbH and Bendall’s Engineering

– a division of Carr’s Engineering Limited based on instructions issued by the Group

engagement team. These full scope audits included work on all of the identified key

audit matters described above relating to fraud in revenue recognition in components

in the Agriculture division and profit on sale of discontinued operations – Engineering

division, with NuVision Engineering, Inc, Wälischmiller Engineering GmbH and Bendall’s

Engineering being the most significant components disposed of within the division.

FSM

£914k,

0.75%

£639k

RoPM

£206k to

£455k

TfC

£45k

FSM

£477k,

£334k

TfC

£24k

Benchmark: Total Group Revenues £121,891k

Materiality: £914k (0.75%)

 Benchmark: Total Assets £47,707k

Materiality: £477k (1%)

FSM: Financial statement materiality, PM: Performance materiality, RoPM: Range of performance materiality

at five components, TfC: Threshold for communication to the audit committee

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• We identified three components to be financially significant; Animal Feed Supplements,

Inc., Animax Ltd and Chirton Engineering Limited. Animal Feed Supplements, Inc. was

subject to a full scope audit, using component materiality, performed by the group

auditors while specified audit procedures were performed on Animax Ltd by the group

auditor and Chirton Engineering Limited by the component auditors. Furthermore, five

components were incorporated to ensure that there was sufficient appropriate evidence

or unpredictability, on which specified procedures were performed either by the group

engagement team (for four components) or by component auditors (for one component).

• We performed analytical procedures at group level over the remaining twelve

components. These procedures, together with the additional procedures outlined

above, were designed to give us the audit evidence needed for our opinion on the group

financial statements as a whole. For the key audit matters identified, the work performed

was concurrent with the audit procedures including the audit of the Engineering division

and the assessment of significant judgements and estimates regarding the revenue

recognition, and the audit of Agriculture revenues and identifying and assessing the risk

of non-standard revenue transactions identified in our audit data analytics.

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 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 64% 80%

Specific scope audit 8 12% 10%

Full-scope and specific scope

procedures coverage 14 (2024: 14) 76% (2024: 75%) 90% (2024: 88%)

Analytical procedures 11 (2024: 13) 24% (2024: 25%) 10% (2024: 12%)

Total 25 (2024: 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 auditor 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 auditor also

held planning meetings with component auditors to discuss these instructions and

provide direction to the component auditor.

• During the fieldwork stage, the group auditor 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 auditor have sufficient appropriate audit evidence to support the group opinion.

• During the completion stage, the group auditor was in communication with the

component auditors to enquire of any subsequent events.

Changes in approach from previous period

• Key changes in the scope of the audit from the prior year is that Gold-Bar Feed

Supplements LLC was scoped in for specified audit procedures to gain coverage over

financial statement line items in order to give us the audit evidence needed for our

opinion on the group financial statements as a whole, Animax Ltd has been deemed to be

financially significant and was therefore scoped in for specific audit procedures and two

components which were subject to specific audit procedures in the prior year are now

only subject to analytical procedures.

• Unpredictability procedures have been performed at Chirton Engineering Limited as the

entity was only subject to analytical procedures in the previous period.

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.

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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 54;

• the directors’ explanation as to their assessment of the group’s prospects, the period this

assessment covers and why the period is appropriate as set out on page 54;

• 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 54;

• the directors’ statement on fair, balanced and understandable set out on page 139;

• the board’s confirmation that it has carried out a robust assessment of the emerging and

principal risks set out on page 50;

• the section of the annual report that describes the review of the effectiveness of risk

management and internal control systems set out on page 107 and 108; and

• the section describing the work of the audit committee set out on page 105 and 106.

Responsibilities of Directors

As explained more fully in the directors’ responsibilities statement set out on page 139,

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

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– 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 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;

• 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;

• 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 Audit Committee on 13 February 2025 to audit the financial

statements for the year ending 31 August 2025. Our total uninterrupted period of

engagement is four years, covering the period ended 3 September 2022 to the year ended

31 August 2025.

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.

Jonathan Maile FCA Bsc (Hons)

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Manchester

9 December 2025

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CONSOLIDATED INCOME STATEMENT

For the year ended 31 August 2025

			2024
		2025	(restated)
	Notes	£’000	£’000
Continuing operations
Revenue	2,3	78 , 83 4	75 ,7 01
Cost of sales		(6 1 , 74 6)	(6 1 ,4 3 4)
Gross profit		1 7, 0 8 8	14 , 26 7
Distribution costs		(1, 012)	(1 ,18 6)
Administrative expenses		(15 ,040)	(21, 2 50)
Share of post-tax results of joint ventures		1, 350	1 , 3 74
Adjusted 1 operating profit	2	3,6 68	2,1 6 8
Adjusting items	5	(1 , 282)	(8, 96 3)
Operating profit/(loss)	2,4	2 , 386	(6 ,7 9 5)
Finance income	7	1 ,013	1 ,01 3
Finance costs	7	(5 05)	(6 81)
Adjusted 1 profit before taxation	2	4 ,1 76	2, 500
Adjusting items	5	(1 , 282)	(8, 96 3)
Profit/(loss) before taxation	2	2 ,894	(6 ,4 6 3)
Taxation	8	133	1 , 9 74
Adjusted 1 profit for the year from continuing operations		3 ,821	2,46 1
Adjusting items	5	(79 4)	(6, 95 0)
Profit/(loss) for the year from continuing operations		3,02 7	(4 , 4 8 9)
Discontinued operations
Profit/(loss) for the year from discontinued
operations (including held for sale)	9	16, 906	(1 , 2 3 1)
Profit/(loss) for the year attributable to equity
shareholders		19, 933	(5 ,7 2 0)

		2025	2024
	Notes	£’000	£’000
Earnings/(loss) per Ordinary Share (pence)
Basic
Profit/(loss) from continuing operations	11	3.5	(4 . 8)
Profit/(loss) from discontinued operations	11	19.6	(1 . 3)
	11	2 3 .1	(6 .1)
Diluted
Profit/(loss) from continuing operations	11	3.5	(4 . 8)
Profit/(loss) from discontinued operations	11	19.4	(1 . 3)
	11	22 .9	(6 .1)

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 218 to 219.

During the year the Group has reviewed its policy on cost allocation in the income statement

to ensure all of its businesses classify costs on a consistent basis. The current year is the first

full year where the main continuing businesses are using the same ERP system, which has

facilitated alignment of cost allocation. Costs classified as distribution costs include non-

recoverable haulage costs and fixed costs of distribution such as vehicle and employee

related costs. As a result of this policy review, the prior year has been restated to reflect £3.2m

being reclassified from distribution costs to administrative expenses. There has been no

impact to profit.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 August 2025

			2024
		2025	(restated)
	Notes	£’000	£’000
Profit/(loss) for the year attributable to equity shareholders		19, 933	(5 ,7 2 0)
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 20)	(1 , 6 70)
Taxation credit on foreign exchange translation losses arising on translation of overseas subsidiaries		54	1 78
Items that will not be reclassified subsequently to profit or loss:
Actuarial losses on retirement benefit asset	28	(4,205)	(41 2)
Taxation credit on actuarial losses on retirement benefit asset	19	1 ,051	103
Other comprehensive expense for the year, net of tax		(3, 220)	(1 , 801)
Total comprehensive income/(expense) for the year		16,713	(7, 5 2 1)
Total comprehensive (expense)/income attributable to:
Continuing operations		(359)	(5 ,4 30)
Discontinued operations		1 7, 0 7 2	(2 ,0 91)
		16,713	(7, 5 2 1)

Total comprehensive (expense)/income attributable to discontinued operations includes net gains of £166 ,000 (2024: net losses of £860,000) in respect of foreign exchange translation

movements relating to overseas subsidiaries.

The comparatives have been restated to separately present tax within foreign exchange translation losses arising on translation of overseas subsidiaries.

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CONSOLIDATED AND COMPANY BALANCE SHEETS

As at 31 August 2025

(Company Number 00098221)

		Group		Company
		2025	2024	2025	2024
	Notes	£’000	£’000	£’000	£’000
Assets
Non-current assets
Goodwill	12	2 ,068	2,0 68	–	–
Other intangible assets	12	31	32	–	–
Property, plant and equipment	13	8,94 1	9,90 0	26	62
Right-of-use assets	14	853	656	128	164
Investment property	15	–	3 16	–	–
Investment in subsidiary undertakings	16,18	–	–	20,346	20,515
Interest in joint ventures	16,17	7, 1 0 1	6, 28 8	172	172
Other investments	16	21	26	–	–
Financial assets
– Non-current receivables	22	–	–	12,104	32,389
Retirement benefit asset	28	–	1,807	–	1,807
Deferred tax asset	19	2 ,428	208	2,984	721
		21,443	2 1, 3 01	35,760	55,830
Current assets
Inventories	20	12 , 298	12, 06 2	–	–
Trade and other receivables	22	10,64 4	10, 3 52	4,606	5,479
Current tax assets		6	7 12	–	130
Financial assets
– Restricted cash	23	4 , 573	–	4,573	–
– Cash and cash equivalents	24	7, 8 5 5	1 3 ,7 14	2,768	7,607
Assets included in disposal groups and other assets classified as held for sale	9	2 ,939	85,66 3	–	12,908
		38, 315	12 2, 5 03	11,947	26,124
Total assets		5 9,7 5 8	14 3 , 80 4	47,707	81,954

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CONSOLIDATED AND COMPANY BALANCE SHEETS CONTINUED

As at 31 August 2025

(Company Number 00098221)

		Group		Company
		2025	2024	2025	2024
	Notes	£’000	£’000	£’000	£’000
Liabilities
Current liabilities
Financial liabilities
– Borrowings	26	(1, 80 3)	(2 ,76 4)	(7,223)	(1,580)
– Leases	14	(18 3)	(267)	(42)	(49)
Trade and other payables	25	(1 1 , 74 1)	(1 0,7 0 7)	(4,116)	(3,381)
Current tax liabilities		(1 0)	–	(100)	–
Liabilities included in disposal groups classified as held for sale	9	(1 , 47 7)	(3 1 , 74 8)	–	–
		(15 , 2 14)	(45,486)	(11,481)	(5,010)
Non-current liabilities
Financial liabilities
– Borrowings	26	(3, 492)	(2 ,913)	(3,492)	(2,913)
– Leases	14	(75 9)	(4 4 8)	(92)	(118)
Retirement benefit obligation	28	(2, 896)	–	(2,896)	–
Deferred tax liabilities	19	–	(2 3)	–	–
		(7, 1 4 7)	(3 , 3 84)	(6,480)	(3,031)
Total liabilities		(22 , 36 1)	(48,87 0)	(17,961)	(8,041)
Net assets		37,397	94, 934	29,746	73,913
Shareholders’ equity
Share capital	29	1,2 93	2, 361	1,293	2,361
Share premium		11 ,18 9	10,94 5	11,189	10,945
Other reserves		2, 999	2,11 5	1,430	324
Retained earnings:
At the beginning of the year		79, 513	9 1 , 2 76	60,283	73,876
Profit/(loss) attributable to equity shareholders		19, 933	(5 ,7 2 0)	33,366	(7,354)
Other changes in retained earnings		(77 ,530)	(6 ,0 43)	(77,815)	(6,239)
		21,916	79, 5 13	15,834	60,283
Total shareholders’ equity		37,397	94, 934	29,746	73,913

The financial statements set out on pages 152 to 214 were approved by the Board on 9 December 2025 and signed on its behalf by:

Tim Jones Joshua Hoopes

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 August 2025

			Capital	Treasury	Equity	Foreign			Total
	Share	Share	Redemption	Share	Compensation	Exchange	Other	Retained	Shareholders’
	Capital	Premium	Reserve	Reserve	Reserve	Reserve	Reserve	Earnings	Equity
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
At 3 September 2023	2, 354	10,664	–	–	264	3 ,12 7	190	91 , 2 76	1 0 7, 8 7 5
Loss for the year	–	–	–	–	–	–	–	(5 ,7 2 0)	(5 ,7 2 0)
Other comprehensive expense	–	–	–	–	–	(1, 492)	–	(309)	(1 , 8 01)
Total comprehensive expense	–	–	–	–	–	(1, 492)	–	(6 ,02 9)	(7, 5 2 1)
Dividends paid	–	–	–	–	–	–	–	(6, 006)	(6,006)
Equity-settled share based payment transactions	–	–	–	–	358	–	–	–	358
Excess deferred taxation on share based payments	–	–	–	–	–	–	–	14	14
Allotment of shares	7	281	–	–	–	–	–	–	28 8
Purchase of own shares held in trust	–	–	–	(74)	–	–	–	–	(74)
Transfer	–	–	–	74	(29 8)	–	(3 4)	258	–
At 31 August 2024	2 ,36 1	10,945	–	–	324	1,635	156	79, 5 13	94 ,934
At 1 September 2024	2 , 361	10,945	–	–	32 4	1,6 35	156	79, 513	94 ,934
Profit for the year	–	–	–	–	–	–	–	19, 933	19, 933
Other comprehensive expense	–	–	–	–	–	(66)	–	(3,154)	(3, 220)
Total comprehensive (expense)/income	–	–	–	–	–	(66)	–	1 6 ,7 7 9	16,713
Dividends paid	–	–	–	–	–	–	–	(3,826)	(3,826)
Equity-settled share based payment transactions	–	–	–	–	188	–	–	–	188
Excess deferred taxation on share based payments	–	–	–	–	–	–	–	43	43
Allotment of shares	6	244	–	–	–	–	–	–	250
Own shares purchased for cancellation (Note 29)	(1 , 0 74)	–	1 , 0 74	–	–	–	–	(7 0,000)	(7 0,000)
Costs of own shares purchased for cancellation (Note 29)	–	–	–	–	–	–	–	(89 7)	(897)
Purchase of own shares held in trust	–	–	–	(8)	–	–	–	–	(8)
Transfer	–	–	–	8	(156)	–	(156)	304	–
At 31 August 2025	1 ,2 93	1 1,1 89	1 , 0 74	–	356	1 ,569	–	21, 916	37,397

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 £156,000 (2024: £298, 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. The

remaining revalued property was sold during the year.

Further details about the capital redemption reserve can be found in Note 29.

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COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 August 2025

Capital

£’000

Premium

£’000

Capital

Redemption

Reserve

£’000

Treasury

Reserve

£’000

Equity

Compensation

Reserve

£’000

Retained

Earnings

£’000

Total

Shareholders’

Equity

£’000

At 3 September 2023 2,354 10,664 – – 264 73,876 87,158

Loss for the year – – – – – (7,354) (7,354)

Other comprehensive expense – – – – – (309) (309)

Total comprehensive expense – – – – – (7,663) (7,663)

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

At 1 September 2024 2,361 10,945 – – 324 60,283 73,913

Profit for the year – – – – – 33,366 33 , 366

Other comprehensive expense – – – – – (3,154) (3,154)

Total comprehensive income – – – – – 30,212 30,212

Dividends paid – – – – – (3,826) (3,826)

Equity-settled share based payment transactions – – – – 60 – 60

Excess deferred taxation on share based payments – – – – – 42 42

Allotment of shares 6 244 – – – – 250

Own shares purchased for cancellation (Note 29) (1,074) – 1,074 – – (70,000) (70,000)

Costs of own shares purchased for cancellation (Note 29) – – – – – (897) (897)

Purchase of own shares held in trust – – – (8) – – (8)

Transfer – – – 8 (28) 20 –

At 31 August 2025 1,293 11,189 1,074 – 356 15,834 29,746

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 £28,000 (2024: £138,000) was transferred from the equity compensation reserve to retained earnings and £184,000 (2024: £160,000) was transferred from the

equity compensation reserve to investment in subsidiaries in respect of options vested in the year.

Further details about the capital redemption reserve can be found in Note 29.

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CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS

For the year ended 31 August 2025

		Group		Company
		2025	2024	2025	2024
	Notes	£’000	£’000	£’000	£’000
Cash flows from operating activities
Cash generated from/(used in) continuing operations	31	3,404	2 ,657	(9,032)	(6,013)
Interest received		866	734	1,809	2,177
Interest paid		(5 04)	(6 81)	(345)	(434)
Tax received		158	1, 5 39	377	2,696
Net cash generated from/(used in) operating activities in continuing operations		3, 924	4 , 249	(7,191)	(1, 574)
Net cash generated from operating activities in discontinued operations		3 ,7 9 6	3 ,19 4	–	–
Net cash generated from/(used in) operating activities		7, 7 2 0	7, 4 4 3	(7,191)	(1, 574)
Cash flows from investing activities
Sale of Engineering disposal group (net of cash disposed)		6 6 , 7 74	4,000	64,296	4,000
Dividends received from subsidiaries		–	–	1,870	–
New loans to subsidiaries		–	–	(348)	(1,271)
Repayment of loans to subsidiaries		–	–	8,131	425
Dividends received from joint ventures		482	916	–	802
Purchase of intangible assets		(6)	(9)	–	–
Proceeds from sale of property, plant and equipment		72	17	–	–
Purchase of property, plant and equipment		(1,257)	(1, 188)	(9)	(8)
Proceeds from sale of investment property		–	182	–	–
Proceeds from sale of non-current assets classified as held for sale		5,961	–	–	–
Cash invested in escrow account		(4 , 5 0 0)	–	(4,500)	–
Net cash generated from investing activities in continuing operations		67,526	3, 918	69,440	3,948
Net cash used in investing activities in discontinued operations		(7 13)	(3 , 5 26)	–	–
Net cash generated from investing activities		66 ,813	392	69,440	3,948

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CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS CONTINUED

For the year ended 31 August 2025

		Group		Company
		2025	2024	2025	2024
	Notes	£’000	£’000	£’000	£’000
Cash flows from financing activities
Proceeds from issue of Ordinary Share capital	29	250	288	250	288
Purchase of own shares held in trust		(8)	(74)	(8)	(74)
Purchase of own shares for cancellation	29	(70, 8 97)	–	(70,897)	–
New financing and drawdowns on RCF		7, 9 9 0	–	7,990	–
Repayment of RCF drawdowns		(7, 5 0 0)	(1 , 816)	(7,500)	(1,816)
Lease principal repayments		(2 8 4)	(32 2)	(44)	(61)
Repayment of borrowings		(98)	(8 6 3)	–	–
Receipt of loans from subsidiaries		–	–	7,000	–
Repayment of loans from subsidiaries		–	–	–	(518)
Dividends paid to shareholders	10	(3 ,826)	(6,006)	(3,826)	(6,006)
Net cash used in financing activities in continuing operations		(74 , 3 7 3)	(8 ,7 93)	(67,035)	(8,187)
Net cash used in financing activities in discontinued operations		(1 , 2 3 4)	(1,67 7)	–	–
Net cash used in financing activities		(75 , 60 7)	(1 0 ,47 0)	(67,035)	(8,187)
Net decrease in cash and cash equivalents		(1 , 0 74)	(2 ,6 35)	(4,786)	(5,813)
Cash and cash equivalents at beginning of the year		7, 9 3 0	10, 769	7,607	13,443
Exchange differences on cash and cash equivalents		4	(20 4)	(53)	(23)
Cash and cash equivalents at end of the year	24	6 ,860	7, 9 3 0	2,768	7,607
Cash and cash equivalents included in disposal group	24	(808)	3 ,1 14	–	–
Cash and cash equivalents for continuing operations	24	6 ,052	11,04 4	2,768	7,607

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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.

On 25 September 2025 the Company changed its name from Carr’s Group plc to Fevara plc.

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 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 2028 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 bank facilities for the period to the end of

December 2026 (“the going concern period”). The Group has operated within all its banking

covenants throughout the year. Since the year end the Group’s main banking facility is

provided by HSBC UK Bank PLC (Note 36). The committed facility is for £20m and is in place

until November 2028 with potential to extend by two further one-year periods.

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 2026. The forecasts consider the current cash position,

the availability of banking facilities and an assessment of the principal areas of risk and

uncertainty.

These forecasts have been sensitised on a combined basis for severe but plausible downside

scenarios. The scenarios tested included significant reductions in revenue and margins

together with the impact on cash outflows from funding potential acquisitions. 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 2026 and therefore have prepared the financial statements on a going

concern basis.

Basis of consolidation

The consolidated financial statements comprise Fevara plc and all its subsidiaries, together

with the Group’s share of the results of its joint ventures. The financial information of the

subsidiaries 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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PRINCIPAL ACCOUNTING POLICIES CONTINUED

Basis of consolidation continued

Joint ventures are entities over which the Group has joint control, established by contractual

agreement. Investments in joint ventures are accounted for using the equity method. The

Group’s share of its 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

joint ventures includes any goodwill arising on acquisition. If the Group’s share of losses in

a joint venture equals or exceeds its investment in the joint venture, the Group does not

recognise further losses, unless it has incurred obligations or made payments on behalf of

the 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.

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 businesses and Afgritech LLC are presented as discontinued operations

in the consolidated income statement, 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. 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 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 two Agriculture Divisions are recognised at a point in time when control has

passed to the customer, which can be either dispatch or delivery depending on the shipping

terms agreed with the customer.

Revenues generated by the Group’s Engineering Division

(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.

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.

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Revenue recognition continued

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.

Reusable packaging

The US Agriculture business sells certain products in reusable steel drums. Where drums

are returned in good condition, the business repurchases them at the amount originally

charged to the customer, which typically reflects current market value. The product and

drum are sold together under the same terms and conditions.

In line with IFRS 15, the sale of steel drums is treated as a sale with a right of return.

Revenue and cost of sales are recognised only on the proportion of drums not expected

to be returned, based on historical return rates. For drums expected to be returned, the

Group recognises a refund liability within other payables for the expected repayment and a

corresponding return asset, which is assessed for impairment to reflect expected scrappage.

Returned drums that meet reuse criteria are recorded as inventory at the repurchase value;

drums that are not suitable for reuse are expensed to cost of sales.

Retirement benefit obligation/asset

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 obligation/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 obligations

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 obligation/asset continued

Carr’s Group Pension Scheme 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 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, the consolidated and Company balance sheet recognised the full surplus on

the Carr’s Group defined benefit pension scheme. The Company did not intend to recover

the surplus through a refund. At 31 August 2025 the balance sheet includes a deficit of £2.9m

together with a restricted cash asset of £4.6m (Note 23) for funds to cover the liabilities.

These are not permitted to be offset on the face of the balance sheet.

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 UK/Europe Agriculture and US Agriculture.

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 cash-generating units (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.

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.

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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.

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.

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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.

Where cash balances are restricted because of a third party’s consent being required to

access the cash, these balances are not included as cash and cash equivalents on the face

of the balance sheet and are instead shown as a separate asset. These balances are also

excluded from cash and cash equivalents for the purposes of the statement of cash flows.

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.

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.

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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. In respect of the parent Company, the tax

credit includes tax losses surrendered to UK subsidiaries. The subsidiaries pay for losses

surrendered by the parent Company at the prevailing UK tax rate. Balances due from

subsidiaries at the year end are included in amounts owed by Group undertakings within

trade and other receivables.

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.

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.

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New standards and interpretations

From 1 September 2024 the following became effective and were adopted by the Group and

Company:

• 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)

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 21 – Lack of Exchangeability (effective 1 January 2025)

• Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial

Instruments (effective 1 January 2026)

• Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity

(effective 1 January 2026)

• Annual Improvements to IFRS Accounting Standards (Volume 11) (effective 1 January 2026)

• IFRS 18 – Presentation and Disclosure in Financial Statements (effective 1 January 2027)

• IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)

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. IFRS 18 will affect the presentation of

the consolidated income statement and the disclosures required in the notes to the financial

statements.

Certain of the Group’s subsidiaries already prepare their statutory financial statements under

FRS 101 and therefore it is not expected that IFRS 19 will have any impact on the Group.

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 Chirton Engineering business the Group continued to apply IFRS 5 ‘Non-

current assets held for sale and discontinued operations’. Although this business has been

classified as held for sale for a period in excess of one year this is due to circumstances

beyond the control of the Group. The business continues to be marketed for sale and has

received interest from a number of parties.

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 group still

qualifies for treatment as an asset held for sale and whether other non-current assets meet

the criteria for classification as held for sale. The assets and liabilities of the disposal group

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. 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 deficit at 31 August 2025 is £2.9m (2024: surplus of £1.8m). More

information on the pension scheme is given in Note 28. Further details of the escrow bank

account to fund scheme expenses and liabilities can be found in Note 23.

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 or prior year. The carrying

value of goodwill at 31 August 2025 is £2.1m (2024: £2.1m).

For continuing operations an impairment of £nil (2024: £0.2m) has been recognised against

the carrying value of other intangible assets, £11k (2024: £1.9m) has been recognised against

the carrying value of property, plant and equipment and £21k (2024: £0.1m) 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 Notes 12, 13 and 14.

For discontinued operations and assets held for sale the total impairment and loss on fair

value measurement less costs to sell recognised is £3.1m (2024: £5.9m). Further details can

be found in Note 5.

PRINCIPAL ACCOUNTING POLICIES CONTINUED

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1 Company results

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 income for the year dealt with in the accounts of the Company

was £30,212,000 (2024 total comprehensive expense: £7,663,000) of which £33,366,000 (2024

loss after tax: £7,354,000) relates to profit 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 reviewed following the strategic restructuring of the Group. This has resulted in the

previously reported segment of Agriculture being separated into UK/Europe Agriculture and

US Agriculture. Comparative information has been restated to reflect this. The previously

reported operating segment of Engineering was classified as a disposal group at the

prior year end and is disclosed as a discontinued operation in both years in the following

segmental reporting tables. 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.

Both Agriculture segments derive revenue from the sale of animal feed blocks. UK/Europe

Agriculture also derives revenue from other 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.

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.

NOTES TO THE FINANCIAL STATEMENTS

The segmental information for the year ended 31 August 2025 is as follows:

	UK/Europe	US		Continuing	Discontinued
	Agriculture	Agriculture	Central	Group	operations
	£’000	£’000	£’000	£’000	£’000
Revenue from external
customers 3	41,391	37,443	–	78,834	43,553
Adjusted 1 EBITDA 2	2,760	3,323	(2,586)	3,497	5,400
Depreciation, amortisation
and profit/(loss) on disposal
of non-current assets	(588)	(509)	(82)	(1,179)	–
Share of post-tax results of joint ventures	662	688	–	1,350	–
Adjusted 1 operating
profit/(loss)	2,834	3,502	(2,668)	3,668	5,400
Adjusting items (Note 5)	(1,430)	(270)	418	(1,282)	12,607
Operating profit/(loss)	1,404	3,232	(2,250)	2,386	18,007
Finance income				1,013	86
Finance costs				(505)	(626)
Adjusted 1 profit before taxation				4,176	4,860
Adjusting items (Note 5)				(1,282)	12,607
Profit before taxation				2,894	17,467
Taxation of discontinued
operations					(561)
Profit for the year from discontinued operations
(Note 9)					16,906

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.

3 There were no inter-segment revenues in the year ended 31 August 2025.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

2 Segmental information continued

Assets and liabilities

	UK/Europe	US		Continuing	Discontinued	Total
	Agriculture	Agriculture	Central	Group	operations	Group
	£’000	£’000	£’000	£’000	£’000	£’000
Gross assets	24,756	19,066	14,459	58,281	1,477	59,758
Gross liabilities	(6,836)	(4,194)	(9,854)	(20,884)	(1,477)	(22,361)
Intangible asset additions (Note 12)	–	5	–	5	49	54
Property, plant and equipment additions (Note 13)	182	1,097	9	1,288	1,264	2,552
Right-of-use asset additions (Note 14)	95	–	40	135	733	868

The restated segmental information for the year ended 31 August 2024 is as follows.

Prior year disclosures have been restated to aid comparability with the segmental information presented for the current year following the separation of the Agriculture reportable segment

into UK/Europe Agriculture and US Agriculture.

	UK/Europe	US		Continuing	Discontinued
	Agriculture	Agriculture	Central	Group	operations
Restated	£’000	£’000	£’000	£’000	£’000
Total segment revenue	38,173	37, 528	–	75,701	72,320
Inter-segment revenue	–	–	–	–	(2)
Revenue from external customers	38,173	37, 528	–	75,701	72,318
Adjusted 1 EBITDA 2	2,103	3,217	(2,868)	2,452	9,298
Depreciation, amortisation and profit/(loss) on disposal of non-current assets	(955)	(548)	(155)	(1,658)	(2,599)
Share of post-tax results of joint ventures	552	822	–	1, 374	–
Adjusted 1 operating profit/(loss)	1,700	3,491	(3,023)	2,168	6,699
Adjusting items (Note 5)	(2,710)	(1,778)	(4,475)	(8,963)	(5,663)
Operating (loss)/profit	(1,010)	1,713	(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 (restated)

	UK/Europe	US		Continuing	Discontinued	Total
	Agriculture	Agriculture	Central	Group	operations	Group
	£’000	£’000	£’000	£’000	£’000	£’000
Gross assets	24,210	20,790	17,143	62,143	81,661	143,804
Gross liabilities	(7,492)	(3,968)	(5,662)	(17,122)	(31,748)	(48,870)
Intangible asset additions (Note 12)	–	8	–	8	547	555
Property, plant and equipment additions (Note 13)	538	615	8	1,161	2,989	4,150
Right-of-use asset additions (Note 14)	102	–	167	269	3,199	3,468

Goodwill and other intangible assets impairment

The Group has recognised an impairment of £11k (2024: £1.9m) against property, plant and equipment and £21k (2024: £0.1m) against right-of-use assets in respect of the UK/Europe

Agriculture reportable segment. Further details can be found in Notes 13 and 14.

In the prior year the Group recognised an impairment of £0.2m against other intangible assets in respect of the UK/Europe Agriculture reportable segment. Further details can be found in

Note 12.

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 in the

previous tables.

Revenues from external customers by origin:

	2025			2024
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
UK	35,471	27,190	32,032	35,490
USA	37,443	5,472	37, 529	19,946
Germany	–	10,891	–	16,882
Republic of Ireland	5,047	–	4,366	–
New Zealand	873	–	1,774	–
	78,834	43,553	75,701	72,318

Following the implementation of the strategic distribution partnership with Seales Winslow in New Zealand, sales into that territory have originated through the UK business and not

through Carr’s Supplements (NZ) Ltd which was closed during the year.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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2 Segmental information continued

Non-current assets

			2025						2024
	UK	USA	Germany	Republic of Ireland	Total	UK	USA	Germany	Republic of Ireland	New Zealand	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Goodwill	2,068	–	–	–	2,068	2,068	–	–	–	–	2,068
Other intangible assets	–	31	–	–	31	–	32	–	–	–	32
Property, plant and equipment	2,730	6,211	–	–	8,941	4,089	5,750	–	–	61	9,900
Right-of-use assets	837	–	–	16	853	643	–	–	13	–	656
Investment property	–	–	–	–	–	316	–	–	–	–	316
Interest in joint ventures	50	4,445	2,606	–	7,101	52	4,372	1,864	–	–	6,288
Other investments	5	16	–	–	21	5	21	–	–	–	26
	5,690	10,703	2,606	16	19,015	7,173	10,175	1,864	13	61	19,286

Major customers

Included within Group revenue from continuing operations is £17.2m (2024: £15.3m) in respect of a customer of the US Agriculture segment. This revenue accounts for more than 10% of the

continuing Group revenue in both years presented.

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.

	2025		2024
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
Timing of revenue recognition	£’000	£’000	£’000	£’000
Over time	–	22,659	–	39,249
At a point in time	78,834	20,894	75,701	33,069
	78,834	43,553	75,701	72,318

Transaction price allocated to the remaining performance obligations

As at 31 August 2025:

			2028
	2026	2027	onwards	Total
Chirton Engineering business	£’000	£’000	£’000	£’000
Total transaction price
allocated to the remaining
performance obligations	2,496	–	–	2,496

As at 31 August 2024:

			2027
	2025	2026	onwards	Total
Total Engineering Division	£’000	£’000	£’000	£’000
Total transaction price
allocated to the remaining
performance obligations	37,956	8,145	7,523	53,624

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 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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4 Operating profit/(loss)

	2025		2024
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Group operating profit/(loss) is stated after (crediting)/charging:
Amortisation of grants	–	(2)	–	(16)
Loss/(profit) on disposal of property, plant and equipment	29	(1)	9	1
(Profit)/loss on disposal of right-of-use leases	(11)	2	(13)	–
Profit on disposal of investment property	–	–	(154)	–
Depreciation of property, plant and equipment	885	–	1,264	1,567
Depreciation of right-of-use assets	268	–	327	984
Depreciation of owned investment property	2	–	67	–
Amortisation of intangible assets	6	–	93	493
Amounts written off goodwill	–	–	19	–
Goodwill and other intangible assets impairment	–	–	210	–
Impairment of property, plant and equipment	11	–	1,906	–
Impairment of right-of-use assets	21	–	63	–
Foreign exchange losses	18	90	59	21
Derivative financial instruments gains	–	–	–	(4)
Research and development expense	112	382	116	810
Auditors’ remuneration:
Audit services (Company £25,000; 2024: £25,000)	100	–	125	–
The auditing of accounts of subsidiaries of the Company pursuant to legislation (including overseas)	358	540	459	475
Total audit services	458	540	584	475
Included within Group operating profit/(loss) is the following in respect
of investment property leased to, and occupied by, external parties:
Rental income	(130)	–	(430)	–
Operating expenses	38	–	352	–
	(92)	–	(78)	–

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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.

	2025		2024
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Amortisation of acquired intangible assets (i)	–	–	89	446
M&A activity costs (ii)	370	–	–	–
Restructuring/closure costs (iii)	2,407	554	2,132	–
Profit on disposal of disposal group and non-current assets previously classified as held for sale (iv)	(2,834)	(16,246)	–	–
Loss on fair value measurement less costs to sell and impairment of disposal group assets (iv)	–	3,085	720	5,217
Non-recurring costs incurred centrally that related to the Engineering Division and transaction (iv)	587	–	–	–
Cloud configuration and customisation costs (v)	73	–	813	–
Costs related to pension scheme buy-in (vi)	414	–	284	–
Pension past service costs (vii)	–	–	2,900	–
Profit on disposal of investment property (viii)	–	–	(154)	–
Goodwill and other intangible assets impairment (ix)	–	–	210	–
Property, plant and equipment and right-of-use assets impairment (ix)	32	–	1,969	–
Legal dispute and rent arrears (x)	233	–	–	–
Included in profit/(loss) before taxation	1,282	(12,607)	8,963	5,663
Taxation effect of the above adjusting items	(488)	(433)	(2,013)	(211)
Included in profit/(loss) for the year	794	(13,040)	6,950	5,452

(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) M&A activity includes costs incurred in the process of seeking potential acquisition opportunities.

(iii) Restructuring/closure costs in respect of continuing operations in both years include costs incurred in

relation to the restructure of the Agriculture Divisions and Group functions. In respect of discontinued

operations this includes costs associated with the closure of Afgritech LLC.

(iv) In respect of continuing operations, the current year profit of £2.8m relates to assets previously classified

as held for sale at the prior year end which were sold in the current year. In the prior year the carrying value

of those assets classified as held for sale and subsequently sold in FY25 exceeded the fair value less cost

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.

Also in respect of continuing operations are costs of £0.6m within central costs that relate to the

Engineering Division which are non-recurring and have therefore been treated as an adjusting item.

In respect of discontinued operations, the current year includes the profit on disposal of the Engineering

businesses, excluding the Chirton business, of £16.2m together with costs of disposal of £0.3m related to

the remaining Chirton Engineering business and a further impairment of £2.8m against the assets of the

Chirton Engineering business.

At year ended 31 August 2024 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 resulted in a combined loss of £5,217,000.

(v) 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.

(vi) Costs incurred in both years relate to the process of the Trustees of the Carr’s Group Pension Scheme

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. During the current year a buy-in arrangement was

entered into with Aviva. Costs continue to be incurred in respect of the data cleanse process following the

initial premium payment to Aviva.

(vii) Pension past service costs in the prior year related to a Barber Window equalisation adjustment.

(viii) During the prior year the Group disposed of a property it leased to a third party. As this did not relate to the

underlying profitability of the Group it was included as an adjusting item.

(ix) Impairment of other intangible assets, property, plant and equipment and right-of-use assets in respect of

the Animax Ltd cash-generating unit.

(x) Includes £75,000 in respect of a legal dispute together with £158,000 in respect of rent arrears notified

during the year in respect of a UK Agriculture site. Neither are considered to be related to the underlying

profitability of the Group.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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6 Staff costs

The tables below include Executive and Non-Executive Directors.

		2024
	2025	(restated)
	£’000	£’000
Wages and salaries	30,897	33,813
Social security costs	3,203	3,633
Pension costs	1,625	1,582
Staff costs before share based payments	35,725	39,028
Share based payments	243	358
	35,968	39,386

Current year wages and salaries excludes £271,000 in respect of amounts for compensation

for loss of office.

The prior year amount for wages and salaries in the table above has been increased by

£795,000 to include healthcare insurance costs within the US Agriculture business. These

costs were included in the operating loss from continuing operations but were not classified

as wages and salaries in the disclosure. In addition the prior year has been reduced by

£305,000 in respect of amounts removed relating to payments associated with loss of office

in respect of Directors which should be excluded from wages and salaries.

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 £572,000 (2024: £477,000) has been recognised in respect of administrative expenses of

which £414,000 (2024: £284,000) has been included as an adjusting item (Note 5). In addition

a charge of £nil (2024: £2,900,000) 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:

	2025	2024
	Number	Number
Sales, office and management	194	269
Manufacture and distribution	317	375
	511	644

Key management of the Group and the parent Company are considered to be the Directors.

In addition, prior to his appointment as Director, Joshua Hoopes in his role as Agriculture

CEO is considered to also be key management personnel.

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
	2025	(restated)
	£’000	£’000
Aggregate Directors’ remuneration 1	1,102	988
Aggregate social security costs	194	184
Aggregate pension contributions 2	15	23
	1,311	1,195

1 Salary, fees, bonuses, 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

two (2024: one).

Further details of the Directors’ emoluments, pension benefits and share options are given

in the Remuneration Committee Report on pages 109 to 132.

7 Finance income and finance costs

	2025		2024
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Finance income
Bank interest	827	86	651	96
Net interest on the net defined
benefit retirement asset (Note 28)	74	–	280	–
Other interest	39	–	82	6
Dividends received	73	–	–	–
Total finance income	1,013	86	1,013	102
Finance costs
Interest payable on bank
overdrafts	(131)	(314)	(223)	(447)
Interest payable on bank
loans and other borrowings	(284)	(4)	(425)	(26)
Interest payable on leases	(39)	(276)	(33)	(229)
Other interest	(51)	(32)	–	(63)
Total finance costs	(505)	(626)	(681)	(765)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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8 Taxation

(a) Analysis of the (credit)/charge in the year

		2025		2024
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Current tax:
UK corporation tax
Current year	28	(29)	(288)	263
Adjustment in respect of prior years	256	(214)	(71)	30
Foreign tax
Current year	486	243	397	1,028
Adjustment in respect of prior years	–	(35)	11	(13)
Group current tax	770	(35)	49	1,308
Deferred tax:
Origination and reversal of timing
differences
Current year	(626)	635	(2,083)	384
Adjustment in respect of prior years	(277)	(39)	60	(88)
Group deferred tax (Note 19)	(903)	596	(2,023)	296
Tax (credit)/charge for the year	(133)	561	(1,974)	1,604

Deferred tax recognised in equity is disclosed in Note 19.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(b) Factors affecting tax (credit)/charge for the year

The tax assessed for the year from continuing operations is lower (2024: lower) than the rate

of corporation tax in the UK of 25.0% (2024: 25.0%). The differences are explained below:

		2025		2024
	Continuing	Discontinued	Continuing	Discontinued
	operations	operations	operations	operations
	£’000	£’000	£’000	£’000
Profit/(loss) before taxation	2,894	17,467	(6,463)	373
Tax at 25.0% (2024: 25.0%)	724	4,367	(1,616)	93
Effects of:
Tax effect of share of results of joint
ventures	(338)	–	(344)	–
Tax effect of expenses that are not allowable in determining
taxable profit	122	801	270	1,368
Tax effect of non-taxable income	(650)	(4,548)	(362)	(81)
Effects of different tax rates
of foreign subsidiaries	(56)	99	(42)	111
Effects of deferred tax rates	–	–	–	(24)
Unrecognised deferred tax on losses	86	130	78	208
Withholding taxes suffered	–	–	42	–
Adjustment in respect of prior years	(21)	(288)	–	(71)
Total tax (credit)/charge for the year	(133)	561	(1,974)	1,604

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 the further impairment of the Chirton Engineering business.

Discontinued operations in the prior year included the loss recognised on the measurement

to fair value less costs to sell of the disposal groups (Notes 5 and 9).

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 discontinued

operations, the current year profit on disposal of the Engineering Division excluding the

Chirton Engineering business.

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9 Discontinued operations and non-current assets held for sale

The FY24 Annual Report and Accounts classified the Engineering Division of the Group and

Afgritech LLC as discontinued operations that were held for sale as at 31 August 2024.

On 1 November 2024 the Group sold the trade and certain assets classified as held for sale

of Afgritech LLC. Results from this business are classified as discontinued in both years

presented.

On 22 April 2025 the Group completed on the sale of the Engineering businesses, excluding

the Chirton Engineering business, to Cadre Holdings, Inc. for cash consideration on

completion of £68.6m with a further £1.5m due on settlement of related RDEC claims. The

unpaid element of the consideration is included in other receivables at the year end. Of this,

£0.5m has been received since the year end. Costs of disposal of £2.4m have been deducted

from disposal proceeds in the current year. The net assets of the disposal group at the date

of disposal were £50.9m, including £1.8m cash and cash equivalents. A gain of £0.2m was

recycled from the foreign exchange reserve to the income statement on disposal.

Results for the Engineering businesses are classified as discontinued in both years

presented. The assets and liabilities of the Chirton Engineering business continue to be

classified as held for sale at year ended 31 August 2025. Although the Chirton Engineering

business has been classified as held for sale for a period in excess of one year, this is due to

circumstances beyond the control of the Group. The business continues to be marketed for

sale and has received interest from a number of parties.

At 31 August 2024 the Group classified certain of its properties as held for sale. All of these

properties have been sold in the year. At 31 August 2025 three additional properties have met

the criteria to be classified as held for sale on the balance sheet.

The following tables show the results of the discontinued operations and the profit/(loss)

recognised on the disposal and 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 2025 and 31 August 2024.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

	2025	2024
	£’000	£’000
Revenue	43,553	72,318
Expenses	(40,180)	(66,893)
Profit before taxation of discontinued operations	3,373	5,425
Taxation (Note 8)	(751)	(1,668)
Profit after taxation of discontinued operations	2,622	3,757
Pre-taxation gain on disposal	17,047	-
Pre-taxation loss recognised on the measurement to fair value less costs to sell	(2,953)	(5,052)
Taxation related to pre-taxation gain on disposal (Note 8)	190	64
After taxation gain/(loss) recognised on disposal and the measurement to fair value less costs to sell	14,284	(4,988)
Profit/(loss) for the year from discontinued operations	16,906	(1,231)

Included in the trading profit above is £0.8m of costs relating to the disposal. These have been included in the adjusting item in Note 5 for profit on disposal. Included in the loss recognised

on the measurement to fair value less costs to sell is an impairment of £2.8m (2024: £3.2m) in respect of the Chirton Engineering business assets.

Included in other comprehensive income in the year is £0.2m (2024: £0.9m) in respect of foreign exchange translation gains (2024: losses) on translation of overseas subsidiaries.

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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 both year ends presented in the Group and Company balance

sheets are shown below:

	2025	2024
Group	£’000	£’000
Assets
Goodwill	–	16,682
Other intangible assets	–	2,726
Property, plant and equipment	4,194	19,209
Right-of-use assets	234	8,835
Investment property	314	2,229
Non-current receivables	–	20
Deferred tax asset	–	357
Inventories	988	11,203
Contract assets	–	9,220
Trade and other receivables	2,316	12,906
Current tax assets	–	2,194
Cash and cash equivalents	808	4,802
Impairment under value in use methodology	–	(3,159)
Loss on fair value measurement less costs to sell	(5,915)	(1,561)
Total assets	2,939	85,663
Liabilities
Current borrowings	–	(8,326)
Current leases	(45)	(1,156)
Contract liabilities	(19)	(4,999)
Trade and other payables	(1,400)	(6,974)
Current tax liabilities	–	(381)
Non-current leases	–	(6,949)
Deferred tax liabilities	(13)	(2,961)
Other non-current liabilities	–	(2)
Total liabilities	(1,477)	(31,748)
Net assets	1,462	53,915

A cumulative impairment of £5.9m (2024: £3.2m) has been recognised in respect of the

Chirton Engineering business assets. The loss on fair value measurement less costs to sell in

the prior year comprised 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.

In the current year costs to sell of £196,000 (2024: £1,152,000) were incurred by the parent

Company in respect of the Chirton Engineering business (2024: Engineering Division

disposal group) and were therefore excluded from the loss on fair value measurement less

costs to sell in the table opposite. In addition £134,000 of costs were incurred by Chirton

Engineering in the year (2024: £65,000 costs incurred by NuVision Engineering). These costs

are included within the adjusting item for loss on fair value measurement less costs to sell

(Note 5).

	2025	2024
Company	£’000	£’000
Assets
Investment in subsidiary undertakings	–	12,908
Total	–	12,908

In the prior year the Company classified its investment in Ordinary Shares of Bendalls

Engineering Ltd (formerly Carr’s Engineering Limited) and Carr’s Engineering (US), Inc. as

assets held for sale.

10 Dividends

	2025	2024
Equity	£’000	£’000
Second interim paid for the year ended 31 August 2024
of nil per 2.5p share (2023: 1.175p)	–	1,105
Final dividend for the year ended 31 August 2024 of 2.85p
per 2.5p share (2023: 2.85p)	2,692	2,683
First interim paid for the year ended 31 August 2025 of 1.2p
per 2.5p share (2024: 2.35p)	1,134	2,218
	3,826	6,006

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. Since the

year end there have been no further dividends paid.

The proposed final dividend for the year ended 31 August 2025 to be considered by

shareholders at the Annual General Meeting is £621,235 being 1.2p per share, making a

total for the year of 2.4p (2024: 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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11 Earnings per Ordinary Share

Earnings per share are calculated by reference to a weighted average of 86,256,854 shares (2024: 94,284,735) 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:

	2025		2024
		Earnings		Earnings
	Earnings	per share	Earnings	per share
	£’000	pence	£’000	pence
Continuing operations
Earnings/(loss) per share – basic	3,027	3.5	(4,489)	(4.8)
Adjusting items:
Amortisation of acquired intangible assets	–	–	89	0.1
M&A activity costs	370	0.4	–	–
Restructuring/closure costs	2,407	2.8	2,132	2.3
Profit on disposal of non-current assets previously classified as held for sale	(2,834)	(3.3)	–	–
Loss on fair value measurement less costs to sell of non-current assets held for sale	–	–	720	0.8
Non-recurring costs incurred centrally that related to the Engineering Division and transaction	587	0.7	–	–
Cloud configuration and customisation costs	73	0.1	813	0.8
Costs related to pension scheme buy-in	414	0.5	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
Property, plant and equipment and right-of-use assets impairment	32	–	1,969	2.1
Legal dispute and rent arrears	233	0.3	–	–
Taxation effect of the above	(488)	(0.6)	(2,013)	(2.1)
Earnings per share – adjusted	3,821	4.4	2,461	2.6
Discontinued operations
Earnings/(loss) per share – basic	16,906	19.6	(1,231)	(1.3)
Adjusting items:
Amortisation of acquired intangible assets	–	–	446	0.5
Closure costs	554	0.6	–	–
Profit on disposal of disposal group and non-current assets previously classified as held for sale	(16,246)	(18.8)	–	–
Loss on fair value measurement less costs to sell and impairment of disposal group assets	3,085	3.6	5,217	5.5
Taxation effect of the above	(433)	(0.5)	(211)	(0.2)
Earnings per share – adjusted	3,866	4.5	4,221	4.5
Total (basic)	19,933	23.1	(5,720)	(6.1)
Total (adjusted)	7,687	8.9	6,682	7.1

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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 the prior year continuing operations were loss-making and conversion of potential

Ordinary Shares to Ordinary Shares would decrease the loss per share. Therefore, these

potential Ordinary Shares were determined to be antidilutive and were excluded from the

calculation of diluted earnings per share.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

		2025			2024
		Weighted	Earnings		Weighted	Earnings
	Earnings	average number	per share	Earnings	average number	per share
	£’000	of shares	pence	£’000	of shares	pence
Continuing operations
Earnings/(loss) per share	3,027	86,256,854	3.5	(4,489)	94,284,735	(4.8)
Effect of dilutive securities:
Share Save Scheme	–	306,289	–	–	–	–
Long Term Incentive Plan	–	647,605	–	–	–	–
Deferred Bonus	–	38,849	–	–	–	–
Diluted earnings/(loss) per share	3,027	87,249,597	3.5	(4,489)	94,284,735	(4.8)
Discontinued operations
Earnings/(loss) per share	16,906	86,256,854	19.6	(1,231)	94,284,735	(1.3)
Effect of dilutive securities:
Share Save Scheme	–	306,289	(0.1)	–	–	–
Long Term Incentive Plan	–	647,605	(0.1)	–	–	–
Deferred Bonus	–	38,849	–	–	–	–
Diluted earnings/(loss) per share	16,906	87,249,597	19.4	(1,231)	94,284,735	(1.3)
Total (diluted)	19,933	87,249,597	22.9	(5,720)	94,284,735	(6.1)

		2025			2024
	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	3,821	87,249,597	4.4	2,461	94,284,735	2.6
Discontinued operations
Diluted adjusted earnings per share	3,866	87,249,597	4.4	4,221	94,284,735	4.5
Total (diluted adjusted)	7,687	87,249,597	8.8	6,682	94,284,735	7.1

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12 Goodwill and other intangible assets

				Group
			Know-how,	Brands,
		Customer	technology and	patents and	Contract
	Goodwill	relationships	development costs	trademarks	backlog	Software	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Cost
At 3 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	(19)	–	–	–	–	–	(19)
Amounts transferred to property, plant 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
Exchange differences	–	–	–	(4)	–	–	(4)
Additions	–	–	–	5	–	–	5
At 31 August 2025	3,810	157	1,999	1,110	–	–	7,076
Accumulated amortisation and impairment
At 3 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
Exchange differences	–	–	–	(4)	–	–	(4)
Charge for the year	–	–	–	6	–	–	6
At 31 August 2025	1,742	157	1,999	1,079	–	–	4,977
Net book amount
At 2 September 2023	19,161	1,392	707	1,155	–	64	22,479
At 31 August 2024	2,068	–	–	32	–	–	2,100
At 31 August 2025	2,068	–	–	31	–	–	2,099

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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12 Goodwill and other intangible assets continued

Goodwill arising on the acquisition of overseas subsidiaries was 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. was released to the income statement in the prior year following

closure of the trading site the goodwill related to.

The impairment of £210,000 in the prior year related to the Animax business which lost

its aquaculture contract and continued to face challenges in its bolus business. The

underperformance of the business resulted in an impairment being recognised against its

non-current assets. This impairment was recognised within administrative expenses in the

consolidated income statement and was included as an adjusting item in Note 5.

Transfers to property, plant and equipment in the prior year related 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.

The carrying value of goodwill has been allocated to the following cash-generating unit:

	2025	2024
	£’000	£’000
Carrs Agriculture Ltd – UK feed blocks	2,068	2,068

Goodwill is tested annually for impairment, or more frequently if there are indications that

goodwill might be impaired. Goodwill 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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 2026 and forecast information for the four years to August 2030 based on medium-

term business plans. Assumptions for long-term growth and pre-tax discount rates used

to discount the forecast cash flows for the Carrs Agriculture Ltd – UK feed blocks cash-

generating unit can be found in the tables on the following page. These assumptions are

2.0% (2024: 2.0%) for long-term growth and pre-tax discount rate of 14.9% (2024: 15.1%).

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.

In the prior year goodwill related to the Engineering Division (excluding the Chirton

Engineering business) classified as discontinued operations was 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 included the

Wälischmiller cash-generating unit, the NuVision Engineering, Inc. cash-generating unit and

the NW Total Engineered Solutions Ltd cash-generating unit. The results of tests performed

demonstrated significant headroom for these cash-generating units and it was considered

that no reasonable change in the key assumptions would cause the carrying amount of the

cash-generating units to exceed the recoverable amount.

Also in the prior year, Animax Ltd was impacted by the loss of its aquaculture contract and

continued to face challenges in its bolus business. The underperformance of the business

and expectations for future performance suggested the estimated recoverable amount of

Animax Ltd was below its asset’s carrying value. This resulted in the other intangible assets

of the business with a remaining carrying value of £0.2m being impaired in full at the prior

year end. Goodwill related to this cash-generating unit was fully impaired during year ended

2023. In addition, impairments of £1.9m and £0.1m were 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 prior year end. The remaining carrying value of property, plant

and equipment related to the owned property where the net realisable value exceeded the

carrying value. This continues to be the case for the current year end assessment. Further

details of the approach taken and the assumptions used in the prior year impairment

calculation for these non-current assets can be found in Note 13.

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181

12 Goodwill and other intangible assets continued

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 (2024: none).

Impairment testing assumptions and sensitivities

The table below shows the key assumptions and inputs that have been used in the impairment testing for goodwill together with sensitised assumptions required to eliminate the

headroom.

				Pre-tax
		Annual growth	Pre-tax	discount rate	Long-term	Cash flows
	Headroom	in EBIT 1	discount rate	(sensitised) 2	growth rate	(sensitised) 3
Year ended 31 August 2025	£m	%	%	%	%	%
Cash-generating unit
Carrs Agriculture Ltd – UK feed blocks	20.6	8.8	14.9	32.0	2.0	(59.7)

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 2025.

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 growth	Pre-tax	discount rate	Long-term	Cash flows
	Headroom	in EBIT 4	discount rate	(sensitised) 5	growth rate	(sensitised) 6
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)

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 31 August 2024.

5 Rate required to eliminate headroom.

6 Percentage reduction required to cash flows to eliminate headroom.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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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 3 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)	(37,618)	–
At 31 August 2024	8,218	19,969	1,032	29,219	340
Exchange differences	(80)	(237)	(5)	(322)	–
Additions	69	453	766	1,288	9
Transfers from right- of-use assets	–	142	–	142	–
Disposals	–	(635)	(34)	(669)	(278)
Reclassifications	–	869	(869)	–	–
Transferred to assets
held for sale	(1,598)	–	–	(1,598)	–
At 31 August 2025	6,609	20,561	890	28,060	71

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

			Group		Company
			Assets in the
	Land and	Plant and	course of		Plant and
	buildings	equipment	construction	Total	equipment
	£’000	£’000	£’000	£’000	£’000
Accumulated depreciation
and impairment
At 3 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
Exchange differences	(40)	(176)	–	(216)	–
Charge for the year	250	635	–	885	18
Impairment during the year	–	4	7	11	–
Transfers from right- of-use assets	–	106	–	106	–
Disposals	–	(535)	–	(535)	(251)
Reclassifications	–	743	(743)	–	–
Transferred to assets
held for sale	(451)	–	–	(451)	–
At 31 August 2025	2,719	16,400	–	19,119	45
Net book amount
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
At 31 August 2025	3,890	4,161	890	8,941	26

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183

13 Property, plant and equipment continued

Freehold land owned by continuing operations amounting to £0.1m (2024 continuing

operations: £0.2m) has not been depreciated.

Transfers from right-of-use assets represent finance leased assets that became owned

assets on maturity of the lease term.

In the prior year transfers from other intangible assets related to capitalised development

expenditure being reclassified as assets to be used as property, plant and equipment.

The impairment of £1,906,000 in the prior year related to the Animax business which

lost its aquaculture contract and continued to face challenges in its bolus business. The

underperformance of the business resulted in an impairment being recognised against its

non-current assets. This impairment was recognised within administrative expenses in the

consolidated income statement and was included as an adjusting item in Note 5.

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 in the prior year was below the

carrying value of the assets and therefore plant and equipment was impaired by £1.9m down

to a carrying value of £nil. In the current year additions of £11,000 made by this business have

been impaired in full.

For the purposes of testing plant and equipment, the recoverable amount was 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 were the levels of future cash flows,

particularly in the perpetuity period, and the discount rate. Management estimated discount

rates using pre-tax rates that reflected current market assessments of the time-value of

money and the risks specific to the cash-generating unit. Cash flows were estimated using

the most recent performance information at the prior year end 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% were assumed.

In the prior year the estimated recoverable amount of property was in excess of the carrying

value of £1.2m and therefore no impairment was recognised.

For the purposes of testing property, the recoverable amount was determined based on fair

value less costs to sell using valuations from independent professionally qualified valuers.

These valuations were based on observable market prices (fair value hierarchy level 2 inputs)

for recently sold comparable property.

In the current year the property was transferred to assets held for sale. The fair value less

costs to sell of the property based on external valuations remains higher than the carrying

value of the property and therefore there is no impairment to be recognised.

Depreciation is recognised within the consolidated income statement as shown below:

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Cost of sales	792	810	–	–
Administrative expenses	93	454	18	32
Discontinued operations	–	1,567	–	–
	885	2,831	18	32

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
		Plant,		Plant,
	Land and	equipment		equipment
	buildings	and vehicles	Total	and vehicles
Lease assets	£’000	£’000	£’000	£’000
Cost
At 3 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
Exchange differences	–	2	2	–
Additions	–	135	135	40
Modifications	427	–	427	–
Transfers to property, plant and equipment	–	(142)	(142)	–
Disposals	–	(245)	(245)	(53)
At 31 August 2025	837	945	1,782	195

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14 Right-of-use assets and lease liabilities continued

		Group		Company
		Plant,		Plant,
	Land and	equipment		equipment
	buildings	and vehicles	Total	and vehicles
Lease assets	£’000	£’000	£’000	£’000
Accumulated depreciation
and impairment
At 3 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
Exchange differences	–	2	2	–
Charge for the year	73	195	268	49
Impairment during the year	–	21	21	–
Transfer to property, plant and equipment	–	(106)	(106)	–
Disposals	–	(205)	(205)	(26)
At 31 August 2025	262	667	929	67
Net book amount
At 2 September 2023	4,291	3,032	7, 323	281
At 31 August 2024	221	435	656	164
At 31 August 2025	575	278	853	128

The impairment of £63,000 in the prior year related to the Animax business which lost

its aquaculture contract and continued to face challenges in its bolus business. The

underperformance of the business resulted in an impairment being recognised against its

non-current assets. This impairment was recognised within administrative expenses in the

consolidated income statement and was 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. In the current year additions of £21,000

made by this business have been impaired in full.

Transfers to property, plant and equipment represent finance leased assets that became

owned assets on maturity of the lease term.

	Group		Company
	2025	2024	2025	2024
Lease liabilities	£’000	£’000	£’000	£’000
Current liabilities	183	267	42	49
Non-current liabilities	759	448	92	118
	942	715	134	167

The remaining contractual maturities of the lease liabilities, which are gross and

undiscounted, are as follows:

	Group		Company
	2025	2024	2025	2024
Lease liabilities	£’000	£’000	£’000	£’000
Less than one year	230	291	49	56
One to two years	181	180	48	51
Two to three years	144	114	39	43
Three to four years	99	73	14	27
Four to five years	74	48	–	13
More than five years	404	62	–	–
	1,132	768	150	190

Amounts recognised in the income statement

The income statement shows the following amounts relating to leases:

	Continuing Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Depreciation	268	327	49	71
Impairment charge	21	63	–	–
Profit on disposal	(11)	(13)	(2)	(20)
Interest expense	39	33	10	9
	317	410	57	60

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 £323,000 (2024: continuing Group

£355,000). The total Company cash outflow for leases was £54,000 (2024: £70,000).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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15 Investment property

	Total
Group	£’000
Cost
At 3 September 2023	4,235
Disposals	(65)
Transferred to assets held for sale	(3,569)
At 31 August 2024	601
Transferred to assets held for sale	(601)
At 31 August 2025	–
Accumulated depreciation
At 3 September 2023	1,595
Charge for the year	67
Disposals	(37)
Transferred to assets held for sale	(1,340)
At 31 August 2024	285
Charge for the year	2
Transferred to assets held for sale	(287)
At 31 August 2025	–
Net book amount
At 2 September 2023	2,640
At 31 August 2024	316
At 31 August 2025	–

The fair value of investment properties at the prior year end was £1,375,000. Investment

properties were valued in prior years by independent professionally qualified valuers in

April 2022, June 2022 and, for one property held at the prior year end, October 2016. The

remaining two properties have been transferred to assets held for sale at the current year

end.

There is no investment property in the Company (2024: none).

Details of income and expenses included within Group operating profit in respect of

investment property can be found in Note 4.

16 Investments

	Joint	Other
	ventures	investments	Total
Group	£’000	£’000	£’000
Cost
At 3 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
Exchange difference	(54)	–	(54)
Share of post-tax result	1,350	–	1,350
Dividend paid by joint ventures	(483)	–	(483)
Disposals	–	(5)	(5)
At 31 August 2025	7,101	30	7,131
Accumulated provision for impairment
At 3 September 2023, at 31 August 2024
and at 31 August 2025	–	9	9
Net book amount
At 2 September 2023	6,101	27	6,128
At 31 August 2024	6,288	26	6,314
At 31 August 2025	7,101	21	7,122

Other investments comprise shares in several private limited companies.

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16 Investments continued

	Shares in	Joint
	subsidiaries	ventures	Total
Company	£’000	£’000	£’000
Cost
At 3 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
Capital contribution	5,201	–	5,201
Share based payment credit in respect
of employees of subsidiary undertakings	(169)	–	(169)
At 31 August 2025	28,088	172	28,260
Accumulated provision for impairment
At 3 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
Impairment during the year	5,201	–	5,201
At 31 August 2025	7,742	–	7,742
Net book amount
At 2 September 2023	34,757	172	34,929
At 31 August 2024	20,515	172	20,687
At 31 August 2025	20,346	172	20,518

Amounts transferred to assets held for sale in the prior year was the Company’s cost

of investment in Bendalls Engineering Ltd (formerly Carr’s Engineering Ltd) and Carr’s

Engineering (US), Inc.

The capital contribution in the current year relates to the net assets hived into Chirton

Engineering Ltd from fellow Group company Bendalls Engineering Ltd (formerly Carr’s

Engineering Ltd). In the prior year the capital contribution related 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. This subsidiary was transferred to disposal groups

held for sale at the prior year end.

In the current year an impairment charge of £5.2m has been recognised against the

investment in Chirton Engineering Limited to reduce the carrying value to £nil. During

the prior year an impairment charge of £1.6m was recognised against the investment in

Afgritech. The carrying value carried forward at the prior year end was 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.

17 Interest in joint ventures

The joint ventures at 31 August 2025 are:

Group

	Equity interest held	Country of	Country of
Name	%	incorporation	operation	Activity
				Manufacture of
Crystalyx Products GmbH	50	Germany 1	Germany	animal feed blocks
				Manufacture of
Gold-Bar Feed Supplements LLC	50	USA 2	USA	animal feed blocks
				Manufacture of
ACC Feed Supplement LLC	50	USA 3	USA	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.

At the year end the joint ventures had capital commitments of £nil (2024: £nil). 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:

	2025	2024
	£’000	£’000
Non-current assets	4,792	5,338
Current assets	5,545	4,342
Current liabilities	(2,550)	(2,302)
Non-current liabilities	(703)	(1,107)
Income	25,095	24,466
Expenses	(23,291)	(22,830)
Net finance cost	(86)	(130)

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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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18 Investment in subsidiary undertakings

	Company registration	Ordinary Shares held	Country of	Country of
Name	number 8	%	incorporation	operation	Trading activity
Trading entities:
Carrs Agriculture Ltd 8	00480342	100	England 1	UK	Manufacture of animal feed/mineral blocks and distributor of health
					products
Animal Feed Supplement, Inc.		100	USA 2	USA	Manufacture of animal feed blocks
Carr’s Supplements (ROI) Ltd		100	Ireland 3	Ireland	Distributor of animal feed blocks and health products
Carrs Properties Ltd 8	00088157	100	England 1	UK	Property holding
Chirton Engineering Ltd		100	England 1	UK	Engineering
Non-trading entities:
Animax Ltd 8	01604213	100	England 1	UK
Animax NZ Ltd		100	New Zealand 4	New Zealand
Carr’s Supplements (NZ) Ltd		100	New Zealand 5	New Zealand
Afgritech Ltd 8	05259304	100	England 1	UK
Afgritech LLC		100	USA 6	USA
Fevara International Finance Ltd 8	10888476	100	England 1	UK
Carr’s Group Corporate Trustee Ltd		100	England 1	England
Fevara Holding LTDA		100	Brazil 7	Brazil

1 Registered Office address: Warwick Mill Business Centre, Warwick Bridge, Carlisle, Cumbria CA4 8RR.

2 Registered Office address: PO Box 105, 101 Roanoke Avenue, Poteau, Oklahoma 74953, USA.

3 Registered Office address: RSM, Fifth Floor, Block D, Iveagh Court, Harcourt Road, Dublin 2, Dublin D02 VH94, Ireland.

4 Registered Office address: RSM New Zealand (Auckland), RSM House, Level 2, 62 Highbrook Drive, East Tamaki, Auckland 2013, New Zealand.

5 Registered Office address: KPMG, 151 Burnett Street, Ashburton, 7700, New Zealand.

6 Registered Office address: C T Corporation System, 28 Liberty Street, New York, NY 10005, USA.

7 Registered Office address: Avenida Pres Juscelino Kubitschek 1455, Sala 42, Vila Nova Conceicao, Sao Paulo SP 04543-011, Brazil.

8 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 2025. 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.

Investments in the subsidiaries listed above are held directly by the Company with the following exceptions: Carrs Agriculture Ltd holds 100% of the investment in Carr’s Supplements (NZ)

Ltd and Animax Ltd; Animax Ltd owns 100% of the investment in Animax NZ Ltd; and Afgritech Ltd holds 100% of the investment in Afgritech LLC.

During the year 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 prior year. The assets sold were classified on the balance sheet as assets held for sale at the prior year end (Note 9).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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19 Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

	2025	2024
Group	£’000	£’000
Accelerated tax depreciation	(1,043)	(1,130)
Employee benefits	724	(452)
Short-term timing differences	832	618
Losses	1,915	1,149
Net deferred tax	2,428	185
Included in:
Deferred tax assets	2,428	208
Deferred tax liabilities	–	(23)
Net deferred tax	2,428	185

Deferred tax net assets/(liabilities) are expected to reverse after more than one year from the balance sheet date. Tax of £29,000 (2024: £38,000) 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

	At 1 September	Exchange	Recognised in	Recognised in other	Recognised	In respect of	At 31 August
	2024	differences	income statement	comprehensive income	in equity	disposal group	2025
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Accelerated tax depreciation	(1,130)	14	73	–	–	–	(1,043)
Employee benefits	(452)	–	125	1,051	–	–	724
Short-term timing differences	618	(20)	(61)	54	43	198	832
Losses	1,149	–	766	–	–	–	1,915
	185	(6)	903	1,105	43	198	2,428

Amounts recognised in equity comprise deferred tax related to share based payments.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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19 Deferred tax assets and liabilities continued

Movement in deferred tax during the prior year

	At 3 September	Exchange	Recognised in	Recognised in other	Recognised	Transferred to	At 31 August
	2023	differences	income statement	comprehensive income	in 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

	2025	2024
Company	£’000	£’000
Accelerated tax depreciation	21	17
Employee benefits	724	(452)
Short-term timing differences	146	52
Losses	2,093	1,104
Net deferred tax	2,984	721
Included in:
Deferred tax assets	2,984	721
	2,984	721

The Company has no unrecognised tax losses (2024: none).

Movement in deferred tax during the year

	At 1 September	Recognised in	Recognised in other	Recognised	At 31 August
	2024	income statement	comprehensive income		in equity 2025
	£’000	£’000	£’000	£’000	£’000
Accelerated tax depreciation	17	4	–	–	21
Employee benefits	(452)	125	1,051	–	724
Short-term timing differences	52	52	–	42	146
Losses	1,104	989	–	–	2,093
	721	1,170	1,051	42	2,984

Amounts recognised in equity comprise deferred tax related to share based payments.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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19 Deferred tax assets and liabilities continued

Movement in deferred tax during the prior year

	At 3 September	Recognised in	Recognised in other	Recognised	At 31 August
	2023	income statement	comprehensive 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

20 Inventories

	2025	2024
Group	£’000	£’000
Raw materials and consumables	5,728	5,825
Work in progress	2	49
Finished goods and goods for resale	6,568	6,188
	12,298	12,062

Inventories are stated after a provision for impairment of £245,000 (2024: £207,000). The amount recognised as an expense in the year in respect of the write-down of inventories is £135,000

(2024: £42,000). The amount recognised as a credit in the year in respect of reversals of write-downs of inventories is £97,000 (2024: £30,000) and the amount utilised in the year was £nil

(2024: £nil).

The cost of inventories recognised as an expense and included in cost of sales is £60,042,000 (2024: £60,773,000).

The Company has no inventories (2024: none).

21 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.

	2025	2024
Contract assets	£’000	£’000
At the beginning of the year	–	7,915
Exchange differences	–	(73)
Transfers from contract assets recognised at the beginning of the year to receivables	–	(6,882)
Increase related to services provided in the year	–	8,260
Transferred to assets held for sale	–	(9,220)
At the end of the year	–	–

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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21 Contract balances continued

	2025	2024
Contract liabilities	£’000	£’000
At the beginning of the year	–	5,194
Exchange differences	–	(64)
Revenue recognised against contract liabilities
at the beginning of the year	–	(4,158)
Increase due to cash received, excluding any amounts recognised as revenue during the year	–	4,027
Transferred to liabilities held for sale	–	(4,999)
At the end of the year	–	–

The Company has no contract assets or contract liabilities (2024: none).

22 Trade and other receivables

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Current:
Trade receivables	4,613	6,075	131	209
Less: provision for impairment of trade
receivables	(116)	(82)	–	–
Trade receivables – net	4,497	5,993	131	209
Amounts owed by Group undertakings
(Note 35)	–	–	1,910	4,303
Amounts owed by other related parties
(Note 35)	33	204	–	–
Other taxes and social security receivable	768	572	170	–
Return assets	1,676	1,885	–	–
Other receivables	3,134	939	2,209	774
Prepayments	536	759	186	193
	10,644	10,352	4,606	5,479
Non-current:
Amounts owed by Group undertakings
(Note 35)	–	–	12,104	32,389
	–	–	12,104	32,389

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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 charge of £34,000 (2024: a credit of £17,000) has

been recognised within administrative expenses in the consolidated income statement and

£nil (2024: £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.

Interest-bearing, non-trading amounts owed by Group undertakings within current trade

and other receivables carry interest at Bank of England base rate + 1.5%.

Interest-bearing, non-trading amounts owed by Group undertakings within non-current

receivables carry interest at 6.25% or Bank of England base rate + 1.5%. In addition, in the

prior year they carried interest at 4.50%, 6.25%, Bank of England base rate + 2.50% or Bank

of England base rate + 1.5%. In the prior year there was one non-interest bearing loan that

had a face value of £7.4m which was 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 – 3.4 years (2024: 1.3 – 4.4 years).

Other receivables includes the consideration of £1,532,000 (2024: £nil) still to be received at

the balance sheet date on the disposal of the Engineering businesses, excluding the Chirton

Engineering business (Note 9).

	2025		2024
	Gross	Impairment	Gross	Impairment
Group	£’000	£’000	£’000	£’000
The ageing of trade
receivables is as follows:
Not past due	3,064	–	4,785	–
Past due 1 – 30 days	214	–	363	–
Past due 31 – 60 days	379	(1)	(26)	–
Past due 61 – 90 days	484	(1)	267	–
Past due 91 – 120 days	110	–	25	–
Past 121 days	362	(114)	661	(82)
	4,613	(116)	6,075	(82)

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22 Trade and other receivables continued

	2025		2024
	Gross	Impairment	Gross	Impairment
Company	£’000	£’000	£’000	£’000
The ageing of trade
receivables is as follows:
Not past due	14	–	10	–
Past due 1 – 30 days	70	–	8	–
Past due 31 – 60 days	30	–	1	–
Past due 61 – 90 days	–	–	1	–
Past due 91 – 120 days	13	–	3	–
Past 121 days	4	–	186	–
	131	–	209	–

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 (2024: none).

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
The carrying value of trade receivables
is denominated in the following
currencies:
Sterling	3,522	3,755	129	209
US Dollar	452	1,146	2	–
Euro	523	334	–	–
New Zealand Dollar	–	758	–	–
	4,497	5,993	131	209

23 Restricted cash

During the year the Company invested £4.5m in an escrow account with BNY Mellon to

ringfence funds for the sole use of the Carr’s Group Pension Scheme. These funds are

intended to be available to cover scheme expenses and liabilities arising from the data

cleansing exercise, which is required to be undertaken to determine the final premium

payable for the purchase of the insured bulk annuity from Aviva. Cash can only be accessed

with the consent of the Trustees as any withdrawal request requires one Company signatory

and one Trustee signatory. Any cash not ultimately required for this purpose will be returned

to the Company. Further details of the buy-in can be found in Note 28.

As this cash is not permitted to be used for the operational activities of the Group, and

cannot be accessed by the Company without third-party authorisation from the Trustees, it

has been excluded from cash and cash equivalents and is instead shown separately on the

face of the balance sheet. It has also been excluded from cash and cash equivalents for the

purposes of the statement of cash flows and is included as an investing activity cash outflow.

The cash will earn income returns while it is held in escrow through investment in short-

term money market deposits.

In the current year £73,000 has been recognised in finance income in the income statement

in respect of dividend returns on the cash invested (Note 7).

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Cash held in escrow	4,573	–	4,573	–

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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24 Cash and cash equivalents and bank overdrafts

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Cash and cash equivalents per the balance sheet	7,855	13,714	2,768	7,607
Cash and cash equivalents of disposal
groups classified as assets held for sale
(Note 9)	808	4,802	–	–
Bank overdrafts (Note 26)	(1,803)	(2,670)	–	–
Bank overdrafts of disposal groups
classified as liabilities held for sale	–	(7,916)	–	–
Cash and cash equivalents per the statement of cash flows	6,860	7,930	2,768	7,607

25 Trade and other payables

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Current:
Trade payables	4,098	4,727	514	335
Amounts owed to Group undertakings
(Note 35)	–	–	814	914
Amounts owed to other related parties
(Note 35)	–	20	–	–
Other taxes and social security payable	454	676	354	561
Other payables	2,092	2,155	118	167
Accruals	5,097	3,076	2,316	1,404
Deferred income	–	53	–	–
	11,741	10,707	4,116	3,381

Amounts owed to Group undertakings and other related parties are interest-free, unsecured

and repayable on demand.

Deferred income includes deferred rental income of £nil (2024: £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
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
At the beginning of the year	–	23	–	–
Amortisation in the year	–	(16)	–	–
Transferred to liabilities held for sale	–	(7)	–	–
At the end of the year	–	–	–	–

26 Borrowings

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Current:
Bank overdrafts	1,803	2,670	–	–
Bank loans	–	94	–	–
Loans from Group undertakings (Note 35)	–	–	7,223	1,580
	1,803	2,764	7,223	1,580
Non-current:
Bank loans and other borrowings	3,492	2,913	3,492	2,913
	3,492	2,913	3,492	2,913
Borrowings are repayable as follows:
On demand or within one year	1,803	2,764	7,223	1,580
In the second year	3,492	–	3,492	–
In the third to fifth years inclusive	–	2,913	–	2,913
	5,295	5,677	10,715	4,493

Group and Company borrowings are shown in the balance sheet net of arrangement fees

of £8,000 (2024: £88,000) of which £nil (2024: £nil) is deducted from current liabilities and

£8,000 (2024: £88,000) is deducted from non-current liabilities.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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26 Borrowings continued

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
The net borrowings are:
Borrowings as above	5,295	5,677	10,715	4,493
Cash and cash equivalents	(7,855)	(13,714)	(2,768)	(7,607)
Net (cash)/debt	(2,560)	(8,037)	7,947	(3,114)

The Company, together with certain subsidiaries, acts as guarantor on the bank loans.

Loans from Group undertakings in the current year are repayable on demand and are interest free. Interest-bearing loans from Group undertakings in the prior year 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 £3.5m (2024: £3.0m). Following the refinancing post year end this has been repaid in

November 2025. Details of the new banking facility can be found in Note 36. At the year end the Group had £1.5m of undrawn revolving credit facilities (2024: £23.6m).

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.

			2025					2024
		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	4	2	150	–	156	–	53	217	–	270
Cash and cash equivalents	27	482	477	–	986	137	569	490	3	1,199
	31	484	627	–	1,142	137	622	707	3	1,469
Liabilities
Current trade and other payables	–	68	49	10	127	–	7	12	10	29
	–	68	49	10	127	–	7	12	10	29

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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27 Derivatives and other financial instruments continued

The table below discloses balances in the Company’s balance sheet that are denominated in a currency other than the Company’s functional currency.

		2025			2024
	US Dollar	Euro	Total	US Dollar	Euro	Total
Company	£’000	£’000	£’000	£’000	£’000	£’000
Assets
Non-current receivables	11,896	–	11,896	15,175	5,909	21,084
Current trade and other receivables	184	–	184	1,404	70	1,474
Cash and cash equivalents	460	10	470	348	9	357
	12,540	10	12,550	16,927	5,988	22,915
Liabilities
Current borrowings	223	–	223	228	1,353	1,581
Current trade and other payables	73	5	78	–	–	–
	296	5	301	228	1,353	1,581

Other taxes and social security receivable and prepayments are excluded from trade and other receivables in the tables above and on the prior page 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.

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.

	2025		2024
	10%	10%	10%	10%
	weakening	strengthening	weakening	strengthening
Continuing operations	£’000	£’000	£’000	£’000
Impact on profit/(loss) after taxation	(85)	70	(122)	100
Impact on total equity	(85)	70	(122)	100

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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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Sensitivity analysis

The impact of a 1% decrease or increase in interest rates during the year is shown in the table

below.

	2025		2024
	1% decrease	1% increase	1% decrease	1% increase
Continuing operations	£’000	£’000	£’000	£’000
Impact on profit/(loss) after taxation	43	(43)	110	(110)
Impact on total equity	43	(43)	110	(110)

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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

27 Derivatives and other financial instruments continued

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.

	2025		2024
	Weighted		Weighted
	average effective		average effective
	interest rate		interest rate
Group borrowings	%	£’000	%	£’000
Bank overdrafts	5.70	1,803	6.70	2,670
Bank loans and other borrowings	5.67	3,492	6.70	3,007
Floating rate		5,295		5,677

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%

	2025		2024
	Weighted		Weighted
	average effective		average effective
	interest rate		interest rate
Company borrowings	%	£’000	%	£’000
Bank loans	5.67	3,492	6.67	2,913
Loans from Group undertakings	0.0	7,223	3.85	1,580
		10,715		4,493
Fixed rate		–		1,352
Floating rate		3,492		2,913
Interest-free		7,223		228
		10,715		4,493

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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27 Derivatives and other financial instruments continued

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.

		2025				2024
		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	1,803	1,803	–	–	2,670	2,670	–	–
Bank loans and other borrowings	3,764	198	3,566	–	3,562	295	200	3,067
Trade and other payables	11,287	11,287	–	–	9,978	9,978	–	–
	16,854	13,288	3,566	–	16,210	12,943	200	3,067

		2025				2024
		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	3,764	198	3,566	–	3,467	200	200	3,067
Loans from Group undertakings	7,223	7,223	–	–	1,580	1,580	–	–
Trade and other payables	3,762	3,762	–	–	2,820	2,820	–	–
	14,749	11,183	3,566	–	7,867	4,600	200	3,067

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.

Borrowing facilities

The Group has various undrawn facilities. The undrawn facilities available at 31 August 2025, in respect of which all conditions precedent had been met, were as follows:

	2025	2024
	Floating rate	Floating rate
	£’000	£’000
Expiring in one year or less	2,115	10,119
Expiring within two and five years inclusive	1,500	22,000
	3,615	32,119

Included in the table above for facilities expiring in one year or less is £nil (2024: £6,481,000) in respect of discontinued operations.

Undrawn facilities include overdraft facilities of £1.0m (2024: £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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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27 Derivatives and other financial instruments continued

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 2025, the Group had net cash of £2.6m (2024: net cash of £8.0m).

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:

		2025		2024
	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)
Exchange differences	–	–	–	(2)
Gains during the year	–	–	4	205
At the end of the year	–	–	–	–

The Company has no forward foreign currency contracts (2024: 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.

NOTES TO THE FINANCIAL STATEMENTS 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.

	2025		2024
	Fair value		Fair value
	through	Amortised	through	Amortised
	profit or loss	cost	profit or loss	cost
Group	£’000	£’000	£’000	£’000
Assets
Current trade and other receivables	–	9,340	–	9,021
Restricted cash	–	4,573	–	–
Cash and cash equivalents	–	7,855	–	13,714
	–	21,768	–	22,735
Liabilities
Current borrowings	–	1,803	–	2,764
Trade and other payables	–	11,287	–	9,978
Non-current borrowings	–	3,492	–	2,913
	–	16,582	–	15,655

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27 Derivatives and other financial instruments continued

	2025		2024
	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	–	12,104	–	32,389
Current trade and other receivables	–	4,250	–	5,286
Restricted cash	–	4,573	–	–
Cash and cash equivalents	–	2,768	–	7,607
	–	23,695	–	45,282
Liabilities
Current borrowings	–	7,223	–	1,580
Trade and other payables	–	3,762	–	2,820
Non-current borrowings	–	3,492	–	2,913
	–	14,477	–	7, 313

Other taxes and social security receivable and prepayments are excluded from trade

and other receivables in the tables above and on the prior page 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.

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.

The following disclosures relate to the defined benefit section of the Carr’s Group Pension

Scheme. The last full actuarial valuation of this scheme was carried out by a qualified

independent actuary as at 31 December 2023 and updated on an approximate basis to 31

August 2025 by a qualified independent actuary.

Major assumptions:

	2025	2024
	%	%
Inflation (RPI)	2.90	3.10
Inflation (CPI)	2.60	2.70
Rate of discount	6.00	4.90
Pension in payment increases:
RPI or 5.0% per annum if less	2.80	2.90
RPI or 5.0% per annum if less, minimum 3.0% per annum	3.60	3.60

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 2025 is 0.3% (2024: 0.4%). 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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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28 Retirement benefits continued

The mortality tables used in the valuation as at 31 August 2025 are 90% of S3PMA (Males)

and 88% of S3PFA_M (Females) with allowance for mortality improvements using CMI_2022

with a 1.25% p.a. underpin. The mortality assumptions adopted imply the following life

expectancies at age 65 as at 31 August 2025:

	At	At
	31 August	31 August
	2025	2024
Males currently age 45	23.7 years	23.3 years
Females currently age 45	25.9 years	25.8 years
Males currently age 65	22.3 years	22.0 years
Females currently age 65	24.4 years	24.3 years

Amounts recognised in the Income Statement in respect of defined benefit

schemes:

	2025	2024
	£’000	£’000
Administrative expenses	572	477
Past service costs	–	2,900
Net interest on the net defined benefit asset	(74)	(280)
Total expense	498	3,097

Past service costs in the prior year of £2.9m related to a Barber Window equalisation

adjustment identified through advice received by the Trustees of the Scheme during

the prior year. The impact related to understated past service liabilities in respect of the

equalisation of normal retirement ages between male and female members of the pension

scheme. This was recognised within administrative expenses in the consolidated income

statement and as an adjusting item in the prior year (Note 5).

Included in administrative expenses in the table above is £0.4m (2024: £0.3m) of costs in

respect of the process of seeking an insurer from whom to purchase an insured bulk annuity

(“buy-in”) and costs related to the data cleanse exercise to determine the final premium

payable to Aviva. These costs are included as an adjusting item in both years (Note 5).

The expense/(income) is recognised within the Income Statement

as shown below:

	2025	2024
	£’000	£’000
Within operating profit/(loss):
Administrative expenses	572	477
Past service costs	–	2,900
Within interest:
Finance income	(74)	(280)
Total expense	498	3,097

Remeasurements of the net defined benefit obligation/asset to be shown in the

Statement of Comprehensive Income:

	2025	2024
	£’000	£’000
Actual gains and losses arising from changes in:
Financial assumptions	4,470	(2,339)
Demographic assumptions	(288)	605
Experience adjustments	1,288	149
Return on assets, excluding interest income	(9,675)	1,173
Total remeasurement of the net defined benefit
obligation/asset	(4,205)	(412)

The price paid for the buy-in exceeded the value of the liabilities covered under the buy-in

resulting in a negative return on the plan’s assets. As the buy-in represents an investment

decision this loss has been taken through Other Comprehensive Income and not the

Income Statement.

Amounts included in the Balance Sheet:

	2025	2024
	£’000	£’000
Present value of funded defined benefit obligations	(40,188)	(46,421)
Fair value of scheme assets	37,292	48,228
(Deficit)/surplus in funded scheme	(2,896)	1,807

The escrow bank account (Note 23) is to be used to fund any deficit in the scheme.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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28 Retirement benefits continued

Reconciliation of opening and closing balances of the present value of the

defined benefit obligation:

	2025	2024
	£’000	£’000
Benefit obligation at the beginning of the year	46,421	42,505
Past service costs	–	2,900
Interest cost	2,202	2,254
Net measurement (gains)/losses – financial	(4,470)	2,339
Net measurement losses/(gains) – demographic	288	(605)
Net measurement gains – experience	(1,288)	(149)
Benefits paid	(2,965)	(2,823)
Benefit obligation at the end of the year	40,188	46,421

Benefit obligation by participant status:

	2025	2024
	£’000	£’000
Vested deferred	7,199	11,408
Retirees	32,989	35,013
	40,188	46,421

Reconciliation of opening and closing balances of the fair value of scheme assets:

	2025	2024
	£’000	£’000
Fair value of scheme assets at the beginning of the year	48,228	47,821
Interest income on scheme assets	2,276	2,534
Return on assets, excluding interest income	(9,675)	1,173
Benefits paid	(2,965)	(2,823)
Scheme administrative cost	(572)	(477)
Fair value of scheme assets at the end of the year	37,292	48,228

Analysis of the scheme assets and actual return:

	Fair value of assets
	2025	2024
	£’000	£’000
Debt instruments	–	47,797
Cash	504	431
Insured assets	36,788	–
	37,292	48,228
Actual return on scheme assets	(7,399)	3,707

Debt instruments were held in unquoted Mercer fund portfolios and were not held directly

by the Pension Scheme. Those Mercer portfolios in turn invested in a mix of quoted and

unquoted underlying assets. Cash includes investments in UK Cash Funds within the Mercer

fund portfolios. Insured assets relates to the bulk annuity purchased from Aviva during

the year.

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
Debt instruments	Fair value being the net asset value provided by the investment manager
Insured assets	Present value of the related obligations

Under IAS 19 where plan assets include qualifying insurance policies that exactly match the

amount and timing of some or all of the benefits payable under the plan, the fair value of

those insurance policies is deemed to be the present value of the related obligations (subject

to any reduction required if the amounts receivable under the insurance policies are not

recoverable in full).

At the point of securing the insurance policy and paying the initial premium to Aviva certain

liabilities of the scheme were still to be determined, namely liabilities relating to the Barber

Window and GMP equalisation. These liabilities are currently being calculated by the

Scheme administrator as part of the data cleanse required to determine the final premium

payable to Aviva. The escrow bank account was set up to cover scheme expenses and

liabilities that might arise during this period together with any true up required to the final

premium. As the escrow account is a Company asset and the liabilities are a Scheme liability,

it is not permitted to offset the pension scheme obligation on the face of the balance sheet

against the restricted cash asset. The balances have therefore been recognised separately.

See Note 23 for details of the escrow bank account.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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28 Retirement benefits continued

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	42,058
	+50 basis points	38,460
Price inflation rate	-25 basis points	39,388
	+25 basis points	40,778
Post-retirement mortality assumption	-1 year age rating	41,546
	+1 year age rating	38,800

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 9 years

(2024: 10 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	3,827
Year 2	2,920
Year 3	3,015
Year 4	3,114
Year 5	3,216
Next 5 years	17,734

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 2023, being the date of the most recent finalised actuarial valuation, the

scheme funding valuation of the Scheme revealed a surplus of £1.2m equating to a funding

level of 102%.

On a solvency basis the Scheme had a deficit of £2.5m, equating to a funding

level of 95%. 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.

During the year the Company invested £4.5m in an escrow account with BNY Mellon to

ringfence funds for the sole use of the Carr’s Group Pension Scheme. These funds are

intended to be available to cover scheme expenses and liabilities arising from the data

cleanse exercise, which is required to be undertaken to determine the final premium

payable for the purchase of the insured bulk annuity from Aviva. Further details of the

escrow account can be found in Note 23. Any cash not ultimately required for this purpose

will be returned to the Company.

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 entered into an agreement to purchase an insured bulk annuity

(“buy-in”) from Aviva. This has removed risk from the Scheme as income from the insurance

policy will exactly match the benefit payments for the members covered.

Prior to this a de-risking strategy had been implemented to remove assets entirely from the

growth portfolio into the matching portfolio whilst adopting a 100% funded liability hedging

target. Mercer had delegated responsibilities over the matching asset portfolio under a

fiduciary management arrangement. Assets were invested in Mercer portfolios, aligning the

Scheme’s asset allocation with the assets Aviva used to price the transaction, which resulted

in a more optimal investment strategy to the point of securing the buy-in.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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28 Retirement benefits continued

Risk exposure and investment strategy continued

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 had a fiduciary management

arrangement with Mercer who had 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.

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 £846,000 (2024 continuing

operations: £558,000).

Other pension schemes

The pension expense in respect of defined contribution pension arrangements in foreign

subsidiaries (continuing operations) during the year was £143,000 (2024 continuing

operations: £146,000).

Pension contributions into NEST during the year by continuing operations amounted to

£32,000 (2024 continuing operations: £27,000).

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. 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 s.37 confirmation). The Trustees’ lawyers have undertaken an initial

review of the deeds of amendment, to check compliance with Section 37 of the Pension

Schemes Act 1993, following the Virgin Media judgment. This has revealed two deeds of

amendment in the relevant time period which potentially relate to Section 9(2B) rights

where an actuarial confirmation has not been located: one relates to same-sex marriage

and civil partnerships, the other to closure to future accrual. The question of whether a

Section 37 confirmation is needed in relation to a closure deed issue is expected to be

addressed by the Verity Trustees case. The Trustees intend to seek further legal advice on

this point when that judgment is released.

In June 2025 the Department for Work and Pensions announced that it would introduce

legislation to address the issues raised by the Virgin Media case. On 1 September 2025

draft legislation was published which is expected to receive Royal Assent in 2026. The draft

legislation allows, under certain conditions, for the retrospective validation of scheme

amendments made without the required actuarial confirmation. The Trustees will continue

to assess any potential impact to the Scheme as the draft legislation progresses toward

finalisation and Royal Assent.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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29 Share capital

	2025		2024
Group and Company	Shares	£’000	Shares	£’000
Allotted and fully paid Ordinary
Shares of 2.5p each:
At the beginning of the year	94,433,080	2,361	94,150,362	2,354
Allotment of shares	256,619	6	282,718	7
Buy back and cancellation	(42,944,785)	(1,074)	–	–
At the end of the year	51,744,914	1,293	94,433,080	2,361

The table above includes 27 (2024: nil) shares held by the Employee Benefit Trust. The

consideration received on the allotment of shares during the year was £250,095 (2024:

£288,372).

Following the disposal in April 2025 of the Engineering businesses, excluding the Chirton

Engineering business, the Company returned value to shareholders through a buy back of

its shares. The result of the offer to shareholders was the purchase of 42,944,785 shares for

subsequent cancellation. Total consideration paid to shareholders was £70m. Costs incurred

amounted to £0.9m.

For details of share based payment schemes see Note 30.

Since the year end 24,665 shares have been allotted with a nominal value of £617 due to

the exercise of share options.

30 Share based payments

Group

The Group operates three active share based payment schemes at 31 August 2025.

Executive Directors participate 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-award holding period. The award is not linked to performance during this two-

year post-award period.

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%.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

For LTIP awards granted to Executive Directors in January 2025, the average annual growth

of adjusted EPS must exceed 20% for 25% of the weighted awards to vest and 100% vest at

35%. The performance criteria for the compound annual growth in TSR is the same as for the

awards granted in May 2023 and January 2024.

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. LTIP awards granted to eligible Senior

Management in January 2025 and May 2025 are subject to an adjusted EPS target measured

against average annual increase over a three-year performance period (75% weighting)

and average return on capital employed (ROCE) over a three-year performance period (25%

weighting). The performance criteria for the average growth in adjusted EPS is the same

as the criteria for the Executive Directors’ grants in January 2025. The average ROCE must

exceed 12% for 25% of the weighted awards to vest and 100% vest at 15%.

As a result of the completion of the sale of the majority of the Engineering Division for an

enterprise value of £75m and the subsequent completion of the Tender Offer returning

£70m of cash to shareholders which resulted in the cancellation of 45.4% of the issued share

capital of the Company, the Remuneration Committee assessed whether this material

reduction, in both the scale of the Group and in share capital, necessitated any adjustment

to award targets. The impact of the disposal of the majority of the Engineering Division and

subsequent Tender Offer was:

a) To reduce Group EBIT by c.61% (based on FY25 full year budgets: full group EBIT £9.6m,

Continuing Operations EBIT £3.3m).

b) To reduce share capital by c.45%, therefore:

c) To reduce earnings per share by 36% from c.10pps to c.6.4 pps.

Given the scale of the reduction in EPS arising from the corporate actions in FY25, it was

therefore considered reasonable that EPS targets for the LTIPs in issue for the performance

period FY23 to FY25 be adjusted. As such the Remuneration Committee determined

that when measuring attainment for the LTIP awards the “Threshold” and “Maximum”

performance targets be calculated and then adjusted down by 36%. Given that the return

of capital by way of the Tender Offer is already taken into account in the calculation of TSR

and distortion (upwards or downwards) caused by the Tender Offer would, by definition, be

reflected within TSR for periods cover the Tender Offer, it was not considered necessary to

adjust TSR targets for the LTIP awards for the performance period FY23 to FY25.

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.

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30 Share based payments continued

Group continued

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 Incentive Plan	Long Term Incentive Plan		Long Term Incentive Plan		Long Term Incentive Plan
		(Executive Directors)	(Senior Managers)		(Executive Directors)		(Executive Directors)
		January 2025	January/May 2025		January 2024		May 2023
	EPS	TSR	EPS/ROCE	EPS	TSR	EPS	TSR	Share Save Scheme	Share Save Scheme
	weighting	weighting	weighting	weighting	weighting	weighting	weighting	(3-Year Plan 2024)	(3-Year Plan 2023)
Grant date	21/01/25		21/01/25 & 08/05/25	22/01/24			04/05/23	08/02/24	03/07/23
Share price at grant date
(weighted average)		£1.25	£1.25 & £1.29		£1.14		£1.21	£1.25	£1.47
Exercise price (weighted average)	£0.00		£0.00		£0.00		£0.00	£0.92	£1.17
Fair value per option at grant	£0.90	£0.39	£1.12	£0.82	£0.33	£0.87	£0.36	£0.42	£0.51
Number of employees at grant		2	5		1		2	98	72
Shares under option at grant	385,632		245,857	267,834			620,920	567,344	292,723
Vesting period (years)		3	3		3		3	3	3
Model used for valuation	Market value*	Monte Carlo	Market value*	Market value*	Monte Carlo	Market value*	Monte Carlo	Black-Scholes	Black-Scholes
Expected volatility	–	38.3%	–	–	38.6%	–	34.3%	37.9%	39.7%
Option life (years)		10	10		10		10	3.55	3.55
Expected life (years)		6.5	6.5		6.5		6.5	3.3	3.3
Risk-free rate	–	4.3%	–	–	3.9%	–	3.8%	4.1%	5.1%
Expected dividends expressed
as a dividend yield	1.3%	4.2%	1.3%	3.1%	4.6%	3.1%	4.2%	4.20%	3.50%
Expectations of vesting	100%	95%	100%	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-award two-year period. The award is not linked to performance during this two-year post-award period.

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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

30 Share based payments continued

Number of options (LTIP and Share Save)

	Long Term Incentive	Long Term Incentive Plan	Long Term Incentive	Long Term Incentive	Share Save Scheme	Share Save Scheme	Share Save Scheme
	Plan January/May 2025	January/March 2024	Plan May/August 2023	Plan December 2021	(3-Year Plan 2024)	(3-Year Plan 2023)	(3-Year Plan 2022)
	Number	Number	Number	Number	Number	Number	Number
	’000	’000	’000	’000	’000	’000	’000
Outstanding:
At 3 September 2023	–	–	394	255	–	293	220
Granted in the year	–	978	–	–	567	–	–
Exercised in the year	–	–	–	–	–	–	–
Forfeited in the year	–	–	–	(44)	(60)	(151)	(73)
At 31 August 2024	–	978	394	211	507	142	147
Granted in the year	631	–	–	–	–	–	–
Exercised in the year	–	–	–	–	(85)	(34)	(111)
Forfeited in the year	(217)	(540)	(238)	(211)	(214)	(48)	(28)
At 31 August 2025	414	438	156	–	208	60	8
Exercisable:
At 31 August 2024	–	–	–	–	–	–	–
At 31 August 2025	–	–	–	–	–	–	8
Weighted average (years):
Remaining contractual life	9.3/9.7	8.3/8.5	7.7/7.9	6	1.97	1.38	0.3
Remaining expected life	5.8/6.2	4.8/5.0	4.2/4.4	2.5	1.72	1.13	0.05

The total charge recognised for the year arising from share based payments is as follows:

	2025	2024
	£’000	£’000
Deferred Bonus Share Plan 2025	10	–
Deferred Bonus Share Plan 2024	16	–
Deferred Bonus Share Plan 2023	–	5
Long Term Incentive Plan January/May 2025	101	–
Long Term Incentive Plan January/March 2024	103	104
Long Term Incentive Plan May/August 2023	(58)	77
Share Save Scheme (3-Year Plan 2024)	48	47
Share Save Scheme (3-Year Plan 2023)	14	85
Share Save Scheme (3-Year Plan 2022)	9	26
Share Save Scheme (3-Year Plan 2021)	–	14
	243	358

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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 Incentive Plan	Long Term Incentive Plan	Long Term Incentive	Long Term Incentive	Share Save Scheme	Share Save Scheme	Share Save Scheme
	January/May 2025	January/March 2024	Plan May/August 2023	Plan December 2021	(3-Year Plan 2024)	(3-Year Plan 2023)	(3-Year Plan 2022)
	Number	Number	Number	Number	Number	Number	Number
	’000	’000	’000	’000	’000	’000	’000
Outstanding:
At 3 September 2023	–	–	227	111	–	87	21
Granted in the year	–	656	–	–	167	–	–
Exercised in the year	–	–	–	–	–	–	–
Forfeited in the year	–	–	–	–	(34)	(48)	(7)
At 31 August 2024	–	656	227	111	133	39	14
Granted in the year	518	–	–	–	–	–	–
Exercised in the year	–	–	–	–	(3)	(10)	(9)
Forfeited in the year	(217)	(315)	(71)	(111)	(33)	(13)	(5)
At 31 August 2025	301	341	156	–	97	16	–
Exercisable:
At 31 August 2024	–	–	–	–	–	–	–
At 31 August 2025	–	–	–	–	–	–	–
Weighted average (years):
Remaining contractual life	9.3/9.7	8.33/8.5	7.7/7.9	6	1.97	1.38	0.3
Remaining expected life	5.8/6.2	4.83/5.0	4.2/4.4	2.5	1.72	1.13	0.05

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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30 Share based payments continued

Number of options (LTIP and Share Save) continued

The total charge recognised for the year arising from share based payments is as follows:

	2025	2024
	£’000	£’000
Deferred Bonus Share Plan 2025	10	–
Deferred Bonus Share Plan 2024	16	–
Deferred Bonus Share Plan 2023	–	5
Long Term Incentive Plan January/March 2025	74	–
Long Term Incentive Plan January/March 2024	117	54
Long Term Incentive Plan May/August 2023	3	23
Share Save Scheme (3-Year Plan 2024)	11	12
Share Save Scheme (3-Year Plan 2023)	(1)	28
Share Save Scheme (3-Year Plan 2022)	(2)	4
	228	126

Share based payments awarded to employees of subsidiary undertakings and recognised as an investment in subsidiary undertakings in the Company are as follows:

	2025	2024
	£’000	£’000
Long Term Incentive Plan January/March 2024	–	51
Long Term Incentive Plan August 2023	–	61
Share Save Scheme (3-Year Plan 2024)	13	25
Share Save Scheme (3-Year Plan 2023)	7	18
Share Save Scheme (3-Year Plan 2022)	–	34
Total carrying amount of investments	20	189

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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31 Cash generated from/(used in) continuing operations

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Profit/(loss) for the year
from continuing operations	3,027	(4,489)	33,366	(7,354)
Adjustments for:
Tax	(133)	(1,974)	(1,943)	(1,931)
Tax charge/(credit) in respect of R&D	93	(116)	–	–
Dividends received from subsidiaries	–	–	(1,870)	–
Dividends received from joint ventures	–	–	–	(845)
Dividends received from external
investments	(73)	–	(73)	–
Depreciation of property, plant and equipment	885	1,264	18	32
Depreciation of right-of-use assets	268	327	49	71
Depreciation of investment property	2	67	–	–
Intangible asset amortisation	6	93	–	–
Goodwill and other intangible assets
impairment and amounts written off	–	229	–	–
Property, plant and equipment impairment	11	1,906	–	–
Right-of-use assets impairment	21	63	–	–
Profit on disposal of assets previously
classified as held for sale	(2,834)	–	–	–
Profit on disposal of subsidiaries (before cash
costs)	–	–	(44,252)	–
Loss on fair value measurement less
costs to sell (assets classified as held for sale)	–	720	–	–
Loss on disposal of property, plant and equipment	29	9	27	–
Profit on disposal of right-of-use assets	(11)	(13)	(2)	(20)
Profit on disposal of investment property	–	(154)	–	–
Reversal of provision against loan due from subsidiary	–	–	(189)	–
Impairment of subsidiary	–	–	5,201	1,593

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Net fair value charge on share based
payments	291	164	228	126
Other non-cash adjustments	5	(347)	(60)	722
Interest income	(940)	(1,013)	(2,014)	(2,643)
Interest expense and borrowing costs	593	712	435	465
Share of results of joint ventures	(1,350)	(1,374)	–	–
IAS 19 income statement charge
(excluding interest):
Past service cost (Note 28)	–	2,900	–	2,900
Administrative expenses (Note 28)	572	477	572	477
Changes in working capital:
(Increase)/decrease in inventories	(246)	2,982	–	–
Decrease in receivables	1,459	84	412	404
Increase/(decrease) in payables	1,729	140	1,063	(10)
Cash generated from/(used in)
continuing operations	3,404	2,657	(9,032)	(6,013)

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32 Analysis of net cash/(debt) and leases

	At 1 September		Other non-cash	Exchange	At 31 August
	2024	Cash flow	changes	movements	2025
Group	£’000	£’000	£’000	£’000	£’000
Cash and cash equivalents	13,714	(5,863)	–	4	7,855
Bank overdrafts	(2,670)	867	–	–	(1,803)
	11,044	(4,996)	–	4	6,052
Loans and other borrowings:
– Current	(94)	98	–	(4)	–
– Non-current	(2,913)	(490)	(89)	–	(3,492)
Net cash	8,037	(5,388)	(89)	–	2,560
Leases:
– Current	(267)	–	84	–	(183)
– Non-current	(449)	284	(593)	(1)	(759)
Leases	(716)	284	(509)	(1)	(942)
Net cash and leases	7,321	(5,104)	(598)	(1)	1,618

					Transferred to
	At 3 September		Other non-cash	Exchange	assets/liabilities	At 31 August
	2023	Cash flow	changes	movements	of disposal group	2024
Group	£’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

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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32 Analysis of net cash/(debt) and leases continued

	At 1 September		Other non-cash	Exchange	Disposal of	At 31 August
	2024	Cash flow	changes	movements	subsidiaries	2025
Company	£’000	£’000	£’000	£’000	£’000	£’000
Cash and cash equivalents	7,607	(4,786)	–	(53)	–	2,768
Loans and other borrowings:
– Current	(1,580)	(7,000)	–	4	1,353	(7,223)
– Non-current	(2,913)	(490)	(89)	–	–	(3,492)
Net cash/(debt)	3,114	(12,276)	(89)	(49)	1,353	(7,947)
Leases:
– Current	(49)	–	7	–	–	(42)
– Non-current	(118)	44	(18)	–	–	(92)
Leases	(167)	44	(11)	–	–	(134)
Net cash/(debt) and leases	2,947	(12,232)	(100)	(49)	1,353	(8,081)

	At 3 September		Other 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

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.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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32 Analysis of net cash/(debt) and leases continued

The table below shows a reconciliation of cash flows shown in the previous tables to the

consolidated and Company statements of cash flows.

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Cash flows from cash and cash equivalents
less bank overdrafts in tables above	(4,996)	(2,635)	(4,786)	(5,813)
New financing and drawdowns on RCF	(7,990)	–	(7,990)	–
Repayment of RCF drawdowns	7,500	1,816	7,500	1,816
Lease principal repayments	284	322	44	61
Repayment of borrowings	98	863	–	–
Receipt of loans from subsidiaries	–	–	(7,000)	–
Repayment of loans from subsidiaries	–	–	–	518
Cash from financing activities in discontinued operations	–	1,677	–	–
Cash flows from net cash/(debt) and leases
per tables above	(5,104)	2,043	(12,232)	(3,418)

33 Capital commitments

	2025	2024
Group	£’000	£’000
Capital expenditure that has been contracted for but has not been provided for in the accounts:
Property, plant and equipment	437	–
Right-of-use assets	–	701
	437	701

The Company has no capital commitments (2024: none).

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 2025 amounted

to £nil (2024: £6,568,000).

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 2025 was £nil (2024:

£4,462,000).

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 £nil (2024: £45,877,000) and as at

31 August 2025 £nil (2024: £14,196,000) remained uncompleted.

The Company has provided a guarantee over the lease of equipment used by a subsidiary.

The guarantee is in respect of prompt and full payment of lease payments due throughout

the term of the lease. The maximum exposure under this guarantee is £56,000.

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 2025, the cumulative rent payable over the remaining

term of the lease is £1,250,000 (2024: £112,000).

The Company opened an escrow bank account (Notes 23 and 28) during the year for

the purpose of covering expenses and liabilities of the pension scheme during the buy-in

data cleanse period together with any true up required to the initial premium paid to Aviva.

At 31 August 2025 these liabilities cannot be reliably measured and there is therefore a

possibility that the final amounts payable could differ to the amounts estimated for the

purposes of IAS 19.

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 2025. 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 18. 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.

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213

35 Related parties

Group and Company

Identity of related parties

The Group has a related party relationship with its subsidiaries, joint ventures and with its

key management personnel.

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. In addition, prior to his appointment as Director, Joshua Hoopes in his

role as Agriculture CEO is considered to also be key management personnel.

Other than remuneration, there are no transactions between the continuing Group and the

key management personnel. At both the current year end and prior year end there are no

balances receivable or payable with key management personnel.

Transactions with subsidiaries

	Company
	2025	2024
	£’000	£’000
Balances reported in the Balance Sheet
Amounts owed by subsidiary undertakings:
Non-current loans receivable	12,104	32,389
Other receivables	1,910	4,303
	14,014	36,692
Amounts owed to subsidiary undertakings:
Current loans payable	(7,223)	(1,580)
Other payables	(814)	(914)
	(8,037)	(2,494)
Transactions reported in the Income Statement
Management charges receivable	2,312	2,794
Dividends receivable	1,870	–
Interest receivable	1,299	1,682

In the prior year non-current loans receivable included one non-interest bearing loan with

a face value of £7.4m which was recognised at fair value based on a market rate of interest.

Included within other receivables is £549,000 (2024: £2,394,000) in respect of loans owed by

subsidiary undertakings.

Transactions with joint ventures

	Group		Company
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Balances reported in the Balance
Sheet
Amounts owed by joint ventures:
Trade and other receivables	33	204	–	–
	33	204	–	–
Amounts owed to joint ventures:
Trade and other payables	–	(20)	–	–
	–	(20)	–	–
Transactions reported in the Income
Statement
Revenue	785	929	–	–
Management charges receivable	59	60	–	–
Dividends receivable	–	–	–	845
Purchases	(334)	(400)	–	–

36 Post balance sheet events

On 3 December 2025 the Group announced that it had reached agreement for the

acquisition of Domino Industria E Comercio LTDA (trading as ‘Macal’), based in Campo

Grande, Brazil. The transaction is expected to complete in 6-8 weeks with initial purchase

consideration of £5.0m with a further £0.8m-£1.9m payable in March 2028 subject to

business performance.

Also since the year end, in November the Group entered into a new main banking facility

with HSBC UK Bank PLC. The new facility is a £20m committed revolving credit facility and a

£10m uncommitted facility and is in place until November 2028 with the potential to extend

beyond that date by two further one-year periods. HSBC UK Bank PLC hold a registered

fixed and floating charge over the assets of the parent Company and subsidiaries that are

party to the facility. The Group’s previous main banking facility up to November was with

Clydesdale Bank plc (Trading as Virgin Money).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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FIVE-YEAR STATEMENT

Continuing operations

Revenue and results

(Restated)

1,2

2021

£’000

(Restated)

2022

£’000

(Restated)

1,3

2023

£’000

2024

£’000

2025

£’000

Revenue 68,461 75,728 81,815 75,701 78,834

Operating profit/(loss) 5,670 5,411 (871) (6,795) 2,386

Analysed as:

Adjusted operating profit 7,478 6,467 2,845 2,168 3,668

Adjusting items (1,808) (1,056) (3,716) (8,963) (1,282)

Operating profit/(loss) 5,670 5,411 (871) (6,795) 2,386

Finance income 249 334 814 1,013 1,013

Finance costs (518) (613) (715) (681) (505)

Profit/(loss) before taxation 5,401 5,132 (772) (6,463) 2,894

Analysed as:

Adjusted profit before taxation 7,209 6,188 2,944 2,500 4,176

Adjusting items (1,808) (1,056) (3,716) (8,963) (1,282)

Profit/(loss) before taxation 5,401 5,132 (772) (6,463) 2,894

Taxation (1,244) (431) (72) 1,974 133

Profit/(loss) for the year from continuing operations 4,157 4,701 (844) (4,489) 3,027

Discontinued operations

Profit/(loss) for the year from discontinued operations 5,440 (4,993) 83 (1,231) 16,906

Profit/(loss) for the year 9,597 (292) (761) (5,720) 19,933

Earnings/(loss) per share – basic (continuing operations) 4.5p 5.0p (1.0)p (4.8)p 3.5p

Earnings per share – adjusted (continuing operations) 6.2p 5.9p 2.5p 2.6p 4.4p

Dividends per Ordinary Share 5.0p 5.2p 5.2p 5.2p 2.4p

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 in relation to the recognition of revenue from customer contracts within the Engineering Division.

3 Restated in relation to previously netted amounts in a UK Agriculture business and reusable packaging in a US Agriculture business. In the information shown in the table above, this only impacts revenue and has no

impact to profit.

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FIVE-YEAR STATEMENT CONTINUED

Net assets employed

(Restated)

2021

£’000

(Restated)

2022

£’000

(Restated)

2023

£’000

2024

£’000

2025

£’000

Non-current assets

Goodwill 31,560 23,609 19,161 2,068 2,068

Other intangible assets 5,151 4,635 3,318 32 31

Property, plant and equipment 36,198 33,204 29,950 9,900 8,941

Right-of-use assets 16,777 8,223 7,323 656 853

Investment property 152 74 2,640 316 –

Investments 23,822 6,097 6,128 6,314 7,122

Contract assets 312 316 – – –

Financial assets

– Non-current receivables 20 23 21 – –

Retirement benefit asset 9,371 6,828 5,316 1,807 –

Deferred tax assets 182 213 26 208 2,428

123,545 83,222 73,883 21,301 21,443

Current assets

Inventories 43,226 26,990 26,613 12,062 12,298

Contract assets 7,202 7, 564 7,915 – –

Trade and other receivables 61,735 21,556 26,894 10,352 10,644

Current tax assets 2,669 3,866 3,895 712 6

Financial assets

– Restricted cash – – – – 4,573

– Cash and cash equivalents 24,309 22,515 23,123 13,714 7,855

Assets included in disposal groups and other assets classified as held for sale – 144,389 – 85,663 2,939

139,141 226,880 88,440 122,503 38,315

Total assets 262,686 310,102 162,323 143,804 59,758

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FIVE-YEAR STATEMENT CONTINUED

Net assets employed

(Restated)

2021

£’000

(Restated)

2022

£’000

(Restated)

2023

£’000

2024

£’000

2025

£’000

Current liabilities

Financial liabilities

– Borrowings (11,113) (12,734) (13,714) (2,764) (1,803)

– Leases (2,967) (1,416) (1,264) (267) (183)

– Derivative financial instruments – (62) (4) – –

Contract liabilities (3,312) (2,426) (5,194) – –

Trade and other payables (69,526) (23,541) (18,858) (10,707) (11,741)

Current tax liabilities (42) (711) (131) – (10)

Liabilities included in disposal groups classified as held for sale – (101,566) – (31,748) (1,477)

(86,960) (142,456) (39,165) (45,486) (15,214)

Non-current liabilities

Financial liabilities

– Borrowings (23,159) (23,805) (5,206) (2,913) (3,492)

– Leases (12,458) (6,128) (5,559) (448) (759)

Retirement benefit obligation – – – – (2,896)

Deferred tax liabilities (5,503) (5,048) (4,447) (23) –

Other non-current liabilities (55) (336) (71) – –

(41,175) (35,317) (15,283) (3,384) (7,147)

Total liabilities (128,135) (177,773) (54,448) (48,870) (22,361)

Net assets 134,551 132,329 107,875 94,934 37,397

1 Restated in relation to the recognition of revenue from customer contracts within the Engineering Division.

2 Restated in relation to previously netted amounts in a UK Agriculture business and reusable packaging in a US Agriculture business. 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.

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217

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 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 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 opposite. 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 opposite.

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 opposite.

Return on capital employed Adjusted operating profit as a percentage of capital employed. Capital employed is calculated as total assets less current liabilities, excluding the retirement

benefit asset and restricted cash which do not contribute to the Group’s operations. This financial ratio allows users to understand how effectively and

efficiently the Group is using its assets (capital) to generate earnings. The calculation of return on capital employed is shown opposite.

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 opposite.

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ALTERNATIVE PERFORMANCE MEASURES GLOSSARY CONTINUED

The following tables show reconciliations and calculations that are not presented elsewhere

in this Annual Report and Accounts.

Operating cash flow

Continuing operations

2025

£’000

2024

£’000 Change

Cash generated from operating activities per the

consolidated statement of cash flows 3,924 4,249 -7.6%

Gross margin

Continuing operations

2025

£’000

2024

£’000 Change

Reported revenue 78,834 75,701 +4.1%

Reported gross profit 17,088 14,267 +19.8%

Gross profit as a percentage of revenue 21.7% 18.8%

Adjusted Group operating margin

Continuing operations

2025

£’000

2024

£’000 Change

Reported operating profit/(loss) 2,386 (6,795) +135.1%

Adjusting items (Note 5) 1,282 8,963

Adjusted operating profit 3,668 2,168 +69.2%

Reported revenue 78,834 75,701

Adjusted operating profit as a percentage of

reported revenue 4.7% 2.9%

Return on capital employed

Continuing operations

2025

£’000

2024

£’000

Reported operating profit/(loss) 2,386 (6,795)

Adjusting items (Note 5) 1,282 8,963

Adjusted operating profit 3,668 2,168

Total assets per the consolidated balance sheet 59,758 143,804

Retirement benefit asset – (1,807)

Restricted cash (4,573) –

Assets of disposal groups and other assets classified as

held for sale (Note 9) (2,939) (85,663)

Current liabilities per the consolidated balance sheet (15,214) (45,486)

Liabilities of disposal groups classified as held for sale (Note 9) 1,477 31,748

Capital employed 38,509 42,596

Adjusted operating profit as a percentage of capital employed 9.5% 5.1%

Ratio of net (cash)/debt to adjusted EBITDA

Continuing operations

2025

£’000

2024

£’000

Adjusted EBITDA (Note 2) 3,497 2,452

Net cash (Note 32) 2,560 8,037

Ratio of net (cash)/debt to adjusted EBITDA (0.73) (3.28)

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219

DIRECTORY OF OPERATIONS

Fevara plc

Warwick Mill Business Centre

Warwick Bridge

Carlisle

Cumbria

CA4 8RR

Tel: 00 44 (0)1228 554600

Web: www.fevara.com

Agriculture

ACC Feed Supplement LLC*

5101 Harbor Drive

Sioux City

Iowa 51111

USA

Tel: 00 1 712 255 6927

AminoMax

Lansil Way

Lancaster

LA1 3QY

Tel: 00 44 (0)1524 597 200

Animal Feed Supplement, Inc

11094 Business 212, PO Box 188

Belle Fourche

South Dakota 57717

USA

Tel: 00 1 605 892 3421

Animal Feed Supplement, Inc

PO Box 105, 101 Roanoke Avenue

Poteau

Oklahoma 74953

USA

Tel: 00 1 918 647 8133

Caltech

Solway Mills

Silloth, Wigton

Cumbria

CA7 4AJ

Tel: 00 44 (0)16973 32592

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: 00 1 877 618 6455

Scotmin

13 Whitfield Drive

Heathfield Industrial Estate

Ayr, KA8 9RX, UK

Tel: 00 44 (0)1292 280 909

Silloth Storage Company

Limited*

Station Road, Silloth

Wigton, Cumbria

CA7 4JQ

Engineering

Chirton Engineering Limited

Unit 4A, Tyne Tunnel Trading Estate

High Flatworth

North Shields

Tyne and Wear

NE29 7SW, UK

Tel: 00 44 (0)191 296 2020

* Joint venture company

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REGISTERED OFFICE AND ADVISERS

Registered Office

Fevara plc

Warwick Mill Business Centre

Warwick Bridge

Carlisle

Cumbria

CA4 8RR

Registered No. 00098221

Chartered Accountants and Statutory Auditors

Grant Thornton UK LLP

Landmark

St Peter’s Square

1 Oxford Street

Manchester

M1 4PB

Bankers

HSBC UK Bank PLC

2-4 St Ann’s Square

Manchester

M2 7HD

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

Hudson Sandler

25 Charterhouse Square

London

EC1M 6AE

Solicitors

Ashurst LLP

London Fruit & Wool Exchange

1 Duval Square

London

E1 6PW

Registrar

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds

LS1 4DL

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Fevara plc Annual Report & Accounts 2025

221

NOTES

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222

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Warwick Mill Business Centre

Warwick Bridge

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United Kingdom