ANNUAL REPORT AND ACCOUNTS 2024

INTRODUCTION

A.G. BARR is a UK-based branded

multi beverage business focused

on growth and the creation of

long-term shareholder value.

Established almost 150 years ago in Scotland,

now operating across the UK and with export

markets throughout the world, we strive to grow

our business both organically and through

targeted acquisition.

Employing over 1,000 people across four business

divisions and nine UK locations, we are proud

to be a responsible business that listens to our

consumers, builds lasting customer relationships,

takes care of our people, values diversity, gives

something back to our communities and works

to minimise our environmental impact.

Ambitious and value-driven,

with strong consumer focus,

we are brand owners and

builders, offering a diverse

and differentiated portfolio

of brands that people love.



For more information

visit our website agbarr.co.uk

Our locations

Offices

Cumbernauld – Head Office; Bolton (Barr

Soft Drinks); Camden (FUNKIN and MOMA);

Leeds (Boost)

Barr Soft Drinks

Factories

Cumbernauld; Milton Keynes; Forfar

Distribution centres

Cumbernauld; Milton Keynes

Distribution depots

Dagenham; Moston; Wednesbury



For more information

visit our website agbarr.co.uk

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Strategic Report

Our purpose, values and culture 1

Highlights of the year 2

Investment case 3

Our business and brands 4

Chair’s introduction 6

Our business model 8

Our strategy 10

Financial key performance indicators 12

Non-financial key performance indicators 13

Chief Executive’s review 14

Our strategy in action 18

Responsible business report 20

Financial review 44

Risk management 48

Corporate Governance

Board of Directors 56

Corporate Governance Report 58

Audit and Risk Committee Report 70

Directors’ Remuneration Report 74

Directors’ Report 106

Statement of Directors’ Responsibilities 112

Accounts

Independent Auditor’s Report to the

members of A.G. BARR p.l.c. 113

Consolidated Income Statement 122

Statements of Financial Position 123

Statement of Comprehensive Income 124

Statement of Changes in Equity 125

Cash Flow Statements 127

Notes to the Accounts 128

Glossary 180

Reconciliation of Non-GAAP Measures 181

Notice of Annual General Meeting 185

Corporate Governance

Our section 172(1) statement describing how the directors

have had regard to the matters set out in section 172(1)(a)

to (f) when performing their duties under section 172 of the

Companies Act 2006 is set out in the Corporate Governance

Report on pages 61 to 69 and is incorporated by reference

into this Strategic Report.

OUR PURPOSE, VALUES AND CULTURE IN THIS REPORT

Our purpose:

To create value, with values –

for our shareholders,

consumers, customers

and for society as a whole.

We do this by:

Building great brands.

Our business purpose has always been

underpinned by strong values. We believe

that how we act reflects who and what we are.

We strive to behave responsibly across our

four core values.

For nearly 150 years we have developed a

positive, results-driven and supportive culture.

As we grow our business organically and

through acquisition, it is important that we retain

the entrepreneurial spirit of the new and exciting

additions to our Group, while also ensuring that

we continue to value and nurture the unique

essence of what makes A.G. BARR a great

business to be part of.

For more information on our people, culture

and employee values see pages 23 to 27.



Acting with integrity

Respecting the environment

Supporting healthy living

Giving back

OUR FOUR CORE VALUES:

A.G. BARR p.l.c. Annual Report and Accounts 2024

HIGHLIGHTS OF THE YEAR

Revenue

£400m

+25.9%

Employee engagement

76%

Women in Leadership

42%

Adjusted profit before tax*

£50.5m

+16.1%

Full year dividend*

15.05p

No Time To Waste environmental

sustainability programme

90%

reduction from each of our

new biomethane-fuelled trucks

For more information on our KPIs

see page 13



* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided

in the Glossary on pages 180 to 184.

Profit before tax

£51.3m

+15.5%

Acquisitions during the year

tropical drinks brand RIO

Basic earnings per share (EPS)

34.59p

+13.5%

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Find out more about our stakeholder engagement

on pages 61 to 65



INVESTMENT CASE

0101

Ambitious with

value-driven

strategy

0202

Strong core brands

with challenger

mentality

0303

Clear growth

opportunities

0404

Disciplined

capital allocation

0505

Responsible

and sustainable

0606

Financial

strength

Why

invest

in us?

FIND OUT MORE ABOUT OUR

COMPETITIVE ADVANTAGES

Our business model can be found

on pages 8 and 9

A.G. BARR p.l.c. Annual Report and Accounts 2024

OUR BUSINESS AND BRANDS

We are brand owners and builders, offering a

diverse and differentiated portfolio of brands

that people love.

Barr Soft Drinks Boost Drinks

At our core is Barr Soft Drinks, brightening people’s

lives with refreshingly different soft drinks.

Whether it’s the iconic IRN-BRU, launched in 1901

and still going strong today, the vibrant RUBICON fruit

based brand or the unique range of BARR flavours,

Barr Soft Drinks’ brands offer people a choice of

great tasting products and bring exciting innovation

to the market, available across multiple channels.

The BOOST business is always looking for new trends

and to appeal to the evolving tastes of drinkers.

Enjoying a very strong position within the UK

independent retail channel, BOOST offers an exciting

range of flavours across several functional drinks

categories – Energy Stimulation, Sport and Iced

Coffee. To further strengthen the Boost business’s

portfolio we acquired the tropical fruit drinks brand

RIO in 2023.

Established

1875

Employees

931

Established

2006

Acquired

2022

Employees

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

FUNKIN MOMA

FUNKIN operates within the exciting and dynamic

cocktail market. Real fruit means authentic taste and

FUNKIN believes that to shake the best cocktail you

have to use the best ingredients. That’s why they use

the best fruit to create their premium products, famous

amongst top bartenders. As the UK’s number 1 cocktail

brand FUNKIN provides innovative and unique purées,

syrups, mixers and a growing ready to drink cocktail

range, for behind the bar and at home. Making

ordinary moments extraordinary.

MOMA uses a blend of the highest quality wholegrain

jumbo oats that give its oat drinks a full-bodied ﬂavour

and its porridge a distinctively creamy texture. MOMA

believes in crafting simple, natural ingredients into

food and drink that tastes awesome, because a little

extra skill and care turns ‘good for you’ into ‘great’.

Established

1999

Acquired

2015

Employees

Established

2006

Acquired

2022

Employees

Business divisions

Number of brands

1,030

Employees

UK sites

INFORMATION ON OUR FULL

PORTFOLIO OF BRANDS

can be found at www.agbarr.co.uk/our-brands



A.G. BARR p.l.c. Annual Report and Accounts 2024

CHAIR’S INTRODUCTION

I am pleased to report that A.G. BARR

has enjoyed a further year of significant

progress across multiple fronts, in

addition to delivering an excellent

financial performance.

Mark Allen OBE

Chair

Overview

Revenue grew by 25.9% year-on-year and we

finished the year with adjusted profit before tax*

of £50.5m, 16.1% ahead of the prior year.

Despite continued global macro uncertainty and

volatility we have navigated these challenging

times well. Our long-term growth strategy has

been well executed during the year. We have

continued to invest in our brands, people and

infrastructure and have made good progress

against our medium-term margin development

plans, following the first full year of ownership

of the higher growth but currently lower margin

Boost and MOMA businesses.

Highlights during the year included:

• Strong revenue and volume growth across

our soft drinks portfolio, with a standout

performance from the Rubicon brand

• Good progress on a number of fronts in

the first full year of ownership of the Boost

business alongside the acquisition of the

Rio tropical fruit drinks brand

• Margin rebuild plan well underway,

accompanied by strong cash generation

and balance sheet strength

Our performance has been delivered by an

excellent team of people across the whole

Group, who have worked hard in the execution

of our winning strategy.

Dividend

The Board is pleased to maintain its progressive

dividend policy and recommends a final dividend

of 12.40p per share to give a proposed total

dividend for the full year of 15.05p per share.

This represents year-on-year growth of 14.9%

(2022/23: 13.10p). The final dividend is payable

on 7 June 2024 to shareholders on the Register

of Members at the close of business on 10 May

2024. The ex-dividend date is 9 May 2024.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Board

As planned, after 62 years with the business,

Robin Barr stepped down from the Board in

May 2023. We were pleased to welcome

Julie Barr and Louise Smalley as Non-Executive

Directors during the course of the year.

In August 2023, after over 21 years as CEO,

Roger White announced his intention to retire

from the business. He will step down from

the Board at the end of April 2024, remaining

available until the end of July to support a

smooth leadership transition.

Roger has led the transformation of A.G. BARR

from a regional soft drinks business into the

highly successful multi-beverage, branded

company that it is today and he has been

instrumental in delivering significant value

to shareholders, stakeholders and employees.

It has been a great pleasure to work with Roger

and on behalf of the Board I would like to thank

him for the huge contribution he has made to

A.G BARR’s success over two decades as CEO

and to wish him well for the future.

I was delighted to communicate earlier this year

that Euan Sutherland will join as the Group’s CEO

with effect from 1 May 2024. Euan has a wealth

of consumer goods experience, an excellent

track record in delivering sustainable growth and

a history of improving efficiency and profitability

through major transformation programmes.

Euan is well placed to lead A.G. BARR through

the next exciting phase of its development and

to ensure the continued long-term success of

the business.

Responsibility

Our Environmental, Social and Governance

Board sub committee is now well established and

providing important oversight and direction for

the Group, with a particular focus over the past

12 months on our environmental sustainability

progress and our net-zero roadmap.

We continue to make good progress across our

broader responsibility agenda. Highlights during

the course of the year include FUNKIN’s

achievement of B Corp status*, validating its

high social and environmental standards, as

well as external recognition, received from both

customers and industry bodies, of the progress

we have made. Further details can be found

within our Responsible Business Report.

People and culture

I have previously referenced A.G. BARR’s unique

and positive culture. I am pleased to update

shareholders that our levels of employee

engagement as measured by our Everyone

Barr None survey, have risen further over the last

12 months. This reflects the steps we continue

to take, supporting our colleagues across areas

such as diversity and equality, reward, mental

health, learning and development as well as

workplace flexibility.

We continue to build on our unique culture,

protecting and supporting the individuality

of our business divisions, people and brands.

Over the course of the year, we have been

encouraged by the open and constructive

feedback received at various Board engagement

sessions which now informs much of our thinking,

planning and future actions.

We are equally as proud of our values and

behaviours as we are of our financial performance.

Prospects

Looking ahead, while we operate in what is

likely to remain a volatile environment, I am

confident that we have a Group with growth

momentum, market-leading brands, a strong

margin rebuild plan which is well underway

and a long-term strategy which will deliver

superior shareholder returns.

Mark Allen OBE

Chair

26 March 2024

* Items marked with an asterisk are non-GAAP measures.

Definitions and relevant reconciliations are provided in the

Glossary on pages 180 to 184.

OUR FINANCIAL PERFORMANCE

Basic Earnings per share

Reported profit attributable to equity

holders divided by weighted average

number of shares in issue.

Dividend

Total dividend declared for the full year

excluding any special dividend.

2024

34.59p

2023

30.47p

+13.5%

2024

15.05p

2023

13.10p

+14.9%

A.G. BARR p.l.c. Annual Report and Accounts 2024

OUR BUSINESS MODEL

WHAT WE DO

Our business model

aims to be simple,

effective and profitable.

We make…

We behave

responsibly…

We move…

We pride ourselves on our safe and effective manufacturing

capabilities. We produce high quality brands across our

well-invested and efficient Barr Soft Drinks production sites

in Cumbernauld and Milton Keynes alongside our water

production facility at Forfar. With glass, carton, plastic and

can capability, we produce 99% of Barr Soft Drinks’ products

in-house. We directly source many of our key raw materials,

with a particular competency in exotic fruit, develop our

own recipes and design all our packaging – all underpinned

with the aim of reducing our environmental impact and

supporting continuous improvement.

With our own fleet of more than 60 vehicles, as well as

long-standing relationships with our key distribution

partners, our business model supports our drive to deliver

great service to all our customers. Operating across

multiple routes to market, we have a well established and

efficient distribution network servicing our diverse sales

channels. Our operating model is both flexible and agile.

We take our responsibilities seriously and continuously strive to be

a sustainable and responsible business. In particular we have an

important role to play in the transition to a low carbon and

climate-resilient economy and this is becoming an increasingly

important and integral part of our overall A.G. BARR business model.

Our responsible behaviour also encompasses our management of

risk, ensuring that we are thinking ahead and taking mitigating actions

where appropriate. We have a robust risk management framework

embedded across the business, allowing a wide range of employees

at different levels to contribute.

FUNKIN

Boost

Barr Soft Drinks

MOMA

Partial in-sourced production by Barr Soft Drinks

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

We market… We sell…

Shareholders

£14.7m

of dividends paid during the year

£17.8m

re-invested in long-term business growth

through annual cash capital expenditure*

Employees

£56.6m

paid in salaries and wages to

our employees across the UK

Suppliers

and customers

100+

suppliers directly contracted and working

closely with thousands of customers

UK economy and communities

96%

of our revenue is generated in the UK, and

through our £11.7m corporation tax and £6.3m

national insurance payments to the government,

we continue to play our part in growing the UK

economy while also donating over £78k to good

causes across our communities

* See page 127

WE CREATE VALUE,

WITH VALUES…

Our business model has proven

successful for almost 150 years

and continues to create and

deliver value, with values, to

a wide range of stakeholders.

From IRN-BRU’s signature style of maverick adverts to

FUNKIN’s unique social engagement, when it comes to

marketing, innovating and building our brands we like to

have some fun and to appeal to the widest possible range

of consumers. Whether through mainstream advertising,

digital and social media, sponsorship or supporting local

community events, we use our creativity and consumer

insight to deliver distinctive and memorable brand

building activity.

Building long-lasting relationships with our customers

across all our key markets is fundamental to our business.

Whether it’s a large food retailer, a wholesaler, a regional

restaurant group or a local independent shop, we work

collaboratively with all our customers to understand their

businesses and find winning consumer propositions in a

practical and profitable way.

More information on our responsible

actions can be found on pages 20 to 43

and a full review of our principal risks

is detailed on pages 49 to 54.

A.G. BARR p.l.c. Annual Report and Accounts 2024

OUR STRATEGY

Connecting

with consumers

Building

brands

Driving

efficiency

Building

trust

Consumer insight drives our business. Consumer

preferences are changing and we take the time

to listen, to understand and to respond

proactively to ensure our portfolio of brands

constantly develops to meet our consumers’

changing needs.

At an A.G. BARR Group level this insight is a key

factor in how we identify potential acquisition

targets. We monitor consumer trends closely,

specifically in relation to fast moving packaged

consumer goods, identifying developments in

the beverage sector as well as emerging or

high growth categories of interest.

At a business division level these consumer

trends underpin our approach to innovation,

including product, packaging and ingredients,

as well as our consumer engagement and

marketing activities.

We are brand owners and builders, growing

our diverse and differentiated brand portfolio

both organically and through acquisition.

For our existing portfolio of powerful brands

we do this in a number of ways – we innovate,

we grow brand awareness, we develop loyalty

through consumer engagement activity, and

we build our product distribution through

effective sales execution with customers.

We are ambitious, with a proven track record

of successfully acquiring new brands. Our core

competency lies in soft drinks, however we have

broadened our brand portfolio in recent years

with a particular focus across the multi-

beverage landscape.

We continually strive for greater effectiveness

across our business, investing for growth,

efficiency and sustainability, while also ensuring

strong financial controls.

From investment in new software solutions to

an increasing focus on digital development and

automation, as our business develops we are

committed to driving continuous improvement

across our processes and infrastructure.

And in our Barr Soft Drinks business division

we continuously invest in our asset base,

driving operational improvements and flexibility

through our capital investment programmes,

equipping us with some of the industry’s most

efficient operational capability.

Building and maintaining long-lasting trust

and successful relationships is central to our

business and always has been. Our responsible

behaviour over nearly 150 years has created

a firm foundation, upon which we want to

build further.

Being a trusted business that acts with integrity

is fundamental to our stakeholder relationships

– from our consumers and customers to our

suppliers and communities. Equally, as the

world around us evolves, with climate change in

particular becoming increasingly more pressing,

our strategic choices are more than ever

informed and supported by our desire to do the

right thing and to play our part in addressing

the key issues facing the world and society.

Our overarching purpose is to create value, with values – for our

shareholders, consumers, customers and for society as a whole.

We do this by building great brands.

Our strategic priorities bring this purpose to life and set out the

steps we take to build a great business with great brands.

Strategic priorities

Purpose

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

OUR KEY RESPONSIBILITY

COMMITMENTS

Behaving responsibly for over 145years. We are proud of

our brands and business. We are also proud of the positive

contribution we believe we make to society. It is our belief

that how we act reflects who and what we are.

We act with

integrity

We respect

the environment

We support

healthy living

We give back

More information on our

responsible actions can be

found on pages 20 to 43

A.G. BARR p.l.c. Annual Report and Accounts 2024

£400.0m

£317.6m

2024

2023

38.6%

40.3%

2024

2023

£50.5m

£43.5m

2024

2023

18.7%

18.0%

2024

2023

15.4%

17.1%

2024

2023

12.3%

13.6

2024

2023

£48.5m

£35.9m

2024

2023

34.59p

30.47p

2024

2023

15.05p

13.10p

2024

2023

Revenue

£400.0m

25.9%

Adjusted operating margin*

12.3%

(130)bps

Adjusted EBITDA margin*

15.4%

(170)bps

Return on capital employed*

18.7%

70bps

Net cash from operating activities

£48.5m

35.1%

Basic earnings per share

34.59p

13.5%

Full year dividend per share*

15.05p

14.9%

Gross margin*

38.6%

(170) bps

Adjusted profit before tax*

£50.5m

16.1%

FINANCIAL KEY PERFORMANCE INDICATORS

Cash generated in the ongoing regular business activities

in the year

Reported gross profit divided by revenue. Reported profit before tax after adjusting items.

Adjusted operating profit and before the deduction

of interest and taxation, divided by revenue.

EBITDA (defined as adjusted operating profit before

depreciation and amortisation) divided by revenue.

Reported profit before tax as a percentage of invested

capital. Invested capital is defined as year end non-current

plus current assets less current liabilities excluding all

balances relating to any provisions, financial instruments,

interest-bearing liabilities and cash or cash equivalents.

Reported profit attributable to equity holders divided

by weighted average number of shares in issue.

Total dividend declared for the full year.

The increase in value of revenue recorded relative to the

prior year. Like-for-like revenue growth*, which excludes

the impact of the Boost acquisition, was 8.0%.

More information on our performance can be found in our CEO Statement

on pages 14 to 17 and in our Financial Review on pages 44 to 47.

* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 180 to 184.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

2.7

4.0

8.6

9.0

7.1

2024

2023

2022

2021

2020

76.0%

75.0%

77.0%

2024

2023

2022

2021

2020

N/A

42.0%

38.0%

41.0%

39.0%

2024

2023

2022

2021

2020

100%

97.2%

2024

2023

2022

2021

2020

10.7%

7.1%

5.1%

Baseline year

2024

2023

2022

2021

43.0%

38.0%

33.0%

Baseline year

2024

2023

2022

2021

Accident incident rate

2.7

Employee engagement

76%

Women in leadership

42%

Non-hazardous waste diverted from landfill

100%

Improvement in water usage efficiency

10.7%

Carbon emission reduction across our operations

43%

NON-FINANCIAL KEY PERFORMANCE INDICATORS

Number of accidents (RIDDOR) per 1,000 people – relative

to both our employees and agency workers. 2023 includes

Boost and MOMA data from the dates of acquisition.

Further information is provided in our safety and wellbeing

culture section on pages 23 to 24.

NON-FINANCIAL KEY PERFORMANCE INDICATORS

As measured by our annual employee survey. Due to

the impact of the pandemic, no survey was conducted

in 2020/21. 2023 excludes Boost and MOMA which were

not part of the A.G. BARR Group at the time the survey

was conducted.

Number of females defined as leaders/senior managers

at the close of the financial year. See page 26 for further

information.

Percentage reduction in total Scope 1 and Scope 2 greenhouse

gas emissions versus 2021 baseline year using a market-based

approach. 2024 Scope 1 data provided in the SECR section on

page 40 reflects a change in methodology not yet factored

into the baseline year. To allow a like for like comparison with

the baseline year, this KPI excludes the impact of the changed

methodology. Including it would result in a 5% reduction against

the baseline year. See page 40 for further information.

KPI reset in 2021 following detailed analysis of our water

footprint, our refreshed water strategy and action plan.

Ratio of total water used relative to total litres of product

produced. Further information is provided in our waste

and water section on page 32.

Quantity of non-hazardous waste from Company-owned

sites diverted from landfill relative to total non-hazardous

waste.

In support of our responsibility commitments we measure a range of non-financial KPIs as set out below:

Find out more about our responsibility

commitments in our responsibility report

More on page 21

A.G. BARR p.l.c. Annual Report and Accounts 2024

CHIEF EXECUTIVE’S REVIEW

Over the past 12 months we delivered

an excellent financial performance

and made significant progress across

our strategic objectives.

Roger White

Chief Executive

Overview

I am delighted to report our results for the

52 weeks ended 28 January 2024.

As this is my final annual reporting of A.G. BARR

results I wanted to take the opportunity to say

how exceptionally proud I am of all the teams

across the Group who make this such a unique

and special business.

Over the past 12 months we have delivered

an excellent financial performance and made

significant progress across our strategic

objectives. We have navigated the challenges

of persistent inflation, a volatile regulatory

environment and changing consumer habits,

delivering well against our priorities.

The following financial metrics quantify our

strong performance:

• Revenue £400.0m ↑25.9%

• Adjusted profit before tax* £50.5m ↑16.1%

• Reported profit before tax £51.3m ↑15.5%

• Net cash at bank* £53.6m ↑1.3%

• Basic earnings per share 34.59p ↑13.5%

Definitions of adjusted items are provided

on page 180.

Strategic objectives

We are driven by our overarching Group purpose

– to create value with values – underpinned by

our consistent strategic priorities:

• Connecting with consumers

• Building brands

• Driving efficiency

• Building trust

During the year we leveraged our capabilities

to drive superior growth across the Group, both

in value and volume. In this period of significant

inflation during which volume growth has been

hard to come by, our performance is all the

more pleasing.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

We continued to invest across the Group in

support of our long-term organic revenue and

profit growth ambitions. We have also benefited

from the growth and diversification that our

recent acquisitions have brought to the Group,

further reinforcing the importance of such

value-adding acquisitions as part of our overall

growth strategy. Our growing brand portfolio

is strongly aligned with current consumer and

category trends, providing choice for all.

Soft drinks market

Across the period the total UK soft drinks market

increased in value by 8.3% while volumes

declined by 2.9%. These trends were similarly

reflected in both the Carbonates and Stills sub

sectors. The high levels of price inflation prevalent

across the market in 2022 continued into 2023,

however the scale of these inflationary increases

eased somewhat in the latter part of the year.

Within soft drinks market sub categories, while

lemonade and mixers continued to decline,

Energy and Sports once again significantly

outperformed the market, with strong gains

in both value and volume terms.

We are pleased to report that the Group’s soft

drinks portfolio, supported by our brand building

and pricing strategy, delivered both value and

volume market share gains in the period.

Source: Circana Total Soft Drinks Market 52 weeks to

27 January 2024.

Cocktail market

The on-trade channel remained variable across

the year, with late night venues in particular

experiencing reduced footfall in the context of

consumers feeling the impact of increased cost

of living pressures. Despite these tougher market

conditions, the value of cocktails remained flat

at £688m and cocktail penetration increased –

one in five (9.4m) on-premise GB consumers

now drink cocktails out of home, a 0.2% increase

on the prior year.

Growth of ready to drink (RTD) products has

continued at pace within the UK take home

market, now worth £544m. Cocktails have been

the main growth driver within the total RTD

category, increasing in value by 19.2%, more

than four times the rate of the RTD category

as a whole. FUNKIN remains the number one

RTD cocktail brand within this growing sector.

Source: CGA Mixed Drinks Report Q3 2023; Nielsen Pre-Mixed

Alcoholic Drinks Total Coverage Data MAT 27/01/2024

Plant-based milk market

The value of the plant-based milk market grew

year-on-year by 1.2% with volumes down 8.6%

and is now worth £369m. Oat milk continued

to be the key growth driver in the category with

volume growth of 2.9% and value sales up 12%,

compared to value declines in almond (down 11%),

soya (down 7%), and coconut (down 11%) milks.

Oat milk’s share of the total plant-based milk

market increased to 59%, up from 53% in the

previous year, with 21% of UK households now

purchasing oat milk.

MOMA grew significantly ahead of the total

plant-based milk market with sales up 37%,

driven by its specific focus on the growing oat

milk sub category, its strong brand momentum

as well as distribution gains.

Sources: Nielsen Total Market Plant-Based Milk

52 weeks to Dec 23; Kantar UK Household Penetration

52 weeks ending 02/11/2023.

Porridge market

The value of the total porridge market grew 13%

versus the prior year with volumes down 0.7%

and is now worth £249m. All porridge

subcategories were in value sales growth, with

the convenience-focused pots segment showing

the fastest growth, up 18%.

MOMA’s porridge pot range grew ahead of the

market, up 20% in value driven by strong sales

momentum and distribution gains in large

multiple retailers.

Source: Nielsen Total Porridge 52 weeks to Dec 23.

OUR FINANCIAL PERFORMANCE

Revenue

The increase in value of revenue

recorded relative to the prior year.

Adjusted profit before tax

Adjusted profit before tax is

reported profit before tax after

adjusting items.

2024

£400.0m

2023

£317.6m

+25.9%

2024

£50.5m

2023

£43.5m

+16.1%

A.G. BARR p.l.c. Annual Report and Accounts 2024

Strategy

Connecting

with consumers

Consumer engagement has remained

fundamental to the delivery of our strategy

across the year. Our portfolio of brands appeals

to a wide demographic of consumers and we

employ a broad and varied range of activities

to increase brand awareness, create excitement,

build loyalty and offer choice.

Across our soft drinks portfolio we have invested

in a number of successful advertising and

marketing campaigns, including a new IRN-BRU

creative, “WIRE”, which engaged consumers in

the great IRN-BRU taste debate, Rubicon’s

successful “Made of Different Stuff” campaign,

with a strong social media focus, and Boost’s

“Let’s Do This” consumer advertising programme,

targeting growth across a range of channels.

FUNKIN’s summer campaign “It’s FUNKIN Time!”

raised brand awareness with 18 to 34-year olds

to 47%, while MOMA’s “The Barista’s Choice”

out of home and digital advertising campaign

promoted the brand’s credentials as a high-

quality oat drink perfect for both professional

baristas and home coffee making alike.

We believe sponsorship remains an important

means of connecting with consumers. As such

Rubicon RAW renewed its partnerships with

GB Snowsports and the Boardmasters Festival,

while Boost continued its partnership with Leeds

United Football Club, raising brand awareness

with football fans and beyond.

Building brands

Brand building is at the heart of our growth

strategy. Across the year we launched a number

of innovative new products, created exciting

flavours and limited editions, and gained

incremental customer distribution through

effective sales execution within multiple channels.

Our core soft drinks brands performed

very strongly.

IRN-BRU grew volume ahead of the market

and delivered an 8% increase in sales revenue.

IRN-BRU XTRA continued to grow, supported

by two sell-out Tropical and Ice Cream limited

edition flavours across the summer, reflecting

consumers’ ongoing preference for great

tasting, no sugar options.

Energy & Sports continue to be the fastest

growing subcategories within the UK soft drinks

market, up 16.4% and 54.8% respectively in value

terms. Boost brought strong incremental sales

to the Sport drinks market with its Raspberry &

Mango limited edition innovation, delivered

successful new product development to the

500ml can market with Blood Orange and

Raspberry Crush and reinvigorated the brand’s

citrus proposition with the introduction of 250ml

Lemon & Lime.

We now have greater scale and presence in

energy as we combine the Boost brand, Rubicon

RAW Energy and our new energy innovation,

PWR-BRU.

The Rubicon brand had an excellent year, with

sales up 15%, driven by growth across the full

brand portfolio. Rubicon’s exotic fruit proposition

and its vibrant and energetic brand positioning

are proving a winning combination, with

consumers keen to experience flavours and

products that differ from the norm.

FUNKIN’s innovation progressed at pace.

From new additions to its RTD range, including

Margarita, Aperitivo Spritz and a non-alcoholic

Passion Fruit Martini, to its new premium Double

Shot bar strength RTD cocktails in cans, the

brand remains the UK’s Number 1 cocktail

choice behind the bar and at home.

MOMA continued to build its position in the

plant-based oat drink market and within the

breakfast porridge category. With the range

growing to include an organic oat milk product,

and the development of a new professional

range designed specifically for the speciality

coffee sector, MOMA is a growing challenger

brand with strong British farming and craft

oat credentials.

In support of our brand-building strategy we

were pleased to acquire the tropical fruit drinks

brand Rio for a total consideration of £12.3m

in October 2023. Rio has been marketed, sold

and distributed on an exclusive licence basis by

Boost Drinks since 2021. The acquisition allows

us to realise the benefits of full brand ownership,

support Rio’s continued growth and accelerate

our manufacturing in-sourcing plans to access

margin benefits.

CHIEF EXECUTIVE’S REVIEW

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Driving efficiency

2023 was a year of further investment in

efficiency and continuous improvement across

the business.

Our multi-year capital investment programme

at our Cumbernauld site is progressing to plan

in its second year. This asset refresh programme

will deliver faster and more efficient production

lines, more dual production capability with our

Milton Keynes site, providing greater resilience

and flexibility, as well as contributing to our

net-zero roadmap, through lower emissions

and reductions in packaging weights.

Following the acquisition of the Boost business

in December 2022, we have commenced the

first phase of our planned manufacturing

in-sourcing activity. This in-sourcing, alongside

our overarching supply chain capital investment

programme, brings operational leverage

and synergy benefits supporting our margin

rebuild plans.

Building trust

It has been a further year of progress across our

responsible business priorities and commitments.

The FUNKIN business was delighted to achieve

B Corp accreditation, a further significant

milestone in FUNKIN’s development, certifying

its high standards of social and environmental

performance.

Our No Time To Waste environmental

sustainability programme continued to drive the

business towards the achievement of our

science-based targets and net-zero

commitment. Tangible progress across the year

included new bio-fuelled vehicles and further

increases in recycled content across our

packaging. This progress received welcome

external validation through an improved rating

(A) from the Climate Disclosure Project, widely

considered to be one of the most comprehensive

independent environmental data sets available.

We continued to support our people across

a variety of areas both professionally and

personally – from learning and development

opportunities to assistance with financial

planning – and we are pleased to report that

our employee engagement, measured by our

annual survey, saw Group-wide engagement

increase to 76%, versus an industry benchmark

of 69%. (Source: WorkL)

Building trust also extends to our customers

and suppliers with whom we aim to build strong

collaborative relationships. As an example,

Boost celebrated its 20th anniversary in

Northern Ireland with a retailer recognition

‘Always in your Corner’ campaign, and we

were delighted to achieve “Best Overall Service”

at the Scottish Wholesale Association’s awards

ceremony – our 12th win in 14 years.

* Items marked with an asterisk are non-GAAP measures.

Definitions and relevant reconciliations are provided in the

Glossary on pages 180 to 184.

Outlook

I would like to take the opportunity to thank all

of the teams across the Group who have worked

hard to deliver this excellent overall performance.

It has been a privilege to lead the business and

work alongside incredibly talented people.

We closed the year in strong financial health

and with our brands and business poised for

further growth. I have every confidence that

our strategy, alongside our results-driven teams,

unique brands and well-invested assets will

continue to support our growth and success

in the years ahead.

Roger White

Chief Executive

26 March 2024

Details of all our responsibility commitments, goals

and activities can be found on 20 to 43



Examples of our strategy in action can be found on

18 to 19



A.G. BARR p.l.c. Annual Report and Accounts 2024

OUR STRATEGY

IN ACTION

New IRN-BRU “WIRE” ad

Our latest IRN-BRU advert hit screens

in March, another movie parody focused

on the great IRN-BRU taste debate.

Connecting

with consumers

Boost and RIO

Successful initial in-house

manufacturing of Boost and

RIO brands.

Driving

efficiency

Winning with

our customers

Best Overall Service for Barr Soft

Drinks at the Scottish Wholesale

Association’s awards ceremony –

our 12th win in 14 years.

Building

trust

FUNKIN Innovates

New Double Shot bar strength cocktails.

Building

brands

B Corp

FUNKIN achieved B Corp status.

Building

trust

MOMA

New MOMA organic oat milk.

Building

brands

More information on our

strategy see 10 to 11



CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

We unleashed

the PWR of BRU

A bold new energy brand

from IRN-BRU.

Building

brands

Award-winning

innovation

Rubicon Rose Lemonade, a

Silver winner at The Grocer

magazine’s annual New

Product and Packaging

Awards.

Building

brands

Barr Soft Drinks

investment

Barr Soft Drinks’ £30m capital

investment programme on track.

Driving

efficiency

Rubicon

Successful new ‘Made of

Different Stuff’ campaign.

Connecting

with consumers

A.G. BARR p.l.c. Annual Report and Accounts 2024

We are pleased to introduce our most up to date Responsible

Business Report which sets out our ambitions, progress and future

plans related to our responsibility agenda. Our approach and

narrative remain consistent. The report also contains updates and

highlights on what has been achieved over the past 12 months.

We are proud of our brands and business. We are also

proud of the positive contribution we believe we make

to society. It is our belief that how we act reflects who

and what we are.

For almost 150 years we’ve been brand owners and

builders, offering a diverse and differentiated portfolio

of brands that people love and our business has grown

as a result. The continued financial strength of our

business is important not only to our employees and

our shareholders, but also on a broader basis, where

our performance positively impacts a wide range of

stakeholders and the UK economy.

Our overarching business purpose is to create value,

with values – for our shareholders, consumers,

customers and for society as a whole. Our values include

a commitment to behave responsibly. Our responsibility

agenda has always been woven into the fabric of our

business and, in today’s world, as we grow and develop,

it’s more important than ever that we play our part

in addressing the key issues facing society, such as

the need to tackle the impact of climate change.

We are also mindful that our actions can contribute

towards global improvements. The 2030 Agenda for

Sustainable Development, adopted by all United Nations

Member States in 2015, provides a shared blueprint for

peace and prosperity for people and the planet, now

and into the future. At its heart are the 17 Sustainable

Development Goals (SDGs), which are an urgent call

for action by all countries – developed and developing

– in a global partnership.

RESPONSIBLE BUSINESS REPORT

Behaving responsibly

for almost 150 years.

UNITED NATIONS

SUSTAINABLE

DEVELOPMENT GOALS

While there will be actions we take that

contribute both directly and indirectly to

many of the SDGs, we have focused our

SDG connections where we believe we can

most directly play our part. These are:

Decent work

and economic growth

Promote sustained, inclusive and

sustainable economic growth,

full and productive employment,

and decent work for all

Climate action

Take urgent action to combat

climate change and its impacts

Responsible consumption

and production

Ensure sustainable consumption

and production patterns

Gender equality

Achieve gender equality and

empower all women and girls

Good health and wellbeing

Ensure healthy lives and promote

wellbeing for all at all ages

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

O U R K E Y

RESPONSIBILITY

COMMITMENTS

We focus our specific responsibility goals and commitments on those areas where we believe we can make

the greatest positive economic, environmental and social impact, supporting our contribution to a sustainable

future for all. We also engage with a wide range of stakeholders, as set out on pages 61 to 65, to ensure that

our priorities are aligned. As such, behaving responsibly at A.G. BARR is underpinned by four key commitments

which we believe to be material matters to both our business and our key stakeholders:

* Further information on employee engagement and women in leadership is

provided on page 13 within the non-financial KPI section

** Science-based target as approved by Science Based Target Initiative (SBTi).

*** Net-zero achievement in accordance with SBTi requirements. Reductions are

targeted across Scope 3 emissions associated with purchased goods and

services and upstream and downstream transport and distribution. See page 39

for more information.

Note: Goals below stated in calendar years.

We act with

integrity

We respect

the environment

We support

healthy living

We give back

Key focus areas Key focus areas Key focus areas Key focus areas

• Safety and wellbeing

• Employee engagement

• Responsible policies and practices

• Carbon reduction

• Packaging

• Water and waste

• Sustainable sourcing

• Calorie reduction

• Responsible advertising

and marketing

• Labelling

• Community engagement

• Charity partnership

• Employee volunteering

Long-term goals Long-term goals Long-term goals Long-term goals

Accident incident rate

• Zero work-related reportable accidents

Employee engagement*

• 2025 Goal: 80%

Women in Leadership*

• 2025 Goal: 45%

Never again send non-hazardous

waste to landfill

Carbon emission reduction across our own

operations (Scope 1 & 2 emissions market-based

approach)**

• 2030 Goal: 60% reduction from a 2020 base year

• 2035 Goal: 90% reduction from a 2020 base year

Carbon emission reduction across our wider supply

chain (Scope 3 emissions) **

• 2030 Goal: 25% reduction from a 2020 base year

• 2050 Goal: 90% reduction*** from a 2020 base year

Improvement in water usage efficiency

• 2025 Goal: 10% improvement from a 2020 baseyear

Recycled PET content

• 2025 Goal: Full portfolio 100% rPET

To continue to advertise responsibly, offer a wide

range of pack sizes to assist with portion control and,

by providing clear nutritional information, enabling

our consumers to make informed choices.

To support good causes across our communities,

through financial donations and by increasing

awareness and supporting fundraising and

volunteering across our own teams.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Non-financial information statement

The information presented here and throughout

the report (as cross-referenced in the

accompanying table), complies with the

requirement under sections 414CA and 414CB of

the Companies Act 2006 to provide information

on certain non-financial matters. Our

Responsible Business Report provides the

required information in relation to content

on environmental matters, our employees,

community issues and social matters, as well

as setting out our non-financial metrics.

Our business risks are included within our Risk

Management section. The Responsible Business

Report also complies with the Streamlined Energy

and Carbon Reporting (SECR) requirements as

required by the Companies (Directors’ Report)

and Limited Liability Partnerships (Energy and

Carbon Report) Regulations 2018. We have

complied with the requirements of Listing Rule

9.8.6R by including climate-related financial

disclosures consistent with the Task Force on

Climate-related Financial Disclosures (TCFD)

recommendations and recommended

disclosures, except for Metrics and Targets B

given we are unable to disclose Scope 3

emissions for the current year. We have

also complied with the requirements of the

Companies (Strategic Report) (Climate-related

Financial Disclosure) Regulations 2022

(SI 2022/31) and the Limited Liability

Partnerships (Climate-related Financial

Disclosure) Regulations 2022 (SI 2022/46),

collectively referred to as CFD thereafter.

It is the Group’s policy to conduct all of its

business in an honest and ethical manner.

It is committed to acting professionally, fairly

and with integrity in all its business dealings

and relationships wherever it operates.

The Group is a UK Real Living Wage

accredited employer.

and reviews and approves the Group’s ABC

Policy on an annual basis. No bribery and

corruption issues arose during the year.

There is currently no specific human rights policy

in place however our Supplier Code of Conduct,

available on the Group website, sets out the

minimum standards we require our key suppliers

to meet, including human rights, and forms part

of their contractual commitment to us. As a UK

business, we comply with the full spectrum of

employee protection legislation. We believe

our existing policies ensure the rights of our own

employees are respected fully and our robust

supplier controls provide assurance when

considering human rights impacts beyond

our direct control.

The Group publishes its Modern Slavery Act

Transparency Statement annually. This explains

the steps that we take to seek to ensure that there

are no incidents of modern slavery within the

business and our supply chain, in accordance

with the UK Modern Slavery Act 2015. The Board

reviews the Group’s operational, legal and

compliance framework to prevent modern

slavery in its supply chain, which includes

employee training, contractual terms and

conditions, and due diligence processes.

The Group’s Anti-bribery and Corruption Policy

(ABC Policy), available on the Group website,

emphasises the Group’s zero tolerance

approach to bribery and corruption. It sets

out the Group’s responsibilities, and of those

working for it and parties acting on its behalf, in

observing and upholding its position on bribery

and corruption in compliance with applicable

laws, and provides information and guidance to

those working for the Group and parties acting

on its behalf on how to recognise and deal with

bribery and corruption issues. The ABC Policy

is clearly communicated to all employees and

ABC training is provided to employees on

induction and on a regular basis thereafter.

The Group maintains an anti-bribery and

corruption register, which records details of

corporate hospitality, and gifts given and

received by employees over a specified value.

The Group’s international teams undertake

appropriate due diligence on all third parties

acting on its behalf and maintain a third party

anti-bribery and corruption register. The Audit

and Risk Committee reviews the effectiveness

of the Group’s anti-bribery systems and controls,

Theme Cross reference (within Annual Report & Accounts unless otherwise stated) Page reference

Environmental matters Responsible Business Report – We respect the environment Pages 28 to 41

Employees Business model

Responsible Business Report – We act with integrity

Pages 8 to 9

Pages 23 to 27

Social matters Business model

Responsible Business Report – We support healthy living

Responsible Business Report – We give back

Pages 8 to 9

Page 42

Page 43

Non-financial metrics Non-financial KPIs Page 13

Business risks Risk Management Pages 48 to 55

Business model Business model Pages 8 to 9

SECR Responsible Business Report – SECR reporting Pages 40 to 41

TCFD and CFD Responsible Business Report – TCFD and CFD disclosures Pages 33 to 40

ABC Governance Audit & Risk Committee Report Pages 70 to 71

Supplier controls Responsible Business Report – Sustainable sourcing Page 32

Policies & Procedures Including Supplier Code of Conduct (Human Rights), Modern Slavery Statement,

ABC and Employment Protection Policies

www.agbarr.co.uk/

responsibility/policies-terms-

of-business-and-brand-rules/

RESPONSIBLE BUSINESS REPORT CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Safety and wellbeing culture

We work hard to create a culture in which health,

safety and wellbeing are our top priorities. Our

ultimate goals in this area are zero work-related

accidents and the provision of safe and healthy

working environments for all. We continuously

improve our management systems to underpin

our objectives and to ensure compliance with

all health and safety related legislation as a

minimum. Our thorough and varied health

and safety management activity programme is

designed to keep safety at the top of everyone’s

agenda, with actions ranging from safety

awareness initiatives and safety training,

to site audits and reporting.

Over the past 12 months we have continued to

review our workplace activities and focus on

reducing risk through the implementation of

suitable control measures. Our health, safety

and wellbeing related activity has included:

• Ongoing review and roll-out of updated

risk assessments and safe systems of work.

• Internal training, including dynamic risk

assessment, contractor control and accident

investigation.

• Provision of IOSH Working and Managing

Safely courses across our supply chain teams.

• IOSH Managing Safely/Safety for Managers

courses.

• Provision of Mentally Healthy Workplace

Training for Managers.

• Two-way communication via health and

safety committees and representatives

across all business areas.

• Continued partnership with the Keil Centre,

supporting and validating our performance

against our safety cultural maturity targets.

• Health, Safety and Wellbeing Days – a series

of face-to-face events carried out across all

of our sites to help drive improved behaviours,

awareness and decision making. This year we

invited external speaker Lisa Ramos to deliver

powerful impact sessions at our Cumbernauld

and Milton Keynes sites. Lisa was injured in a

forklift truck accident and recounts the impact

on her and her family.

• Health and Safety Awards – recognising those

employees who have gone above and beyond

to improve the safety of themselves and others.

• Health and Safety pulse surveys gauging the

views and priorities of employees.

• Robust internal audit programme to help

ensure compliance with legal requirements

and identify and implement continual

improvement opportunities.

• We implemented new health and safety

management system software that provides

easy to use and robust accident and near

miss reporting.

• We implemented a new driver safety

programme for everyone who drives a car

as part of their work activities. This comprises

of a driver risk assessment and tailored

e-learning modules.

• Focused leadership training for our health

and safety representatives at Milton Keynes

and Cumbernauld.

We act with

integrity

SAFETY HIGHLIGHT

Accident incident rate

reduced from 4.0 to

2.7

A.G. BARR p.l.c. Annual Report and Accounts 2024

We are pleased to report that our accident

incident rate, the number of RIDDOR accidents

per 1,000 people, reduced from 4.0 to 2.7

during the past 12 months. This, along with our

ISO 45001 certification, are clear validations of

the hard work that is ongoing to improve our

safety standards and culture.

Our accident incident rate KPI, as detailed

in our non-financial KPIs on page 13, includes

those accidents involving our own and agency

employees, however as part of our regular

accident monitoring and reporting processes,

any accidents that occur on our premises by

contractors or other third parties are recorded,

fully investigated and the learnings taken

into account.

We will continue to work hard towards delivering

our safety goals in the year ahead.

From a wellbeing perspective we support our

employees across a wide range of areas. From

hybrid working arrangements, which provide

greater flexibility to office-based colleagues, to

the provision of training and resources to raise

awareness of wellbeing issues, such as mental

health and the menopause, we work hard to

create a culture where open conversations

are encouraged and our people are

properly supported.

Employee Engagement

For almost 150 years we have developed a

positive, results-driven and supportive culture.

As we grow our business both organically and

through acquisition, it is important that we retain

the entrepreneurial spirit of the new and exciting

additions to our Group, while also ensuring that

we continue to value and nurture the unique

essence of what makes A.G. BARR a great

business to be part of.

Underpinning everything that we do is our

belief in performance through people – positive

and engaged teams are central to our success.

Communication is key to this engagement and

we use a wide range of channels and tools to

suit the different needs and preferences of

our people.

EMPLOYEE ENGAGEMENT

HIGHLIGHT

Employee engagement

in 2024

76%

2023: 75%

SAFETY HIGHLIGHT

5 years

with zero

lost time accidents

at Forfar factory

RESPONSIBLE BUSINESS REPORT CONTINUED

We act with integrity continued

2024

76%

2023

75%

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Employee values

Underpinning our corporate values, our four

business divisions have their own employee

values. These behavioural frameworks are

central to who they are and how they operate,

playing an important role in building teams

and strengthening performance.

At Barr Soft Drinks, which comprises our

largest group of colleagues, employee values

are embodied by the Barr Behaviours. Created

by our own people they represent what is

important to a business that has been

successful for over a century – Being Brilliant,

Always Learning, Results Driven and

Relationships Matter.

For the more recent additions to the A.G. BARR

Group – FUNKIN, MOMA and Boost – their

employee values are more reflective of the

entrepreneurial and agile nature of their

businesses, which we believe are important

characteristics to retain and nurture.

From recruiting new employees to developing

existing teams, these employee values support

how our teams work together to enhance

performance and are fundamental to our success.

For more information on our employee values

visit our website at agbarr.co.uk

Learning and development

Our business is committed to learning and

development to ensure everyone has the

required skills and knowledge to thrive in their

current role as well as building readiness for the

capabilities we are likely to need in the future.

We have developed a Company-wide learning

culture where all colleagues are encouraged

and enabled to take ownership of their

performance and drive their own development

and careers. How colleagues learn and develop

can vary and we therefore ensure that we

provide a blended learning experience

whenever possible.

In recognition of our commitment to building

colleague confidence and competence we have

grown our learning and development team over

the past 12 months. The ever-changing and

volatile external landscape make reskilling and

upskilling more important than ever before. We

recognise the importance of skilled employees,

exceptional leaders and knowledge – all vital

to our ongoing commercial success. As such,

in addition to our regular technical and

compliance based training, we have shaped

progressive development programmes to

accelerate the development of key colleague

populations. We are pleased to be in a position

to deliver much of this development in-house

which we believe will increase the likelihood

of the development being embedded across

our organisation for the long term.

LEARNING AND DEVELOPMENT HIGHLIGHT

Careers Week

Almost 170 of our people participated

in our new Careers Week initiative, an

opportunity to learn more about career

planning and development. Covering

areas such as career planning,

apprenticeships, and our internal

e-learning catalogue, this will now

become an annual event as part of our

learning and engagement calendar.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Diversity, equity and inclusion

We strive to be an inclusive employer that

supports colleagues regardless of their gender

or background and tackles any barriers that

are preventing them from being their best.

We continue to focus on delivering small steps

focused on positive change.

We aim to recognise and celebrate individuality

as we continue to encourage, respect and value

difference. We are focused on building a

workforce that is truly representative of the

communities we serve.

The gender balance across the organisation

now sits at 68% men and 32% women, broadly

indicative of our industry. On our journey

towards greater gender equality we set a

new KPI in 2020 related to women in leadership,

targeting 45% women across the leadership

population by 2025 and we are pleased to have

made further progress in this regard with senior

female representation across the Group now at

42%, up from 38% in the prior year.

The key metrics from our latest Barr Soft Drinks

Gender Pay Report are detailed below:

Mean Gender

Pay Gap

1.4%

2022: -5.1%

Median Gender

Pay Gap

-4.6%

2022: 6.0%

Mean Bonus

Pay Gap

-13.4%

2022: -1.1%

Median Bonus

Pay Gap

-5.1%

2022: -17.6%

Positive numbers are favourable to men, and

negative numbers are favourable to women.

Our mean gender pay gap has shifted since

2022 and is now slightly favourable to men.

This is considered to be within the neutral range.

Last year, it was favourable to women. However,

overall our figures have improved as we get

closer to 0%.

Both our mean and median bonus pay gaps are

favourable to women.

% employees receiving a bonus payment

Male

94%

2022: 89%

Female

95%

2022: 93%

Our focus is on making diversity, equity and

inclusion not a “separate thing to do” but to

embed it into our day-to-day business. We are

on a journey and are confident that our focus

areas for the year ahead will support further

positive progress.

The full Barr Soft Drinks Gender Pay Report is

available on our website at www.agbarr.co.uk

RESPONSIBLE BUSINESS REPORT CONTINUED

We act with integrity continued

2023 2024

Male 7 6

Female 3 4

2023 2024

Male 63 62

Female 39 44

2023 2024

Male 701 699

Female 313 331

GENDER DIVERSITY AS AT YEAR END

Board & Company Secretary

Leadership team

All employees

2024

40%

Female

2024

42%

Female

2024

32%

Female

2024

60%

Male

2024

58%

Male

2024

68%

Male

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Reward

Our approach to reward aims to link

remuneration with the delivery of our key

strategic priorities and our overarching purpose,

to create value, with values – for our

shareholders, consumers, customers and for

society as a whole.

We strive to offer a fair and transparent total

reward package that drives a performance-led

culture and is linked to both the long-term

sustainable success of the business and our

values.

We target our pay at the market median or

above, ensuring we can attract and retain

high-calibre employees. We operate a number

of incentive and bonus schemes designed to

reward and motivate strong individual and

collective performance.

We offer employees a modern and flexible range

of benefits, offering choice to our increasingly

diverse workforce. Our flexible benefits scheme

allows eligible employees to select the benefits

most suitable to them personally, using an

allocated monetary allowance. Healthcare

features prominently, with a selection of

health-related benefits made available either

on a core benefit basis or within the suite of

flexible benefits made available to employees.

We comply fully with all the regulations

associated with rewarding our employees fairly

and are a UK Real Living Wage accredited

employer.

More information on how we ensure that our

approach to remuneration supports our strategy

is available in the Directors’ Remuneration

Report on pages 74 to 105.

Responsible policies and procedures

We have high expectations of our suppliers,

our partners and ourselves. Across almost

150 years of operation, we have developed

robust and responsible policies that guide

what we do and how we work with others.

The key policies, statements and guidelines

we rely upon and that support our responsibility

commitments are available on our Group

website at www.agbarr.co.uk.

Risk and regulation awareness

We have a robust risk management framework

in place that is embedded across the business.

In addition to the Group risk register, governed

by the Board, business division and functional

risk registers have been developed across our

teams, allowing a wide range of employees

at different levels to contribute to our risk

assessment and assurance processes.

Our reputation is extremely important to us and

it is the responsibility of every employee to act

professionally, fairly and with integrity. This

requires an understanding of the regulatory

risks we face and how we can all play a part

in mitigating these risks.

In support of this, we require employees to

complete the following five mandatory training

modules:

• Introduction to Risk

• Data Protection

• Competition, Pricing and Confidentiality

• Anti-Bribery and Corruption

• Anti-facilitation of tax evasion

Further details on our risk management actions can

be found on pages 48 to 55.



DIVERSITY, EQUITY AND

INCLUSION HIGHLIGHT

Improved website

Accessibility

Our corporate website is now

more functional, inclusive and

customisable for both visitors and

employees alike following the

introduction of a new user

accessibility toolbar.

A.G. BARR p.l.c. Annual Report and Accounts 2024

We respect the

environment

We take our environmental responsibilities

very seriously, constantly seeking to minimise

our impact on the world we operate in. We focus

on energy, waste and water reduction, limiting

the impact of our packaging as well as working

towards our long-term carbon reduction targets.

We have been accredited to the Environmental

Standard ISO 14001 since 2003. This certification

provides a framework against which we have

developed comprehensive environmental

procedures and monitoring systems. These

processes have allowed us to measure our

environmental performance and focus our

activities on delivering long-term improvements.

Carbon reduction

We have an important role to play in the

transition to a low carbon and climate-resilient

economy.

Aligned to the Science Based Target Initiative’s

(SBTi) Net-Zero Standard, we have SBTi

approved near and long-term science-based

emission reduction targets and an SBTi verified

science-based net-zero target of 2050.

With continued support from the Carbon Trust

we have now completed a full carbon footprint

assessment for our 2022/23 financial year

covering our Scope 1, 2 and 3 greenhouse

gas emissions. Our first full carbon footprint

assessment took place in 2020/21. Building up

year-on-year data allows us to assess our

impact and track progress towards our

long-term goals.

In focus

Science-based targets explained

In 2015, 196 governments signed the Paris Agreement, which aims to keep average temperature increase to

well below 2°C above pre-industrial levels. More explicitly, the agreement sets out to limit the temperature

increase even further to 1.5°C.

The Science Based Target Initiative (SBTi) enables companies to demonstrate their leadership on climate

action by publicly committing to science-based greenhouse gas (GHG) reduction targets. Science-based

targets provide clearly defined pathways for companies to reduce GHG emissions. Targets are considered

science-based if they are in line with what the latest climate science deems necessary to meet the goals of

the Paris Agreement.

SBTi requires companies to focus initially on reducing their emissions from their direct GHG emissions

(Scope 1), their indirect emissions, including the consumption of purchased electricity (Scope 2) and then on

their wider indirect (Scope 3) emissions.

RESPONSIBLE BUSINESS REPORT CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Our 2022/23 greenhouse gas emissions

A detailed breakdown of our 2022/23 greenhouse

gas emissions is contained within the Metrics and

Targets section of our TCFD and CFD disclosures

on pages 33 to 40. These disclosures also contain

our Streamlined Energy Carbon Reporting (SECR)

report which sets out our Scope 1 and 2 data for

the 2023/24 financial year.

Our 2022/23 carbon reporting includes 8,720

tonnes of emissions from our recently acquired

Boost and MOMA business divisions. MOMA’s

emissions are included for the full year, as a

result of our majority shareholding position,

prior to the full business acquisition in December

2022. For Boost the data includes eight weeks

of emissions from the point of acquisition in

December 2022.

These additions to our Group have resulted

in a year-on-year increase in our total carbon

footprint. However, on a like-for-like basis,

excluding the impact of MOMA and Boost,

our year-on-year emissions have reduced,

despite the underlying business increasing sales

volumes. We delivered a number of positive

carbon reduction initiatives across the year

including the purchase of 12 new trucks fuelled

by renewable bio-methane (Bio-CNG), further

plastic lightweighting and an increase in our

use of recycled plastic across our packaging.

Following the addition of the MOMA and Boost

businesses to our Group, we are now in the

process of recalculating our 2020 greenhouse

gas emission baseline data, from which our

science-based targets are calculated. We will

work with the SBTi to renew our targets ensuring

our data and our goals are representative of

our enlarged business.

CARBON REDUCTION

HIGHLIGHT

90%

20% of our trucks are now fuelled

by renewable biomethane

(Bio-CNG), delivering a 90%

reduction in CO

e in comparison

to a diesel HGV.

We are fully committed to achieving our science-

based targets. For our Scope 1 and 2 emissions

we have a deliverable and realistic net-zero

roadmap. This roadmap builds on the progress

we have already made and extends into future

initiatives including further electric vehicles,

solar panels, air source heat pumps and other

degasification projects.

For our Scope 3 targets, including purchased

goods and services as well as upstream and

downstream transport and distribution, we

are working closely with our key suppliers

and partners.

Our roadmap to net-zero on page 31 sets out

our progress and plans.

OUR 2022-2023 GREENHOUSE GAS EMISSIONS

Scope 1

2.5%

Direct emissions from

activities we control

(4,364 tonnes)

Scope 2

0.1%

Market-based.

Indirect emissions from

purchased energy

(180 tonnes)

Scope 3

97.4%

All other emissions that

occur in the value chain

(168,122 tonnes)

Total emissions

172,666

tonnes CO

8% Equipment & services

2.7% Manufacturing

4.4% At home

refrigeration

15% Ingredients

3.5% Waste

0.3% Staff

commuting

24.2% Transport

& distribution

41% Packaging

A.G. BARR p.l.c. Annual Report and Accounts 2024

THE ROAD TO

NET-ZERO

PLASTIC AND

PACKAGING HIGHLIGHT

Cap attached

plastic bottles

Introduction of first cap attached plastic

bottles with associated plastic lightweighting

at our Milton Keynes site – this saves over

100 tonnes of virgin plastic – the weight

of around 20 adult elephants.

RESPONSIBLE BUSINESS REPORT CONTINUED

We respect the environment continued

Our ambitious commitments are being

delivered through our No Time To

Waste environmental sustainability

programme, which brings together

our net-zero, plastic and packaging,

waste, water and sustainable sourcing

workstreams. No Time To Waste is

central to the achievement of our

science-based targets and we were

pleased to bring both Boost and

MOMA into the programme during

the year.

Further information is available on

pages 33 to 40 within our TCFD

disclosures.

Packaging

We believe that packaging should be treated

by all as a valuable resource and recycled,

not discarded as litter or waste.

100% of our Barr Soft Drinks and FUNKIN

packaging is recyclable with clear on-pack

recycling messages. As part of our No Time to

Waste programme we are now working across the

whole Group to align our packaging recyclability.

We continually seek to reduce the amount of

packaging we use and our No Time To Waste

plastic and packaging workstream has

established a clear strategy with a long-term

goal of 100% circular packaging. This means a

future where packaging is reduced, recycled

and reused and supports our commitment to

the UK Plastics Pact, of which we became

signatories in 2022.

Reducing the environmental footprint of our

packaging will be a critical part of our journey

to reach net-zero.

Following the introduction of 100% recycled

plastic (rPET) into all of our IRN-BRU and

Rubicon 500ml bottles in 2022, saving over

2,000 tonnes of virgin plastic every year, we

are proud to have added further rPET into our

portfolio during 2023. This was achieved at our

Milton Keynes site where every plastic bottle

produced now contains at least 30% rPET.

We have retained our goal of having our full

portfolio in 100% rPET by the end of the 2025

calendar year, however this is an area that we

keep under regular review. The availability of

appropriate quality food grade recycled plastic

remains an ongoing issue across the food and

drink industry, in the UK and beyond.

While consumers increasingly understand the

need to recycle, plastic bottle caps are often

found as litter. As a responsible manufacturer

we are moving to new designs that have our

plastic bottle and carton caps connected to the

pack after opening. This means the whole pack

– container and cap – can be recycled together.

We produced our first attached cap bottles

at our Milton Keynes site in the latter part

of 2023 and aim to convert the majority of

our soft drinks portfolio by the end of 2024.

The new plastic bottle design brings an

associated plastic lightweighting benefit,

with a current annual virgin plastic

reduction of over 100 tonnes for bottles

produced at Milton Keynes.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

2020

• ESG Board Committee established

• Launch of No Time To Waste

environmental sustainability programme

• Switch to 100% renewable electricity

• Climate Disclosure Project (‘CDP’) score

improves to B classification

• Introduction of 100% recycled packaging

film on Barr Soft Drinks consumer

multipacks

2021

• Completion of first full carbon footprint

assessment

• 45% reduction in greenhouse gases

since 2015

• CDP score improves to A- classification

• Electric vehicle charging points installed

at all main Company-owned sites

• Fully electric fork lift truck fleet

• Introduction of plant-based bio cartons

2022

• SBTi approved science-based targets

and net-zero commitment

• Full compliance with TCFD

• First bottles in 100% recycled plastic

(rPET)

• FUNKIN glass bottle recycled content

increased from 14.6% to 42.5%

• New signatory of UK Plastics Pact

• Successful trial of Hydrotreated

Vegetable Oil (HVO) as fuel alternative

to diesel

2023

• 20% of trucks fuelled by renewable

bio-methane (Bio-CNG)

• CDP score improves to A classification

• Introduction of first cap attached plastic

bottles

• Further packaging lightweighting

• 30% rPET introduced in all PET plastic

bottles produced at our Milton Keynes site

2024-2030

• Targeting 100% rPET across full

Barr Soft Drinks portfolio

• Plastic and aluminium packaging

lightweighting

• Increased use of recycled

content and renewable materials

• Supplier engagement and

collaboration programme

• Transition of remaining truck

fleet to renewable fuel

• Reduce Company car fleet and

move to electric vehicles

• Degasification at our main

manufacturing sites through

solar panels and heat pumps

• Installation of lower energy

intensive manufacturing

equipment at our Cumbernauld

site, including new PET and can

filling lines

• Key suppliers transition

to green electricity

2030

• Reduce Scope 1 and 2 GHG emissions by 60%

• Reduce Scope 3 GHG emissions from

purchased goods and services and upstream

and downstream transport and distribution

by 25%

2035-50

• Further use of recycled content and

renewable materials

• Logistics partners move away from diesel

• Suppliers and logistics partners delivering

on their net-zero commitments

2035

• Become net-zero across

our own operations

2050

Become net-zero across

our full value chain

2030-35

• Further degasification through solar

panels and heat pumps

• Removal/reduction of CO

as a

manufacturing processing aid

• Supplier engagement and

collaboration programme

OUR PLANS

OUR PROGRESS

A NET-ZERO FUTURE

A.G. BARR p.l.c. Annual Report and Accounts 2024

RESPONSIBLE BUSINESS REPORT CONTINUED

We respect the environment continued

WATER HIGHLIGHT

Over 1

million

litres of water saved as a result of

improved rinsing efficiencies on

IRN-BRU production runs at our

Cumbernauld factory

WASTE HIGHLIGHT

Extending the life of packaging

Many of our raw materials and ingredients are

delivered to us in cardboard packaging – we have

partnered with a number of businesses to reuse rather

than recycle these items, putting them to useful

purposes, extending the life of the packaging and

saving unnecessary recycling and reprocessing.

Water and waste

As a multi-beverage business, water is an

important ingredient, as well as a necessary

resource we rely upon across our operations.

There is increasing awareness of the challenges

faced in managing water resources and we are

extremely aware of the part we have to play in

protecting this precious commodity.

We are pleased to report further improvements

in our water usage efficiency. Our ratio of total

water used relative to total litres of product

produced has improved by 10.7% against our

2020 baseline, supported by a number of

initiatives across our manufacturing sites. This

reflects the early achievement of our 2025 water

efficiency target. More information can be found

in our non-financial KPI section on page 32.

We have also invested in additional water

metering at our Milton Keynes site during the

year. This technology is already providing useful

data across our production lines, supporting

the identification of further areas where water

consumption can be reduced in the year ahead.

As part of our sustainable sourcing strategy we

also know that the most significant water use in

our value chain is in agriculture. The crops that

we rely upon for many of our products, such as

mangos, are grown in hot, potentially water-

stressed areas, and we are working in

partnership with our global suppliers to

encourage sustainable practices.

Once again we are pleased to have achieved

our long-term target related to waste with

100% of our non-hazardous waste diverted

from landfill. Our objective is to maintain this

performance on a permanent basis.

We are also targeting waste reduction across our

own operational sites. Our Brilliance in the Making

continuous improvement programme, operated

across our own factories, identifies and delivers

initiatives that generate efficiency, waste and

water improvements. As a result of process

improvements across the year, and a specific focus

on material reduction, we have removed over

15 tonnes of operational waste on an annual basis.

We have also successfully diverted 495 tonnes of

waste from disposal, through partnerships and

arrangements with organisations that can reuse

our waste and put it to meaningful use.

Sustainable sourcing

As climate change and a rising population put

pressure on our limited natural resources, it is

important for all our raw materials to be sourced

sustainably and used effectively.

As one of our No Time To Waste workstreams,

sustainable sourcing is key to ensuring our

high-quality ingredients and materials are

sourced and manufactured in a fair, ethical

and environmentally responsible way.

Our Supplier Code of Conduct sets out the

key supplier principles we work to and the

minimum standards we require our suppliers

to meet, which form part of their contractual

commitments to us. This Code is fundamental to

ensuring we work with suppliers who uphold the

highest standards with respect to human rights,

conditions of employment and who actively

reduce their environmental footprint. We ensure

our critical suppliers have embedded sustainable

and ethical practices in their organisations, and

that they are committed to maintaining these

principles within their own supply chains.

Our key suppliers must acknowledge their

compliance on an annual basis through our

stringent supplier approval process, which uses

questionnaires and audits to confirm adherence

to our standards across a broad range of

requirements. For many years we have used the

Supplier Ethical Data Exchange (Sedex) platform,

a not-for-profit global membership organisation

dedicated to driving improvements in ethical

and responsible business practices. We also use

the Sedex Supplier Approval Questionnaire as

an important secondary validation step which

allows independent benchmarking of suppliers

on a consistent measurable basis.

The output from these questionnaires also allows us

to collaborate and engage with our suppliers to set

objectives and action plans to deliver sustainable

and continuous improvements. This includes active

and ongoing dialogue with our key suppliers related

to their carbon reduction plans – their actions

support the delivery of our Scope 3 science-based

targets, and ultimately our net-zero ambition.

Materiality and stakeholder engagement

We regularly engage with internal and external

stakeholders to ensure that our responsibility

agenda is addressing the material issues.

Governance

Our responsibility agenda is integrated into

our strategic, financial and business planning,

as well as our risk management processes, with

ultimate accountability sitting with the Board.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

CLIMATE HIGHLIGHT

A class rating

CDP score improves to A rating

Emerging Risks

& Opportunities Group

Board

Executive teams

for each business division

Group Risk Committee

“No Time To Waste”

Steering Group

Capital Allocation Committee

Audit and Risk Committee

ESG Committee

Remuneration Committee

Nomination Committee

Our Executive teams are responsible for the

delivery and execution of our responsibility actions

and programmes, supported where appropriate

by sub-committees and functional or project teams.

Further information on the governance of our

climate-related risks and opportunities is detailed

in our TCFD and CFD disclosures as follows.

Independent assurance

We continued to work with third party assurers,

the Carbon Trust, across the past 12 months.

They have completed a review and verification

of our Group operations for Scope 1, 2 and 3

emissions for the year ended January 2023

against the 14064-3 standard.

Scope 1 and 2 verification for the year ended

January 2024 is underway.

Having developed the world’s first certification

for organisational CO

e Reduction Standard and

product carbon footprints, the Carbon Trust is a

leading carbon footprint certification body.

During 2023 we were also pleased to improve

upon our Climate Disclosure Project (CDP) rating

which has now increased to an A classification.

CDP is a not-for-profit charity that runs a global

environmental disclosure system. CDP is widely

used and considered to be one of the most

comprehensive independent environmental data

sets available. The CDP Score Report allows us

to benchmark and compare our environmental

stewardship with peers, and provides additional

information that can help inform our forward-

looking improvement programmes.

Further information on our corporate governance

framework can be found on 58 to 69



TCFD and CFD disclosure

The Task Force on Climate-related Financial

Disclosures (TCFD) and the Climate-related

Financial Disclosure (CFD) requirements both

provide a framework for companies to report

the potential financial impacts from climate

change on their business. They also require

reporting of the progress made by the

organisation against the targets set to mitigate

climate-related risks and to reduce its impact

on the environment.

These frameworks are designed to help

investors and wider stakeholders understand

how businesses are managing climate-related

financial risks, across four key areas:

Governance – setting out the respective roles of

the Board and management team in managing

risks and opportunities.

Strategy – identifying risks and opportunities

over different time horizons and explaining how

these impact strategic and financial planning.

Risk Management – having processes in place

for managing identified risks and including these

within the overall risk management framework.

Metrics and Targets – explaining how both

climate change impact and exposure to risks are

measured, setting targets and tracking ongoing

progress.

Using this framework we set out our full

disclosures as follows.

Governance

Board of Directors

The A.G. BARR Board has accountability

for the oversight of climate-related risks

and opportunities impacting the Group.

The Board of Directors considers climate-related

risks and opportunities when reviewing and

agreeing the Company strategy, agreeing future

objectives, budgets and KPIs, setting policies

and when considering potential M&A activity.

The Board carries out a full review of our Group

risk register and principal risks, including those

related to climate change, twice a year.

In addition, the Board regularly discusses

climate-related issues across a variety of Board

meeting agenda items. These include matters

arising from its sub-committees, particularly

from the Environmental, Social and Governance

(ESG) Committee, as well as from general

business updates, where climate-related issues

will often be integral. Examples during the year

include discussions on science-based targets,

net-zero roadmap, as well as the approval of

our strategic capital investment programme,

incorporating projects which will contribute

to greenhouse gas reduction.

A.G. BARR p.l.c. Annual Report and Accounts 2024

A structured process for identifying and

quantifying emerging risks and opportunities

across the Group, similar to our risk

management approach, provides a framework

to support broader thinking on new and

emerging areas, including those related to

climate change. With input from all of our

Executive teams, this plays an important role

in the Board’s strategic planning process. The

Board completed a robust assessment of the

Group’s emerging risks, including those related

to climate change, during the year.

Corporate climate-related targets, set by

the Executive teams and ratified by the ESG

Committee, are monitored by the Board on

a regular basis.

The Board, in turn, delegates some elements

of its responsibility to its various sub-committees,

as set out below:

• The Audit and Risk Committee has the

delegated responsibility to monitor our

internal financial controls as well as our

internal control and risk management

systems. Its risk management oversight

includes the review of our Group risk register

and principal risks, including those related to

climate change, at least twice per year.

• The Environmental, Social and Governance

Committee assists the Board in fulfilling its

oversight responsibilities with respect to the

Company’s management of all relevant ESG

matters. The ESG Committee has delegated

responsibility for approving the Company’s

environmental sustainability strategy and

reporting back to the Board. It meets twice

a year as a minimum.

The ESG Committee owns, and is responsible

for monitoring and updating, our material

risks and opportunities related to climate

change. A full review was undertaken during

the year against three climate scenarios.

See the Strategy section for the output.

• The Remuneration Committee is responsible

for determining our remuneration policy,

including how climate-related factors are

taken into consideration and reflected in

reward. Executive Directors’ long-term

incentive plan awards, by way of illustration,

include an environmental sustainability

performance measure. Further information

is available in our Directors’ Remuneration

Report on page 76.

• The Nomination Committee is responsible for

Board appointments and succession planning.

Business Divisions

Our Executive teams across our business divisions

are responsible for managing the climate-related

risks and opportunities faced by our Group on

both a long-term strategic basis and day to day.

Our strategic planning process considers both

the risks and opportunities arising from climate

change and a specific process related to

emerging risks and opportunities. The Executive

teams are supported across a number of areas

as set out below:

• Our Group Risk Committee ensures that

a strong framework is in place to manage

operational risks effectively, including those

associated with climate change. The

Committee oversees our principal risks and

uncertainties, and reviews the effectiveness

of risk management and compliance systems

in managing those risks. The aim of the

Committee is to ensure that employees

understand the importance of good risk

management, that a supportive risk

management culture is embedded across

the Group and that risk management

processes are clearly deployed.

• The No Time To Waste Steering Group,

chaired by the CEO, governs our Group-wide

environmental sustainability programme.

The No Time To Waste Steering Group has

overall responsibility for setting the Group’s

environmental sustainability strategy, for

achieving the Company’s climate change

objectives, and for monitoring and managing

risks and opportunities related to climate

change. The No Time To Waste programme

encompasses five key workstreams associated

with reducing the effects of climate change

with a risk register in place across the

programme. The risks identified, along with

opportunities arising from the climate change

agenda, are reviewed on a monthly basis.

• Our Capital Allocation Committee is

responsible for ensuring the best use of our

capital resources in line with our strategy and

plans. This includes the review and approval

of capital expenditure programmes related

to environmental sustainability, taking into

account the risks and opportunities in

investment decisions.

• Our Emerging Risks and Opportunities

Group is responsible for identifying and

managing emerging risks and opportunities

at an A.G BARR Group level. This group

conducts an annual review prior to making

recommendations to the Board, the output

from which forms part of our Board’s annual

Strategy Review.

Strategy

Our Board has ultimate responsibility for

agreeing our business strategy, taking into

account, and reflecting where appropriate, the

risks and opportunities associated with climate

change. As detailed above, the Board’s strategic

thinking and decision making is supported and

informed by our Executive teams and by a

number of Board sub-committees.

As detailed in the Metrics and Targets section that

follows, our key climate related objective, borne

out of our strategy, relates to our achievement

of our science-based targets and our ultimate

net-zero commitment. Our associated net-zero

road map is set out on page 31.

Our strategic timeframes are as follows:

• Short-term: 0 to 1 years

• Medium-term: 1 to 5 years

• Long-term: 5+ years

These timeframes have been selected to align

with our annual budgeting process, our internal

integrated planning process (3 to 5 years) and

our longer term thinking on emerging risks

and opportunities.

The opportunities, as well as physical and

transition risks considered material to our Group,

are detailed below, along with our strategic

responses. A full review was undertaken during

the year against three climate scenarios with

the resilience of our strategy specifically tested

against scenarios where global temperatures

rise by more than 2°C (RCP 4.5).

Our methodology for defining material financial

and strategic impacts on our business is aligned

with our risk management approach, detailed

in the Risk Management section that follows.

Gross risk impacts that fall in the categories

of “moderate”, “major” or “critical” would be

deemed to be material.

RESPONSIBLE BUSINESS REPORT CONTINUED

We respect the environment continued

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Physical risks

associated with increased severity of extreme weather events such as cyclones and floods (acute), and associated with changes

in precipitation patterns and extreme variability in weather patterns, rising mean temperatures and rising sea levels (chronic).

Risk Type & Description Timeframe Potential financial impact

Chronic risk

The risk that long-term climate change impacts the future availability, quality and cost of the natural ingredients required

to manufacture our products, such as sugar, fruit and water.

Long-term

Strategic response:

We have dedicated Sustainable Sourcing and Water workstreams within our No Time To Waste environmental sustainability programme with ambitious strategies in these areas. By way of illustration

of action taken related to fruit availability, we have developed a network of suppliers who can supply materials from different origins and have set up a programme to approve products from different

geographical sources, such as passion fruit from Vietnam, in addition to our existing supply from Ecuador, thus reducing risk of supply issues and ultimately protecting availability.

We have developed an upstream farming location database which allows us to see beyond our direct suppliers and understand specific farming locations. By reviewing this data we can better understand

the mitigating actions we can take and spread our farming sources across broader geographical areas.

As a core ingredient, we have three approved mango suppliers who source from two distinct districts in India to provide us with diverse sources of the fruit. We are also engaging with suppliers to establish

alternative sources from other countries, such as Bangladesh, to mitigate against poor crop yields.

Engagement has now commenced with the Sustainable Agricultural Initiative to support us in working with our suppliers to help mitigate and manage longer-term climate change impacts.

Our well communicated sugar reduction programme also provides mitigation against some of the risks associated with sugar availability. With a portfolio now less reliant on sugar we have reduced our

exposure to potential longer-term sugar sourcing issues.

Acute risk

The risk that an extreme weather event impacts the crop or yield of a natural ingredient used within our products or that an extreme

weather event causes supply chain, transport or customer service disruption – such as a flood at one of our strategic supplier locations,

resulting in a lack of supply for some key materials and loss of sales. The greatest risks to our business operations in terms of extreme

weather events are likely to be severe winter weather affecting our ability to service customers, or an extreme weather event at a key

supplier, e.g. flooding. Severe storms could also affect harvests, transport and/or logistics. Logistical challenges could lead to an

immediate, but likely short-term, impact on sales while any harvest impact could lead to reduced supply and higher raw material prices.

Long-term

Strategic response:

In addition to broadening our supplier base to mitigate key supplier risk we ensure that we retain appropriate levels of inbound raw material stock and outbound finished stocks. We also discuss with

suppliers their disaster mitigation recovery plans.

We have a fully researched suite of contingency recipes using alternative ingredients where appropriate should short-term weather events impact raw material availability.

Potential financial impact movement:

Moderate

Major

Critical

A.G. BARR p.l.c. Annual Report and Accounts 2024

Transition risks

associated with changes to policy and legislation, technology, the market and reputation.

Risk Type & Description Timeframe Potential financial impact

Policy and legal risk

The risk of higher costs as a consequence of planned/potential regulation such as a carbon tax, or packaging related regulations/taxes

such as UK Extended Producer Responsibility (EPR).

The IEA Net-Zero Emissions by 2050 climate scenario identifies a potential need to introduce carbon pricing for all industries in developed

countries starting from $140 per tonne CO

e in 2030, rising to $205 per tonne CO

e in 2040.

Medium-term

Strategic response:

We have approved science-based targets that will see us becoming net-zero across our own operations by 2035 and across our full supply chain by 2050, if not sooner. We have already begun our

decarbonisation journey in areas such as moving to 100% renewable electricity and 100% electric forklift trucks.

We are also focused on reducing, reusing and recycling across our packaging. 100% of our Barr Soft Drinks and FUNKIN packaging is already recyclable and we are increasing our use of recycled material.

We now have 100% recycled plastic film across consumer multipacks and introduced our first 100% recycled bottles in April 2022, as part of a longer-term objective of having 100% recycled content across

our full portfolio of plastic bottles. Discussions are also underway with our glass bottle and aluminium can suppliers on how we can work together to increase recycled content in the products they provide.

We are reducing packaging where possible, such as a recent reduction in the weight of our factories’ outer stretch wrap.

In addition, we are positive supporters of the implementation of the Deposit Return Scheme (DRS) in the UK, which will help to mitigate potential EPR costs for the business – the latest government proposals

in this area have confirmed that containers subject to DRS will be out of scope of EPR.

Market and technology risk

The risk that energy and other related costs rise as industry transitions to new sustainable business models e.g. renewable electricity,

packaging material supply, bio fuel etc. This could result in increased costs to the business as our supply base passes these increases through.

Medium-term

Strategic response:

Volatile input costs, particularly energy related, are mitigated where possible by timely procurement and long-term contract management such as our 10-year renewable electricity agreement.

We monitor market conditions carefully and ensure that decision-making takes into account external trends and economic forecasts, ensuring availability can meet our supply needs at an acceptable cost.

Market risk

The risk that consumer or customer behaviours change in relation to single-use packaging or as a result of regulatory changes

designed to reduce the impact of climate change, such as DRS, resulting in a reduction in demand for our products or consumers

switching to brands perceived as more sustainable.

Medium-term

Strategic response:

We are positive supporters of the implementation of an interoperable UK-wide DRS scheme. By incentivising consumers to return their drinks containers, DRS will set drinks packaging apart, as drinks

containers will become part of a truly circular economy.

The delivery of our net-zero roadmap, and specifically our drive to reduce, reuse and recycle across our packaging, are key to improving our environmental credentials and further building trust with consumers.

RESPONSIBLE BUSINESS REPORT CONTINUED

We respect the environment continued

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Opportunities

associated with resource efficiency, energy sources, products and services, markets and resilience.

Opportunity Description & Type Timeframe Potential financial impact

Energy source opportunity

Use of lower-emission energy sources, such as photovoltaic panels and heat pumps for the generation of electricity, heat and steam,

leading to a reduction in greenhouse gas emissions.

Medium-term

Strategic response:

These initiatives present a significant opportunity to reduce our Scope 1 (by the reduction of gas consumption from heat pumps) and Scope 2 (from on-site electricity generation from photovoltaic panels)

emissions, thereby mitigating the on-cost associated with the potential introduction of carbon pricing while also potentially delivering utility cost reductions.

Market opportunity

The opportunity that consumer behaviours change, with consumption patterns shifting towards products perceived to be more

environmentally friendly, resulting in sales opportunities. More environmentally conscious consumer behaviours could include supporting

companies who have clear plans to achieve net-zero or who are actively engaged in DRS schemes. It could also extend to the favouring

of domestic produced products. This opportunity could also lead to the attraction of new talent to our workforce.

Long-term

Strategic response:

Communication with our customers and consumers is key to ensuring our environmental sustainability plans and progress are well understood. We provide regular updates to our customers via our sales

teams and we are increasingly communicating directly with consumers, both on pack and through traditional and social media channels.

The recent acquisition of the MOMA business illustrates how sustainability factors are now integrated into business and corporate development decision-making. The MOMA brand champions UK oats

and British farming, and as a dairy milk alternative, oat milk is one of the most sustainable options.

We believe that our strategic actions are

currently providing an acceptable degree of

long-term resilience, taking into consideration

different climate-related scenarios.

Risk management

Identifying risks

Each department or function in the Company

has its own risk register that is reviewed on a

regular basis. Climate-related risks, including

those associated with existing and emerging

regulatory requirements, are identified and

assessed alongside other business risks during

the departmental reviews. Departmental risk

registers feed into the Group risk register, which

is reviewed by our Group Risk Committee every

two months.

The Emerging Risks and Opportunities Group,

as already detailed in the Governance section,

is responsible for the Group‘s emerging risks

and opportunities register, with a longer-term

horizon than that considered by the

departmental units.

The ESG Committee owns, and is responsible

for monitoring and updating, our material risks

and opportunities related to climate change.

The ESG Committee is supported by a cross-

functional group of senior executives who help

input into this process both in terms of risk

identification and assessment aligned to varying

climate scenarios. A full review was undertaken

during the year against three climate scenarios.

The three scenarios were used in order to

represent best-case, intermediate and

worst-case situations against which to

consider impacts and likelihoods.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Best-case climate scenario

IEA Net-Zero Emissions (NZE) by 2050

Scenario narrative & context

Under this scenario, the global energy sector reaches net-zero emissions of CO

by 2050 by deploying a wide portfolio of clean energy technologies and

without offsets from land-use measures. It also depends on a high degree of fair and effective global co-operation and collaboration. All countries are

required to contribute to deliver the desired outcomes.

This scenario assumes that all regions introduce pricing of CO

emissions alongside other policies designed to bring about clean energy transitions in the

NZE Scenario. For advanced economies the assumed carbon price by 2030 is $140 per tonne of CO

Intermediate climate scenario

IPCC RCP 4.5 pathway

Scenario narrative & context

Emissions start declining by approximately 2045 to reach roughly half of the levels of 2050 by 2100.

Global temperatures rise between 2°C and 3°C, by 2100, sea levels rise and many plant and animal species are unable to adapt.

Worst case climate scenario

IPCC RCP8.5 / SSP5

Scenario narrative & context

Limited efforts are made by governments and businesses to reduce greenhouse gas emissions, leading to temperature rises of 4°C above pre-industrial

levels by 2100.

In this scenario, the emphasis turns to protecting the population and operational assets from the catastrophic impact of the changing climate as opposed

to reducing the emissions themselves.

We chose this scenario to assess the potential physical risks on our business and supply chain, as it is supported with long-term data ranges on temperature,

precipitations and rise in sea-levels. The data from the scenario extends to 2100 and allows us to take long-term views on risks, considering the impact

of market change in the locations of our own assets and at the origin of our key materials.

Assessing risks

Our Group risk register guidelines provide the

framework for defining financial and strategic

impacts on our business. This framework applies

equally to climate-related risks and categorises

five levels of risk impact: “insignificant”, “minor”,

“moderate”, “major” and “critical”.

The Group risk register guidelines also

include definitions for the likelihood of the risks,

including: “rare”, “unlikely”, “possible”, “likely”

and “almost certain”.

Different parameters are taken into account when

assessing the potential impact of a risk, including

financial aspects, environmental aspects and

other aspects such as health and safety and

corporate reputation. Each risk is given a risk

rating before and after mitigating actions.

Gross risk impacts that fall in the categories

of “moderate”, “major” or “critical” would be

deemed to be material.

From a financial perspective, a “moderate”

impact is defined as impacting financial

turnover or profit by between 3% and 10%, a

“major” impact is defined as impacting financial

turnover or profit by more than 10% and less

than 25%. A financial impact of 25% of more on

turnover or profit would be deemed as “critical”.

Managing risks

The resolution of moderate impacts requires the

input from our Executive teams. The resolution

of major and critical impacts requires the input

from the Board and/or its sub-committees.

The Group Risk Committee reports back to the

Audit and Risk Committee, attended by Board

Directors. Similarly, the ESG Committee reports

to the Board on the material climate-related

risks identified.

Mitigating actions are developed for each risk

and their effectiveness is reviewed on an ongoing

basis. New actions are triggered in order to

further reduce the net score of each risk,

especially for those risks that sit outside of the

Board risk appetite. Functional risk registers are

reviewed in depth by the Group Risk Committee

according to an annual schedule to ensure that

risks are well represented and that actions are

taken to reduce the level of risk for the business.

Metrics & targets

The mitigating actions for our key climate-

related risks, identified through our ESG

Committee and our multi-functional and

business-wide risk management process,

are being managed primarily through our

No Time To Waste environmental sustainability

programme. This programme has identified

a number of long-term climate-related goals,

with the key deliverables being the achievement

of our science-based targets and the ultimate

delivery of our net-zero by 2050 commitment.

Other climate-related targets and KPIs,

including those related to packaging, waste and

water are detailed within our long-term goals

and non-financial key performance indicators

on pages 13 to 21.

Our metrics and targets focus primarily on

the reduction of Scope 1, 2 and 3 greenhouse

gas emissions, identified as a cross-industry,

climate-related metric category.

RESPONSIBLE BUSINESS REPORT CONTINUED

We respect the environment continued

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Our 2022/23 greenhouse gas emissions

Emissions (tCO

2020/21 2021/22 2022/23

Total Scope 1 5,434 3,848 4,364

Total Scope 2 – market based 1,888 1,036 180

Scope 3

Category 1a – Purchased goods and services (product-related) 106,608 86,767 98,109

Category 1b – Purchased goods and services (non-product related) 7,625 11,877 5,233

Category 2 – Capital goods 1,763 3,311 8,623

Category 3 – Fuel and energy related activities 2,150 2,158 2,476

Category 4 – Upstream transportation and distribution 4,587 30,616 21,806

Category 5 – Waste generated in operations 66 117 191

Category 6 – Business travel 226 85 177

Category 7 – Employee commuting 427 223 399

Category 8 – Upstream leased assets – – –

Category 9 – Downstream transportation and distribution 18,768 18,254 17,565

Category 10 – Processing of sold products – 348 128

Category 11a – Use of sold products (direct) – – 4,768

Category 11b – Use of sold products (indirect) 3,428 2,016 2, 745

Category 12 – End-of-life treatment of sold products 1,570 4,236 5,794

Category 13 – Downstream leased assets – – –

Category 14 – Franchises 62 – –

Category 15 – Investments – 99 108

Total Scope 3 147,280 160,107 168,122

Total Scope 1, 2 & 3 154,602 164,991 172,666

Note: Scope 2 emissions for 2022/23 have been revised from 176 to 180 following the Carbon Trust verification process. See the SECR report for further explanation.

Our science-based

targets

Overall Net-Zero Target

We commit to reach net-zero

greenhouse gas (GHG) emissions across

the value chain by FY2050 from a

FY2020 base year.

Near-term Targets

We commit to reduce absolute Scope 1

and 2 GHG emissions 60% by FY2030

from a FY2020 base year. We also

commit to reduce absolute Scope 3

GHG emissions from purchased goods

and services, upstream transport and

distribution and downstream transport

and distribution 25% within the same

timeframe.

Long-term Targets

We commit to reduce absolute Scope 1

and 2 GHG emissions 90% by FY2035

from a FY2020 base year.

We also commit to reduce Scope 3 GHG

emissions from purchased goods and

services, upstream transport and

distribution and downstream transport

and distribution 90% by FY2050 from a

FY2020 base year.

Notes: FY2020 refers to A.G. BARR financial year

2020/21 ended in January 2021. The same convention

applies to FY2030, FY2035 and FY2050.

Environmental targets form part of the business

metrics assessed during the year and where

appropriate are linked to individual reward. The

Long Term Incentive Plan (LTIP) for Executive

Directors includes a measure aligned to

environmental sustainability.

Our SBTi approved science-based carbon

reduction targets are in line with the latest climate

science recommendations necessary to meet

the goals of the Paris Agreement and limit the

temperature increase to 1.5°C above pre-

industrial levels.

These targets are detailed below and set out

our commitment to be net-zero across our own

operations by 2035 and across our wider supply

chain by 2050, if not sooner.

A.G. BARR p.l.c. Annual Report and Accounts 2024

RESPONSIBLE BUSINESS REPORT CONTINUED

Our total 2022/23 emissions increased year-on-

year by 4.7%.

Our combined Scope 1 and 2 emissions reduced

as a result of a number of positive actions. These

are detailed in the SECR section that follows.

Scope 3 increased primarily as a result of:

• increased sales volumes

• the addition of a full year of emissions for the

MOMA business

• the addition of eight weeks of emissions for

the Boost business

Our SBTi approved science-based targets were

established using our 2020/21 baseline emissions

and were therefore calculated prior to the

acquisitions of MOMA and Boost. We are now

in the process of recalculating this baseline data

to include MOMA and Boost. This will allow us

to track and report on future progress against

our science-based targets, using accurate

comparators and ensuring our data and our

goals are representative of our enlarged Group.

On a like-for-like basis, excluding the impact

of MOMA and Boost, and taking into account

emissions from Barr Soft Drinks and FUNKIN,

our total year-on-year emissions reduced by

1,049 tonnes, reflecting the progress made

against our net-zero commitment. Further

information can be found within our carbon

reduction section and net-zero roadmap on

pages 28 to 31.

While our full carbon footprint assessments run a

year in arrears due to calculation and validation

requirements, our Scope 1 and 2 emissions data

is available for the 2023/24 financial year in the

SECR section. This shows a significant increase

in year-on-year Scope 1 emissions as a result

of a change in the recommended methodology

related to CO

used in our manufacturing

processes, previously classified and accounted

for in Scope 3 emissions. Excluding these

reclassified emissions, our Scope 1 and 2

emissions would have reduced by 43% versus

the baseline. Work is ongoing to recalculate

our baseline 2020/21 data using this new

methodology to allow a valid comparison

to be drawn on an ongoing basis.

TCFD and CFD Compliance Statement

We have complied with the requirements of

LR 9.8.6(8)R, except for Metrics and Targets B

given that our Scope 3 emissions are disclosed

in arrears, by including climate-related

financial disclosures consistent with the

TCFD recommendations and recommended

disclosures. The climate-related financial

disclosures made comply with the requirements

of the Companies Act 2006 as amended by the

Companies (Strategic Report) (Climate-related

Financial Disclosure) Regulations 2022.

Scope 3 emissions are disclosed a year in

arrears due to calculation and validation

requirements.

Streamlined Energy and Carbon

Reporting (SECR)

We are reporting against the SECR framework

for the fourth year, for the period 30 January

2023 to 28 January 2024. We report as a quoted

Company and confirm that all the minimum

requirements have been addressed and are

presented here. All global energy and emissions

reported relate to UK operations – there are no

non-UK energy and emissions.

Our total energy consumption for 2023/24

was 44,446,210 kWh. This includes our electricity

and natural gas usage for our production,

distribution and office buildings as well as

transport fuels for logistics vehicles and

Company cars.

Under a location-based approach the total global Scope 1 and 2 carbon emissions associated with

our reported energy use and fugitive emissions from refrigerant leaks and carbonation losses for

2023/24 were 11,696.41 tCO

e, as summarised in the table below:

Carbon Emissions (Location-based)* 2023/24 2022/23

Scope 1 emissions – (tCO

e) 6,897.47 4,363.67

Scope 2 emissions – purchased electricity (tCO

e) 4,798.94 4,328.29

Scope 2 emissions – purchased steam (tCO

e) – 130.87

Total Scope 1 & 2 emissions (tCO

e) 11,696.41 8,822.83

* The location-based approach applies UK grid average carbon emission factors to all Scope 2 purchased electricity.

Under a market-based approach the total global Scope 1 and 2 carbon emissions associated with our

reported energy use and fugitive emissions from refrigerant leaks for 2023/24 were 6,944.01 tCO

as summarised in the table below:

Carbon Emissions (Market-based)* 2023/24 2022/23

Scope 1 emissions – (tCO

e) 6,897.47 4,363.67

Scope 2 emissions – purchased electricity (tCO

e) 46.54 48.70**

Scope 2 emissions – purchased steam (tCO

e) – 130.87

Total Scope 1 & 2 emissions (tCO

e) 6,944.01 4,543.24

* The market-based approach accounts for zero carbon renewable electricity purchase (backed by REGOs) at all A.G. BARR’s

facilities excluding the FUNKIN, Middlebrook, Boost & MOMA leased sites.

** The previously published Scope 2 market-based figure has been revised due to a verification update after publication of the

2022/23 annual report. The published report for 2022/23 stated the Scope 2 market-based purchased electricity figure as

45.16 tCO

e, but the verified figure is confirmed as 48.70 tCO

e. This change was due to a residual grid mix emission factor

update during the verification process.

We respect the environment continued

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Methodology

The methodology used is the WBCSD/WRI

Greenhouse Gas Protocol – a corporate

accounting standard revised edition in

conjunction with UK Government environmental

reporting guidelines including SECR guidance.

An operational control approach has been taken.

We have used the UK Government greenhouse

gas conversion factors for company reporting

2023. Scope 2 emissions from purchased

electricity have been measured using a

location-based approach.

Intensity ratio

For 2023/24 location-based emissions, our

emissions intensity, measured as the total Scope 1

and 2 emissions relative to the thousand litres of

product produced is 25.63 kg CO

e per thousand

litres of product produced. This compares to

20.34 kg CO

e per thousand litres of product

produced, as detailed in our previous Annual

Report. The increase is due to additional

reporting of fugitive CO

emissions from

the carbonation process.

Energy efficiency actions

1. We are procuring REGO backed renewable

electricity across all our operational sites,

leading to a significant reduction in Scope 2

emissions (under market-based reporting).

2. We are rolling out our Brilliance in the Making

continuous improvement programme across

our manufacturing sites. Through this

programme, we are investing heavily in the

training of our staff on better problem solving

and teamworking skills. This programme

improves energy efficiency through reduction

in changeover times, through improvements

in line reliability and the reduction of waste.

3. As part of our capital investment programme

at our Cumbernauld manufacturing site we

are in the process of installing a new PET line.

The oven of the new line will consume circa

11% less power than the previous line. High

pressure air consumption will be 20% less

than on the previous line. This will result in

an estimated annual 195,000 kWh savings.

4. We procured and received 12 CNG trucks that

run on biomethane to replace diesel. This is

expected to deliver reductions of 240 tCO

per annum.

5. The trucks at our Moston depot ran on

Hydrotreated Vegetable Oil instead of diesel,

contributing to an estimated reduction of

100 tCO

A.G. BARR p.l.c. Annual Report and Accounts 2024

We support

healthy living

Calorie reduction

Our job has always been, and continues to be,

about understanding consumers and their

changing tastes and preferences, and providing

them with great products and choice.

We have significantly reduced the total sugar

content across our soft drinks portfolio and

continue to introduce new and innovative

reduced and no sugar products in response to

our consumers’ changing tastes and preferences

and our desire to reduce total calories consumed.

New price and location restrictions came into

force in England in October 2022, applicable

to High Fat, Sugar and Salt (‘HFSS’) products.

The definition of “high sugar” for standard soft

drinks is greater than 4.5g total sugar per 100ml

and therefore 97% of our current soft drinks

portfolio is HFSS exempt.

The UK Soft Drinks Industry Levy (SDIL), often

referred to colloquially as the “sugar tax”, has an

exemption threshold of less than 5g total sugars

per 100ml, therefore 97% of our soft drinks

portfolio is also exempt from the SDIL.

Responsible advertising and marketing

We take our responsibility in how we market,

promote and advertise our products very

seriously. We advertise responsibly, offer a wide

range of pack sizes to assist with portion control

and, by providing clear nutritional information,

enable our consumers to make informed choices.

We fully comply with all of the appropriate

regulations and in some cases go beyond the

standards set, such as in the area of energy

drinks where our industry code exceeds

regulatory requirements.

Labelling

We are committed to providing clear calorie and

nutritional information on our packs and/or our

websites to help consumers choose products that

are right for them. We were one of the earliest

adopters of the government’s voluntary front of

pack nutritional labelling on all our Company-

owned Barr Soft Drinks brands, which is a simple

traffic light style scheme, making it even easier

for consumers to find the information they need.

Research and Development

Our positive portfolio position is supported

by our in-house research, development and

innovation team, which delivers a wide range of

reformulation and innovation projects, using the

experience and capability to optimise recipes

and carry out robust consumer research to

ensure our recipes meet consumer preferences.

RESPONSIBLE BUSINESS REPORT CONTINUED

SUPPORTING HEALTHY

LIVING HIGHLIGHT

Offering choice

The launch of FUNKIN’s first

non-alcoholic ready to drink

cocktail – Alcohol Free Passion

Fruit Martini – offering choice

to those trying to restrict their

alcohol consumption but not

wanting to miss out on the

vibrant flavour and velvety

smooth texture of a bar-quality

cocktail.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

We give

back

Engaging with communities

Supporting and working with our local

communities has been at the core of our

business since we were first established in 1875.

We support a range of charities and community

groups across the UK, from local clubs and

charity fundraisers to large charities helping

people on a national scale. We help in various

ways, including financially, through donations, or

on a practical level with employee volunteering.

Employee volunteering

Our employees are encouraged to take part

in volunteering activities, giving something back

to local communities. This year saw employees

volunteering for a range of deserving causes,

including Marie Curie, The Drinks Trust and

SportsAid.

GIVING BACK HIGHLIGHTS

The Drinks Trust

The good cause: The Drinks

Trust – dedicated to the drinks

and hospitality workforce

How we supported: From

fundraising to running a

marketing masterclass to upskill

the future stars of the hospitality

industry, the FUNKIN team

continued its support of this

important charity, which helps

people both financially and

with their wellbeing and skills

development.

Marie Curie

The good cause: Marie Curie –

the UK’s largest end-of-life charity

How we supported: Marie Curie

is Barr Soft Drinks’ current charity

partner which sees the business

division donating £150,000 over

the three-year relationship,

enhanced by employee

fundraising. In 2023 teams across

our sites embraced a 3-minute

ice cold bath challenge raising

an additional £9,000 to provide

care and support to terminally

ill people and their loved ones.

Age Scotland

The good cause: Age Scotland

– the national charity for older

people

How we supported: This year

IRN-BRU released a limited-

edition pair of extra comfy

trousers designed for Christmas

feasting. All trouser profits went

to Age Scotland, providing over

300 friendship calls over the

festive season.

SportsAid

The good cause: SportsAid –

the charity supporting talented

young athletes to achieve their

ambitions in sport and life

How we supported: Boost Drinks

partnered with SportsAid in 2022

and in 2023 continued its support

by giving some of the UK’s most

promising athletes a social

media masterclass.

A.G. BARR p.l.c. Annual Report and Accounts 2024

FINANCIAL REVIEW

An excellent financial performance

with strong top and bottom line

growth, delivering record revenue

and profit, and confidence in the

Group’s long-term growth strategy.

Stuart Lorimer

Finance Director

Overview

The business has delivered a very pleasing set

of results in a competitive market environment,

reflecting the benefit of strong brands, an agile

organisation and a talented team.

Revenue grew 25.9% to £400.0m. Like-for-like

revenue growth*, which excludes the dilutive

effect of the Boost acquisition, was up 8.0%. This

strong performance was broad-based across

the portfolio, driven by core brand distribution

gains and successful revenue management that

supported margins but ensured our brands

remained affordable during a period of

continued pressure on household incomes.

As expected, operating margin was impacted by

the 2022 Boost acquisition. However, the Group

reported a record adjusted profit before tax*

of £50.5m up 16.1% on the prior year (2022/23:

£43.5m), driven by our strong trading

performance, further efficiency across our

supply chain as well as progress across our

margin rebuild programme. Reported profit

before tax was £51.3m (2022/23: £44.4m).

Our balance sheet and cash generation remain

strong. During the year £60.2m cash generated

from operations funded the £12.3m acquisition of

Rio Tropical Limited in October 2023, supported

the continued commitment to capital investment

across our operating sites (cash capital

expenditure* of £17.8m) and gives the confidence

to recommend a 17.0% increase in the final

dividend in line with our progressive dividend

policy. Following these significant investments

in brands and assets, we ended the year with

£53.6m net cash in bank* (2022/23: £52.9m).

The Group has significant debt capacity

headroom of up to 2.5x EBITDA. However, in the

near term, we value the financial flexibility that

positive cash position provides.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

SEGMENTAL

PERFORMANCE –

REPORTED REVENUE

Soft drinks

+30%

Cocktail

+0.2%

Other

+28%

The ongoing investment in our brands, asset

base and people reinforces our confidence that

the business will continue to grow and create

value in line with our strategic ambition.

Adjusting items

The reported results include a £0.8m credit

(2022/23: £0.9m credit) within operating

expenses which has been excluded from

adjusted profit before tax*. The adjustment

relates to a prior year accrual associated with

the acquisition earn-out of Boost Drinks Limited

in December 2022. Following the lapse of the

earn-out, the accrual is no longer required and

has been released.

Segmental performance

There are three reportable segments in the

Group:

• Soft drinks

• Cocktail solutions

• Other

Soft drinks – Revenue up 30.0%, gross profit

up 23.7%.

A strong performance across our soft drinks

segment was driven by the combination of

growth in average unit selling price and growth

in underlying volume (up c.3%) in an overall

market that experienced volume decline.

Despite mixed summer weather, IRN-BRU and

Rubicon delivered both volume and revenue

growth as a result of securing new customers,

extending distribution with existing customers,

revenue growth, improved format mix and

successful innovation.

IRN-BRU performed particularly well in England,

benefiting from the continued success of zero

sugar XTRA which delivered double digit growth.

IRN-BRU’s innovation across the year focused

on limited edition summer flavours as well as

a Scottish launch of a new product, PWR-BRU,

into the energy category.

Rubicon had a very strong year, delivering

double-digit growth in both volume (up 10.0%)

and revenue (up 14.7%), with an impressive

performance from both Rubicon Spring and

Rubicon Sparkling, underpinned by Rubicon

Still’s return to growth and the continued focus

on Rubicon RAW, the brand’s energy drink

launched in 2021.

Our financial results for 2023/24 include a full

12 months’ contribution from the Boost portfolio,

while the prior year comparators include Boost’s

contribution for only the two months from the

point of acquisition.

The Boost Drinks portfolio spans energy, sports

and iced coffee and includes Rio, the tropical

fruit drinks brand acquired by the Group in

October 2023. The portfolio held volumes flat

in a year when the business was focused on

margin after a challenging period of sustained

input inflation.

Across the remainder of our portfolio, KA grew

7.8% in revenue and 5.3% in volume. This offset

Sun Exotic and Simply Fruity which lost volume

as a result of production and customer

prioritisation decisions.

Cocktail solutions – Revenue up 0.2%, gross

profit down (4.9)%.

FUNKIN reported broadly flat revenue versus

particularly strong prior year comparatives, in the

context of a difficult period for the on-trade and

lost distribution in Australia, as a result of supply

chain challenges. The on-trade environment was

more challenging with customers under pressure

from lower late night venue footfall, consumer

spending squeeze and high inflation across

their cost base.

Volume and revenue continued to grow strongly

in the important take home channel. FUNKIN

ready to drink (RTD) cocktails maintained their

market leading position in the grocery channel

with broader and deeper distribution of their

award-winning RTD cocktails.

Other – Revenue up 28.0%, gross profit up 39.1%.

This segment represents our MOMA business

division, comprising oat milk drinks and other

oat-based products, primarily porridge. Since

acquisition we have consistently invested in the

long-term potential of oat milk, given MOMA’s

growing position in this winning segment of

plant-based drinks.

MOMA continues to build distribution, achieving

revenues over £10m for the first time, up 28%

versus the prior year. Oat milk continues to grow

in both grocery and out of home channels.

Targeted customer wins in speciality coffee

outlets are particularly pleasing and indicate

further growth potential in a market where taste

and quality are highly prized.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Balance sheet

Disciplined capital allocation is a key component of

our business strategy. The Board regularly reviews

this strategy in the context of its prevailing risk

appetite, current capital programme and strategic

plans. We continue to believe that a strong balance

sheet supports growth, while enabling M&A and

securing a sustainable progressive dividend. The

Board retains a medium-term intention to operate

an efficient balance sheet, which would include a

prudent amount of debt, and is comfortable that

the cash flows and earnings profile of the Group

could support a debt capacity up to 2 – 2.5x

EBITDA. However, in the near term, the Group

wishes to have the financial flexibility provided

by a positive cash position to provide agility to

react to adverse trading conditions and fund,

from existing cash and debt resources, potential

mergers and acquisitions that are a key element

of the Group’s growth strategy. We will review

annually the level of cash held against these

objectives to identify any surplus.

In the year ended 28 January 2024, the Group

successfully completed the acquisition of the

Rio tropical drinks brand through the purchase

of Rio Tropical Limited for £12.3m. The acquisition

was fully funded from Group cash reserves.

The Rio brand had previously been marketed

and distributed under a franchise agreement

by Boost Drinks Limited. Securing full ownership

of the brand allows the Group to invest in its

long-term growth. The primary financial

implications of the acquisition are the elimination

of brand owner royalty payments and a £15.3m

increase in intangible assets.

The Group remains financially strong with net

cash at bank, no material trade debt issues,

appropriate inventory levels, a defined benefit

pension surplus and a £23.9m increase in the net

asset base to £292.7m. Together with operating

profit growth, these deliver a healthy and

improving Return on Capital Employed of 18.7%.

Taxation

The reported tax rate for the year ended

28 January 2024 was 25.0% compared with

23.6% for the year ended 29 January 2023.

The corporation tax rate was 19% for the first

2 months of the financial period and 25% for the

remaining 10 months (2022/23: 19%). Deferred

tax was calculated at 25% for the full 12 months.

Earnings per share (EPS)

Adjusted basic EPS* for the year was 33.88p, an

increase of 14.2% on the prior year. This reflects

the strong profit performance, an unchanged

share base and the increased tax charge

detailed above. Excluding the impact of taxation,

EPS rose 16.1%. Basic reported EPS was 34.59p,

an increase of 13.5% on last year. Based on a

diluted weighted average of 112,448,605 shares,

diluted EPS was 34.24p (2022/23: 30.22p).

Dividends

The Group’s dividend policy aims to deliver

a progressive and sustainable dividend to

shareholders that has regard to performance

trends including revenue, profit after tax and

cash, and that satisfies certain guiding principles

around dividend cover, payout ratios and

medium-term profit outlook.

In line with this framework, and following the

interim dividend of 2.65p per share paid in

October 2023, the Board is recommending a

final dividend for the period of 12.40p. This will

bring the full year dividend to 15.05p per share

(2022/23: 13.10p per share) which provides

2.3 times dividend cover and delivers a payout

ratio of 51%. Subject to approval by shareholders

at the AGM in May, the final dividend will be paid

to holders of ordinary shares on the register as

of 10 May 2024 with an ex-dividend date of

9 May 2024.

Cash flow

Our cash performance remains positive with

cash generated from operations of £60.2m

and a profit to cash conversion ratio* of 96.0%,

driven by a continued focus on disciplined

cash management.

Overall working capital impact on cash flow has

been an outflow of £5.2m. Higher inventories,

from a combination of input cost inflation,

increased mango stocks and a planned

stock-build to support customer service during

the installation of our new PET line at

Cumbernauld have been partially offset by

improved finished stock management. Trade

payable have benefited from lower finished goods

in both FUNKIN and Boost while trade receivables

have increased by 6%, broadly in line with revenue.

Cash capital expenditure* of £17.8m (2022/23:

£14.6m) was focused on our multi-year asset

refresh programme at our Cumbernauld site.

This programme continues on plan with the

upgrade of our large format PET line successfully

commissioned in the summer of 2023 and the

installation of a new small format PET line on

schedule for completion in the first quarter

of 2024.

The capital programme is part of an overall

longer term, supply chain optimisation

programme that aims to support future profit

growth by providing improved efficiency,

capacity and customer service. The programme

will facilitate improved capacity utilisation by

enabling the in-sourcing of much of the Boost/

Rio production currently undertaken by contract

packers. This in-sourcing initiative is an important

element of our margin rebuild strategy. It

commenced in November 2023 with the

successful in-house production of key Boost and

Rio canned products and will complete in 2026/27

at which time we aim to be producing over 90%

of Boost/Rio products in our own facilities.

FINANCIAL REVIEW CONTINUED

Margins

While pricing moderated across many

commodities, as core material costs came off

their 2022 record highs, cost inflation persisted

in employment and service-related inputs.

Gross margin of 38.6% was a decline on the

prior year (2022/23: 40.3%) as a result of the

known medium-term structural impact from

the Boost and MOMA acquisitions. This impact

was offset by disciplined cost management,

the benefit of a resilient and stable supply chain,

and the operational efficiencies delivered from

the accelerated initial phase of Boost/Rio

in-sourced manufacturing.

Overhead costs increased by 23.8% reflecting

a full year of the Boost business, marketing

support behind our brands and ongoing

investment in our talent base. We continually

invest in talent, through both additional

resources and competitive reward and

remuneration, in order to retain and recruit

the right skills to support future growth.

At 12.3%, adjusted operating margin* was 130

basis points below the prior period (2022/23:

13.6%). This was an improvement upon our

expectations from earlier in the year and largely

a consequence of the successful acceleration

of Boost and Rio production in-sourcing. This

provides further confidence that our margin

rebuild programme will deliver as planned

over the next two years.

Interest

The Group remained net cash positive

throughout 2022/23, with surplus cash held on

rolling short-term deposits. Resulting interest

income of £1.4m offset finance charges of

£0.2m largely associated with lease interest

costs under IFRS 16.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Financial risk management

The Group’s risk management process is owned

by the Board and operates at every level within

the business to support the successful delivery

of our strategic objectives and financial plans.

The process is based on a balance of risk and

opportunity, determined through assessment

of the likelihood and impact of the risk and

within the context of the Group’s risk appetite,

as established by the Board. Risks are monitored

throughout the year with consideration to

internal and external factors, and updates to

risks and mitigation plans are made as required.

The principal risks that could potentially have

a significant impact on our business have not

changed since the end of the financial year.

Treasury and commodity

risk management

The treasury and commodity risks faced by

the Group are identified and managed by the

Group Treasury and Commodity Committee

whose activities are carried out in accordance

with Board approved policies and subject to

regular Audit and Risk Committee oversight.

Key financial risks managed by this committee

include exposures to foreign exchange rates

and the management of the Group’s debt,

commodity and liquidity positions. The Group

uses financial instruments to hedge against

foreign currency exposures. No transactions

are entered into for speculative purposes.

The Group seeks to mitigate risks in relation to

the continuity of supply of key raw materials and

ingredients by developing strong commercial

relationships with its key suppliers. The Group

manages commodity pricing risk actively and

where commercially appropriate will enter into

fixed price supply contracts with suppliers to

reduce risk.

As at 28 January 2024, the Group had £20.0m

of funds held on short-term, interest earning

deposit with two relationship banks. In addition

to the Group’s cash position, the Group had

£20.0m of unutilised committed debt facilities,

consisting of a revolving credit facility with our

principal relationship bank. This expires in

February 2026. Our funding requirements

and facilities are continually reviewed to

ensure they remain appropriate, providing

a balance of security and optionality.

Accounting policies

The Group’s financial statements have been

prepared in accordance with International

Financial Reporting Standards and the Listing

Rules of the Financial Conduct Authority.

There have been no changes to the accounting

policies applied this year. All new or amended

standards that are applicable have been

adopted with no material impact on the results

for the current and prior reporting periods.

Pensions

The Group continues to operate the A.G. BARR

p.l.c. (2008) Pension and Life Assurance Scheme.

This is a defined benefit scheme based on final

salary, which also includes a defined contribution

section for pension provision to senior managers.

The defined benefit scheme has been closed to

new entrants since 5 April 2002 and closed to

future accrual for members in May 2016. Existing

and new employees have been invited to join an

outsourced defined contribution scheme.

The pension scheme remains well funded and

no cash payments were made in 2023/24. The

scheme’s triennial valuation as at April 2023

identified a £3.2m surplus on a technical provisions

basis and indicated that the scheme could be

expected to reach self-sufficiency by 2032, with

no additional cash contributions required.

On an IAS 19 valuation basis, which is

determined before the benefit of the Central

Asset Reserve (CAR) funding arrangement, the

surplus of £2.4m as at 29 January 2023 improved

to a surplus of £3.2m as at the balance sheet

date. The scheme has a long-established

financial de-risking strategy that includes

pensioner buy-in policies and asset hedging.

The Group continues to work proactively with

the Pension Trustee to further de-risk the

pension liabilities and secure the commitments

to employee benefits as part of the Group’s

ongoing strategic risk management.

We believe our robust financial fundamentals

are key in the support of our strategy, brand

momentum and strong execution plans,

enabling us to deliver growth in the year ahead

and beyond.

Stuart Lorimer

Finance Director

26 March 2024

* Items marked with an asterisk are non-GAAP measures.

Definitions and relevant reconciliations are provided in the

Glossary on pages 180 to 184.

Note: The Group utilises a range of financial and non-financial

performance indicators to manage and report on the business.

These are set out on pages 12 to 13.

A.G. BARR p.l.c. Annual Report and Accounts 2024

RISK MANAGEMENT

The Board is responsible for the

Group’s risk management and internal

control systems and for reviewing their

effectiveness, supported by the Audit

and Risk Committee.

Julie A. Barr

Group Legal and Risk Director

Risk management approach

A risk management framework is in place,

which sets out the ongoing processes for the

identification, assessment and management

of risks, and for their ongoing monitoring and

review. The Board has defined its risk appetite

in a number of key areas for the business – this

sets out the relative level of risk that the Group

is prepared to seek or accept in the pursuit of

its long-term strategic objectives. The aim is

to ensure that the risks taken by the Group fall

within its defined risk appetite.

Effective risk management is essential to enable

us to achieve our operational and strategic

objectives and deliver long-term value creation.

During the reporting period we have continued

to enhance our culture of risk management

throughout the organisation, which will contribute

towards the successful execution of the Group’s

long-term strategy.

Robust risk assessment

The risk management framework sets out

a systematic approach to risk management,

which is designed to identify risks to the business,

regardless of source. Once identified, risks are

assessed according to the likelihood and impact

of the risk occurring and an appropriate risk

response is determined in line with the Group’s

risk appetite. Risks are re-assessed based on the

strength of the mitigating controls implemented.

The implementation of risk mitigation plans is

subject to ongoing monitoring and review.

A risk-scoring matrix is used to ensure that a

consistent approach is taken across the business

at both a corporate and functional level. This risk

assessment and review process is documented in

the appropriate risk register. Risks are reviewed

on an ongoing basis; the Group’s risk register is

formally reviewed by the Risk Committee every

two months and by the Board and the Audit and

Risk Committee (‘ARC’) twice each year.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

The Board carries out a robust assessment of the

Group’s emerging risks at least once each year

using a horizon-scanning approach together with

internal and external insights. The purpose of

these assessments is to identify key emerging

risks for further evaluation, monitoring and

action planning. Last year a new structure and

processes were implemented to improve the

identification and management of emerging risks

for the Group, linked to the Board’s strategic

planning process – these have operated

effectively during the year under review. A Group

emerging risks and opportunities register is in

place, covering all Group divisions; emerging

risks are captured on the emerging risk register

and are subject to annual review by a group

comprising senior executives from across the

business, including the CEO and Finance Director.

Recommendations arising from that review are

presented to the Board and the output therefrom

informs the Group’s strategy review presented to

the Board each year. The Risk Committee reviews

the emerging risk register at least annually.

Emerging risks remain on the emerging risk

risk register or are no longer deemed to be an

emerging risk. The Board has completed a

robust assessment of the Group’s emerging

risks, including those related to climate change

and technology, during the period.

Risk control assurance

Internal audit work is undertaken by an

independent organisation which develops an

annual internal audit plan having reviewed the

Group’s risk register and following discussions

with the external auditors, management and

members of the ARC.

During the year the ARC has reviewed reports

covering the internal audit work. This has

included assessment of the general control

environment, identification of any control

weaknesses and quantification of any

associated risk, together with a review of the

status of mitigating actions. The ARC has also

received reports from management in relation

to specific risk items, together with reports from

the external auditors, who consider controls to

the extent necessary to form an opinion as to the

truth and fairness of the financial statements.

The Group’s internal control and risk management

systems are designed to manage rather than

eliminate the risk of failure to achieve business

objectives and can provide only reasonable

but not absolute assurance against material

misstatement or loss.

The report of the ARC can be found on pages

70 to 73.

Principal risks and uncertainties

The Board has carried out a robust, systematic

assessment of the principal risks facing the

Group during the period, including those which

would threaten its business model, future

performance, solvency, liquidity or reputation.

The table below sets out the Group’s principal

risks as determined by the Board, the net risk

ratings, the net risk movement from the prior

year and examples of corresponding controls

and mitigating actions. The Group’s principal

risks have continued to evolve during the year

against the backdrop of a challenging and

uncertain external environment; management

has continued to focus on the implementation of

appropriate mitigating actions and controls, in

line with the Group’s risk appetite. The principal

risks set out in the table below represent the

Group’s current risk profile – these are not

intended to be an exhaustive list of all risks

facing the Group. The principal risks are

prioritised on a net risk basis.

Effective risk management

is essential to enable us to

achieve our operational

and strategic objectives

and deliver long term

value creation.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Risk Impact Controls and mitigating actions

Net risk

impact

Net risk

likelihood

Net risk

rating

Movement

Government

intervention on

climate change and

environmental issues,

e.g. packaging waste

Government intervention on climate change

and environmental issues, e.g. the introduction

of a Deposit Return Scheme in the UK or the

introduction of a carbon tax, could have an

adverse impact on consumer consumption

patterns, sales and operating profits.

The increased pace of change and level of environmental

campaigning in relation to climate change and areas such as

packaging reported last year has continued during the year.

We have clearly defined responsibility commitments with

regard to waste, water, energy, sustainable sourcing and

packaging. We continue to work constructively with the British

Soft Drinks Association, the UK and Scottish governments, and

other key stakeholders in relation to potential interventions,

such as the introduction of a Deposit Return Scheme (‘DRS’)

in Scotland and the rest of the UK.

Various environmental sustainability related workstreams

continue to be progressed through our ‘No Time To Waste’

environmental sustainability programme – further details

are set out below.

Moderate High High

Loss of product

integrity

A loss of product integrity in the manufacturing

supply chain could lead to a product withdrawal

or recall.

Appropriate risk assessments are carried out on a regular

basis and robust quality controls and processes are in place

to maintain the high quality of our products. Product recall

procedures are tested regularly.

Moderate Low Moderate

Environmental Social

Governance (‘ESG’)

risks

An inability to meet the Group’s ESG commitments

could impact revenue if consumers choose to

purchase and consume alternative brands,

Governments impose additional taxes or the

associated reputational damage makes it difficult

to recruit talent.

ESG risks are a principal risk for the Group due to

the continuing focus from all stakeholders (including

Governments, customers, consumers, competitors,

employees and investors) on ESG matters, in particular

environmental sustainability.

Five environmental sustainability related workstreams

continue to be progressed through our Group-wide ‘No Time

To Waste’ (‘NTTW’) environmental sustainability programme:

plastic and packaging, net-zero, sustainable sourcing, water

and waste. The NTTW programme reports to the NTTW

Steering Group, which is responsible for setting the Group’s

environmental strategy, for achieving the Group’s

environmental targets, and for monitoring and managing

the associated risks. The NTTW Steering Group is overseen

by the ESG Board Committee. Further detail is provided in

the Responsibility Report on pages 20 to 43.

Moderate Low Moderate

RISK MANAGEMENT CONTINUED

Movement: No change Increased Decreased New

The net risk movement from the prior year for each principal risk is set out in the table below.

Principal risks and uncertainties

Net risks relating to the Group

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Risk Impact Controls and mitigating actions

Net risk

impact

Net risk

likelihood

Net risk

rating

Movement

Changes in consumer

preferences,

perception or

purchasing behaviour

Consumers may decide to purchase and consume

alternative brands or spend less on soft drinks.

The Group offers a broad range of branded products across

a range of flavours, subcategories and markets which offer

choice to the end consumer. Changing consumer attitudes

and behaviours are monitored on an ongoing basis and

inform our brand plans and new product development.

Through investment in innovation across the year we

have adapted our portfolio to align with these changing

consumer needs.

Moderate Low Moderate

Failure of critical IT

systems or a breach

of cyber security

A failure of critical IT systems could result in a loss

of key systems, business interruption, lost sales or

lost production. A cyber security breach could

lead to operational disruption, financial loss and

reputational damage.

IT assets within the Group are proactively managed and

procedures exist that support effective and efficient recovery.

Robust business continuity plans and contingency measures

are in place and are regularly tested. Appropriate processes

and controls related to IT systems resilience and recovery

capability are in place.

The risk of cyber attacks continues to increase on an ongoing

basis, including the risk of a ransomware attack. In response

to this we have taken further actions during the year to ensure

that appropriate cyber risk monitoring controls are in place,

to ensure the effective mitigation of these increased risks,

and to facilitate business recovery in the event of an attack.

During the year, a ransomware simulation training exercise

took place to ensure the business is as prepared as possible

in the event of an attack.

Employee awareness campaigns and training continued

during the year to increase employee cyber risk awareness.

A Digital Governance Group is in place, overseen by the

Risk Committee, the purpose of which is to manage the risks

related to the Group’s externally facing digital properties.

Moderate Low Moderate

Movement: No change Increased Decreased New

A.G. BARR p.l.c. Annual Report and Accounts 2024

Risk Impact Controls and mitigating actions

Net risk

impact

Net risk

likelihood

Net risk

rating

Movement

Failure of the Group’s

operational

infrastructure

A catastrophic failure of the Group’s major

production or distribution facilities could lead

to a sustained loss in capacity or capability.

Assets within the Group are proactively managed and

maintained. Risk assessments are carried out on a regular

basis and appropriate actions taken. Robust business

continuity plans are in place and are regularly tested.

The business continuity employee training programme

continued during the year.

Moderate Low Moderate

Financial risks The Group’s activities expose it to a variety of

financial risks which include market risk (including

medium-term movements in exchange rates,

interest rate risk and commodity price risk),

credit risk and liquidity risk.

Financial risks are reviewed and managed by the Treasury

and Commodity Committee, which seeks to minimise adverse

effects on the Group’s financial performance through hedging

known currency exposures throughout the year.

The Group’s finance team reviews cash flow forecasts

throughout the year, with headroom against banking

covenants assessed regularly. The finance team uses external

tools to assess credit limits offered to customers, manages

trade receivable balances vigilantly and takes prompt action

on overdue accounts. The Group’s financial control

environment is subject to review by both internal and external

audit. Internal audit’s focus is to work with and challenge

management to ensure an appropriate control environment

is maintained.

Moderate Low Moderate

Loss of continuity

of supply of major

raw materials

The loss of continuity of supply of raw material

ingredients and/or packaging materials could

impact our ability to manufacture, with an adverse

impact on the Group’s sales and operating profits.

There is a robust supplier selection process in place.

Supplier performance is monitored on an ongoing basis

and audits are undertaken for major suppliers. Dual sources

of supply are sourced wherever possible.

Commodity risks are managed by the procurement team

and reviewed by the Treasury and Commodity Committee.

Contingency measures are in place and are tested regularly.

Moderate Low Moderate

Inability to protect the

Group’s intellectual

property rights

Failure to protect the Group’s intellectual

property rights could result in a loss of

brand value.

The Group invests considerable effort in proactively

protecting its intellectual property rights, for example through

trademark and design registrations and vigorous legal

enforcement as and when required.

Moderate Low Moderate

RISK MANAGEMENT CONTINUED

Movement: No change Increased Decreased New

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Risk Impact Controls and mitigating actions

Net risk

impact

Net risk

likelihood

Net risk

rating

Movement

Adverse publicity in

relation to the soft

drinks industry, the

Group or its brands

Adverse publicity in relation to the soft drinks

industry, the Group or its brands could have

an adverse impact on the Group’s reputation,

consumer consumption patterns, sales and

operating profits.

Our risk management process is designed to identify and

monitor events that may impact the Group as a result of

adverse publicity and to ensure that controls are in place

to manage these risks.

Processes are in place to ensure compliance with health

and safety legislation and ethical working standards, and

these are regularly reviewed by the Board and Executive

Committee. Quality standards are well defined, implemented

and monitored. Our environmental commitments are being

progressed through our ‘No Time To Waste’ environmental

sustainability programme – further details are set out above.

The Group maintains and develops ISO 9001 and 14001

systems and AA rated BRC standards which are subject to

annual external audits, with any non-conformances

addressed in a timely manner. The Company also holds

ISO 45001 certification.

We are committed to providing clear calorie and nutritional

information on our packs and/or our websites to help

consumers choose products that are right for them. We are

long-standing users of the UK Government’s voluntary front

of pack nutritional labelling scheme.

Low Moderate Moderate

Movement: No change Increased Decreased New

A.G. BARR p.l.c. Annual Report and Accounts 2024

Risk Impact Controls and mitigating actions

Net risk

impact

Net risk

likelihood

Net risk

rating

Movement

Failure to maintain

customer relationships

or take account of

changing market

dynamics

Failure to maintain appropriate customer

relationships or a reduction in the customer base

could have an adverse impact on the Group’s

sales and operating profits.

The Group offers a broad range of brands that it

manufactures and distributes through a variety of trade

channels and customers. Performance is monitored closely

by the Board and Executive Committee by trade channel

and customer as appropriate. This includes monitoring of

metrics which review brand equity strength, financial and

operational performance.

The Group focuses on delivering high quality products

and invests heavily in building brand equity. We work closely

in partnership with our customers on an ongoing basis.

Members of the senior management team meet with key

customers throughout the year.

Low Moderate Moderate

Consumer rejection of

enhanced sweeteners

in reformulated

products

Consumers may decide to purchase and

consume alternative brands or spend less

on soft drinks.

Our extensive innovation and reformulation programme was

completed prior to the introduction of the Soft Drinks Industry

Levy in April 2018. 97% of our current Barr Soft Drinks portfolio

produced by volume contains less than 5g of total sugars per

100ml. 97% of our current Barr Soft Drinks portfolio is exempt

from the regulations applicable to High Fat, Sugar and Salt

(‘HFSS’) products. We recognise that the risk of consumer

rejection of the enhanced sweeteners used in our reformulated

products remains. We continue to closely monitor consumer

acceptance levels and brand performance across our total

portfolio and take appropriate mitigating actions.

Low Moderate Moderate

RISK MANAGEMENT CONTINUED

Movement: No change Increased Decreased New

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Viability statement

In accordance with provision 31 of the UK Corporate Governance

Code 2018, the directors have assessed the viability of the Company

over a three year period to January 2027, taking account of the

Group’s current financial and market position, future prospects

and the Group’s principal risks, as detailed in the Strategic Report.

The directors have determined that a three year period is an

appropriate time frame given the dynamic nature of the FMCG

sector and given that this is in line with the Group’s strategic

planning period. The starting point for the viability assessment is

the strategic and financial plan which makes assumptions relating

to the economic climate, market growth, input cost inflation and

growth from the Group’s performance drivers. The prospects of the

Group have been taken into account, including the size of the current

market, the strength of the Group’s brands and past production

capacity investment. The model was then subject to a series of

theoretical “stress test” scenarios based on the materialisation

of principal risks, with input from the business functions.

The directors have considered the impact of a number of severe

but plausible scenarios associated with the principal risks, including

those set out in the table below.

The directors also measured the impact of a number of scenarios

occurring together. Finally, a reverse “stress test” was performed

allowing the Board to assess circumstances that would render its

business model unviable.

As part of our Task Force on Climate-related Financial Disclosures

(‘TCFD’) the Group has assessed potential financial impacts from

climate change to the business. The financial plan for the Group

includes the best estimate of the impacts of climate change on financial

performance, including material cost inflation, an increase in climate-

related regulatory costs, and a change to consumer behaviour. 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 35 to 36.

Credit facilities

The outputs of these scenario tests were reviewed against the

Group’s current and projected future net cash/debt and liquidity

position. The Group closed the financial year with net cash at bank*

of £53.6m. In addition the Group had £20m of unutilised committed

debt facilities, consisting of one revolving credit facility with one

bank. The revolving credit facility has two financial covenants,

relating to interest cover and leverage, and a material adverse

change clause. The term of the £20m facility runs to February

2026, which is within the three year viability timeframe. We

plan to review our credit facility requirements beyond

February 2026 later in 2024.

Result of stress tests

Under the most severe but plausible combined scenarios

above, and with no cost mitigation, the Group’s liquidity

requirements would be satisfied within existing credit facilities.

Should the financial loss be worse than this scenario assumes,

sizable cost mitigation opportunities, such as a reduction in

brand investment, a reduction in capital investment, a

reduction in discretionary overhead spend, reduced dividend

payments, and business reorganisation, would be available

to the Group to further preserve viability.

The reverse stress test showed that a volume drop

significantly beyond our severe but plausible scenarios,

both in depth and duration, would be required in order

to render the business model unviable. These circumstances

are therefore considered implausible.

The results of these tests were reviewed taking into account

the Group’s current position, the Group’s experience of

managing adverse conditions in the past and mitigating

actions available to the Group. Based on this assessment,

the directors 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 to January 2027.

The Strategic Report set out on pages 1 to 55 of this annual

report has been approved by the Board.

By order of the Board

Julie A. Barr

Group Legal and Risk Director

26 March 2024

Scenario Estimated impact

Disruption as a result of cyber-attack, resulting in factories

ceasing production.

No sales for two weeks following attack, followed by a gradual

return to normalised levels from month three onwards.

Significant incremental one off costs as a direct result.

Significant adverse damage to one of the Group’s principal brands

(e.g. IRN-BRU).

A sizeable reduction (in the region of 25%) in brand revenue,

sustained over the duration of the viability period.

Significant changes in consumer preferences and governmental

impact in relation to sugar, plastics and the introduction of a

Deposit Return Scheme (DRS).

A reduction in volumes sold (<5%) over and above current

estimates as a result of the DRS, from the proposed DRS

implementation date until the end of the viability period.

The impact of a pandemic (e.g. Covid-19), associated restrictions,

and a consequent channel shift and reduction in consumer demand.

A reduction in revenue (in the region of 10%) for one year,

to the extent experienced during the Covid-19 pandemic.

* Items marked with an asterisk are non-GAAP measures. Definitions and reconciliations are provided in the Glossary on pages 180 to 184.

A.G. BARR p.l.c. Annual Report and Accounts 2024

BOARD OF DIRECTORS

Mark Allen OBE

Non-Executive Chair

Roger A. White

Chief Executive

Stuart Lorimer

Finance Director

Jonathan D. Kemp

Commercial Director

David J. Ritchie

Non-Executive Director

Susan V. Barratt

Senior Non-Executive Director

Nicholas B. E. Wharton

Non-Executive Director

Zoe Howorth

Non-Executive Director

Julie A. Barr

Non-Executive Director

Louise Smalley

Non-Executive Director

Euan Sutherland

Chief Executive – from 1 May

2024

Term of Office Term of Office

Mark was appointed as a Non-Executive

Director in July 2021 and was appointed Chair

in March 2022.

Roger has been Chief Executive since 2004

having joined A.G. Barr as Managing Director

in 2002.

Stuart joined A.G. Barr in January 2015

as Finance Director.

Jonathan has been Commercial Director

since 2003.

David was appointed a Non-Executive

Director in April 2015.

Susan was appointed a Non-

Executive Director in January 2018

and became Senior Non-Executive

Director in May 2020.

Nick was appointed Non-Executive

Director in November 2018.

Zoe was appointed Non-Executive

Director in July 2021.

Julie was appointed as a Non-

Executive Director in May 2023 having

joined A.G. Barr in 2004.

Louise was appointed Non-Executive

Director in May 2023.

Euan assumes the role as the Group’s

Chief Executive with effect from 1 May

2024 after publication of this report.

Skills, competence and experience: Skills, competence and experience:

Following his early career in the police

force Mark completed a law degree and

subsequently held a variety of corporate

roles. He worked initially with Shell and

latterly with Dairy Crest where he was

CEO from 2007 to 2019.

Mark has held non-executive roles at

Howdens, Dairy UK, Warburtons and

Norcros plc, where he was Chair from

July 2020 until April 2021.

Mark has a deep understanding of

consumer goods as well as significant

public company experience.

Roger began his career with food group

Rank Hovis McDougall where he held

numerous senior positions.

A past President of the British Soft Drinks

Association Roger currently sits on both

the Board of Management and the

Executive Council.

Roger holds an Honorary Doctorate

from the University of Edinburgh and was

Scottish plc Chief Executive of the year in 2010.

Roger has a wealth of consumer goods

experience and proven corporate

leadership skills.

Prior to joining A.G. Barr Stuart spent 22 years

with Diageo in a range of roles and countries,

most latterly as the Finance Director for

Diageo’s Global Supply Operation.

A qualified Chartered Accountant, Stuart

has significant FMCG experience in both

the alcoholic and soft drinks sectors as well

as a strong background in governance and

performance management.

Jonathan’s early career was spent with

Proctor and Gamble where he enjoyed a

successful career in various commercial roles.

An economics graduate, Jonathan has

specialist FMCG skills and experience

in customer business development,

consumer brand building and commercial

proposition optimisation.

David began his career with KPMG before

joining Bovis Homes Group plc in 1998 where

he became Chief Executive in 2008.

A qualified Chartered Accountant, David

has significant operational experience,

governance knowledge and strong

financial oversight gained over 30 years

as a financial professional and 15 years

leading a listed FTSE250 company.

Susan spent the early part of her

career in senior finance roles at

Geest plc, Whitbread plc and

Laurel Pub Company.

Subsequently Susan was CEO

at Eldridge Pope plc, Natures Way

Foods Limited and the IGD and

was also Non-Executive Chair of

Higgidy Limited.

Susan is a Chartered Accountant

with considerable operational and

commercial experience within the

FMCG industry.

Nick has held a number of senior

executive roles across retail and

FMCG businesses during his career.

He was formerly Chief Financial

Officer of Pepco NV, Superdry plc

and Halfords Group plc and was also

Chief Executive Officer at Dunelm plc.

A qualified Chartered Accountant

with extensive finance and retail

experience, both in the UK and

internationally Nick also has

substantial plc and governance

knowledge gained from a variety

of executive and non-executive roles.

Zoe has had a successful career

spanning a range of roles at Procter

and Gamble, United Biscuits and

The Coca-Cola Company where she

spent 16 years, culminating in her

role as UK Marketing Director.

Zoe has also held a number of

non-executive director roles with

private companies.

An economics graduate, Zoe has

extensive FMCG experience,

specifically across the food and

beverage sector, as well as consumer

brand marketing capability and

direct to consumer digital

understanding.

Julie’s early career was spent in

corporate law.

Heading up A.G. Barr’s risk and legal

teams, Julie sits on the Executive

Committee and is a Trustee of the

Company’s pension scheme.

A qualified lawyer with an

international M.B.A., Julie has

extensive legal, governance and

business knowledge.

Louise was Group Human Resources

Director of Whitbread plc for 14 years

and was an Executive Director of

Whitbread plc for 9 years during

a period of significant growth for

the Costa Coffee and Premier Inn

businesses. She previously held

HR roles at Pizza Hut, BP and

Esso Petroleum.

Louise has extensive experience

of branded consumer propositions

and a deep understanding of talent

management and remuneration

within large UK and international

companies.

Euan was most recently Group CEO of

Saga plc, having previously been CEO

of Superdry plc, The Co-op Group and

Group COO of Kingfisher plc.

He has a background in global FMCG

brands, including Mars and Coca-Cola,

plus eight years on the board of Britvic

plc as a non-executive director.

A graduate of Aston Business School,

Euan also holds an Honorary

Doctorate in Business Management.

Euan has a wealth of consumer

goods experience, having led major

consumer-facing businesses both

in the UK and internationally.

External Appointments External Appointments

Non-Executive Director of Troy Income

& Growth Trust.

Non-Executive Director of William Jackson

Food Group Limited.

Director of Elegantly Spirited Limited.

Non-Executive Director of Carr’s Group plc. None. CEO of WElink Homes UK.

Chair of Aspire LPP Limited.

Non-Executive Director of Edward

Billington and Son Limited.

Non-Executive Director of

Oriflame Investment Holding plc.

Non-Executive Director of Water

Babies International.

Non-Executive Director of

International Schools Partnership

Limited.

Non-Executive Director Paragon

Banking Group plc.

Non-Executive Director of

Scottish Ballet.

Non-Executive Director of Gabriel

Precision Oncology Limited.

Non-Executive Director at

DS Smith plc.

Non-Executive Director

of Informa plc.

Committee Membership Committee Membership

Nomination Committee (Chair). Environmental, Social and Governance

Committee.

Audit and Risk Committee.

Nomination Committee.

Remuneration Committee (Chair).

Audit and Risk Committee.

Nomination Committee.

Remuneration Committee.

Environmental, Social and

Governance Committee.

Audit and Risk Committee (Chair).

Nomination Committee.

Remuneration Committee.

Environmental, Social and

Governance Committee (Chair).

Environmental, Social and

Governance Committee.

Audit and Risk Committee.

Nomination Committee.

Remuneration Committee.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Mark Allen OBE

Non-Executive Chair

Roger A. White

Chief Executive

Stuart Lorimer

Finance Director

Jonathan D. Kemp

Commercial Director

David J. Ritchie

Non-Executive Director

Susan V. Barratt

Senior Non-Executive Director

Nicholas B. E. Wharton

Non-Executive Director

Zoe Howorth

Non-Executive Director

Julie A. Barr

Non-Executive Director

Louise Smalley

Non-Executive Director

Euan Sutherland

Chief Executive – from 1 May

2024

Term of Office Term of Office

Mark was appointed as a Non-Executive

Director in July 2021 and was appointed Chair

in March 2022.

Roger has been Chief Executive since 2004

having joined A.G. Barr as Managing Director

in 2002.

Stuart joined A.G. Barr in January 2015

as Finance Director.

Jonathan has been Commercial Director

since 2003.

David was appointed a Non-Executive

Director in April 2015.

Susan was appointed a Non-

Executive Director in January 2018

and became Senior Non-Executive

Director in May 2020.

Nick was appointed Non-Executive

Director in November 2018.

Zoe was appointed Non-Executive

Director in July 2021.

Julie was appointed as a Non-

Executive Director in May 2023 having

joined A.G. Barr in 2004.

Louise was appointed Non-Executive

Director in May 2023.

Euan assumes the role as the Group’s

Chief Executive with effect from 1 May

2024 after publication of this report.

Skills, competence and experience: Skills, competence and experience:

Following his early career in the police

force Mark completed a law degree and

subsequently held a variety of corporate

roles. He worked initially with Shell and

latterly with Dairy Crest where he was

CEO from 2007 to 2019.

Mark has held non-executive roles at

Howdens, Dairy UK, Warburtons and

Norcros plc, where he was Chair from

July 2020 until April 2021.

Mark has a deep understanding of

consumer goods as well as significant

public company experience.

Roger began his career with food group

Rank Hovis McDougall where he held

numerous senior positions.

A past President of the British Soft Drinks

Association Roger currently sits on both

the Board of Management and the

Executive Council.

Roger holds an Honorary Doctorate

from the University of Edinburgh and was

Scottish plc Chief Executive of the year in 2010.

Roger has a wealth of consumer goods

experience and proven corporate

leadership skills.

Prior to joining A.G. Barr Stuart spent 22 years

with Diageo in a range of roles and countries,

most latterly as the Finance Director for

Diageo’s Global Supply Operation.

A qualified Chartered Accountant, Stuart

has significant FMCG experience in both

the alcoholic and soft drinks sectors as well

as a strong background in governance and

performance management.

Jonathan’s early career was spent with

Proctor and Gamble where he enjoyed a

successful career in various commercial roles.

An economics graduate, Jonathan has

specialist FMCG skills and experience

in customer business development,

consumer brand building and commercial

proposition optimisation.

David began his career with KPMG before

joining Bovis Homes Group plc in 1998 where

he became Chief Executive in 2008.

A qualified Chartered Accountant, David

has significant operational experience,

governance knowledge and strong

financial oversight gained over 30 years

as a financial professional and 15 years

leading a listed FTSE250 company.

Susan spent the early part of her

career in senior finance roles at

Geest plc, Whitbread plc and

Laurel Pub Company.

Subsequently Susan was CEO

at Eldridge Pope plc, Natures Way

Foods Limited and the IGD and

was also Non-Executive Chair of

Higgidy Limited.

Susan is a Chartered Accountant

with considerable operational and

commercial experience within the

FMCG industry.

Nick has held a number of senior

executive roles across retail and

FMCG businesses during his career.

He was formerly Chief Financial

Officer of Pepco NV, Superdry plc

and Halfords Group plc and was also

Chief Executive Officer at Dunelm plc.

A qualified Chartered Accountant

with extensive finance and retail

experience, both in the UK and

internationally Nick also has

substantial plc and governance

knowledge gained from a variety

of executive and non-executive roles.

Zoe has had a successful career

spanning a range of roles at Procter

and Gamble, United Biscuits and

The Coca-Cola Company where she

spent 16 years, culminating in her

role as UK Marketing Director.

Zoe has also held a number of

non-executive director roles with

private companies.

An economics graduate, Zoe has

extensive FMCG experience,

specifically across the food and

beverage sector, as well as consumer

brand marketing capability and

direct to consumer digital

understanding.

Julie’s early career was spent in

corporate law.

Heading up A.G. Barr’s risk and legal

teams, Julie sits on the Executive

Committee and is a Trustee of the

Company’s pension scheme.

A qualified lawyer with an

international M.B.A., Julie has

extensive legal, governance and

business knowledge.

Louise was Group Human Resources

Director of Whitbread plc for 14 years

and was an Executive Director of

Whitbread plc for 9 years during

a period of significant growth for

the Costa Coffee and Premier Inn

businesses. She previously held

HR roles at Pizza Hut, BP and

Esso Petroleum.

Louise has extensive experience

of branded consumer propositions

and a deep understanding of talent

management and remuneration

within large UK and international

companies.

Euan was most recently Group CEO of

Saga plc, having previously been CEO

of Superdry plc, The Co-op Group and

Group COO of Kingfisher plc.

He has a background in global FMCG

brands, including Mars and Coca-Cola,

plus eight years on the board of Britvic

plc as a non-executive director.

A graduate of Aston Business School,

Euan also holds an Honorary

Doctorate in Business Management.

Euan has a wealth of consumer

goods experience, having led major

consumer-facing businesses both

in the UK and internationally.

External Appointments External Appointments

Non-Executive Director of Troy Income

& Growth Trust.

Non-Executive Director of William Jackson

Food Group Limited.

Director of Elegantly Spirited Limited.

Non-Executive Director of Carr’s Group plc. None. CEO of WElink Homes UK.

Chair of Aspire LPP Limited.

Non-Executive Director of Edward

Billington and Son Limited.

Non-Executive Director of

Oriflame Investment Holding plc.

Non-Executive Director of Water

Babies International.

Non-Executive Director of

International Schools Partnership

Limited.

Non-Executive Director Paragon

Banking Group plc.

Non-Executive Director of

Scottish Ballet.

Non-Executive Director of Gabriel

Precision Oncology Limited.

Non-Executive Director at

DS Smith plc.

Non-Executive Director

of Informa plc.

Committee Membership Committee Membership

Nomination Committee (Chair). Environmental, Social and Governance

Committee.

Audit and Risk Committee.

Nomination Committee.

Remuneration Committee (Chair).

Audit and Risk Committee.

Nomination Committee.

Remuneration Committee.

Environmental, Social and

Governance Committee.

Audit and Risk Committee (Chair).

Nomination Committee.

Remuneration Committee.

Environmental, Social and

Governance Committee (Chair).

Environmental, Social and

Governance Committee.

Audit and Risk Committee.

Nomination Committee.

Remuneration Committee.

A.G. BARR p.l.c. Annual Report and Accounts 2024

CORPORATE GOVERNANCE REPORT

CHAIR’S INTRODUCTION

I am pleased to present our

Corporate Governance Report

for the year ended 28 January 2024

Mark Allen OBE

Chair

Dear Shareholder,

On behalf of the Board, I am pleased to present

the Corporate Governance Report for the year

ended 28 January 2024.

This year’s Corporate Governance Report

describes our approach to governance and sets

out how the principles of the 2018 UK Corporate

Governance Code have been applied during

the year. Information about the operation of the

Board and its committees, our engagement with

stakeholders, and an overview of the Company’s

system of internal controls are also included.

In May 2023, after 62 years with the business,

Robin Barr stepped down from the Board. Robin

served on the Board for 58 years and I would

like once again to recognise the invaluable role

he played during this period.

Following our Board succession planning process,

in May 2023, Julie Barr joined the Board as a

non-executive director. Julie has been with

the Company for over 20 years and is an

experienced corporate lawyer. She brings a

wealth of experience gained during her time

with the Company and is an invaluable addition

to the Board.

In June 2023, Louise Smalley also joined the Board

as a non-executive director. Louise has a strong

track record in the consumer space and

previously worked in a variety of HR positions,

culminating in her role as Group HR Director and

Executive Director at Whitbread PLC. As planned,

having served nine years as a non-executive

director, David Ritchie will resign as a non-

executive director with effect from the conclusion

of the Annual General Meeting scheduled to take

place on 31 May 2024. I would like to express my

appreciation for the support provided by David

during his time on the Board. Louise Smalley

will replace David Ritchie as Chair of the

Remuneration Committee.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

I am delighted that Louise and Julie have joined

the Board. Their experience and skills both

complement and further strengthen our Board

capabilities. There were no other changes to

the Board during the year.

On 1 August 2023, the Board announced that

Chief Executive Roger White would, at a

mutually agreed date in the following 12 months,

step down as a director of the Company and

retire from the Company. Roger has led the

business for over 21 years and supported its

transformation from a regional soft drinks

business into a highly successful multi-beverage,

branded company that has delivered significant

value to shareholders, stakeholders and

employees. Roger will step down from the Board

on 30 April 2024 and I would like to thank him for

his enormous contribution to the business over

many years.

On 1 February 2024, the Board announced that

Euan Sutherland would join the Board as Chief

Executive with effect from 1 May 2024. Euan has

a wealth of consumer goods experience, having

led major consumer-facing businesses through

periods of significant growth, both in the UK and

internationally. He was most recently Group CEO

of Saga plc, having previously been CEO of

Superdry plc and The Co-operative Group

and Group Chief Operating Officer at Kingfisher.

He has a background in global fast-moving

consumer goods brands and spent eight

years on the board of Britvic plc as a

non-executive director.

On 26 March 2024, the Board announced that

Commercial Director Jonathan Kemp will step

down and retire as a director of the Company

on 31 May 2024. In order to facilitate a smooth

handover, Jonathan will remain employed on

a full time basis up to 30 September 2024, and

remain available to the Company on a part time

basis up to 30 September 2025 when he will

leave the business. I would like to thank Jonathan

for his significant contribution to the business for

over 20 years.

Further details of the Board’s composition are

given on pages 56 to 57.

Mark Allen OBE

Chair

26 March 2024

The Board

The Company is led by a strong and experienced

board of directors (the ‘Board’) which brings a

depth and diversity of expertise to the

leadership of the Company. The Board is

committed to ensuring that it has an appropriate

balance of skills, experience and knowledge of

the Group to enable it to discharge its duties

and responsibilities effectively. The Nomination

Committee report set out below describes how

the Board achieves that aim. The Board

currently has ten members, comprising three

executive directors, the non-executive Chair,

five independent non-executive directors and

one non-independent non-executive director

(Julie Barr). Biographical details of the directors

are set out on pages 56 to 57.

The roles of Chair and Chief Executive

are separate and there is a clear division of

responsibilities between those roles. The Chair

leads the Board and ensures the effective

engagement and contribution of all non-

executive and executive directors. The Chair

facilitates constructive Board relations and

ensures that Board meetings are underpinned

by a culture of openness and challenge, with

sufficient time made available to debate issues

arising. The Chair ensures that the Board receive

accurate, timely and clear information. The

annual Board performance evaluation referred

to below evaluates the Chair’s performance

in these areas. The Chief Executive has

responsibility for all Group businesses and acts

in accordance with the authority delegated from

the Board. The non-executive directors support

the development of the Group’s strategy and

provide constructive challenge to the executive

directors. Susan Barratt fulfilled the role of

senior independent director during the year to

28 January 2024 and is available to shareholders

if they have concerns which have not been

resolved via the normal channels of Chair,

Chief Executive, or the other executive directors,

or where communication through such channels

would be inappropriate.

The Board considers that Susan Barratt, Zoe

Howorth, David Ritchie, Louise Smalley and

Nick Wharton are independent for the purposes

of provision 10 of the 2018 UK Corporate

Governance Code, issued by the Financial

Reporting Council in July 2018 (the ‘Code’),

and that the relationships and circumstances set

out in that provision which may appear relevant

to the determination of independence do not

apply. The Board considers that Mark Allen was

independent for the purposes of the Code prior

to being appointed as Chair of the Board on

31 March 2022. The Board considers that, on

appointment, the Chair was independent for the

purposes of provision 9 of the Code. Mark Allen

does not hold any significant appointments in

addition to his role as Chair of the Company.

The Company’s Articles of Association provide

that the Company may by ordinary resolution

appoint any person who is willing to act to be a

director, either to fill a vacancy or as an addition

to the existing Board. The Articles of Association

require directors to retire and submit themselves

for election at the first annual general meeting

following appointment and to retire no later than

the third annual general meeting after the annual

general meeting at which they were last elected

or re-elected. However, in order to comply with

the Code, all directors other than Roger White,

Jonathan Kemp and David Ritchie will submit

themselves for election or re-election at the AGM.

Euan Sutherland will offer himself for election at

the AGM. Biographical details of the Board and

Euan Sutherland as a proposed director are set

out on pages 56 to 57 of this report.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Details of directors’ remuneration and interests in

shares of the Company are given in the Directors’

Remuneration Report on pages 74 to 105.

Role of the Board

The Board is responsible for the long-term success

of the Group, determines the strategic direction of

the Group and reviews operating, financial and risk

performance. There is a formal schedule of matters

reserved for the Board, which is subject to annual

review and includes approval of the following:

• the Group’s annual business plan;

• the Group’s strategy, acquisitions, disposals

and capital expenditure projects above certain

thresholds;

• the financial statements;

• the Group’s tax strategy;

• material contracts in accordance with

the Group’s Statement of Delegated Authorities;

• the Group’s diversity and inclusion policy for the

Board and Executive Committee;

• the Company’s dividend policy;

• transactions involving the issue

or purchase of Company shares;

• borrowing powers;

• appointments to the Board;

• alterations to the Memorandum and

Articles of Association;

• legal actions brought by or against

the Group above certain thresholds; and

• the scope of delegations to Board committees,

subsidiary boards and the Executive Committee.

The Board is also responsible for the Group’s ESG

strategy. Responsibility for the development of policy,

strategy and operational management is delegated to

the executive directors and an Executive Committee,

which as at the date of this report includes the

executive directors and six senior managers.

The Board’s governance supports the delivery

of its strategy to deliver long-term sustainable

value through:

• Leadership: the Board is collectively responsible

for the long-term sustainable success of the

Company. The composition of the Board and

an explanation of their skills, experience and

contribution are set out on pages 56 to 57.

Further information on the Board’s leadership,

its division of responsibilities and the role of the

non-executive directors in providing constructive

challenge and supporting the development of

strategy is set out above. The Board approves

the Group’s strategy and annual budget, reviews

subsequent progress and makes decisions

related to matters reserved for the Board in

order to support the delivery of its strategy.

• Effectiveness: the Board’s governance framework

ensures the effectiveness of the Board. Please see

below for information on induction, training and

development for directors and the Board

performance evaluation.

• Accountability: the Audit and Risk Committee

Report (pages 70 to 73) and the report on Risk

Management (pages 48 to 55) describe how

the Board ensures a fair, balanced and

understandable assessment of the Company’s

performance and prospects and how it assesses

its principal risks. The Audit and Risk Committee

Report sets out how the Company maintains an

appropriate relationship with its external auditor,

consistent with the Code and statutory

requirements.

• Remuneration: the Directors’ Remuneration Policy

(pages 93 to 105) and detailed Remuneration

Report (pages 74 to 92) describe how the

Remuneration Committee ensures that the

executive directors’ remuneration is designed to

promote the long-term success of the Company.

• Shareholder relations and engagement: the

section 172(1) statement set out below describes

how the Company engages with shareholders.

CHAIR’S

INTRODUCTION

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Section 172(1) statement

Stakeholder engagement

Effective engagement with our key stakeholders is critical to the long-term success of the Company. Understanding the perspectives of our stakeholders and building

good relationships enables their views to be taken into account in Board and Committee discussions and decision-making. The Board will continue to focus on

enhancing its engagement with key stakeholders. Our key stakeholders that the Board considers to be relevant to the business model, strategy and Company success

are set out in the table below, together with how we engaged with them during the year, and the impact of that engagement on the Company’s strategy and the

principal decisions taken during the year. Further information on how we engage with our key stakeholders is set out in the Strategic Report on pages 1 to 55 and in

the Directors’ Report on pages 106 to 111.

Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions

Shareholders We have regular discussions with, and briefings for,

investors. The Company endeavours to ensure senior

management is available to interact with existing and

potential shareholders and analysts on as flexible a basis

as possible. The Chief Executive and Finance Director

offer meetings to institutional shareholders twice

annually as a minimum in order to communicate

business updates and to develop an understanding

of their views on performance against strategy,

Environmental, Social and Governance (‘ESG’) related

matters, and other matters of interest. All directors have

the opportunity to attend these meetings.

Board committee chairs seek engagement with

shareholders on significant matters related to their

areas of responsibility.

The Chief Executive and Finance Director brief the Board on discussions with investors,

institutional shareholders and analysts. Independent feedback following key meetings

is coordinated and provided to the Board by the Company’s brokers and financial

PR agencies on a regular basis.

Board members listen and respond to the views of investors and institutional

shareholders and feedback to the business as necessary.

We engaged with key shareholders during the year in relation to various ESG

related matters. Feedback from our major shareholders and investor base on their

key ESG challenges influenced the ongoing agenda and operation of the Board’s

ESG Committee and reaffirmed the Board’s commitment to be net-zero across

our own operations by 2035 and across our full supply chain by 2050, if not sooner.

These decisions were taken by the Board with the aim of promoting the success of

the Company for its shareholders in the long term.

During the year, we engaged with key shareholders regarding the Company’s capital

allocation strategy. Feedback from these shareholders informed the Board’s review

of the Company’s capital allocation strategy and capital expenditure strategy during

the year. In line with this strategy, the Board took the key capital asset investment

decision during the year to approve further phases of a multi-year asset replacement

programme to replace PET and can line assets at the Cumbernauld factory and to

make additional capital investment at the Milton Keynes factory. The projects will

improve efficiency and deliver various ESG benefits. The projects were evaluated

on a suite of financial metrics designed to drive shareholder return over the long term.

CORPORATE

GOVERNANCE

REPORT

CONTINUED

A.G. BARR p.l.c. Annual Report and Accounts 2024

Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions

Shareholders

continued

The Chair ensures at each Board meeting that the

Board as a whole has a clear understanding of the views

of shareholders. An investor relations update is provided

at each Board meeting.

Shareholders were invited to attend the 2023 AGM in

person. All shareholders, including private investors,

had the opportunity to submit questions in advance of

the AGM and to participate in questions and answers

with the Board at the AGM on matters relating to the

Company’s operation and performance.

The Board assesses the effectiveness of engagement

with the investment community through measurement of

the number of analysts following the Company and the

number of meetings held with investors and analysts.

During the year, the Board took the key decision to approve the acquisition of the

Rio tropical fruits drinks brand through the purchase of Rio Tropical Limited. This

acquisition demonstrates the Company’s commitment to its growth strategy, focused

on developing its portfolio in high growth and functional categories for the long term

benefit of shareholders.

During the year, the Remuneration Committee considered further shareholder

feedback received following engagement with major shareholders in December 2022

in relation to the Remuneration Committee’s proposals for the new Directors’

Remuneration Policy that was put to shareholders for approval at the AGM in May

2023. Feedback from these shareholders informed the final proposed Directors’

Remuneration Policy.

During the year, the Chair of the Remuneration Committee wrote to all major

shareholders who had voted against the resolution to approve the Directors’

Remuneration Policy put to shareholders at the 2023 AGM seeking feedback regarding

why they were unable to support the resolution and to understand their views. The

Remuneration Committee noted that there were no consistent themes for voting

against the Directors’ Remuneration Policy by the minority of shareholders who did so.

Having reflected on the feedback received from shareholders and the support of the

majority of shareholders, the Remuneration Committee is satisfied that it acted in the

best interests of the Company and all of its stakeholders. The Company will continue to

engage with its shareholders on executive directors’ remuneration going forward.

Customers We have regular engagement with our customers

through virtual or face-to-face meetings, conferences

and events. Regular reviews of joint business plans take

place to ensure that we are aligned on our shared goals.

During the year we engaged with customers in relation

to key product launches. We also continued to engage

with customers on their views and attitudes towards

plastic packaging and the planned DRS in Scotland,

which has now been postponed to October 2025

at the earliest, and the planned DRS in Ireland.

During the year, we engaged with our customers in

relation to a planned price increase, with the aim of

mitigating the impact of significant inflationary cost

pressures on the business.

Members of the Board conducted a Scottish market

tour. Together with members of the Commercial

team, they visited a range of the Group’s customers,

including supermarkets, cash and carry stores

and independent stores.

The Commercial Director provides a commercial update to every Board meeting.

A formal review of customers and channels is presented to and discussed by the

Board annually.

Information on customer service levels, including performance against customer

service level KPIs, is included in the Board papers for every meeting. We have worked

hard during the year to maintain good customer service levels despite ongoing supply

chain challenges. The Board also received updates regarding customers’ data on

their respective suppliers’ performance, which indicated a good customer service

performance from the Company compared to many other suppliers.

Feedback from key customers regarding their ESG concerns and commitments

influenced the Board’s discussions during the year. For example, customer feedback

in relation to plastic packaging and their desire to reduce the use of and increase the

recyclability of plastics used in product packaging influenced the Board’s key decision

to support the move to increase the recycled PET content of our entire portfolio in plastic

bottles to 30% rPET, with the exception of 500ml IRN-BRU and Rubicon 500ml plastic

bottles, which will remain 100% rPET. Customer feedback also influenced the Board’s key

decision to continue to support the Group’s environmental sustainability strategy, which

is being delivered through the ‘No Time To Waste’ programme of activity, including the

delivery of a number of initiatives under the plastics and packaging workstream.

Customer feedback also influenced the Board’s key decision to approve further

phases of a multi-year asset replacement programme to replace PET and can line

assets at the Cumbernauld factory, which will deliver ESG benefits.

Engagement with key customers during the year influenced the Board’s discussions

and decisions regarding the annual budgeting and long-term strategic planning

processes for the Group.

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Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions

Consumers We are committed to engaging with our consumers

through a variety of channels regarding any questions,

concerns or feedback which they may have. Our

consumer care team aims to respond efficiently

and effectively to all matters raised by consumers,

whether by email, telephone, social media or post.

Consumer research is conducted prior to the launch

of key products and in relation to key marketing

campaigns, as appropriate.

The Board gains insight into consumer needs,

behaviours and motivations through regular detailed

brand reviews at Board meetings throughout the year.

The Board also reviews market and consumer insight

data at every Board meeting. The Board receives

presentations from senior members of management on

consumer trends, brands and key marketing initiatives

The Commercial Director provides a marketing update to every Board meeting.

A formal review of brands and innovation is presented to and discussed by the

Board annually.

A structured research programme of consumer usage and attitudes is carried out

on a regular basis, which informs the Board’s risk review process and its discussions

regarding its appetite for risks and opportunities in this area.

During the year, the Board received presentations on the performance of key brands,

innovation and marketing campaigns, including in relation to the collection and

reporting of consumer data. The Board discussed and were supportive of the brand

and innovation strategy and key brand plans for the following year.

Consideration of consumers’ attitudes and behaviours towards environmental

sustainability influenced the Board’s key decision to approve further phases of a

multi-year asset replacement programme to replace PET and can line assets at the

Cumbernauld factory.

Consumer feedback also influenced the Board’s key decision to continue to support

the Group’s environmental sustainability strategy, which is being delivered through

the ‘No Time To Waste’ programme of activity, including the delivery of a number of

initiatives under the plastics and packaging workstream, as noted above.

Suppliers We ensure that we source raw materials in a

responsible manner and require our suppliers to

commit to our Supplier Code of Conduct and to comply

with the provisions of our Modern Slavery Statement

and Anti-bribery and Corruption Policy.

We seek to mitigate risks in relation to the continuity

of supply of key raw materials and ingredients by

developing strong commercial relationships with

our key suppliers.

We have regular engagement with our suppliers

through virtual and face-to-face meetings, conferences

and events.

During the year we engaged with key suppliers on

matters related to climate change, including innovation

in sustainable packaging.

The Company complies with the Prompt Payment Code

guidelines, paying in excess of 90% of its supplier invoices

on time.

Monthly cross-functional supplier performance scoring

is conducted; the results are shared with suppliers and

discussed at review meetings. Regular review meetings

are held with key suppliers to review various KPIs,

including performance, risk management and ESG

objectives. An annual cross-functional supplier review

meeting is held which informs our sourcing strategy for

the following year. Quarterly credit checks are carried

out on suppliers to assess their financial health.

Updates on supply chain activities, including key suppliers, are provided to every

Board meeting and are considered and discussed at the meeting. These include

consideration of supply chain performance, stock availability and commodity

purchasing. A review of supply chain strategy, including procurement, is presented

to and discussed by the Board annually.

The Board approves all key supplier contracts above certain thresholds in accordance

with the Company’s Statement of Delegated Authorities.

During the year, we continued to work closely with our suppliers in relation to our

commitment to become net-zero across our own operations by 2035 and across

our full supply chain by 2050, if not sooner.

During the year, the Board reviewed and approved the Group’s Modern Slavery

Statement, cognisant of the need to ensure that adequate processes are in place to

prevent modern slavery in the Group’s supply chain and to maintain its reputation for

high standards of business conduct.

Engagement with key suppliers during the year informed the Board’s discussions

and decisions regarding the annual budgeting and long-term strategic planning

processes for the Group.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions

Employees The Group is committed to engaging employees at all

levels regarding matters which affect them and the

performance of the Group. This is achieved in a number

of ways, including the use of regular briefing procedures,

which twice yearly include a report on trading results.

Regular communication meetings, including “town halls”,

are held to keep employees up to date with Group

performance. Leadership team “hangouts” take place

on a monthly basis to keep this group updated and to

provide the opportunity for them to ask questions on

business related matters. Consultation meetings also take

place when the Company is making decisions that are

likely to affect employees’ interests, at which employee

representatives’ views are taken into account. The

Group’s intranet site provides up-to-date information

regarding the Group’s activities. In addition, an employee

engagement survey “Everyone Barr None” is carried out

on an annual basis, which seeks feedback from all

employees on a range of areas; action plans are created

in response to the results of each survey. Employees’

opinions are also sought on various specific topics

throughout the year by means of frequent pulse surveys.

In addition to the Company’s existing employee

engagement mechanisms, and as required by the UK

Corporate Governance Code, during the year the

Nomination Committee reviewed and approved the

Board’s current mechanism for workforce engagement,

being a designated non-executive director, as an

appropriate mechanism for workforce engagement.

Zoe Howorth was the designated workforce

engagement director during the year.

The continued appointment of a designated non-executive director as a mechanism

for workforce engagement strengthens the link between employees and the Board,

helps to build an open and transparent culture and to ensure that all employees

have a voice in the Company’s future success. It also helps the Board to make better

informed decisions based on the broad perspectives of the workforce. During the

year, the Board evaluated the Company’s approach to workforce engagement in

light of industry best practice and agreed to continue with the current arrangements,

which will be kept under review.

Updates on progress regarding workforce engagement are provided at Board

meetings throughout the year. It was reported that, overall, the good level of

workforce engagement had continued during the year and feedback from the

employee engagement sessions was generally positive, with a high level of employee

engagement and commitment to the business. Discussion areas during these sessions

included employees’ health and safety and mental wellbeing, flexible and hybrid

working arrangements, health and safety generally, employee communications,

employee pay and benefits, industrial action involving a very small number of

employees at the Cumbernauld site which was satisfactorily resolved, IT systems and

data, how executive remuneration aligns with wider Company pay policy, Company

purpose, career opportunities and leadership development.

Members of the Board completed site tours during the year, including a tour of the

Milton Keynes site and a visit to FUNKIN’s offices in London.

The Board regularly reviews various employee metrics throughout the year, including

turnover and absenteeism data.

The results of the “Everyone Barr None” employee engagement survey carried out

during the year were presented to and discussed by the Board. The results of the

survey were generally positive, with a high employee response rate and overall

employee engagement score; the continued strong results in the area of health and

safety and the improvement in the area of performance management year-on-year

were particularly pleasing. The Board were supportive of local action planning

activities which would take place in response to the results of the survey.

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Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions

Employees

continued

A structured plan for workforce engagement is

developed for each year. During the year, this included

face-to-face engagement sessions held by Zoe Howorth,

supported by the Chair and certain other non-executive

directors, for employees of different roles and levels

across different Company sites, the aim of which was

to encourage participation across the workforce in order

to understand their views on matters which affect them.

The Company has a Speaking Up Policy in place, which

complies with the 2018 UK Corporate Governance Code,

together with associated procedures, including employee

awareness and training, to ensure that employees are

encouraged to raise any matters of concern in a timely

manner. The Speaking Up Policy is communicated to all

employees through a variety of channels. A designated

email address is available to employees to enable them

to raise any matters of concern. A communications

campaign continued during the year to help raise

employee awareness of the Speaking Up Policy and

to encourage employees to come forward if they want

to raise any matters of concern.

The Board assesses the effectiveness of engagement

with employees through a number of metrics, including

the results of the “Everyone Barr None” employee

engagement survey, pulse surveys, turnover and

absenteeism data, exit interview data and employee

‘speaking up’ data.

During the year the Board received feedback from the workforce engagement

director and from employees through the “Everyone Barr None” employee

engagement survey regarding hybrid working arrangements for office workers and

noted employees’ desire for flexible working arrangements, and were supportive of

the key decision to maintain the current arrangements.

During the year, a revised People Strategy for Barr Soft Drinks “Being Your Best Barr

None” was developed and shared with employees across the business. The focus

areas of the strategy were developed following engagement with and input from

employees across all areas of the Barr Soft Drinks business. The revised People

Strategy for Barr Soft Drinks was presented to the Board; following discussion,

the Board fully supported the revised strategy and related implementation plans.

During the year, the Board reviewed and approved the Company’s Workforce

Engagement Terms of Reference.

During the year, the Board reviewed employee ‘speaking up’ data and reviewed

and approved the Company’s Speaking Up Policy and associated procedures.

The Nomination Committee, a sub-committee of the Board, held two sessions on

people and succession planning during the year.

Government We engage with governments and political bodies in an

open and constructive manner on issues which affect

our business, both directly and through relevant trade

associations such as the British Soft Drinks Association

(‘BSDA’).

During the year much of our government engagement

continued to be related to the introduction of the now

delayed DRS in Scotland and was carried out in

conjunction with the BSDA. We took steps to

communicate our position on key implementation

matters to ensure our views were understood and

where possible taken into account in decision-making.

Updates on engagement with UK and devolved governments and political bodies

were provided to the Board by the Chief Executive throughout the year and influenced

its discussions. This engagement also shaped internal activity in relation to these

areas during the year.

Our insights and understanding from engagement with UK and devolved

governments and political bodies during the year informed the Board’s discussions

and decisions regarding the annual budgeting and long-term strategic planning

processes for the Group.

Reviews of the regulatory framework under which the Group operates are presented

to the Board on a regular basis and inform the Board’s discussions and decisions

regarding capital expenditure and areas of business development.

The Board discussed and supported our internal project planning for the introduction

of a DRS in Scotland and progress against our net-zero plans – this work was

informed by our engagement with the Scottish government during the year. On 7 June

2023, it was announced by the Scottish Government that the DRS in Scotland would be

delayed until at least October 2025.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Corporate culture and reputation

The Board and the Executive Committee have a

critical role in creating and embedding the right

corporate culture for the business. The Board aims

to maintain the Company’s reputation for the highest

standards of business conduct and to create a culture

that is responsible, diverse and inclusive. The

Company’s workforce is critical to its future success.

The Company’s focus on employee engagement will

continue in order to create a culture that enables and

supports a highly motivated and diverse workforce,

to ensure that its workforce do the right thing for its

stakeholders and deliver long-term sustainable

success for the business.

The Board regularly assesses and monitors the

Company’s culture and, where appropriate, seeks

assurance from management that it has taken

corrective action to ensure that policy, practices

and behaviour throughout the business are aligned

with the Company’s purpose, values and strategy.

The Board achieves this primarily through reviewing

feedback from employees from the annual

employee engagement survey “Everyone Barr None”

and frequent pulse surveys, and ensuring that

appropriate actions are taken to address the

findings thereof. The results of the employee

engagement survey undertaken during the year

showed a high employee response rate and overall

employee engagement score. The Board were

supportive of the local action planning activities

taking place in response to the results of the survey.

The Board also receives regular updates on

workforce engagement from the Board’s designated

non-executive director which helps it to assess and

monitor the Company’s culture. The Board regularly

reviews certain health and safety KPIs, including the

number of lost time accidents during the year and

performance against the Group’s lost time accident

incident rate target. During the year, the Board

reviewed the overall health and safety performance

of the Group, which showed year-on-year

improvements in health and safety performance

across the business. The Board also noted the

positive results from the employee engagement

survey “Everyone Barr None” during the year in

relation to the health and safety culture. The Board

regularly reviews employee turnover and absence

data, and are supportive of action plans in place to

engage employees and reduce turnover. The Board

also assesses and monitors the Company’s culture

through its annual review of the Group’s Speaking

Up policy, procedures and any concerns raised;

during the year the Board were satisfied that the

procedures in place were working effectively and

reapproved the Company’s Speaking Up policy.

Further information on the Company’s culture and

workforce engagement is included in the table

above and in the Directors’ Report on pages 106 to

111 and in the Strategic Report on pages 1 to 55.

Community and environment

Information regarding the impact of the Company’s

operations on the community and the environment is

included in the Responsibility Report on pages 20 to 43.

Acting fairly as between members

of the Company

The Board recognises its legal and regulatory duties

to act fairly as between members of the Company

and has put appropriate structures and processes

in place to ensure it complies with all relevant legal

requirements, for example in relation to the

disclosure of inside information to shareholders.

Conflicts of interest

The Articles of Association allow the Board to

authorise potential conflicts of interest that may

arise from time to time, subject to certain conditions.

The Company has established appropriate conflicts

authorisation procedures, whereby actual or

potential conflicts are regularly reviewed and

authorisations sought as appropriate. During

the year, no such conflicts arose and no such

authorisations were sought.

Professional advice

All directors have access to the advice of the

Company Secretary, who is responsible for advising

the Board on all governance matters. The non-

executive directors have access to senior

management of the business.

Induction, training and development

On appointment to the Board, directors are provided

with a full, formal and tailored programme of

induction, to familiarise them with the Group’s

businesses, the risks and strategic challenges the

Group faces, and the economic, competitive, legal

and regulatory environment in which the Group

operates. The induction includes, amongst other

activities, meetings with Board members, the

Company Secretary, senior management and other

employees, site visits, market visits and the provision

of information relating to the Group, including

briefings on key business activities. The Company

Secretary and/or Group Legal and Risk Director

provide information to new directors regarding

Board policies and procedures, and corporate

governance matters. A programme of strategic

and other reviews, together with the other training

provided during the year, ensures that directors

continually update their skills, their knowledge and

familiarity with the Group’s businesses, and their

awareness of sector, risk, regulatory, legal, financial

and other developments to enable them to fulfil

effectively their role on the Board and committees

of the Board.

Board performance evaluation

Every year the performance and effectiveness of the

Board, its committees and individual directors is

evaluated. In line with the Code, this year the

evaluation was internally facilitated, having last been

externally facilitated during the year to January 2023.

The evaluation was led by the Chair and conducted by

the completion of detailed and comprehensive written

survey questionnaires by all Board members and the

Company Secretary. The questionnaires were agreed

with the Company Secretary and the Chair of the

Board. The Board questionnaire covered such themes

as strategy, leadership and accountability, Board

composition, diversity, culture and risk management,

and how effectively Board members work together

to achieve objectives, with similar coverage for each

of the committees. A full, written report based on the

responses to the survey was prepared and discussed

with the Chair. The full report was shared with and

discussed by the Board and each of the committees.

Overall, the review found that the Board and its

committees were functioning in an effective manner

and performing satisfactorily, with no major issues

identified. Actions will be taken to address certain

areas arising from the evaluation, including an

increased focus on strategic discussions in relation

to the use of capital and more discussions in relation

to Board succession and people related matters.

The non-executive directors, led by the senior

independent director, carried out a performance

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evaluation of the Chair without the Chair present,

taking into account the views of the executive directors.

It was concluded that Mark Allen’s performance

continues to be strong and that he demonstrates

effective leadership. The Chair is pleased to confirm

that, following performance evaluation of the

directors, all of the directors’ performances continue

to be effective and all of the directors continue to

demonstrate commitment to the role of director,

including commitment of time for Board meetings and

committee meetings and any other relevant duties.

Meetings and attendance

Board meetings are scheduled to be held seven

times each year. Between these meetings, as

required, additional Board meetings (and/or Board

committee meetings) may be held to progress the

Company’s business. A part of meetings is dedicated

to the discussion of specific strategy matters.

In advance of all Board meetings the directors are

supplied with detailed and comprehensive papers

covering the Group’s operating functions. Members

of the management team attend and make

presentations as appropriate at meetings of the

Board. The Company Secretary is responsible to the

Board for the timeliness and quality of information

provided to it. The Chair holds meetings with the

non-executive directors during the year without

the executive directors being present.

The attendance of directors at Board and committee

meetings in the year to 28 January 2024 is set out in

the following table. During the year, in addition to

the scheduled meetings, the Board also convened

an additional Board meeting, three additional

Remuneration Committee meetings and one

additional Nomination Committee meeting in

relation to various matters, including providing a

financial performance update and the appointment

of a new Chief Executive. All of the directors attended

the additional Board meeting. All members of the

Remuneration Committee attended its additional

meetings other than the meeting on 24 October 2023

which was organised on short notice and Louise

Smalley was unable to attend. All members of the

Nomination Committee attended its additional

meeting.

Committees of the Board

The terms of reference of the principal committees

of the Board – Audit and Risk, Remuneration,

Nomination and ESG – have been approved by the

Board and are available on the Company’s website,

www.agbarr.co.uk.

Those terms of reference have been reviewed in

the current year and are reviewed at least annually.

The work carried out by the Nomination Committee

in discharging its responsibilities is summarised

below. The work carried out by the Audit and Risk

Committee is described within the Audit and Risk

Committee’s Report on pages 70 to 73. The work

carried out by the Remuneration Committee is

described within the Directors’ Remuneration Report

on pages 90 to 91. The work carried out by the ESG

Committee is described within the Responsibility

Report on page 34.

The Board has a Market Disclosure Committee which

comprises Susan Barratt, Roger White, Stuart Lorimer

and the Group Legal and Risk Director. The Market

Disclosure Committee meets only when required and is

responsible for overseeing the disclosure of information

by the Company to meet its obligations under the

Market Abuse Regulation and the Financial Conduct

Authority’s Listing Rules and Disclosure Guidance and

Transparency Rules. Susan Barratt, Roger White, Stuart

Lorimer and Julie Barr attended the one meeting of the

Market Disclosure Committee held during the year.

The Board also has an Equity Investment Committee

which comprises Mark Allen, Roger White, Stuart

Board

Maximum 8

Audit & Risk

Committee

Maximum 4

Remuneration

Committee

Maximum 6

Nomination

Committee

Maximum 4

ESG

Committee

Maximum 2

Executive

Roger White

8 - 4 2 2

Stuart Lorimer

8 4 - - -

Jonathan Kemp 8 - - - -

Non-Executive

Mark Allen

***

8 - 3 4 -

Robin Barr

****

2 - - 1 -

Julie Barr

†

6 3 5 3 2

Susan Barratt 8 4 6 4 2

Zoe Howorth

††

8 - 6 4 2

David Ritchie 8 4 6 4 -

Louise Smalley

†††

6 3 4 3 -

Nick Wharton

††††

8 4 1 4 -

* Roger White attended Board committee meetings during the year by invitation.

** Stuart Lorimer attended Audit and Risk Committee meetings during the year by invitation.

*** Mark Allen attended Remuneration Committee meetings during the year by invitation.

**** Robin Barr resigned from the Board on 26 May 2023 and could have attended a maximum of two Board meetings and one Nomination

Committee Meeting.

†* Julie Barr joined the Board on 26 May 2023 and attended Board committee meetings during the year by invitation. The attendance in the

above table does not include where she attended meetings in her previous capacity as Company Secretary.

† † Zoe Howorth attended Nomination Committee meetings during the year by invitation.

††† Louise Smalley joined the Board on 1 June 2023 and could have attended a maximum of six Board meetings, three Audit and Risk

Committee meetings, five Remuneration Committee meetings and three Nomination Committee meetings.

†††† Nick Wharton attended a Remuneration Committee meeting by invitation during the year.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Lorimer and the Company Secretary. The Equity

Investment Committee meets only when required

and is responsible for overseeing the Company’s

equity investments in investee companies. There

were no meetings of the Equity Investment

Committee held during the year.

Nomination Committee

The Nomination Committee comprises Mark Allen,

Susan Barratt, David Ritchie, Louise Smalley and

Nick Wharton. The Nomination Committee is chaired

by Mark Allen. The Nomination Committee leads the

process for making appointments to the Board and

ensures that there is a formal, rigorous and

transparent procedure for the appointment of new

directors to the Board. The remit of the Nomination

Committee also includes reviewing the composition

of the Board through a full evaluation of the skills,

knowledge and experience of directors and ensuring

plans are in place for orderly succession for

appointments to the Board. When identifying

potential new directors for appointment to the Board,

the Nomination Committee retains the services of an

external search consultant. The Nomination

Committee makes recommendations to the Board

on its membership and the membership of its

principal committees.

The Nomination Committee is required, in

accordance with its terms of reference, to meet

at least once per year. The Nomination Committee

met four times during the year and, amongst other

matters, considered the structure, size and

composition of the Board and its committees,

cognisant of the need to ensure that they have

the right combination of skills, experience and

knowledge, and bearing in mind the length of

service of the Board as a whole and the need to

regularly refresh its membership, the recruitment of

a new non-executive director and the appointment

of a new Chief Executive. The Nomination Committee

considered a corporate succession plan for the

Board and senior management, based on merit and

objective criteria and cognisant of the need to build

a diverse and inclusive culture. The Nomination

Committee also approved the Board’s current

mechanism for workforce engagement and

recommended the workforce engagement terms

of reference to the Board for approval.

The Nomination Committee considered and

recommended the appointment of Louise Smalley

to the Board, the Audit and Risk Committee, the

Remuneration Committee and the Nomination

Committee. The Nomination Committee also

considered and recommended the appointment

of Julie Barr to the Board and the ESG Committee.

In identifying a potential new external non-executive

director, the Nomination Committee retained the

services of Sam Allen Associates, an external search

consultant. Sam Allen Associates has no other

connection with the Company other than the

provision of these services.

The Board believes that building a diverse and

inclusive culture is integral to the success of the

Company. Diversity includes aspects such as diversity

of skills, perspectives, industry experience, educational

and professional background, gender, ethnicity and

age. The Company’s Board and Executive Committee

Diversity Policy (‘Diversity Policy’) provides that these

aspects will be considered in determining the

optimum composition of the Board and Executive

Committee, with the aim of achieving an appropriate

balance. All appointments to the Board and Executive

Committee are made on merit, against objective

criteria, and with due regard for the benefits of

diversity and inclusion.

The Company remains committed to the principle

of diversity and aims to achieve at least 40% female

representation on the Board and Executive

Committee and at least one director from an ethnic

minority background on the Board. The Nomination

Committee is responsible for overseeing the

implementation of the Diversity Policy. The

Nomination Committee reviews the Diversity Policy

at least annually to ensure its effectiveness, with

any amendments recommended to the Board for

approval. Prior to the resignation of Robin Barr and

appointment of Julie Barr as a non-executive director

on 26 May 2023, 22% of the Board were female.

Following the resignation of Robin Barr and

appointment of Julie Barr, 33% of the Board were

female. Following the appointment of Louise Smalley

as a non-executive director on 1 June 2023, 40% of

the Board were female, including the Senior

Independent Director, meeting the target in relation

to female representation on the Board. All of the

members of the Board are of White European

ethnicity and the target of appointing at least one

director from an ethnic minority background has

not yet been met. As at the date of this report, 44% of

the Executive Committee are female and 45% of the

Executive Committee’s direct reports are female.

As at the date of this report, 100% of the Executive

Committee self-disclose as being of White European

ethnicity and 0% self-disclose as being of other ethnic

backgrounds. The disclosure relating to gender and

ethnic diversity within the Company is included in the

Directors’ Report on page 107.

Treasury and Commodity Committee

The Treasury and Commodity Committee consists

of Roger White, Stuart Lorimer and senior members

of the finance, legal and procurement departments.

The Treasury and Commodity Committee’s terms

of reference are reviewed and approved annually

by the Audit and Risk Committee. The Treasury

and Commodity Committee reviews purchase

requirements in foreign currencies and implements

strategies, including the use of foreign exchange

hedges, in order to reduce the risk of foreign

exchange exposure and provide certainty over

the value of non-domestic purchases in the short

to medium term. The Treasury and Commodity

Committee’s remit includes the ability to utilise certain

financial instruments in order to hedge the Group’s

exposure to interest rate fluctuations. The Treasury

and Commodity Committee also monitors the Group’s

short and medium term funding requirements,

provides oversight of hedge accounting and

adherence to hedge accounting standards, monitors

the ongoing requirements of the Company’s various

employee share schemes, monitors cash flow and

any capital restructure programmes, oversees the

Group’s dividend policy and proposals for the

payment of dividends and annually reviews the

Group’s Statement of Delegated Authorities.

Internal control

The Board has overall responsibility for the Group’s

internal control systems and annually reviews their

effectiveness, including a review of financial,

operational, compliance and risk management

controls. The implementation and maintenance of

the risk management and internal control systems

are the responsibility of the executive directors

and other senior management. The systems are

designed to manage rather than eliminate the risk

CORPORATE

GOVERNANCE

REPORT

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

of failure to achieve business objectives and to

provide reasonable, but not absolute, assurance

against material misstatement or loss.

The Board has reviewed the effectiveness of the

Group’s risk management and internal control

systems, including financial, operational and

compliance controls, in accordance with the Code

for the period from 30 January 2023 to the date of

approval of this annual report. No significant failings

or weaknesses were identified from this review

during the year. Had any failings or weaknesses

been identified then the Board would have taken

the action required to remedy them.

The Board confirms that there is an ongoing process,

embedded in the Group’s integrated internal control

systems, allowing for the identification, evaluation

and management of significant risks, as well as a

reporting process to the Board. This risk management

process has been in place throughout the year ended

28 January 2024 and up to the date of the approval of

this annual report. The Board has carried out a robust,

systematic assessment of the principal and emerging

risks facing the Group during the period, including

those which would threaten its business model, future

performance, solvency or liquidity. Information on

the Group’s risk management framework, including

the operation of the Group’s Risk Committee, is set

out in the Strategic Report on pages 48 to 55.

The three main elements of the Group’s internal

control system are as follows:

The Board

The Board has overall responsibility for the Group’s

internal control systems and exercises this through

an organisational structure with clearly defined

levels of responsibility and authority as well as

appropriate reporting procedures.

The Board has a schedule of matters that are brought

to it, or its duly authorised committees, for decision,

aimed at maintaining effective control over strategic,

financial, operational and compliance issues.

This structure includes the Audit and Risk

Committee which, with the Finance Director,

reviews the effectiveness of the internal financial

and operating control environment.

Financial reporting

There is a comprehensive strategic planning,

budgeting and forecasting system with an annual

operating plan approved by the Board. Monthly

financial information, including trading results,

cash flow statement, statement of financial position

and indebtedness, is reported.

The Board and the Executive Committee review the

business and financial performance against the prior

year and against annual plans approved by the Board.

Audits and reviews

The key internal risks identified in the Group are subject

to regular audits or reviews by the internal auditors. This

role is fulfilled by an external professional services firm

which is independent from the Board and the Group.

The review of the internal auditor’s work by the Audit

and Risk Committee and monitoring procedures in

place ensure that the findings of the audits are acted

upon and subsequent reviews confirm compliance

with any agreed action plans.

The Board confirms that there has been an independent

internal audit function in place for the year.

Share capital structure

The share capital structure of the Company is set out

in the Directors’ Report.

UK Corporate Governance Code compliance

The Company is committed to the principles of

corporate governance contained in the Code. A copy

of the Code is available on the Financial Reporting

Council’s website, www.frc.org.uk.

Each of the provisions of the Code has been reviewed

and, where necessary, steps have been taken to

ensure that the Company is in compliance with all

of those provisions as at the date of this report. The

directors consider that the Company has complied

throughout the year ended 28 January 2024 with

the provisions of the Code, except as set out below.

Provision 38 of the Code states that pension contribution

rates for executive directors, or payments in lieu, should

be aligned to those available to the workforce. As

disclosed in the Directors’ Remuneration Report,

Roger White, Stuart Lorimer and Jonathan Kemp

receive a cash allowance equal to their contractual

pension provision of 24% of salary. These provisions will

continue to be honoured as contractual commitments

made to these incumbent executive directors. As

disclosed in the Directors’ Remuneration Policy, the

maximum company pension contribution for any new

executive director appointments, including for Euan

Sutherland, the new Chief Executive, who will join the

business on 1 May 2024, will be aligned to that available

to the wider workforce, which is currently 8% of salary.

Provision 39 of the Code states that executive directors’

contracts should contain a maximum notice period of

one year. As disclosed in the Directors’ Remuneration

Report, the service contracts with Roger White and

Jonathan Kemp provide for a notice period of 12 months

except during the six months following either a takeover

of or by the Company or a Company reconstruction.

Under these conditions and certain circumstances,

the directors are entitled to a liquidated damages

payment equal to the director’s basic salary at

termination plus the value of all contractual benefits

for a two year period. Given the size of the Company

and the sector dynamics at the time these directors were

recruited, the Remuneration Committee considered

this provision appropriate in order to attract and

retain high calibre executive directors. As disclosed in

the Directors’ Remuneration Report, this provision will

continue to be honoured as a contractual commitment

made to these directors; however this provision was

not included in Stuart Lorimer’s service contract or in

the service contract with Euan Sutherland, the new

Chief Executive, and will not be included in service

contracts with other new executive directors appointed

in future, to ensure that future executive directors’

service contracts comply with provision 39 of the Code.

A copy of the financial statements has been placed on the

Company’s website, www.agbarr.co.uk. The maintenance

and integrity of this website is the responsibility of the

directors. Legislation in the UK governing the

preparation and dissemination of financial statements

may differ from legislation in other jurisdictions.

By order of the Board

Neil MacLennan

Company Secretary

26 March 2024

A.G. BARR p.l.c. Annual Report and Accounts 2024

Composition

From 30 January 2023 until 31 May 2023, the Audit

and Risk Committee (the ‘ARC’) comprised three

non-executive directors: Nick Wharton, Susan Barratt

and David Ritchie. On 1 June 2023, Louise Smalley

joined the Board as a non-executive director and

also became a member of the ARC. Following Louise

Smalley’s appointment, the ARC comprised four

non-executive directors. David Ritchie will resign

as a non-executive director with effect from the

conclusion of the Annual General Meeting scheduled

to take place on 31 May 2024 and will step down

from the ARC with effect from that date. The ARC

is chaired by Nick Wharton. The Board is satisfied

that Nick Wharton has recent and relevant financial

experience as required by provision 24 of the 2018 UK

Corporate Governance Code. Biographical details

of the Chair and other members of the ARC are

shown on pages 56 to 57. The Board has determined

that the current composition of the ARC as a whole

has competence relevant to the sector in which the

Company operates, to enable it to deal effectively

with the matters it is required to address and to

challenge management when necessary.

Meetings

The ARC met four times during the year. The meetings

are attended by the ARC members and, by invitation,

the Finance Director, the Group Financial Controller,

the Group Legal and Risk Director, the Company

Secretary and representatives from the external

and internal auditors. The ARC meets regularly

with the Finance Director and other members of

management, as well as privately with the external

and internal auditors.

Role and responsibilities

The primary role of the ARC is to assist the Board in

fulfilling its oversight responsibilities. This includes:

• Financial reporting:

- monitoring the integrity of the annual and

interim financial statements and formal

announcements relating to the Group’s

financial performance and reviewing any

significant financial reporting judgements

and disclosures which they contain;

- if requested by the Board, providing advice

on whether the Annual Report and Accounts

are fair, balanced and understandable; and

- reporting to the Board on the appropriateness

of the Group’s accounting policies and

practices.

• Internal control and risk management:

- reviewing and monitoring the effectiveness

of the Group’s internal control and risk

management systems;

- reviewing and monitoring the effectiveness of

the internal audit function, which is resourced

externally, and management’s responsiveness

to any findings and recommendations; and

- reviewing the identification and mitigation

of the Group’s existing corporate risks and

emerging risks.

• Policies and procedures:

- reviewing and approving the terms of

reference for the Company’s Treasury and

Commodity Committee;

- reviewing the Group’s delegated authority limits;

- reviewing and monitoring the Group’s Tax risk

management policy;

- reviewing and monitoring the Group’s

Anti-facilitation of tax evasion policy;

- reviewing and monitoring the appropriateness

of the Group’s Anti-bribery policy and

procedures;

- approving the appointment and removal of

the internal auditor;

- making recommendations to the Board in

relation to the appointment and removal

of the external auditor and approving its

remuneration and terms of engagement;

- reviewing and monitoring the external

auditor’s independence and objectivity

and the effectiveness of the audit process;

- reviewing the policy on the engagement of the

external auditor to supply non-audit services;

and

- reporting to the Board on how it has

discharged its responsibilities.

Activities of the Audit and Risk Committee

In respect of the year to 28 January 2024 (‘period

under review’), the ARC has:

• Financial reporting:

- reviewed and discussed with the external

auditor the key accounting considerations

and judgements reflected in the Group’s

unaudited results for the six month period

ended 30 July 2023;

- reviewed and agreed the external auditor’s

audit strategy memorandum in advance of

its audit for the year ended 28 January 2024;

- discussed and agreed the nature and scope

of the work to be performed by the external

auditors;

- received and reviewed reports from

management regarding their approach

to key accounting considerations and

judgements in the half year and full year

financial statements;

- reviewed the half year and full year

financial statements;

- discussed the report received from the

external auditor regarding its audit in respect

of the year ended 28 January 2024, which

included comments on its findings on internal

control and key audit risks and a statement on

its independence and objectivity; and

- reviewed the results of this audit work and the

response of management to matters raised.

AUDIT AND RISK COMMITTEE REPORT

On behalf of the

Audit and Risk

Committee, I am

pleased to present

its report for the

year ended 28

January 2024.

The report describes

the key activities

undertaken by the

Committee during

the year and how

it has discharged

its role and

responsibilities.

Nick Wharton

Chair of the Audit and Risk

Committee

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

• Internal control and risk management:

- received reports from internal audit covering

various aspects of the Group’s operations,

controls and processes;

- received reports on the operation of the

Group’s Risk Committee;

- reviewed the Group’s risk register and the

Group’s principal risks in light of the Board’s

risk appetite for key risk areas, together with

the systems and processes for mitigating

those risks;

- received reports from management on the

actions taken by the business to mitigate cyber

risks, including the risk of a ransomware attack;

– following up on internal control related actions;

- received reports from management in relation

to the identification and management of

emerging risks for the Group and reviewed the

Group’s emerging risks related to technology.

The ARC was satisfied that the enhanced

processes introduced during the year to

manage these risks were operating effectively;

- reviewed and recommended the Group’s

enterprise risk management framework,

including the Group’s risk appetite statement,

to the Board;

- discussed and agreed the nature and

scope of the work to be performed by the

internal auditor;

- reviewed the results of this audit work and the

response of management to matters raised;

- reviewed the effectiveness of the Group’s risk

management and internal control systems

(including financial, operational, compliance

and risk management controls); and

- reviewed and approved the Company’s

viability and going concern statements.

Consideration of the effectiveness of the Group’s

risk management and internal control systems is

set out in the Corporate Governance Report on

pages 68 to 69.

• Policies and procedures:

- reviewed and approved the Treasury policy,

Commodities management policy and the

terms of reference for the Group’s Treasury

and Commodity Committee;

- reviewed and recommended the Group’s Tax

risk management policy to the Board;

- reviewed and approved the Group’s Anti-

facilitation of tax evasion policy;

- reviewed the effectiveness of the Group’s

Anti-bribery systems and controls and

reviewed and approved the Group’s Anti-

bribery and Corruption policy;

- reviewed the Group’s delegated authority

limits;

- approved the reappointment of the internal

auditor;

- made recommendations to the Board on the

appointment and remuneration of the external

auditor and monitored the performance of

the auditor;

- monitored and reviewed the performance

of the incumbent internal auditor and the

effectiveness of the Group’s internal audit

activities;

- reviewed its policies on the supply of non-

audit services by the external auditor and on

the employment of former employees of the

Group’s external auditor;

- reviewed the non-audit services provided

to the Group by the external auditor and

monitored and assessed the independence of

both the external and internal auditors; and

- reviewed the performance and effectiveness

of the ARC and its terms of reference.

At the request of the Board, the ARC also considered

whether the Annual Report and Accounts for the year

ended 28 January 2024, taken as a whole, are fair,

balanced and understandable and provide the

information necessary for shareholders to assess

the Company’s position and performance, business

model and strategy. Following review of

management’s processes in this regard and

consideration of the draft Annual Report and

Accounts, the ARC recommended to the Board that

it could make the required disclosure as set out in

the Directors’ Responsibilities Statement on page 112.

Significant areas

The significant matters and key accounting

judgements independently assessed and considered

by the ARC in respect of the period under review were:

• Revenue recognition – brand support accruals:

judgement is required by management when

determining the level of brand support accruals

at the year end. During the year, the ARC received

and considered reports from management on

the improvements made to the internal processes

and controls in place with regard to brand

support accruals, and the level of accruals at

the half year and at the year end. It also received

and considered reports from the external auditor

following their review of net revenue and brand

support accruals during the period. The ARC

considered these reports and was satisfied that

the estimates and judgements made by

management are appropriate.

• Management override of controls: there is a risk

of fraud associated with the potential override

of internal controls by management. During the

year, the ARC assessed this risk, and received

and considered a report from the external

auditor which stated that its procedures, which

included the use of data analytics, did not identify

any errors or significant deficiencies in internal

controls. The ARC was content that there were

no issues arising.

Other areas

Other matters independently assessed and

considered by the ARC in respect of the period

under review were:

• Impairment of intangible assets: the ARC

identified and reviewed the valuation of

intangible assets and considered whether any

intangible assets should be impaired. The ARC

considered a report from management and the

external auditors in relation to their impairment

reviews of the intangible asset base and was

satisfied with management’s conclusion that,

following impairment assessments carried out

as part of the interim and full year reporting

processes, no impairment was required other

than the impairment of the investment in

Elegantly Spirited Limited related to the Strykk

brand. The ARC concluded that, save in respect of

this impairment, the carrying values of intangible

A.G. BARR p.l.c. Annual Report and Accounts 2024

assets on the balance sheet remained

supportable. The external auditor concurred

with management’s assessment.

• Assumptions used in the Company’s defined

benefit pension scheme: the Company operates

the A.G. BARR p.l.c. (2008) Pension and Life

Assurance Scheme, which includes a defined

benefit section. The Company engages a third

party, Hymans Robertson, to assist in the IAS 19

valuation of the defined benefit pension scheme

liability. There is a risk related to judgements

made by management in valuing the defined

benefit pension scheme liability, including the

appropriateness of the discount rate and inflation

rate assumptions. These variables can have a

material impact in calculating the quantum of the

defined benefit liability. During the year the ARC

were satisfied that management had considered

and were comfortable with the assumptions used

by Hymans Robertson (the ‘Assumptions’), and

received and considered a report from the

external auditor which stated that it had carried

out a review and benchmarking exercise of the

Assumptions and concluded that they were within

an acceptable range. After discussion and

challenge the ARC was satisfied that the

Assumptions proposed were reasonable and

these were approved.

• Going concern: the ARC considered and

challenged reports from management regarding

the going concern assumption and the key

environmental and trading sensitivities applied,

and was satisfied that this assumption was

appropriate. The external auditor supported

the ARC’s conclusion.

• Viability: the ARC considered and challenged

reports from management regarding the viability

statement, including information on the Group’s

financing facilities, and approved the viability

statement. The external auditor supported the

ARC’s conclusion.

• The presentation and explanation of the use

of alternative performance measures (‘APMs’):

the ARC considered a report from the external

auditor on management’s presentation of

APMs in the Annual Report and Accounts for the

year ended 28 January 2024, including a report

on whether the use of APMs and statutory figures

was generally well balanced and APMs were

appropriately labelled and defined, and was

satisfied that APMs were appropriately

presented.

• Adjusting item: the ARC considered and

challenged a report from management in

relation to the classification and presentation

of a certain item as an adjusting item, and was

satisfied with the treatment and presentation of

this item which arose during the period under

review as adjusting. The external auditor

concurred with the ARC’s assessment.

• Valuation of inventory: inventory was an area

of focus due to the price volatility related to

raw materials. The ARC received a report from

management confirming that the annual average

actual cost per case would be used as the

method of calculation for the purposes of valuing

inventory at the year end; this was supported by

the external auditor and the ARC. The ARC also

received and considered a report from the

external auditor following their review of

management’s controls and processes in relation

to the valuation of inventory, and their assessment

of the risk identified. The ARC was satisfied that

the estimates and judgements made by

management were appropriate.

• Rio acquisition: the Group acquired the Rio brand

through the acquisition of 100% of the share

capital of Rio Tropical Limited in October 2023.

Management concluded, in accordance with

IFRS 10, that the Group obtained control over

Rio Tropical Limited and would therefore fully

consolidate as at 28 January 2024. The

identification and valuation of intangibles as

well as the valuation of other assets acquired

and related assumptions were a key area of

focus. The external auditor performed various

procedures, challenged management in relation

to certain relevant assumptions, forecasts and

assessments, and assessed the adequacy of the

disclosures made in the financial statements.

The ARC considered the reports from the external

auditor and management in relation to this work

and was satisfied that the disclosures made in

the financial statements were adequate.

The ARC receives regular presentations from

members of the senior management team. During

the year, the ARC considered presentations from

representatives of the management team on

pensions, the Group’s tax strategy and tax risk

management policy, and the Group’s commodity

procurement framework.

External audit

The Group’s external auditor is Deloitte LLP (‘Deloitte’).

The current audit partner is David Mitchell.

The ARC reviews the external auditor’s performance,

independence and objectivity annually. The ARC

ensures that procedures are in place to safeguard

the external auditor’s independence and objectivity.

The external auditor reports regularly to the ARC

on the actions that it has taken to comply with

professional and regulatory requirements and

current best practice in order to maintain its

independence and objectivity.

The Group has a policy in place which ensures that

the provision of non-audit services by the external

auditor does not impair the auditor’s independence

or objectivity. This policy reflects the Financial

Reporting Council’s Ethical Standard 2019, such that

the external auditor may only provide non-audit

services which are closely linked to the audit itself

or are required by law or regulation. The policy

was complied with during the year.

Details of the amounts paid to the external auditor

during the year for audit and non-audit services

are set out in Note 3 to the financial statements.

The ratio of fees for non-audit services to those for

audit services for the year was 10%, within the 70%

cap in the Financial Reporting Council’s guidance.

The ARC considered the nature and level of

non-audit services provided and was satisfied that

the objectivity and independence of the external

auditor were not affected by the non-audit work

undertaken. The non-audit fees during the year

related to the performance of the half year review.

The nature of and level of fees for the non-audit

services provided were considered by Deloitte who

concluded that they did not present a threat to

Deloitte’s independence.

Deloitte was appointed as the Group’s external

auditor in May 2017 following a competitive tender

process. There are no contractual obligations which

restrict the ARC’s choice of external auditor. The

senior statutory auditor rotates every five years to

ensure independence. The ARC acknowledges the

requirement to tender the external audit contract at

AUDIT AND RISK

COMMITTEE REPORT

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

least every ten years. The Company confirms that it

has complied with the provisions of the Competition

and Markets Authority’s Statutory Audit Services

Order in respect of the financial year. In line with

regulation, during the year ending January 2027, the

ARC intends to initiate a tender of the external audit

contract beginning with the 2027/28 financial year.

During the year, the ARC reviewed and monitored

the external auditor’s independence and objectivity

and the effectiveness of the external audit process.

The ARC reviewed and approved the external

auditor’s plan for undertaking the half year review

and the year end audit, including the scope of their

work and their proposed approach to the key risk

areas identified. After discussion and challenge the

ARC approved this plan. The ARC reviewed the

detailed reports prepared by the external auditor

setting out their findings from the half year review

and the year end audit, with a particular focus on

the areas of audit risk identified. The ARC also

received comprehensive papers from management

in relation to the half year review and the year end

audit. The ARC held meetings with the external

auditor in the absence of management to discuss

the interim review and the year end audit findings

and processes. The ARC was satisfied with the

internal processes run by management and their

response to challenge by the external auditor.

The ARC carried out a review of the effectiveness of

the external auditor and the external audit process

during the year, led by the Chair of the ARC. This

review included an internally facilitated detailed and

comprehensive evaluation of the Group’s external

auditor and the external audit process using written

survey questionnaires, which were completed by the

executive directors and relevant members of senior

management. Members of the ARC carried out an

internally facilitated review of the Group’s external

auditor and the external audit process during the

year using written survey questionnaires. The results

of the evaluation were shared with the ARC and the

external auditor. Overall, the evaluation was

extremely positive, with a small number of

improvement opportunities identified and discussed

with the external auditor.

The ARC also considered a report from the Financial

Reporting Council (FRC) on their review of Deloitte’s

audit of the Company for the year ended

29 January 2023. The FRC concluded that only

limited improvements were required to the audit,

all of which the external auditor has addressed in

the audit for the year ended 28 January 2024.

Following these reviews and meetings, and after

debate and discussion, the ARC was satisfied with

Deloitte’s performance during the year, that it was

objective and independent, and that the external

audit process remains effective, with no major issues

identified. The ARC has recommended to the Board

that a resolution proposing the appointment of

Deloitte be put to shareholders at the 2024 AGM.

Internal audit

At the beginning of each year, an internal audit

plan is developed by the internal auditor following

meetings with directors and senior managers within

the business and with reference to the significant

risks contained within the Group’s risk register and

identified controls. The ARC approves the internal

audit plan for the first half of the year at the

beginning of the year and the plan for the second

half of the year at the June ARC meeting. The ARC

receives updates on progress against the plan and

the recommendations arising from the internal

audits throughout the year, together with updates

on management’s progress against outstanding

actions. The ARC held meetings with the internal

auditor in the absence of management to discuss

the internal audit findings and processes.

The ARC carried out a review of the effectiveness of

the internal audit function and the Company’s risk

management and internal control systems during

the year, led by the Chair of the ARC. This review

included an internally facilitated detailed and

comprehensive evaluation of these matters using

written survey questionnaires, which were completed

by the executive directors and relevant members of

senior management. Members of the ARC carried

out an internally facilitated review of the Group’s

internal audit function and the Company’s risk

management and internal control systems during

the year using written survey questionnaires.

The results of the evaluation were shared with

the ARC and the internal auditor and were very

positive with a small number of improvement

opportunities identified.

Following these reviews and meetings, the ARC

was satisfied that the internal audit function was

performing in an effective manner and that the

Company’s risk management and internal control

systems were effective, with no major issues

identified.

Audit and Risk Committee evaluation

The ARC carried out a review of the performance

and effectiveness of the ARC during the year, led

by the Chair of the ARC. In line with the 2018 UK

Corporate Governance Code, this year the

evaluation was internally facilitated, having last been

externally facilitated during the year to January 2023.

This review included a detailed and comprehensive

evaluation of the performance and effectiveness of

the ARC using written survey questionnaires, which

were completed by members of the ARC, the

Finance Director, the Group Legal and Risk Director

and the Company Secretary. The results of the

evaluation were shared with the ARC. Overall, the

review found that the ARC was functioning in an

effective manner and performing satisfactorily,

with no major issues identified.

Nick Wharton

Chair of the Audit and Risk Committee

26 March 2024

A.G. BARR p.l.c. Annual Report and Accounts 2024

The current Policy was approved by a binding vote at

the 2023 AGM and became effective for three years

from the close of that meeting. For ease of reference,

we are including the Policy in this year’s Directors’

Remuneration Report on pages 93 to 105. The Annual

Report on Remuneration on pages 77 to 92 provides

details of the amounts earned by the directors in

respect of the year ended 28 January 2024 and

how the Policy will operate for the year commencing

29 January 2024. The Annual Report on Remuneration

will be subject to an advisory vote at the 2024 AGM.

Whilst the Board were pleased with the majority

support received for the Policy at the 2023 AGM,

it was mindful that a minority of shareholders were

unable to support the resolution. On behalf of the

Board, the Remuneration Committee (‘Committee’)

subsequently consulted with a group of shareholders

in order to understand their views. The Committee

is cognisant that the Policy continues to permit the

provision of pensions for existing executive directors

at levels above those of the wider workforce. Whilst

this relates to honouring contractual obligations to

incumbent executive directors, the Policy application

for new executive directors aligns their pension levels

to that of the wider workforce. This is evidenced by the

package for the new Chief Executive which aligns his

pension with the wider workforce. Having reflected

on the feedback received from shareholders and

the support of the majority of shareholders, the

Committee is satisfied that it acted in the best

interests of the Company and all of its stakeholders.

The Committee is committed to maintaining an

open and constructive dialogue with the Company’s

shareholders on executive directors’ remuneration.

During the last year, Louise Smalley has joined the

Committee. It is intended that Louise will take on the

role of Chair of the Committee when I retire from the

Board at the 2024 AGM after nine years as Chair of

the Committee.

The Committee carried out an internally facilitated

review of its performance and effectiveness during

the year. This review employed written survey

questionnaires, which were completed by members

of the Committee and the Company Secretary.

The results of the evaluation were shared with

the Committee. Overall, the review found that the

Committee was functioning in an effective manner

and performing satisfactorily, with no major

issues identified.

Remuneration in context

Having successfully navigated through the global

supply chain issues associated with the Covid-19

pandemic followed by the UK cost of living crisis with

high levels of cost inflation, the last year has remained

a period of volatility with significant uncertainty and

external risks faced by UK companies. In this context,

the Committee has considered the experiences of key

stakeholders over the year, as well as overall Group

performance, when making executive remuneration

decisions in respect of 2023/24 and the forthcoming

financial year. Below is a summary of the key drivers

of our decisions:

Group performance

• Revenue increased by 25.9% to £400.0m.

• Adjusted profit before tax of £50.5m, an increase

of 16.1% on the prior year.

• Strong cash management ensured that the

Group exited the financial year with net cash

at bank* of £53.6m.

Shareholder experience

• An interim dividend of 2.65p per share paid in

October 2023 and a proposed final dividend for

the 2023/24 financial year of 12.40p.

• The share price at the end of the financial year of

£5.51 was c.5% higher than at the start of the year.

Employee experience

• The Group paid bonuses for the 2022/23 financial

year to employees based on strong individual

performance.

• The Group increased salaries for the workforce in

April 2023 by an average of 5%.

• Flexible working arrangements continued in

2023/24 to support employees, with a particular

focus on mental wellbeing.

Customer experience

• Strong support provided to the Group’s

customers notwithstanding the volatile market

backdrop.

Pay for performance in 2023/24

The Committee remains committed to a responsible

approach to executive pay and believes that variable

pay should only be earned for achievement against

stretching targets.

Achievement against annual bonus targets

– maximum payout in respect

of PBT for strong performance

The executive directors were set a stretching target

for profit before tax (‘PBT’), which accounts for 80%

of bonus opportunity for each executive director.

The PBT target range of £45m to £50m reflected

the ambitions for growth of the business set against

challenging external conditions. By meeting and

overcoming these external challenges, the executive

directors delivered strong growth in revenue and

achieved adjusted PBT* of £50.5m. As a result, the

Committee decided to award a full bonus for the

PBT portion of the bonus.

Each of the executive directors was also set stretching

individual strategic objectives tailored to their role

and responsibilities, which account for 20% of bonus

opportunity for each director. The Committee

reviewed each of the directors’ strategic objectives

in turn, to fully understand the extent to which each

DIRECTORS’ REMUNERATION REPORT

REMUNERATION COMMITTEE – CHAIR’S STATEMENT

On behalf of

the Board, I am

pleased to present

the Directors’

Remuneration

Report for the year

ended 28 January

2024, which sets

out the Directors’

Remuneration Policy

(‘Policy’) and the

Annual Report on

Remuneration.

David J. Ritchie

Chair of the Remuneration

Committee

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

strategic objective had been achieved. The

Committee was satisfied that strong progress had

been achieved by each of the executive directors

towards their strategic objectives and agreed to

award the individual directors between 75% and 80%

of the maximum of 20% available for this part of the

bonus, reflective of individual performance.

As a result, the bonuses awarded to individual

directors ranged from 119% to 120% of the maximum

bonus available of 125% of salary. Further details of

bonus awards can be found on pages 79 to 80.

Achievement against LTIP targets –

2021 LTIP awards vest in full

The 2021 LTIP awards were granted to the directors

in April 2021 as the UK was emerging from the

Covid-19 pandemic with significant associated

economic uncertainty. As reported at the time of

these awards, the Committee decided that it would

be appropriate to make a one-off change to the

performance measures attached to LTIP awards

in 2021 to base the awards solely on the revenue

recovery strategy agreed with the executive team.

The logic for this was based on future growth in

revenue being vital to the long term fortunes of

the business and its stakeholders, delivering strong

operating cash flows and allowing the business to

continue to invest in future growth. The Committee

viewed the incentivisation of strong revenue growth

as key to delivering improving earnings for

shareholders in the long term. The Committee

considered that annual targets were more relevant

given the level of medium term uncertainty and

set stretching revenue targets relative to internal

forecasts at that time. The revenue performance

of the Group during the three years ended

28 January 2024 has been very strong, with a

cumulative increase of 76% over the three years.

The revenue targets set at the time of the awards

established maximum targets for each of the

financial years 2021/22, 2022/23 and 2023/24 of

£230m, £235m and £250m respectively, with each

year being used to assess one third of the LTIP award.

The revenue achieved for each of the financial years

2021/22, 2022/23 and 2023/24 was £268.6m, £317.6m

and £400.0m respectively. The Committee

considered the revenue contribution made from the

acquisition of Boost Drinks in late 2022 and confirmed

that the revenue achieved in each year exceeded the

maximum target when the Boost Drinks’ revenue was

excluded from the totals. Therefore, the Committee

concluded that for each financial year, the maximum

target was exceeded and the associated one-third

share of the LTIP award will vest in full, leading to full

vesting of the overall 2021 LTIP awards in April 2024.

Further details can be found on pages 80 to 81.

The Committee has reviewed the outcomes arising

from the application of the Policy during the year and

considers these outcomes to be fair and appropriate.

The performance of the Group has been strong with

robust leadership from the executive team and this

is reflected in the Committee’s decisions in respect of

variable pay for the year. The Committee is confident

that the Policy has operated as intended during

the year.

Other pay decisions in respect of 2023/24

Set out below are the other decisions made during

the year in respect of remuneration.

Base salary increases – set below the

average increase in the wider workforce

The Committee reviewed executive director

salaries during the year and awarded increases

of 4.35%, which was below the average increase

awarded to the wider workforce (5%) and below

prevailing inflation.

LTIP awards – awards granted using three

performance metrics of EPS, TSR and ESG

The Committee concluded that it was appropriate

to grant LTIP awards in April 2023 at a value equal

to 150% of base salary, consistent with the normal

maximum opportunity under the Policy. These LTIP

awards will be assessed over the three year vesting

period using the performance metrics of EPS, TSR and

ESG with relative proportions of 60%, 30% and 10%.

Employee engagement

The Committee recognises the importance of culture

and effective employee engagement in the creation

of a good workplace. We review workforce

remuneration and related policies and the alignment

of incentives and rewards with culture, and take

these into account when determining the policy for

executive director remuneration. The Board’s role

is to ensure that effective processes and procedures

are in place for gathering workforce views and

engaging in meaningful dialogue with employees.

The Board receives regular updates on workforce

engagement throughout the year; the topic

regarding how executive directors’ remuneration

aligns with wider Company pay policy is included as

a specific discussion item at workforce engagement

sessions at least once per annum. Further information

on employee engagement is included in the

Corporate Governance Report on pages 64 to 65.

Stepping down of Chief Executive

On behalf of the Board, the Committee considered

the decision by Roger White to step down and retire

from his position as Chief Executive of the Company

and leave the Board as at 30 April 2024. After over

20 years of contribution in his role, the Committee

agreed, in line with the Policy, to treat Roger as a

good leaver. As a result, existing LTIP awards held

by Roger will be assessed for vesting at the three

year anniversary of their award date in the normal

manner but any vesting of an LTIP award will be

pro-rated to take account of his period of

employment during the vesting period. The Policy will

continue to apply to any vesting awards including the

malus and clawback arrangements and any relevant

holding periods. The Committee confirmed that

Roger will receive his existing salary and benefits up

to the date of leaving, including the opportunity to

participate in the annual bonus pro rated for service,

and he will not receive any compensation for loss of

office. Further details can be found on page 84.

Appointment of new Chief Executive

On behalf of the Board, the Committee considered

the appropriate remuneration package to be provided

to the incoming new Chief Executive, Euan Sutherland.

The Committee agreed a base salary of £650,000

in order to secure the recruitment of the new Chief

Executive alongside market typical benefits including

a pension provision at 8% of base salary in line with

the wider workforce. Whilst the salary is above that of

the current Chief Executive, it is materially lower than

the salary received by the incoming Chief Executive

in their most recent appointment at Saga plc and

reflects the significant experience of the individual

as a PLC Director. The Committee has agreed that,

A.G. BARR p.l.c. Annual Report and Accounts 2024

on joining, he will receive £130,000 in total for the

purposes of relocation costs. The Policy will be applied

to him in a manner consistent to his fellow executive

directors, including bonus and LTIP arrangements.

Given the new Chief Executive’s arrival in the early part

of the financial year, in keeping with typical practice

in the Group for senior executives, and to ensure

immediate alignment with the performance aims of

the Group, he will be included in the 2024/25 bonus

scheme for the full year. The Committee has not

approved any buyout arrangements for the new

Chief Executive in respect to his previous employment.

Further details can be found on page 84 to 85.

Other Board changes

On behalf of the Board, the Committee considered

the decision by Jonathan Kemp to step down and

retire as an executive director of the Company on

31 May 2024. To facilitate a smooth handover the

Committee has agreed that Jonathan will continue

to work on a full time basis until 30 September 2024,

and will remain available to the Company as

required for a further twelve month period following

which he will leave the business. During his 6 month

notice period Jonathan will continue to receive his

existing base salary and benefits in line with his

contract and the Policy. Jonathan will remain eligible

to be considered for a bonus under the Policy for the

2024/25 financial year pro rated for the period up

to 31 May 2024 to reflect his period of service as an

executive director. Jonathan will not participate in the

bonus for the 2025/26 financial year and will not be

eligible for any new LTIP awards. Given Jonathan’s

long service, the Committee agreed, in line with

the Policy, to treat him as a good leaver. As a result,

existing LTIP awards held by Jonathan will be

assessed for vesting at the three year anniversary

of their award date in the normal manner but any

vesting of an LTIP award will be pro-rated to take

account of his period of employment during the

vesting period. The Policy will continue to apply

to any vesting awards including the malus and

clawback arrangements and any relevant holding

periods. Jonathan will not receive any compensation

for loss of office. Further details can be found on

page 85.

Looking forward – implementation of Policy

for 2024/25

Set out below are the decisions anticipated to be

made during 2024/25 in implementing the Policy.

Base salary – increase set lower than

the average for the wider workforce

Set at a level lower than the average of salary

increases across the wider workforce (4.2%), and

to reflect their commitment and effort in their roles,

Stuart Lorimer and Jonathan Kemp will receive a

salary increase of 4.0% with effect from 1 April 2024.

An increase of 4.0% will be made to the Chair’s fee

and the other non-executive directors’ base fee with

effect from 1 April 2024. No salary increase will be

awarded to Roger White.

Annual bonus – to be operated in line

with Policy

The Committee intends to operate the bonus scheme

for the year ending 25 January 2025 in line with the

Policy, with maximum awards at 125% and continuing

to be subject to a combination of PBT and individual

strategic objectives.

Details of bonus and performance measure

weightings are provided on page 80. Performance

targets for these bonus awards will be disclosed in

the Annual Report on Remuneration for the year

ending 25 January 2025.

LTIP – awards at normal level of opportunity

with targets based on cumulative EPS, TSR

and ESG measures

In line with the Policy, the Committee intends to grant

LTIP awards at the normal maximum opportunity of

150% of base salary in May this year. These LTIP awards

will be assessed cumulatively over the following

three years based on stretching targets set across

three performance measures: EPS, TSR and ESG.

EPS is a key performance indicator for the Company

and shareholders, and remains a highly credible

measure of long term performance. However, the

overall impact of any future Deposit Return Scheme

(‘DRS’) is very challenging to assess with acceptable

accuracy at this early stage. As such, the EPS targets

have been set specifically not taking into account the

future impact of the introduction of any DRS. The

Committee has resolved to monitor the impact of

any DRS post its implementation with the expectation

that the EPS targets set in 2024 will be adjusted

during the vesting period to enable any DRS impact

to be included in the targets prior to the vesting date.

Taking this into account, the Committee is confident

that the target range selected is appropriately

stretching and will help the Group drive growth

in shareholder earnings.

TSR is a relative performance measure which creates

strong alignment between the executive directors

and shareholders. As for the LTIP awards granted in

2023, the TSR performance of the Company will be

compared over the three years to the TSR of the

FTSE 250 index (excluding investment trusts and

financial services companies).

The Committee believes that environmental

sustainability is important to the long term success

of the business and the executive directors’

remuneration should be related to their performance

in this area. Consistent with the LTIP awards granted

in 2023, the ESG performance of the Company will

feature as a performance metric for the 2024 LTIPs

based on environmental sustainability targets.

Details of the 2024 LTIP awards are provided on

page 82 to 83. Details of the performance targets

set for the 2024 LTIP awards will be disclosed in the

Annual Report on Remuneration for the year ending

25 January 2025.

I look forward to your support at the upcoming AGM.

David J. Ritchie

Chair of the Remuneration Committee

26 March 2024

* Items marked with an asterisk are non-GAAP measures.

Definitions and relevant reconciliations are provided in the

Glossary on pages 180 to 184.

DIRECTORS’

REMUNERATION

REPORT

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Annual report on remuneration

The following parts of the Remuneration Report are subject to audit, other than the elements explaining the application of the Remuneration Policy (‘Policy’) for 2024/25.

Single figure table – audited information

The aggregate remuneration provided to directors who have served as directors in the year ended 28 January 2024 is set out below, along with the aggregate

remuneration provided to such directors for the year ended 29 January 2023.

Director

Jan 24

Salary/

fees

£000

Jan 23

Salary/

fees

£000

Jan 24

Benefits

£000

Jan 23

Benefits

£000

Jan 24

Bonus^

£000

Jan 23

Bonus^

£000

Jan 24

Long term

incentives

£000

Jan 23

Long term

incentives

£000

Jan 24

Pension

£000

Jan 23

Pension

£000

Jan 24

Total fixed

remuneration

£000

Jan 23

Total fixed

remuneration

£000

Jan 24

Total variable

remuneration

£000

Jan 23

Total variable

remuneration

£000

Jan 24

Total

remuneration

£000

Jan 23

Total

remuneration

£000

Executive

Roger White 515 503 40 41 610 462 784 506 108 269 663 813 1,394 968 2,057 1,781

Stuart Lorimer 353 340 17 18 420 318 539 348 74 77 444 435 959 666 1,403 1,101

Jonathan Kemp 268 254 18 19 323 242 411 265 57 57 343 330 734 507 1,077 837

Non-executive

John Nicolson* – 25 – – – – – – – – – 25 – – – 25

Mark Allen** 165 142 – – – – – – – – 165 142 – – 165 142

Robin Barr*** 17 51 – – – – – – – – 17 51 – – 17 51

Julie Barr**** 41 – – – – – – – – – 41 – – – 41 –

Susan Barratt 55 53 – – – – – – – – 55 53 – – 55 53

Zoe Howorth 53 48 – – – – – – – – 53 48 – – 53 48

David Ritchie 61 59 – – – – – – – – 61 59 – – 61 59

Louise Smalley***** 36 – – – – – – – – – 36 – – – 36 –

Nick Wharton 61 59 – – – – – – – – 61 59 – – 61 59

Total 1,625 1,534 75 78 1,353 1,022 1,734 1,119 239 403 1,939 2,015 3,087 2,141 5,026 4,156

* John Nicolson resigned from the Board on 31 March 2022. The remuneration above was paid in respect of his services until that date.

** Mark Allen was appointed to the Board on 1 July 2021 and became Chair on 31 March 2022. The remuneration above was paid in respect of his services on the Board from 31 January 2022 to 31 March 2022, and as

Chair from 31 March 2022.

*** Robin Barr resigned from the Board on 26 May 2023. The remuneration above was paid in respect of his services until that date.

**** Julie Barr was appointed to the Board on 26 May 2023. The remuneration above was paid in respect of her services from that date.

***** Louise Smalley was appointed to the Board on 1 June 2023. The remuneration above was paid in respect of her services from that date.

^ The bonus figures include the deferred portion of bonus in shares being 25% of bonus earned for year to 28 January 2024 and 20% of bonus earned for the year ended 29 January 2023.

A.G. BARR p.l.c. Annual Report and Accounts 2024

The figures in the single figure table on the previous page are derived from the following:

(a) Salary and fees The amount of salary/fees received in the year. A salary sacrifice arrangement is operated by the Company. Employees who join this

arrangement no longer pay contributions to the pension scheme but receive a lower taxable salary. Directors’ salaries are shown gross

of any salary sacrifice pension contributions.

(b) Benefits The value of benefits received in the year. These include car allowance, fuel benefit, private medical insurance, healthcare cash plan,

flex-cash, the value of SAYE options vesting in the year, and AESOP free and matching shares awarded in the year.

SAYE: option shares are valued at the market price of the option shares at the date of vesting less the option exercise price.

AESOP: free and matching shares are valued at market value at the date of award.

Details of the executive directors’ interests in the SAYE are set out on page 92.

(c) Bonus A description of the annual bonus in respect of the year and Group and personal performance against which the bonus pay-out was

determined is provided on pages 79 to 80.

(d) Long term incentives The value of LTIP awards that vest in respect of the year.

Details of the executive directors’ interests in the LTIP are set out on page 92.

(e) Pension The pension figure includes:

• pension cash alternatives equal to the executive directors’ contractual pension provision; and

• for individuals in the 2008 Scheme’s defined benefit section, the additional value accrued in the year calculated using the HMRC

method (using a multiplier of 20).

Further details of pension benefits are set out on pages 83 to 84.

Individual elements of remuneration

Base salary and fees

Base salaries for individual executive directors for the year ended 28 January 2024 and for the following year are set out in the table below:

Executive director

Base salary for year

ended 28 January 2024

£000

Base salary for year

ending 25 January 2025

£000 Increase %

Roger White 513 517 -%

Stuart Lorimer 353 367 4.00%

Jonathan Kemp 269 280 4.00%

Details of non-executive directors’ fees for the year ended 28 January 2024 and for the following year are set out in the table below:

Non-executive director fee

Year ended

28 January 2024

£000

Year ending

25 January 2025

£000 Increase %

Chair of the Company 165 172 4.00%

Base fee 53 55 4.00%

Additional fee for chairing Audit and Risk Committee 8 8 -%

Additional fee for chairing Remuneration Committee 8 8 -%

Additional fee for chairing ESG committee 2 2 -%

Additional fee for Senior Independent Director 2 2 -%

DIRECTORS’

REMUNERATION

REPORT

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Benefits – audited information

The benefits figure for each of the executive directors is detailed as follows:

Year ended 28 January 2024

Executive director

Car and fuel

benefit

£000

Other*

£000

AESOP

awards

£000

Total

£000

Roger White 38 1 1 40

Stuart Lorimer 15 1 1 17

Jonathan Kemp 16 1 1 18

Total 69 3 3 75

* Other costs included private medical insurance, healthcare cash plan and flex-cash as they are below £1,000 separately

The value of the AESOP awards is the sum of the AESOP free and matching shares awarded to the directors in the year.

Annual bonus

The maximum annual bonus award opportunity for each executive director in respect of the year ended 28 January 2024 was 125% of salary, with 80% of the bonus

assessed against the achievement of adjusted Group profit before tax, compared against a set of profit targets and 20% based on strategic objectives. The executive

directors earned a total of £1.35m as annual bonus for the year, representing 119% of Roger White’s salary, 119% of Stuart Lorimer’s salary and 120% of Jonathan Kemp’s

salary. 25% of the bonus will be deferred into shares for two years and subject to malus and clawback provisions, as set out in the current Policy.

The target for the annual bonus based on profit before tax and performance against that target is set out in the table below. 50% of this element of the bonus could

be earned for on-target performance with zero paid for threshold performance and a broadly linear scale through to full payment of this element of the bonus for

performance at or above the maximum target.

Threshold target On target Maximum target

Actual

performance

Weighting as

percentage of

total bonus

opportunity

Actual outcome

as percentage of

total bonus

opportunity

Adjusted profit before tax* £45.0m £ 47.0m £50.0m £50.5m 80% 80%

Strategic objectives for the year ended 28 January 2024 account for 20% of the bonus and targets were set around the Company’s key areas of strategic focus at the

start of the financial year. Details of the strategic objectives for the year ended 28 January 2024 and the Committee’s determination of performance against them is

set out in the table on the following page.

A.G. BARR p.l.c. Annual Report and Accounts 2024

The Remuneration Committee debated each of the directors’ strategic objectives in turn, having an in-depth discussion on an objective by objective basis to fully

understand the extent to which each strategic objective had been achieved and which elements of any objectives remained outstanding. The Remuneration

Committee then attributed an individual score to each objective. Given the commercial sensitivity surrounding the objectives these individual scores have not

been disclosed. The cumulative totals are set out below with a summary of the objectives set.

Measure Weighting Pay-out

Roger White 20% 15%

Deliver an objective related to managing volatility in financial performance due to DRS, inflation and supply resilience

Deliver an objective related to the development of the organisation to support future growth

Deliver an objective related to driving the value creation agenda

Deliver an objective related to leading the Group strategy

Stuart Lorimer 20% 15%

Deliver an objective related to the development of Group financial reporting and controls processes

Deliver an objective related to the Barr Soft Drinks supply chain performance improvement programme

Deliver an objective related to integrated business planning

Deliver a personal development objective

Jonathan Kemp 20% 16%

Deliver a plan related to Barr Soft Drinks margin recovery

Deliver an objective related to digital strategy

Deliver an objective related to a brand refresh

Deliver a personal development objective

Annual bonus for 2024/25

For the 2024/25 financial year 80% of bonus potential will be assessed against growth in adjusted Group profit before tax, which is an important indicator of the success

of the Company’s strategy. Performance targets will be set at challenging levels, with 50% of this element of the annual bonus being earned for on-target performance.

The remainder of the annual bonus (20% of bonus potential) will be assessed against individual strategic objectives to align the reward structure with key strategic

priorities and to encourage behaviours which facilitate profitable growth and the future development of the business. The actual performance targets are not disclosed

as they are considered to be commercially sensitive at this time and should therefore remain confidential to the Company. The Remuneration Committee will continue

to disclose how the bonus earned relates to performance against the targets on a retrospective basis meaning this information will be disclosed in the Annual Report

on Remuneration for the year ending 25 January 2025.

Long term incentives – audited information

Awards vesting in respect of the financial period

LTIP awards granted in April 2021 were subject to the following net revenue performance targets:

% of maximum

opportunity

Threshold

vesting at 20% of

the maximum

award

Maximum

vesting at 100%

of the maximum

award

Actual net

revenue for

period

Net revenue (£m) for the period ended 2021/22 33% 220 230 268.6

Net revenue (£m) for the period ended 2022/23 33% 225 235 317.6

Net revenue (£m) for the period ended 2023/24 33% 230 250 400.0

DIRECTORS’

REMUNERATION

REPORT

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

There is straight-line vesting between these points and no reward below threshold net revenue performance. The targets operated discretely and were assessed for

each of the three years, such that a proportion of the one third award allocated was earned or not for each year.

The salary used in the calculation of the award is the individual director’s salary at 1 April 2021.

Details of LTIP awards vesting in respect of the financial period are set out below:

Year ended 28 January 2024

Executive director

Total shares

Number

Vesting (% of

maximum

opportunity) %

awarded*

Number

Share price**

LTIP value

£000

Roger White 143,337 100.0% 153,967 5.09 784

Stuart Lorimer 98,663 100.0% 105,980 5.09 539

Jonathan Kemp 75,161 100.0% 80,735 5.09 411

Total 317,161 340,682 1,734

* Shares vesting under the LTIP for the year ended 28 January 2024 include dividend equivalents from the award date for each director.

** The long term incentives figure for the year ended 28 January 2024 has been valued using the average closing share price for the three months ended 28 January 2024 as an estimate of the value of the incentive,

as the actual value of the award will not be finalised until the closing share price is known when the incentive vests in April 2024.

An estimate of the amount of LTIP awarded in April 2021 attributable to share price appreciation is set out below:

Executive director

Share price

appreciation

£000

Roger White 9

Stuart Lorimer 6

Jonathan Kemp 5

Total 20

Year ended 29 January 2023

Executive director

Total shares

Number

Vesting (% of

maximum

opportunity) %

Shares awarded

Number Share price*£ LTIP value £000

Roger White 133,899 71.10% 102,751 5.03 517

Stuart Lorimer 92,174 71.10% 70,732 5.03 356

Jonathan Kemp 70,219 71.10% 53,884 5.03 271

Total 296,292 227,367 1,144

* The long term incentives figure for the year ended 29 January 2023 has been restated to reflect the market value of the shares that vested on 2 November 2023 as at that date. The long term incentives figure for

the year ended 29 January 2023 set out in the Annual Report 2022/23 used the average closing share price for the three months ended 29 January 2023 as an estimate of the market value of those shares.

A.G. BARR p.l.c. Annual Report and Accounts 2024

DIRECTORS’

REMUNERATION

REPORT

CONTINUED

Awards granted during the financial period

During the year ended 28 January 2024 the following LTIP awards were granted equating to 150% of salary:

Executive director Type of award

Number of

Share price at

grant

Market value at

grant

£000

% of award

vesting at

threshold %

Performance

period Years

(ends 24 January

2026)

Roger White LTIP award – nil cost option 154,362 502p 775 20.0 3

Stuart Lorimer LTIP award – nil cost option 106,251 502p 533 20.0 3

Jonathan Kemp LTIP award – nil cost option 80,943 502p 406 20.0 3

The share price at grant is £5.02 which is the five day average of the middle-market closing share prices preceding 11 April 2023 rounded down.

The salary used in the calculation of the award is the individual director’s salary at 1 April 2023.

Vesting of the LTIP awards granted in the year ended 28 January 2024 will be based 60% on a cumulative EPS performance measure, 30% on a relative Total Shareholder

Return (‘TSR’) performance measure and 10% on an Environmental Sustainability performance measure, as set out below:

(i) EPS performance measure (60% of LTIP award):

% linked to award

Threshold vesting at 20%

of the maximum award

Maximum vesting at 100%

of the maximum award

Cumulative EPS for the period including 2023/24, 2024/25 and 2025/26 60% 97. 7p 107.88p

There is straight-line vesting between these points and no reward below threshold EPS performance.

(ii) Ranked TSR performance measured against the constituents of the FTSE 250 index (excluding investment trusts and financial services companies) (30% of LTIP award):

% linked to award

Threshold vesting at 20%

of the maximum award

Maximum vesting at 100%

of the maximum award

TSR for the period including 2023/24, 2024/25 and 2025/26 30% Median Upper quartile

There is straight-line vesting between these points and no reward below threshold TSR performance.

(iii) Environmental Sustainability performance measure (10% of LTIP award):

% linked to award

Threshold vesting at 20%

of the maximum award

Maximum vesting at 100%

of the maximum award

Science Based Target (carbon tonnes) for the period including 2023/24, 2024/25 and 2025/26* 10% 4,793 4,337

* Targets are an average across the three years. A market based approach has been utilised in the calculations. Carbon dioxide loss and use as a processing aid has not been included. Boost and Rio in-sourced

production volumes have been reflected.

There is straight-line vesting between these points and no reward if the threshold Science Based Target is not met.

Long term incentives for 2024/25

LTIP awards granted in 2024 will be granted with a maximum opportunity of 150% of base salary for the executive directors. These LTIP awards will be based 60% on

a cumulative EPS performance measure, 30% on a relative TSR performance measure and 10% on an Environmental Sustainability performance measure for 2024/25,

2025/26 and 2026/27.

EPS is a key performance indicator for the Company and shareholders, and remains a highly credible measure of long term performance.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

TSR is a relative performance measure which creates strong alignment between the executive directors and shareholders. The TSR performance of the Company will

be compared over the three years to the TSR of the FTSE 250 index (excluding investment trusts and financial services companies). 20% of the maximum award will vest

for achieving threshold performance and 100% of the maximum award will vest for achieving maximum performance. There will be straight-line vesting between the

points and no vesting below threshold performance.

The Environmental Sustainability performance measure for the LTIP awards granted in 2024 will be based around the Group’s No Time To Waste environmental

sustainability programme.

The EPS targets are considered commercially sensitive at this time on the basis that they give competitors insight into the Company’s longer term forecasts which the

Board considers confidential. The EPS targets will be disclosed in next year’s Annual Report on Remuneration.

Total pension entitlements – audited information

Executive directors are all members of the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme (the “2008 Scheme”) or the A.G. Barr Retirement Plan. The 2008

Scheme has a defined benefit section and a defined contribution section. The defined benefit section was closed to new entrants from 14 August 2003 and to future

accrual from 1 May 2016. All assets held in the defined contribution section of the 2008 Scheme were transferred to the A.G. Barr Retirement Plan in September 2021.

Roger White is a deferred member of the defined benefit section of the 2008 Scheme and ceased his accrual on 5 April 2011.

The movement in value of executive director pensions (which exclude any pension contributions made in respect of an individual under the Company’s salary sacrifice

arrangement) are detailed in the following table. This movement is made up of Company pension contributions, changes in the value of defined benefit pension scheme

accrual and pension cash equivalents:

Year ended 28 January 2024

Executive director

Defined benefit

accrual

£000

Pension cash

equivalent

£000

Total

£000

Roger White – 108 108

Stuart Lorimer – 74 74

Jonathan Kemp – 57 57

Total – 239 239

Details of the entitlement accruing to the director who is a deferred member of the defined benefit section are detailed in the table below:

Accrued pension at 28 January 2024

£000

Normal

retirement age

Roger White 88 63*

* The normal retirement age specified in the 2008 Scheme rules for Roger White is age 63, however he is also entitled under the 2008 Scheme rules to retire at age 60 without an actuarial reduction to his pension

benefits and without any consent required.

Early retirement can be taken at age 55 subject to Trustee consent. The accrued pension would be reduced relative to age 60 to take account of its early payment.

In addition, Roger White will continue to be entitled to receive life assurance benefits as if he were in pensionable service under the 2008 Scheme until his normal

retirement date notwithstanding the termination of his employment with the Company, but only in circumstances where he is a “good leaver”.

Dependants of the executive directors are eligible for dependants’ pensions and the payment of a lump sum in the event of death in service. Where the 2008 Scheme

provides a pension on a defined benefit basis, final pensionable salary is used to determine the director’s pension entitlement. Where benefits are provided on a defined

contribution basis, the benefits depend on the director’s accumulated fund. Lump sum life assurance cover is provided at five or eight times pensionable salary

dependent upon the date of joining the 2008 Scheme.

A.G. BARR p.l.c. Annual Report and Accounts 2024

DIRECTORS’

REMUNERATION

REPORT

CONTINUED

No contributions were paid to the defined contribution section of the 2008 Scheme or the A.G. Barr Retirement Plan during the years ended 28 January 2024 or

29 January 2023.

All directors have elected to receive Company pension contributions in the form of a cash allowance. Roger White, Stuart Lorimer and Jonathan Kemp receive a cash

allowance equal to their contractual pension provision of 24% of salary.

All new executive directors, including the incoming Chief Executive will receive pensions contributions aligned to that available to the wider workforce.

Payments to past directors – audited information

There were no payments made to past directors during the year in respect of services provided to the Company as a director.

Payments for loss of office – audited information

No payments for loss of office were made during the year.

Executive director changes

As announced on 1 February 2024, Roger White will step down as a director of the Company at the end of April 2024. The following arrangements will apply in respect

of his remuneration:

• Roger White will receive his existing salary and benefits up until 31 July 2024 when his employment will terminate. He will not receive any payment in lieu of notice.

• Roger White will remain eligible for an annual bonus for the financial year ending 25 January 2025. Any bonus awarded will be pro-rated based on service over

the performance period and will be subject to deferral, malus and clawback in accordance with the Policy.

• Roger White will retain the deferred shares awarded to him in respect of his bonuses for the financial years ended January 2023 and January 2024. These will be

released at the end of the relevant two year deferral periods and remain subject to malus and clawback.

• The Remuneration Committee has determined that Roger will be treated as a good leaver under the Company’s LTIP. He will therefore retain his awards over shares

made to him in April 2022 and April 2023. These awards will vest at their normal vesting dates subject to achievement of the relevant performance conditions and

to pro-rating based on the proportion of the relevant performance periods for which he was employed. The awards will remain subject to malus and clawback.

No further awards will be made to him under the LTIP. Further details of the actual vesting following the end of the relevant performance periods will be disclosed

in future Directors’ Remuneration Reports.

• In accordance with the terms of his service agreement, Roger White will continue to be entitled to receive life assurance benefits as if he were in pensionable

service under the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme until his normal retirement date at age 63.

• Roger White will not receive any payments for loss of office.

It was also announced on 1 February 2024 that Euan Sutherland will be appointed as the Group’s Chief Executive Officer with effect from 1 May 2024. The key elements

of his remuneration package that will apply from that date are in accordance with the Policy and are as follows:

• Base salary of £650,000 per annum – the Remuneration Committee is cognisant that this base salary is higher than Roger White’s base salary as the incumbent CEO,

but agreed that a salary at this level was appropriate in order to successfully recruit Euan Sutherland, given his experience as a PLC director and the level of his

most recent salary as CEO of Saga plc. The base salary will be subject to annual review by the Remuneration Committee.

• Annual bonus of a maximum 125% of salary per annum. Given Euan Sutherland will join the Company three months into the financial year for the year ending

25 January 2025 and consistent with typical practice for senior executives of the Group, he will be able to participate in the full year bonus scheme for the financial

year to ensure immediate alignment with business performance. Any bonus payments made will be subject to the provisions of the Policy.

• LTIP awards of a maximum 150% of salary, granted annually with a three year vesting period and subject to the LTIP rules. The Remuneration Committee will grant a LTIP

award to Euan Sutherland in respect of the three financial years commencing 29 January 2024. Any LTIP awards will be made subject to the provisions of the Policy.

• In-position and post-employment shareholding requirements will be in accordance with the Policy.

• Pension: Company contribution of 8% of base salary per annum, which is aligned with the wider workforce.

• Life assurance cover of five times base salary.

• Benefits in line with market practice.

• Eligible to participate in the Company’s all-employee share schemes.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

• Relocation support of an up front gross lump sum of £130,000 to support Euan Sutherland’s relocation to Scotland. The Company will also meet the cost of Euan

Sutherland’s travel expenses from his home location in Scotland to the south of England for a maximum period of two years. Any sums paid to support relocation

will be subject to clawback provisions in the event that Euan Sutherland is a bad leaver in the first three years. No further relocation support will be provided

beyond the support outlined in this paragraph.

No buy-out awards will be made to Euan Sutherland.

As announced on 26 March 2024, Jonathan Kemp will step down and retire as a director of the Company on 31 May 2024. In order to facilitate a smooth handover,

Jonathan Kemp will remain employed on a full time basis up to 30 September 2024, and remain available to the Company on a part time basis as required for a

further twelve month period following which his employment will terminate. The following arrangements will apply in respect of his remuneration:

• Jonathan Kemp will receive his existing salary and benefits during his six month notice period in line with his contractual terms and the Policy. He will not receive

any payment in lieu of notice.

• Jonathan Kemp will remain eligible for an annual bonus under the Policy for the 2024/25 financial year, pro rated for the period up to 31 May 2024 to reflect his

period of service as an executive director. Any bonus will be paid at the normal time and will be subject to deferral, malus and clawback in accordance with the

Policy. Jonathan Kemp will not be eligible to be considered for an annual bonus for the 2025/26 financial year.

• Jonathan Kemp will retain the deferred shares awarded to him in respect of his bonuses for the financial years ended January 2023 and January 2024. These will

be released at the end of the relevant two year deferral periods and remain subject to malus and clawback.

• Jonathan Kemp will not receive an LTIP award in 2024 or 2025.

• The Remuneration Committee has determined that Jonathan will be treated as a good leaver under the Company’s LTIP. He will therefore retain his awards over

shares made to him in April 2022 and April 2023. These awards will vest at their normal vesting dates subject to achievement of the relevant performance conditions

and to pro-rating based on the proportion of the relevant performance periods for which he was employed. The awards will remain subject to malus and clawback.

Further details of the actual vesting following the end of the relevant performance periods will be disclosed in future Directors’ Remuneration Reports.

• Jonathan Kemp will not receive any payments for loss of office.

Statement of directors’ shareholding and share interests – audited information

The Policy approved by shareholders at the 2023 AGM included updated share ownership guidelines, whereby all new executive directors are required to build and

hold a shareholding equal to 200% of base salary. Incumbent executive directors (other than the CEO) are required to build and hold a shareholding equal to 150% of

base salary. The CEO is required to build and hold a shareholding equal to 200% of base salary. Until these guidelines are met, executive directors are required to retain

all vested shares from the LTIP and half of any bonus pay-out after tax to purchase shares in the Company. The full policy is disclosed in the Policy approved by

shareholders at the 2023 AGM.

For the purposes of assessing the extent to which the share ownership guidelines have been met by the executive directors, the following shares are included: wholly

owned shares (including those owned by a director’s spouse), LTIP shares that are in the holding period, and unvested deferred bonus shares provided there are no

further performance conditions. At the year end, Roger White met the 200% base salary requirement applicable for the year ended 28 January 2024, with a shareholding

equal to 425% of base salary as at 28 January 2024. Stuart Lorimer and Jonathan Kemp both met the 150% base salary requirement applicable for the year ended

28 January 2024, with shareholdings equal to 194% and 342% of base salary as at 28 January 2024 respectively.

The interests of each executive director of the Company as at 28 January 2024 (including those held by their connected persons) were as set out below. There were

no changes to these interests between 28 January 2024 and 25 March 2024 with the exception of the following changes: an increase in Roger White’s holding of 88

shares, an increase in Stuart Lorimer’s holding of 86 shares and an increase in Jonathan Kemp’s holding of 88 shares.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Unvested

Director Type Owned outright

Exercised

during

the year

Lapsed during

the year

Subject to

performance

conditions

Not subject to

performance

conditions

Total as at

28 January 2024

Executive

Roger White Shares 37 7,04 5 – – – – 37 7,04 5

LTIP share options – (95,202) (38,697) 435,986 – 435,986

SAYE options – – – – 3,925 3,925

Deferred bonus held in shares – – – 21,219 - 21,219

AESOP matching shares – (121) – – 842 842

Stuart Lorimer Shares 110,830 – – – – 110,830

LTIP share options – (65,535) (26,639) 300,101 – 300,101

SAYE options – – – – 3,925 3,925

Deferred bonus held in shares – – – 14,585 - 14,585

AESOP matching shares – (120) – – 842 842

Shares – connected persons’ holding* – – – – – 902,840

Jonathan Kemp Shares 157,05 4 – – – – 157,054

LTIP share options – (49,925) (20,294) 228,617 – 228,617

SAYE options – – – – 3,925 3,925

Deferred bonus held in shares – – – 11,110 - 11,110

AESOP matching shares – (121) – – 842 842

Non-executive

Julie Barr Shares 1,667, 876 – – – – 1,667,876

David Ritchie Shares 1,000 – – – – 1,000

Nick Wharton Shares 1,597 – – – – 1,597

Zoe Howorth Shares 5,631 – – – – 5,631

Mark Allen Shares 10,000 – – – – 10,000

* Stuart Lorimer’s connected persons’ shareholding includes shares related to his position as director of Robert Barr Ltd, the trustee of various employee benefit trusts.

The ‘Owned outright’ shares set out in the table above are the shares owned outright by the directors. These include any AESOP free shares awarded during the year

and any shares retained during the year following the exercise of LTIP awards and SAYE options.

The number of AESOP free shares awarded and share options exercised under the LTIP and SAYE in the year are included in the ‘Exercised during the year’ column.

DIRECTORS’

REMUNERATION

REPORT

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

The table below shows the directors’ total shareholdings split between those with and without performance conditions. The non-executive directors’ shareholdings

above are all shares with no performance conditions.

Executive director

Shares – no

performance

conditions

Deferred bonus

shares – no

performance

conditions

options

– performance

conditions

options – no

performance

conditions

Total shares/

share options

Roger White 37 7, 887 21,219 435,986 3,925 839,017

Stuart Lorimer 111,672 14,585 300,101 3,925 430,283

Jonathan Kemp 157, 89 6 11,110 228,617 3,925 401,548

There were no shares vested and unexercised as at 28 January 2024.

The following sections of the Remuneration Report are not subject to audit.

Performance graph and table

The graph below shows the Company’s Total Shareholder Return (‘TSR’) performance against the FTSE 250 excluding investment trusts over the past ten years. In the

opinion of the Board, the FTSE 250 excluding investment trusts is the most appropriate index against which the TSR of the Company should be measured because it

represents a broad equity market index of which the Company is a constituent member and reflects the Company’s scale and complexity of operations.

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

100

150

200

A.G. BARR FTSE 250 Ex.Investment Trusts

Total Shareholder Return

A.G. BARR p.l.c. Annual Report and Accounts 2024

DIRECTORS’

REMUNERATION

REPORT

CONTINUED

CEO remuneration for previous ten years

The table below shows details of the total remuneration, annual bonus and LTIP paid out for Roger White over the last ten financial years:

Total remuneration

£000

Annual bonus as a % of

maximum opportunity

LTIP as a % of maximum

opportunity

Year ended 28 January 2024 2,057 95.2% 100.0%

Year ended 29 January 2023 1,781 75.0% 71.1%

Year ended 30 January 2022 1,389* 100.0% 0.0%

Year ended 24 January 2021 710 0.0% 0.0%

Year ended 25 January 2020 739 0.0% 0.0%

Year ended 26 January 2019 1,434 91.0% 39.9%

Year ended 27 January 2018 1,279 78.0% 22.8%

Year ended 28 January 2017 915 23.0% 40.0%

Year ended 30 January 2016 839 0.0% 37.9%

Year ended 25 January 2015 1,075 75.5% 31.9%

* This figure has been adjusted to reflect the buy-out in 2021 of Roger White’s contractual entitlement in respect of a shortfall in his deferred pension revaluation as a consequence of Fixed Protection 2012.

Percentage change in director remuneration

The table below sets out, in relation to salary, taxable benefits (car allowance, fuel benefit) and annual bonus, the increase between the pay for the years ended

24 January 2021 through to the pay for the year ended 28 January 2024 for the executive and non-executive directors compared to the wider workforce. For these

purposes, the wider workforce includes all Group employees who were continuously employed by the Group during the four years ended 28 January 2024 but

excludes executive and non-executive directors.

Year ended 28 January 2024

Salary

Jan 24*

Benefits

Jan 24

Annual

bonus

Jan 24

Salary

Jan 23

Benefits

Jan 23

Annual

bonus

Jan 23

Salary

Jan 22

Benefits

Jan 22

Annual

bonus

Jan 22

Salary

Jan 21

Benefits

Jan 21

Annual

bonus

Jan 21

Roger White 2.4% (2.4%) 32.0% 3.3% 5.1% (22.9%) 8.0% 21.2% 100.0% (4.3%) (8.5%) -%

Stuart Lorimer 3.8% (5.6%) 32.1% 1.5% -% (22.8%) 19.5% (30.8%) 100.0% 0.8% 4.4% -%

Jonathan Kemp 5.5% (5.3%) 33.5% 1.2% (17.4%) (22.9%) 6.5% (4.2%) 100.0% (4.4%) -% -%

Mark Allen 16.2% -% -% 389.7% -% -% 100.0% -% -% -% -% -%

Robin Barr (66.7%) -% -% 2.0% -% -% 6.8% -% -% (5.0%) -% -%

Julie Barr 100.0% -% -% -% -% -% -% -% -% -% -% -%

Susan Barratt 3.8% -% -% 1.9% -% -% 7. 4% -% -% (1.7%) -% -%

Zoe Howorth 10.4% -% -% 65.5% -% -% 100.0% -% -% -% -% -%

David Ritchie 3.4% -% -% 1.7% -% -% 6.6% -% -% (5.0%) -% -%

Louse Smalley 100.0% -% -% -% -% -% -% -% -% -% -% -%

Nick Wharton 3.4% -% -% 1.7% -% -% 10.4% -% -% 6.7% -% -%

Wider workforce** 5.0% -% 40.3% 3.0% -% (32.8%) 1.8% -% 199.0% -% -% 100.0%

* The annual percentage change in salary is calculated by reference to actual salary paid for the financial year ended 28 January 2024 compared to financial year ended 29 January 2023.

** Wider workforce salary changes are based on average % increase across the year. Bonuses are based on movement in annual bonuses accrued.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

CEO Pay Ratio

The table below sets out the ratio of the A.G. BARR p.l.c. CEO single total figure of remuneration for 2023/24 (as detailed on page 77) as a ratio of the equivalent single

figure for the lower quartile, median and upper quartile UK employee (calculated on a full-time equivalent basis).

Total pay ratio Method

25th

Percentile

Median

Percentile

75th

Percentile

Year ended 28 January 2024 B 62:1 50:1 35:1

Year ended 29 January 2023 B 56:1 45:1 32:1

Year ended 30 January 2022 B 42:1 34:1 23:1

Year ended 24 January 2021 B 25:1 21:1 16:1

The remuneration figures for the employee at each quartile were determined with reference to the period from 1 February 2023 to 31 January 2024.

Option B was used to calculate these figures. The Committee believes that this approach provides a fair representation of the CEO to employee pay ratios and is

appropriate in comparison to alternative methods, balancing the need for statistical accuracy with internal operational constraints. Under this option, the latest available

gender pay gap data (i.e. from April 2023) was used to identify the best equivalent for three Group UK employees whose hourly rates of pay are at the 25th, 50th and 75th

percentiles for the Group. A full time equivalent total pay and benefits figure for the 2023/24 financial year was then calculated for each of those employees. The pay

ratios outline above were then calculated as the ratio of the CEO’s single figure to the total pay and benefits of each of these employees.

Each employee’s total pay and benefits were calculated on a full time and full year equivalent basis using the single figure methodology. No adjustments were made

to the total pay and benefits figures with the exception of the annual bonus, which was calculated using 2022/23 financial year bonuses (which were paid in the year

ended 28 January 2024) where the 2023/24 financial year data was not available at the last practical date before finalisation of this report.

The regulations require the total pay and benefits and the salary component of total pay and benefits to be set out as follows:

Base salary

Total pay and

benefits

CEO remuneration £515,000 £2,057,000

25th percentile employee £25,031 £33,352

Median percentile employee £37,904 £41,426

75th percentile employee £52,393 £58,033

The Committee considers that the median CEO pay ratio is consistent with the relative roles and responsibilities of the CEO and the identified employee. A.G. BARR p.l.c. is

committed to offering its employees a competitive remuneration package. Base salaries for employees, including our executive directors, are determined with reference

to a range of factors including market practice, experience and performance in role. Due to the nature of his role, the CEO remuneration package has higher weighting

on performance related pay (including the annual bonus and LTIP) compared to the majority of the workforce. This means the pay ratios are likely to fluctuate depending

on the outcomes of incentive plans in each year.

The Committee also recognises that, due to the nature of the company’s business and the flexibility permitted with the regulations for identifying and calculating the

total pay and benefits for employees, the ratios reported above may not be comparable to those reported by other companies.

Relative importance of spend on pay

The following table sets out the percentage change in dividends and the overall expenditure on pay (as a whole across the organisation).

Percentage change

Year ended

29 January 2023

£000

Year ended

28 January 2024

£000 % change

Dividends 13,922 14,729 5.8%

Overall expenditure on pay 50,200 63,200 25.9%

A.G. BARR p.l.c. Annual Report and Accounts 2024

DIRECTORS’

REMUNERATION

REPORT

CONTINUED

The Remuneration Committee

The following directors were members of the Remuneration Committee during the year: David Ritchie (Chair), Susan Barratt, Zoe Howorth and Louise Smalley

(appointed 1 June 2023).

Mark Allen, in his role as Chair, is invited to attend the Remuneration Committee meetings on some occasions and to provide guidance on behalf of the Board as

required. During the year, the Remuneration Committee received advice from Roger White (CEO) in respect of the remuneration of the other executive directors, who was

not in attendance when his own remuneration was being discussed. The Remuneration Committee received assistance from Neil MacLennan (Company Secretary),

who acts as secretary to the Remuneration Committee, and from other members of management, who may attend meetings by invitation, except when matters relating

to their own remuneration are being discussed.

The Remuneration Committee meets at least twice a year and is responsible for determining, within agreed terms of reference, all aspects of the remuneration of the

executive directors, the Executive Committee and such other members of senior management as it is designated to consider. The Remuneration Committee reviews the

remuneration trends, pay levels and employment conditions across the Group. The Remuneration Committee is also responsible for determining the remuneration of

the Chair of the Company.

The Remuneration Committee recognises the importance of culture and effective employee engagement in the creation of a good workplace. Workforce engagement

sessions are held during the year, led by the Board’s designated workforce engagement director. The topic regarding how executive directors’ remuneration aligns with

wider Company pay policy – in terms of governance, structure and quantum – is included as a specific discussion item at workforce engagement sessions at least once

per annum. The Board receives regular updates on workforce engagement throughout the year. Further information on employee engagement is included in the

Corporate Governance Report on pages 64 to 65.

The Remuneration Committee carried out an internally facilitated review of its performance and effectiveness during the year. This review included a detailed and

comprehensive evaluation of the performance and effectiveness of the Remuneration Committee using written survey questionnaires, which were completed by

members of the Remuneration Committee and the Company Secretary. The results of the evaluation were shared with the Remuneration Committee. Overall, the

review found that the Remuneration Committee was functioning in an effective manner and performing satisfactorily, with no major issues identified.

Key activities in the year

The Remuneration Committee met six times during the financial year. Key activities are shown below:

• Continued to implement the Policy which was approved at the 2023 AGM;

• Considered feedback received from major shareholders following consultation in relation to the proposed changes to the Policy;

• Consulted and engaged with relevant shareholders who were unable to support the resolution to approve the Policy put to shareholders at the 2023 AGM to

understand their views;

• Reviewed remuneration trends, pay levels and employment conditions across the Company;

• Reviewed and set annual salaries for the executive directors, divisional directors and Executive Committee consistent with the wider workforce;

• Set targets for the annual bonus for the executive directors, divisional directors and the Executive Committee;

• Reviewed and approved the grant of LTIP awards to the executive directors, divisional directors and the Executive Committee;

• Set targets for the LTIP for the executive directors, divisional directors and the Executive Committee;

• Considered performance measures for the LTIP awards to be granted in the following year;

• Reviewed and set annual fees for the Chair of the Company;

• Reviewed achievement against targets set and determined the appropriate level of pay-out for the annual bonus for the executive directors, divisional directors

and the Executive Committee in the context of wider business performance;

• Reviewed achievement against targets set and determined the appropriate level of pay-out for the LTIP for the executive directors and a divisional director in the

context of wider business performance;

• Received status updates on in-flight LTIP awards;

• Reviewed and recommended the Directors’ Remuneration Report for the year ended 29 January 2023 to the Board for approval;

• Reviewed the executive directors’ shareholdings against shareholding guidelines;

• Reviewed and approved the remuneration arrangements that would apply in respect of Roger White’s retirement from the Board of the Company on 30 April 2024;

• Reviewed and approved the remuneration arrangements that would apply in respect of Euan Sutherland’s appointment as CEO of the Company with effect from

1 May 2024;

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

• Reviewed market and corporate governance updates to ensure the Remuneration Committee remained up to date on the continuously evolving governance

landscape and best practice;

• Reviewed the Remuneration Committee’s terms of reference; and

• Review the Remuneration Committee’s performance and effectiveness during the year.

The terms of reference of the Remuneration Committee are available on the Company’s website, www.agbarr.co.uk.

External adviser

During the year, the Remuneration Committee was assisted in its work by the following external consultants:

Adviser Details of appointment Services provided by the Adviser

Fees paid by the Company for

advice to the Remuneration

Committee and basis of charge

Other services provided

to the Company in the

year ended 28 January 2024

PricewaterhouseCoopers LLP

(‘PwC’)

Appointed by the

Remuneration Committee in

January 2022 following a

competitive tender process.

Assistance with the preparation

of the Directors’ Remuneration

Report.

Attendance at Remuneration

Committee meetings.

Advice on market practice

developments in executive pay.

£59,500

Charged on a retainer and

time/cost basis.

Consulting services to

management

The Remuneration Committee is satisfied that all advice received was objective and independent. PwC is a member of the Remuneration Consultants Group and,

as such, voluntarily operate under the Code of Conduct in relation to executive remuneration consulting in the UK.

Statement of voting at last AGM

The following table sets out actual voting in respect of the resolutions to approve the 2022/23 Annual Report on Remuneration and the Remuneration Policy at the

Company’s AGM on 26 May 2023 (‘2023 AGM’):

Resolution Votes for % of vote Votes against % of vote Votes withheld

Approve Annual Report on Remuneration 65,121,178 82.60% 13,714,719 17.40% 34,464

Approve Remuneration Policy 52,168,970 66.47% 26,321,892 33.53% 379,499

As noted above, at the 2023 AGM the resolution to approve the Directors’ Remuneration Policy was passed with 66.47% votes in favour. As stated in the announcement

published on the date of the 2023 AGM, the Remuneration Committee on behalf of the Board subsequently consulted and engaged with a group of shareholders who

were unable to support the resolution to understand their views. An update statement was published on 17 November 2023, which noted that there were no consistent

themes for voting against the Policy by the minority of shareholders who did so. The Board is grateful to those shareholders who took part in the engagement process

and values the feedback provided. The Committee will continue to engage with shareholders on executive directors’ remuneration going forward. This statement is

provided in accordance with Provision 4 of the Code. Additional context is set out in the Chair’s statement.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Additional information

Executive directors’ interests in the LTIP

The individual interests of the executive directors under the LTIP are as follows:

LTIP director Date of award

At 29 January

2023 Number

Awarded

Number Vested Number Lapsed Number

At 28 January

2024 Number Exercisable from

Roger White 02 November 2020 133,899 – (95,202) (38,697) – 02 November 2023

12 April 2021 143,337 – – – 143,337 12 April 2024

11 April 2022 138,287 – – – 138,287 11 April 2025

11 April 2023 – 154,362 – – 154,362 11 April 2026

Stuart Lorimer 02 November 2020 92,174 – (65,535) (26,639) – 02 November 2023

12 April 2021 98,663 – – – 98,663 12 April 2024

11 April 2022 95,187 – – – 95,187 11 April 2025

11 April 2023 – 106,251 – – 106,251 11 April 2026

Jonathan Kemp 02 November 2020 70,219 – (49,925) (20,294) – 02 November 2023

12 April 2021 75,161 – – – 75,161 12 April 2024

11 April 2022 72,513 – – – 72,513 11 April 2025

11 April 2023 – 80,943 – – 80,943 11 April 2026

Executive directors’ interests in the SAYE

The individual interests of the executive directors under the SAYE scheme are as follows:

SAYE director

At 29 January

2023

Number Granted Number

Exercised

Number Lapsed Number

At 28 January

2024

Number

Option price

Pence Exercisable from

Roger White 3,925 – – – 3,925 469 01 July 2024

Stuart Lorimer 3,925 – – – 3,925 469 01 July 2024

Jonathan Kemp 3,925 – – – 3,925 469 01 July 2024

Approval

This report was approved by the Board and signed on its behalf by

David J. Ritchie

Chair of the Remuneration Committee

26 March 2024

DIRECTORS’

REMUNERATION

REPORT

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Directors’ Remuneration Policy

This part of the report sets out the Company’s Directors’ Remuneration Policy (the ‘Policy’) which was approved by shareholders at the 2023 AGM and became

effective for three years from the close of that meeting. The Policy for the executive directors has been determined by the Remuneration Committee. The Policy is due

to be reviewed by shareholders at the 2026 AGM.

Executive directors

The table below describes each of the elements of the remuneration package for the executive directors:

Element Purpose and link to strategy Operation Maximum opportunity Performance measures

Base salary Core element of

fixed remuneration,

reflecting the size

and scope of the role.

Purpose is to recruit

and retain directors

of the calibre required

for the Company.

Usually reviewed annually.

Salary levels are determined by the Remuneration

Committee taking into account a range of factors

including:

• role, experience and individual performance;

• pay for other employees in the Group;

• prevailing market conditions; and

• external benchmarks for similar roles at

comparable companies.

Although there is no overall

maximum, salary increases are

normally reviewed in the context

of the salary increases across

the wider Group.

The Remuneration Committee

may award salary increases

above this level to take account of

individual circumstances such as:

• increase in scope and

responsibility;

• increase to reflect the

executive director’s

development and

performance in the role; or

• alignment to market level.

Not applicable.

Benefits Ensures the overall

package is

competitive.

Purpose is to recruit

and retain directors

of the calibre required

for the Company.

Executive directors receive benefits in line with

market practice, which may include, for example,

a car allowance or provision of a company car, a

biennial health check, private medical insurance,

life assurance and the ability to “buy” or “sell”

holidays under the Company’s flexible benefits plan.

Other benefits may be provided based on individual

circumstances. These may include, for example,

relocation and travel allowances.

Whilst the Remuneration

Committee has not set an

absolute maximum on the levels

of benefits executive directors

receive, the value of the benefit is

at a level which the

Remuneration Committee

considers appropriate against

the market and provides a

sufficient level of benefit based

on individual circumstances.

Not applicable.

Annual bonus Rewards performance

against annual targets

which support the

strategic direction

of the Group.

Awards based on performance against key financial

and/or strategic targets and/or the delivery of

personal objectives.

Pay-out levels are determined by the Remuneration

Committee after the year end based on

performance against those targets.

The Remuneration Committee has discretion to

amend the bonus pay-out if, in its judgement, any

formulaic output does not produce a fair result for

either the executive director or the Company, taking

into account overall business performance.

Maximum bonus opportunity is

125% of base salary.

Targets are set annually

reflecting the Company’s

strategy and aligned with key

financial, strategic and/or

individual objectives.

Targets, whilst stretching, do

not encourage inappropriate

business risks to be taken.

A.G. BARR p.l.c. Annual Report and Accounts 2024

DIRECTORS

REMUNERATION

REPORT

CONTINUED

Element Purpose and link to strategy Operation Maximum opportunity Performance measures

Annual bonus

continued

25% of any bonus earned will be deferred into shares

for two years.

At any time before the deferred bonus shares are

released, the Remuneration Committee has the right

to cancel the award if it has not been exercised, or

require repayment of some or all of the award in the

following circumstances:

• discovery of a material misstatement;

• error, or inaccurate or misleading information;

• action or conduct of a participant which amounts

to fraud or gross misconduct;

• regulatory censure or reputational damage;

• material failure of risk management; and

• corporate failure.

For up to two years following the determination of a

bonus pay-out, the Remuneration Committee has the

right to recover some or all of the bonus pay-out in

the circumstances set out above. The Remuneration

Committee may make a dividend equivalent payment

(‘Dividend Equivalents’) to reflect dividends that

would have been paid over the period from grant to

vesting on shares that vest. This payment may be in

the form of additional shares or a cash payment

equal to the value of those additional shares.

At least 80% of the bonus is

assessed against key financial

performance metrics of the

business and the balance may be

based on non-financial strategic

measures and/or individual

performance.

Financial metrics

There is no minimum payment at

threshold performance, up to 50%

of the maximum potential for this

element of the bonus will be paid

out for on-target performance

and all of the maximum potential

will be paid out for maximum

performance.

Non-financial or individual

metrics

Payment of the non-financial or

individual metrics will apply on a

scale between 0% and 100% based

on the Remuneration Committee’s

assessment of the extent to which

a non-financial or individual

performance metric has been met.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Element Purpose and link to strategy Operation Maximum opportunity Performance measures

Long Term

Incentive Plan

(‘LTIP’)

Incentivises executive

directors over the

longer term and

aligns their interests

with those of

shareholders.

Under the LTIP, awards of conditional shares or

nil cost share options may be made with vesting

dependent on the achievement of performance

conditions set by the Remuneration Committee,

normally over a three year performance period.

Awards granted over shares may be settled in cash

at the election of the Remuneration Committee.

As described on page 104, awards may also vest

in “good leaver” circumstances or on the death

of a participant or on a change of control.

All awards made under the LTIP will be subject

to a two year post-vesting holding period.

For up to two years following the vesting date of

an award, the Remuneration Committee has the

right to cancel the award if it has not been exercised,

or require repayment of some or all of the award,

in the following circumstances:

• discovery of a material misstatement;

• error, or inaccurate or misleading information;

• action or conduct of a participant which amounts

to fraud or gross misconduct;

• regulatory censure or reputational damage;

• material failure of risk management; and

• corporate failure.

The Remuneration Committee has the right to

reduce or cancel unvested awards and/or delay

their vesting in the circumstances set out above.

The Remuneration Committee has discretion to

amend the level of LTIP vesting if, in its judgement,

any formulaic output does not produce a fair result

for either the executive director or the Company,

taking into account overall business performance.

The Remuneration Committee may make a dividend

equivalent payment (‘Dividend Equivalents’) to

reflect dividends that would have been paid over

the period from grant to vesting on shares that vest.

This payment may be in the form of additional

shares or a cash payment equal to the value of

those additional shares.

The normal maximum award

is 150% of annual base salary

in respect of a financial year.

Under the LTIP rules the overall

maximum opportunity that

may be granted in respect of

a financial year will be 200% of

annual base salary. The normal

maximum award limit will only

be exceeded in exceptional

circumstances such as the

recruitment or retention of

a senior employee.

The vesting of awards is

subject to the satisfaction of

performance targets set by

the Remuneration Committee.

The performance measures

are reviewed regularly to ensure

they remain relevant but will be

based on key financial and/or

strategic and/or total

shareholder return related

measures. The relevant metrics

and the respective weightings

may vary each year based upon

Company strategic priorities.

Performance measures and

weightings will be set out in the

Annual Report on Remuneration

for the relevant financial year,

typically including a split of key

financial and/or strategic and/or

total shareholder return related

measures.

For achievement of threshold

performance 20% of the

maximum opportunity will vest.

There will usually be straight line

vesting between threshold and

maximum performance.

A.G. BARR p.l.c. Annual Report and Accounts 2024

DIRECTORS

REMUNERATION

REPORT

CONTINUED

Element Purpose and link to strategy Operation Maximum opportunity Performance measures

All employee

share schemes

To encourage all

employees to make a

long-term investment

in the Company’s

shares in a tax

efficient way.

Executive directors are eligible to participate in

a HMRC tax-advantaged All-Employee Savings

Related Share Option Scheme (‘SAYE’) under which

they make monthly savings over a period of three

or five years linked to the grant of an option over the

Company’s shares with an option price which can be

at a discount to the market value of shares on grant.

Executive directors are also eligible to participate

in a HMRC tax-advantaged All-Employee Share

Ownership Plan (‘AESOP’). The executive directors

may participate in all sections of the AESOP, being

the partnership and matching shares section, the

free share section and the dividend share section.

Participation limits are those set

by the UK tax authorities from

time to time.

Not applicable.

Retirement

benefits

Purpose is to recruit

and retain directors

of the calibre required

for the Company.

Provides market

competitive post-

employment benefits

(or cash allowance

equivalent).

Executive directors are eligible to participate in the

A.G. Barr Retirement Plan. There is also a closed

A.G. BARR p.l.c. (2008) Pension and Life Assurance

Scheme (the ‘Scheme’), which comprises a defined

contribution section and a defined benefit section.

The defined benefit section was closed to new

entrants from 14 August 2003 and to future accrual

from 1 May 2016. The defined contribution section

was closed to new entrants and new contributions

from 30 June 2021 and all assets held in the defined

contribution section were transferred to the A.G.

Barr Retirement Plan in September 2021.

Details of the entitlement accruing to the executive

director who is a deferred member of the defined

benefit section are set out in the table on page 83.

The contributions paid to the A.G. Barr Retirement

Plan in respect of the executive directors are

disclosed on page 83.

Executive directors may elect to take a cash

allowance instead of contributions into

a pension plan.

For newly appointed executive

directors joining after 1 January

2023, pension contribution levels

will be aligned to the level

available to the wider workforce

(currently 8% of salary).

Incumbent executive directors

will receive their current pension

contribution of 24% of salary.

The Remuneration Committee

has discretion to vary the delivery

mechanism for retirement

benefits, however the exercise

of this discretion will not exceed

the relevant limits above for the

provision of executive directors’

retirement benefits.

Incumbent executive director

Roger White ceased his accrual

under the defined benefit section

on 5 April 2011. For Roger White,

the Company’s maximum

contribution is 24% of salary

plus any contractual entitlement

in respect of a shortfall in his

deferred pension revaluation

as a consequence of Fixed

Protection 2012.

Not applicable.

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Element Purpose and link to strategy Operation Maximum opportunity Performance measures

Retirement

benefits

continued

The Company has closed the

defined benefit section of the

Scheme to new members and

future accrual. The only executive

director who is a deferred

member will continue to receive

benefits in accordance with the

terms of the Scheme, subject to

separately agreed contractual

arrangements, including the

arrangement summarised below:

Roger White will continue to

be entitled to receive life

assurance benefits as if he were

in pensionable service under

the Scheme until his normal

retirement date notwithstanding

the termination of his

employment with the Company,

but only in circumstances where

he is a “good leaver”, as set out

in his service contract.

The maximum Company

contribution under the A.G. Barr

Retirement Plan in respect of the

remaining executive directors is

24% of salary. All executive

directors have now elected

to receive Company pension

contributions in the form of

a cash allowance.

Shareholding

guidelines

Purpose is to further

align the executive

directors’ long term

interests with those

of shareholders.

During employment

The CEO and new executive directors must retain

all shares acquired under LTIP awards and deferred

bonus shares and retain half of any bonus pay-out

after tax (net of the relevant deferred bonus shares)

to purchase shares in the Company until the value of

their shareholding is equal to 200% of gross basic

salary. Incumbent executive directors (other than

the CEO) must retain all shares acquired under LTIP

awards and deferred bonus shares and retain half

of any bonus pay-out after tax (net of the relevant

deferred bonus shares) to purchase shares in the

Company until the value of their shareholding is

equal to 150% of gross basic salary.

Not applicable. Not applicable.

A.G. BARR p.l.c. Annual Report and Accounts 2024

Element Purpose and link to strategy Operation Maximum opportunity Performance measures

Shareholding

guidelines

continued

Until the relevant shareholding is acquired, the

executive director may not, without Remuneration

Committee approval, sell shares other than to

finance any tax liabilities arising from the vesting

or release of awards.

Post-employment

Newly appointed executive directors must retain

for two years post-employment any shareholding

arising from shares awarded/vesting from both

the deferred bonus and LTIP, up to the above

shareholding guidelines.

Incumbent executive directors must retain for one

year post-employment any shareholding arising

from shares awarded/vesting from both the

deferred bonus and LTIP after 26 January 2020,

up to the above shareholding guidelines.

Chair and non-executive directors

The table below sets out an overview of the remuneration of non-executive directors:

Purpose and link to strategy Approach of the Company

Fees are the sole element of

remuneration provided to non-

executive directors in relation to the

fulfilment of this role. Fees are set at

a level that reflects market conditions

and is sufficient to attract individuals

with appropriate knowledge and

expertise.

Fees are normally reviewed annually.

The remuneration of the Chair is determined by the Remuneration Committee. Fees are set at a level which reflects the skill,

knowledge and experience of the individual, whilst taking into account appropriate market positioning.

The Board is responsible for setting the fees of the other non-executive directors. Fees may include a basic fee and

additional fees for further responsibilities (for example, chairing of Board committees and senior independent directorship).

Fees are set taking into account several factors, including the size and complexity of the business, appropriate market data

and the expected time commitment and contribution for the role.

Non-executive directors, in their capacity as non-executive, do not participate in any of the Company’s share schemes or

bonus schemes nor do they receive any pension contributions. Non-executive directors may be eligible to receive benefits

such as the use of secretarial support, travel costs (including any tax incurred on these costs) or other benefits that may be

appropriate.

Actual fee levels are disclosed in the Directors’ Annual Remuneration report for the relevant financial year.

Where an employee (other than an executive director) of the Company sits on the Board in an individual capacity, the fee

they receive as a director shall be governed by this Remuneration Policy for non-executive director fees, but the

Remuneration Policy does not apply to the pay and benefits they receive as a result of their employment.

DIRECTORS

REMUNERATION

REPORT

CONTINUED

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Remuneration principles

The Remuneration Committees approach to executive director Policy and practices is aligned to the Company’s strategic objectives, shareholders’ interests and

the factors set out in Provision 40 of the 2018 UK Corporate Governance Code (the ‘Code’), with the aim of supporting the Company’s strategy and promoting the

long term sustainable success of the business.

The table below describes how the Remuneration Committee has addressed each of the factors set out in Provision 40 of the Code.

Factor How this has been addressed

Clarity and simplicity The reward framework aims to embed transparency and simplicity in the Policy and remuneration practices. The Remuneration Committee

consults with major shareholders in advance of key proposed changes to executive remuneration, for example when reviewing the Policy

ahead of the 2023 AGM. Feedback from internal stakeholders and comments from the proxy voting agencies were also sought. The

Remuneration Committee also engaged with independent external advisers to minimise the risk of any conflicts of interest. The

Remuneration Committee strived to create a refreshed Policy which is clear and simple, aligned to Company culture, values and strategy

and demonstrates strong corporate governance. It wants participants to be able to understand the Policy and have a clear line of sight

between their decisions and behaviours and the effect that these decisions will have on the variable reward outcomes. Equally, it wants

to ensure that reward for executive directors is straightforward for both shareholders and the wider workforce to understand.

The Company engages directly with the wider workforce on their remuneration through a variety of methods, including workforce

engagement sessions, regular briefing sessions and the annual employee engagement survey.

Risk The Remuneration Committee aims to ensure that there is an appropriate balance between risk and reward. The remuneration framework

includes various features designed to mitigate reputational, behavioural and other risks, including:

• The Policy encourages directors to continue to take a long-term view when making decisions by increasing the level of share deferral

for the annual bonus and applying a default holding period for vesting LTIP awards, increasing the shareholding guideline for new

executive directors, and extending the post-employment shareholding requirement for new executive directors to ensure that their

interests continue to be aligned to shareholders after they have left the business for longer.

• The Policy contains extended malus and clawback provisions which the Remuneration Committee can use in certain prescribed

circumstances to recover amounts paid to directors or to cancel any unreleased share awards.

• The Remuneration Committee has broad discretion to override the formulaic outcomes of the variable rewards to ensure that payments

to directors reflect the Company’s performance in the round.

Predictability The Policy sets out the potential award levels and vesting outcomes applicable to the annual bonus and long term incentive arrangements.

Incentive awards are capped as a percentage of salary, which reduces the risk of any unanticipated pay outcomes. As set out above, the

Remuneration Committee may apply malus, clawback and reasonableness discretion where appropriate.

Proportionality The Policy was benchmarked against market practice by independent external advisers. Performance conditions for the annual bonus and

long-term incentive arrangements require a threshold level of performance to be achieved before any pay-out is made. These performance

conditions are set with the aim of ensuring that there is a clear link between individual awards and the delivery of the Company’s long-term

strategy and success of the business.

Alignment to culture The Remuneration Committee is satisfied that the Company’s incentive schemes are fit for purpose and continue to be aligned with

Company strategy, through choosing performance metrics which reflect the Company’s most important KPIs and are aligned with

Company purpose, culture and values.

100

A.G. BARR p.l.c. Annual Report and Accounts 2024

Explanation of performance metrics chosen and the target setting process

Performance measures are selected that are aligned to the Company’s strategy. Stretching performance targets are set each year for the annual bonus and LTIP

awards. When setting these performance targets, the Remuneration Committee will take into account a number of different reference points, which may include the

Company’s business plans and strategy and the market environment. Full payment or vesting will only occur for what the Remuneration Committee considers to be

stretching performance. Additionally, the Remuneration Committee has discretion to change formulaic outcomes to ensure that payments made through variable

incentive plans are proportionate to the Company’s overall performance.

The annual bonus performance targets have been selected to provide an appropriate balance between incentivising directors to meet financial targets for the year

and achieving strategic and/or personal objectives. The Remuneration Committee also aims to make sure that targets are set in line with the Company’s risk appetite

so as to ensure that executive directors are not incentivised to take inappropriate risks.

The LTIP performance targets reflect the Company’s strategic objectives and therefore the financial and strategic decisions which ultimately determine the success of

the Company. The LTIP performance measures may be based on key financial and/or strategic and/or total shareholder return related measures. LTIP performance

will normally be based on Earnings Per Share, which is a key measure of the Company’s profitability, relative Total Shareholder Return to further strengthen the link

between the interests of the executive directors and the shareholders and a performance measure aligned with Environmental Sustainability.

The Remuneration Committee retains the ability to adjust or set different performance measures if events occur (such as a change in strategy, a material acquisition

and/or a divestment of a Group business or a change in prevailing market conditions) which cause the Remuneration Committee to determine that the alternative

measures are more suitable either for a defined period or for the foreseeable future so that they achieve their original purpose.

Awards and options may be adjusted in the event of a variation of share capital in accordance with the Scheme rules.

Policy for the remuneration of employees generally

Remuneration arrangements are determined throughout the Group based on the same principle that reward should be achieved for delivery of the business strategy

and should be sufficient to attract and retain high calibre talent.

All employees are eligible to receive base salary, retirement benefits and other benefits based on role, seniority and location. The majority of employees are currently

eligible to receive awards under an annual bonus plan, with only the most senior employees currently eligible to participate in the LTIP as set out below.

The annual bonus arrangements for the senior management team are similar to those for the executive directors in that targets are set annually dependent on

financial and/or non-financial performance metrics. The key principles of the remuneration philosophy are applied consistently across the Group below this level,

taking account of the seniority of employees.

Approach to recruitment remuneration

The Policy aims to facilitate the appointment of individuals of sufficient calibre to lead the business and execute the strategy effectively for the benefit of shareholders.

When appointing a new director, the Remuneration Committee seeks to ensure that arrangements are in the best interests of the Company and in line with market practice.

When agreeing the level of remuneration appropriate for the individual, the Remuneration Committee will take into consideration a number of relevant factors, which

may include the calibre of the individual, the candidate’s existing remuneration package, and the specific circumstances of the individual including the jurisdiction

from which the candidate was recruited.

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

The Remuneration Committee will typically seek to align the remuneration package, including salary, benefits and pension, with the Policy (as set out in the Policy table).

The maximum level of variable remuneration which may be granted (excluding buy-out awards referred to below) is 325% of salary (in line with this Policy). Subject to

this overall maximum variable remuneration, incentive awards will only be granted above the normal maximum annual award opportunities where the Remuneration

Committee considers there to be a commercial rationale, which may include but is not limited to circumstances where an executive director is recruited at a time in

the year when it would be inappropriate to provide a bonus and/or LTIP award for that year as there would not be sufficient time to assess performance. The quantum

in respect of the months employed during the year may be transferred to the subsequent year so that reward is provided on a fair and appropriate basis. The

Remuneration Committee will ensure that any such awards are linked to the achievement of appropriate and challenging performance targets and will be forfeited

if performance or continued employment conditions are not achieved. The Remuneration Committee may also alter the performance measures, performance period

and vesting period of the bonus and/or LTIP award, if the Remuneration Committee determines that the circumstances of the recruitment merit such alteration. The

rationale would be clearly explained in the Directors’ Remuneration Report following grant. The individual will move over time onto a remuneration package that is

consistent with the normal maximum annual bonus and LTIP award opportunities set out in the Policy table.

The Remuneration Committee retains discretion to include other remuneration components or awards which are outside the specific terms of the Policy (but subject

to the limit on variable remuneration) to facilitate the hiring of candidates of an appropriate calibre, where the Remuneration Committee believes there is a need to

do so in the best interests of the Company. The Remuneration Committee would ensure that awards within the 325% of salary variable remuneration limit are linked

to the achievement of appropriate and challenging performance measures. The Remuneration Committee will not use this discretion to make a non-performance

related incentive payment (for example a “golden hello”).

In some circumstances, the Remuneration Committee may make payments or awards to recognise or “buy-out” remuneration arrangements forfeited on leaving

a previous employer. The Remuneration Committee will normally aim to do so broadly on a like-for-like basis, taking into account a number of relevant factors

regarding the forfeited arrangements, which may include the form of award, any performance conditions attached to the awards and the time at which they would

have vested. These payments or awards are excluded from the maximum level of variable remuneration referred to above, however the Remuneration Committee’s

intention is that the value awarded would be no higher than the expected value of the forfeited arrangements. Where considered appropriate, such payments or

awards will be liable to “malus” and/or “clawback” on early departure.

Any share awards referred to in this section will be granted as far as possible under the Company’s existing share plans. If necessary, and subject to the limits referred

to above, recruitment awards may be granted outside of these plans as currently permitted under the Listing Rules which allow for the grant of awards to facilitate,

in exceptional circumstances, the recruitment of an executive director.

Where a position is fulfilled internally, any ongoing remuneration obligations or outstanding variable pay elements shall be allowed to continue according to the

original terms.

Where necessary, the Company will pay appropriate relocation, travel and subsistence costs. The Remuneration Committee will seek to ensure that no more is paid

than is necessary.

Fees payable to a newly appointed Chair or non-executive director will be in line with the fee policy in place at the time of appointment.

102

A.G. BARR p.l.c. Annual Report and Accounts 2024

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CONTINUED

Illustrations of application of Remuneration Policy

The charts below set out an illustration of the Policy for 2024/25 in line with the Policy above and include base salary, pension, benefits and incentives.

The charts provide an illustration of the proportion of total remuneration made up of each component of the Policy and the value of each component.

Euan Sutherland – total remuneration Stuart Lorimer – total remuneration

Jonathan Kemp – total remuneration

Base salary, benefits and pension

Annual Bonus

LTIP

LTIP + share price appreciation

Minimum Target Maximum Maximum

(with 50% share

price appreciation)

22%

46%100%

£872k

£1,863k

£3,147k

£2,660k

32%

31%

32%

37%

26%

27%

31%

16%

Minimum Target Maximum Maximum

(with 50% share

price appreciation)

22%

46%100%

£365k

£792k

£1,345k

£1,135k

32%

37%

31%

32% 27%

31%

26%

16%

15%

22%

46%100%

£472k

£1,032k

£1,757k

£1,481k

32%

37%

31%

32% 27%

31%

26%

16%

Minimum Target Maximum Maximum

(with 50% share

price appreciation)

103

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Four scenarios have been illustrated for each executive director:

Fixed pay Annual Bonus LTIP

Minimum performance Fixed elements of remuneration –

base salary, benefits and pension only.

Base salary is the forward looking

salary (i.e. the salary effective from

1 April 2024) and the value for benefits

has been calculated as per the single

figure table on page 77 (i.e. the benefits

for the year ended 28 January 2024).

No bonus. No LTIP vesting.

Performance in line with expectations 50% of maximum awarded for

achieving target performance

(i.e. 62.5% of salary).

60% of maximum award vesting for target

performance (i.e. 90% of salary).

Maximum performance 100% of maximum awarded for

achieving maximum performance

(i.e. 125% of salary).

100% of maximum award vesting for

maximum performance (i.e. 150% of salary).

Maximum performance plus 50%

growth in share price

100% of maximum award vesting for

maximum performance plus 50% growth

in share price (i.e. 225% of salary).

LTIP awards are included in the scenarios above at face value with no share price movement included (except in the “maximum plus 50%” scenario).

Service contracts

Executive directors’ contracts are on a rolling basis and may be terminated on 12 months’ notice by the Company or on 6 months’ notice by the executive director.

Service contracts for new executive directors will generally be limited to 12 months’ notice by the Company.

In line with the Policy approved at the 2014 AGM, service contracts entered into prior to this date provide for a notice period of 12 months except during the six months

following either a takeover of or by the Company or a Company reconstruction. Under these conditions and certain circumstances the executive directors are entitled to

a liquidated damages payment equal to the executive director’s basic salary at termination plus the value of all contractual benefits for a two year period. In the event

this liquidated damages payment is triggered, the executive director will also be deemed to be a “good leaver” for the purposes of the Company’s share schemes.

Given the size of the Company and the sector dynamics at the time the directors were recruited, the Remuneration Committee considered this provision appropriate

in order to attract and retain high calibre executive directors. The Remuneration Committee is cognisant of the fact that these provisions do not reflect best practice.

It has therefore previously considered the alternatives available to exit these contractual arrangements, including contractual buy-out. However, the Remuneration

Committee concluded that it was not feasible to place a value on these rights, in order to remove them from the contracts, which would be acceptable to both parties.

It therefore determined that the most appropriate approach would be to maintain the legacy provisions, however for all future appointments after the approval of the

2014 Policy these provisions have not and will not apply. Euan Sutherland’s and Stuart Lorimer’s service contracts do not therefore include the legacy provisions.

Non-executive directors are appointed for an initial period of three years, subject to annual re-election by shareholders in accordance with the Code. Their

appointments are terminable by either the Company or the directors themselves upon three months’ notice without compensation.

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DIRECTORS

REMUNERATION

REPORT

CONTINUED

Payments for loss of office

The principles on which the determination of payments for loss of office will be approached are set out below:

Policy

Payment in lieu

of notice

Payments to executive directors upon termination of their service contracts will be equal to 12 months’ base salary or the highest annual

salary earned by the executive during the preceding three years, whichever is higher (plus benefits in kind and pension contributions at the

discretion of the Remuneration Committee).

Annual Bonus This will be at the discretion of the Remuneration Committee on an individual basis and the decision as to whether or not to award a bonus

in full or in part will be dependent upon a number of factors, including the circumstances of the individual’s departure and their contribution

to the business during the bonus period in question. Any bonus amounts paid will typically be pro-rated for time in service to termination

and will, subject to performance, be paid at the usual time.

Deferred portion of

Annual Bonus

Deferred bonus share awards will normally vest in full at the end of the original deferral period.

LTIP The extent to which any award under the LTIP will vest would be determined based on the leaver provisions contained within the LTIP rules.

The Remuneration Committee shall determine when awards vest in accordance with those provisions.

Awards will normally lapse if the participant leaves employment before vesting. However, awards may vest in “good leaver” circumstances,

including death, disability, ill-health, injury, sale of the participant’s employer, or any other reason determined by the Remuneration

Committee. Any “good leaver” awards will vest at the date of cessation of employment unless the Remuneration Committee decides

they should vest at the normal vesting date. In either case, the extent to which an award vests will be determined by the Remuneration

Committee taking into account the extent to which the performance conditions have been satisfied and, unless the Remuneration

Committee determines otherwise, the proportion of the performance period that has elapsed to the date of cessation of employment.

The Remuneration Committee may vest the award on any other basis if it believes there are exceptional circumstances which warrant that.

Options are exercisable for six months (12 months in the event of death) from leaving employment or six months (12 months in the event of

death) from the normal vesting date as appropriate.

Change of control Deferred bonus share awards and awards under the LTIP will generally vest early on a takeover, merger or other corporate reorganisation.

The Remuneration Committee will determine the level of vesting taking account of performance conditions and, unless the Remuneration

Committee determines otherwise, pro-rating for time, where applicable. Alternatively, participants may be allowed or required to

exchange their awards for awards over shares in the acquiring company.

Awards under all-employee share schemes will be expected to vest on a change of control and those which have to meet specific

requirements to benefit from.

Mitigation The executive directors’ service contracts do not provide for any reduction in payments for mitigation or for early payment.

Other payments Payments may be made under the Company’s all-employee share plans which are governed by HMRC tax-advantaged plan rules and

which cover certain leaver provisions. There is no discretionary treatment of leavers under these plans. In appropriate circumstances,

payments may also be made in respect of accrued holiday, outplacement and legal fees.

Where a buy-out award is made under the Listing Rules then the leaver provisions would be determined at the time of the award.

The Remuneration Committee reserves the right to make additional exit 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 a director’s office or employment. In doing so, the Remuneration Committee will recognise and balance the interests of shareholders and the departing executive

director, as well as the interests of the remaining directors.

Where the Remuneration Committee retains discretion it will be used to provide flexibility in certain situations, taking into account the particular circumstances

of the director’s departure and performance.

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Statement of consideration of employment conditions elsewhere in the Company

The Remuneration Committee generally considers pay and employment conditions elsewhere in the Company when considering the executive directors’

remuneration. When considering base salary increases, the Remuneration Committee reviews overall levels of base pay increases offered to other employees.

Employees are not actively consulted on directors’ remuneration. The Company has regular contact with union bodies on matters of pay and remuneration for

employees covered by collective bargaining or consultation arrangements.

Existing contractual arrangements

The Remuneration Committee retains discretion to make any remuneration payments and payments for loss of office outside the Policy in this report:

• where the terms of the payment were agreed before the Policy came into effect;

• where the terms of the payment were agreed at a time when the relevant individual was not a director of the Company and, in the opinion of the Remuneration

Committee, the payment was not in consideration of the individual becoming a director of the Company; or

• to satisfy contractual commitments under legacy remuneration arrangements.

For these purposes, the term “payments” includes the satisfaction of awards of variable remuneration and, in relation to an award over shares, the terms of the

payment are agreed at the time the award is granted.

The Remuneration Committee may make minor changes to this Policy which do not have a material advantage to directors, to aid in its operation or implementation,

taking into account the interests of shareholders but without the need to seek shareholder approval.

Statement of consideration of shareholder views

During the year, the Remuneration Committee engaged with shareholders, receiving feedback on the proposed minor changes to the Remuneration Policy. The

Committee also consulted and engaged with the Company’s largest shareholders who were unable to support the resolution to approve the Remuneration Policy

at the 2023 AGM, to understand their views. The Committee is committed to an ongoing dialogue with shareholders and welcomes feedback on executive and

non-executive directors’ remuneration.

Payments in relation to existing remuneration arrangements

The Remuneration Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any discretions available to

it in connection with such payments) notwithstanding that they are not in line with the Remuneration Policy set out above where the terms of the payment were agreed:

i. before the date of the 2014 AGM (the date the Company’s first shareholder-approved Remuneration Policy came into effect);

ii. after the date of the 2014 AGM and before the Remuneration Policy set out above came into effect, provided that the terms of the payment were consistent with

the shareholder-approved Remuneration Policy in force at the time they were agreed; or

iii. at a time when the relevant individual was not a director of the Company and, in the opinion of the Remuneration Committee, the payment was not in

consideration for the individual becoming a director of the Company.

For these purposes “payments” includes the Remuneration Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms

of the payment are “agreed” at the time the award is granted.

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A.G. BARR p.l.c. Annual Report and Accounts 2024

DIRECTORS’ REPORT

The directors present their report and the audited consolidated financial statements of the Group for the 52 weeks (2023: 52 weeks) ended 28 January 2024.

Strategic Report

The Companies Act 2006 requires the directors to present a review of the business during the year to 28 January 2024 and of the position of the Group at the end of the financial year, together with a description

of the principal risks and uncertainties faced. The Strategic Report can be found on pages 1 to 55 and is incorporated by reference into this Directors’ Report.

Corporate Governance Statement

The Disclosure Guidance and Transparency Rules require certain information to be included in a corporate governance statement in the Directors’ Report. Information that fulfils the requirements of the

corporate governance statement can be found in the Corporate Governance Report on pages 58 to 69 and is incorporated by reference into this Directors’ Report.

Results and dividends

The Group’s profit after tax for the financial year ended 28 January 2024 attributable to equity shareholders amounted to £38.5m (2023: £33.9m).

An interim dividend for the current year of 2.65p (2023: 2.50p) per ordinary share was paid on 27 October 2023. In line with its progressive dividend policy, the Board has proposed a final dividend of 12.40p

(2023 final dividend: 10.60p) per ordinary share, which will be paid on 7 June 2024 if approved at the Company’s annual general meeting on 31 May 2024 (‘AGM’). The directors have taken advantage of the

exemption available under s408 of the Companies Act 2006 and have not presented an income statement for the Company. The Company’s profit for the year was £35.3m (2023: £45.0m).

Directors

The following were directors of the Company during the financial year ended 28 January 2024 and to the date of this report:

• Mark Allen OBE

• Roger White

• Stuart Lorimer

• Jonathan Kemp

• Julie Barr (appointed 26 May 2023)

• Robin Barr (resigned 26 May 2023)

• Susan Barratt

• Zoe Howorth

• David Ritchie

• Louise Smalley (appointed 1 June 2023)

• Nick Wharton

Subject to the Company’s Articles of Association (the ‘Articles’) and any relevant legislation, the directors may exercise all of the powers of the Company and may delegate their power and discretion to

committees. The powers of the directors to issue or repurchase ordinary shares are set by resolution at a general meeting of shareholders.

The Company’s Articles provide that the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing Board. Roger White

will retire from the Board on 30 April 2024. Jonathan Kemp will retire from the Board with effect from conclusion of the AGM. David Ritchie will also retire from the Board with effect from conclusion of the AGM,

having served nine years as a non-executive director. Euan Sutherland will be appointed as a director on 1 May 2024 and will offer himself for election at the AGM. The Articles also give the directors power to

appoint and remove directors. Under the terms of reference of the Nomination Committee, any appointment must be recommended by the Nomination Committee for approval by the Board. The Articles

require directors to retire and submit themselves for election at the first Annual General Meeting following appointment and to retire no later than the third Annual General Meeting after the Annual General

Meeting at which they were last elected or re-elected. However, in order to comply with the UK Corporate Governance Code, all directors other than Roger White, Jonathan Kemp, David Ritchie, Louise Smalley

and Euan Sutherland will submit themselves for re-election at the AGM. Euan Sutherland will become a director on 1 May 2024 and will retire and offer himself for election at the AGM. Louise Smalley will

retire and offer herself for election at the AGM. Biographical details of the Board are set out on pages 56 to 57 of this report.

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Data on the diversity of the Board and the Executive Management as required by Listing Rule 9.8.6R(10) as at 28 January 2024 is set out below. Data is collected by

self-disclosure directly from the individuals concerned.

Gender identity or sex

Number of

Board members Percentage of the Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in Executive

Management

% of Executive

Management

Men 6 60% 3 5 56%

Women 4 40% 1 4 44%

Not specified/preferred not to say - - - - -

Ethnic background

Number of

Board members Percentage of Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in Executive

Management

% of Executive

Management

White British or other White

(including minority-white groups) 10 100% 4 9 100%

Mixed/Multiple Ethnic Groups - - - - -

Asian/Asian British - - - - -

Black/African/Caribbean/Black British - - - - -

Other ethnic group, including Arab - - - - -

Not specified/prefer not to say - - - - -

The Company recognises the importance of Board diversity and at all levels within the Group. The Company is committed to increasing diversity across the business

and has put in place a number of activities to support the development and promotion of talented individuals, regardless of factors such as gender, age, ethnicity,

disability, sexuality and religious belief. More information about progress against our goals can be found in the section headed ‘Diversity and inclusion’ on page 26 of

the Strategic Report. As at 28 January 2024, the gender-related diversity targets set in the Listing Rules for the Board are met, with 40% of members being women and

one of the senior Board positions being held by a woman. The target that at least one individual on the Board is from a minority ethnic background has not been met.

When appointments to the Board are under consideration, candidates from a diversity of backgrounds are considered with a view to meeting this target in the future.

Appointments to the Board are made following a formal, rigorous and transparent process, facilitated by the Nomination Committee with the aid of external search

consultancy firms.

Directors’ interests

Information regarding the directors’ interests in ordinary shares of the Company is provided in the Directors’ Remuneration Report on page 86. No director has any

other interest in any shares or loan stock of any Group company.

Other than service contracts, no director had a material interest in any contract to which any Group company was a party during the year.

There have been the following changes notified in the directors’ shareholdings between 28 January 2024 and 25 March 2024: an increase in Roger White’s holding

of 88 shares, an increase in Stuart Lorimer’s holding of 86 shares and an increase in Jonathan Kemp’s holding of 88 shares.

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A.G. BARR p.l.c. Annual Report and Accounts 2024

Directors’ indemnity provisions

As at the date of this report, indemnities are in force between the Company and each of its directors under which the Company has agreed to indemnify each director,

to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out their role as a director of the Company. The directors are also indemnified

against the costs of defending any criminal or civil proceedings or any claim in relation to the Company or brought by a regulator as they are incurred, provided that

where the defence is unsuccessful the director must repay those defence costs to the Company. The Company’s total liability under each indemnity is limited to £5.0m

for each event giving rise to a claim under that indemnity. The indemnities are qualifying third party indemnity provisions for the purposes of the Companies Act 2006.

In addition, the Company maintained a Directors’ and Officers’ liability insurance policy throughout the financial year and has renewed that policy.

As at the date of this report, indemnities are in force between the Company and each of the directors of the corporate trustee of the A.G. BARR p.l.c. (2008) Pension

and Life Assurance Scheme under which the Company has agreed to indemnify each director, to the extent permitted by law, in respect of certain liabilities incurred

in connection with the corporate trustee’s activities as a trustee of such scheme.

Research and development

The Group undertakes research and development activities in order to develop its range of new and existing products. Expenditure during the year on research and

development amounted to £1.5m (2023: £1.4m).

Political donations and political expenditure

No Group company made any political donations or incurred any political expenditure in the year (2023: £nil).

Post balance sheet events

Relevant post balance sheet events requiring disclosure are included in Note 32 to the accounts.

Employee engagement

Information on employee engagement is included in the Corporate Governance Report on pages 64 to 65 and the Strategic Report on page 24.

All qualifying employees are entitled to join the Savings Related Share Option Scheme (‘SAYE’) and the All-Employee Share Ownership Plan (‘AESOP’). Details of these

share schemes are provided below.

AESOP

The AESOP is HMRC approved and the executive directors participate in both sections of the scheme, which is open to all qualifying employees.

The partnership share element provides that for every two shares a participant purchases in the Company, up to a current maximum contribution of £150 per month,

the Company will purchase one matching share. The matching shares purchased are held in trust in the name of the individual.

There are various rules as to the period of time that the shares must be held in trust but after five years the shares can be released tax free to the participant.

The free share element allows participants to receive shares to the value of a common percentage of their earnings, related to the performance of the Group. The

maximum value of any annual award is currently £3,600 and the shares awarded are held in trust for five years. Under the terms of the AESOP rules, any award of

free shares to employees is made by the Trustee of the AESOP subject to the Company’s consent.

Under the terms of this scheme, unless they are a “good leaver” the matching shares will be forfeited if the participant leaves the employment of the Company within

three years of the award. All partnership, matching and free shares must be removed from the trust if employment with the Company ceases.

SAYE

The SAYE is HMRC approved and is available to all qualifying employees, including executive directors. It is based on a three year savings contract which provides the

participant with an option to purchase shares after three years at a discounted price fixed at the time the contract is taken out, or earlier as provided by the scheme rules.

No performance conditions require to be met by any participant in order to exercise their option under the SAYE.

DIRECTORS’

REPORT

CONTINUED

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Employment of disabled persons

The Company strives to build an inclusive and diverse culture where all employees have the opportunity to succeed. Applications for employment by disabled persons

are always fully and fairly considered. In the event of employees becoming disabled every effort is made to ensure that their employment will continue. The Company

is committed to the fair treatment of people with disabilities regarding recruitment, training, promotion and career development.

Stakeholder engagement – section 172(1) statement

A statement on how the Company has engaged with key stakeholders, including employees, and the impact of that engagement on the Company’s strategy and the

principal decisions taken during the year is set out in the Corporate Governance Report on pages 61 to 65. This statement also summarises how the directors have

had regard to the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that regard, including on the principal

decisions taken during the year. This statement is incorporated by reference into this Directors’ Report.

Substantial shareholdings

As at 28 January 2024, the Company had been notified under Rule 5 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules of the following

interests in the Company’s ordinary share capital:

Number of shares % of voting rights Type of holding

Lindsell Train Limited (discretionary clients) 12, 287,893 10.97 Indirect

Sanford DeLand Asset Management 5,200,000 4.64 Direct

As at 25 March 2024, the Company had been notified under Rule 5 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules of the following

interest in the Company’s ordinary share capital:

Number of shares % of voting rights Type of holding

Lindsell Train Limited (discretionary clients) 11,193,393 9.99 Indirect

Otherwise, the position remains the same as at 25 March 2024 as it did at 28 January 2024.

Share capital

As at 28 January 2024 the Company’s issued share capital comprised a single class of ordinary shares of 4 1/6 pence each. All of the Company’s issued ordinary shares

are fully paid up and rank equally in all respects. The rights attaching to the shares are set out in the Articles. Note 28 to the financial statements contains details of the

ordinary share capital.

On a show of hands at a general meeting of the Company every holder of ordinary shares present in person or by proxy and entitled to vote shall have one vote and,

on a poll, every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held. The Notice of AGM gives full details of

deadlines for exercising voting rights in relation to the resolutions to be considered at the AGM. All proxy votes are counted and the numbers for, against or withheld in

relation to each resolution are announced at the AGM and published on the Company’s website after the meeting. Subject to the relevant statutory provisions and the

Articles, shareholders are entitled to a dividend where declared and paid out of profits available for such purposes.

There are no restrictions on the transfer of ordinary shares in the Company other than:

• those which may from time to time be applicable under existing laws and regulations (for example, insider trading laws); and

• pursuant to the Company’s Share Dealing Codes and applicable regulations, whereby directors and certain employees of the Company require approval to deal

in the Company’s ordinary shares and are prohibited from dealing during closed periods.

At 28 January 2024 the Company had authority, pursuant to the shareholders’ resolution of 26 May 2023, to purchase up to 10% of its issued ordinary share capital.

This authority will expire at the conclusion of the 2024 AGM. It is proposed that this authority be renewed at the 2024 AGM, as detailed in the Notice of AGM.

At 28 January 2024 Robert Barr Limited, as trustee of the Savings Related Benefit Trust and the All-Employee Share Ownership Plan Trust (the ‘RBL Trustee’), held 0.82%

of the issued share capital of the Company in trust for the benefit of the executive directors and employees of the Group. As at 28 January 2024, Equiniti Share Plan

Trustees Limited (the ‘AESOP Trustee’) held 0.67% of the issued share capital of the Company in trust for participants in the AESOP.

110

A.G. BARR p.l.c. Annual Report and Accounts 2024

DIRECTORS’

REPORT

CONTINUED

A dividend waiver is in place in respect of the RBL Trustee’s holdings under the Savings Related Benefit Trust. A dividend waiver is in place in respect of shares held by

the AESOP Trustee and the RBL Trustee under the AESOP which have not been appropriated to participants.

The voting rights in relation to the RBL Trustee’s shareholdings are exercised by the RBL Trustee, who may vote or abstain from voting the shares as it sees fit in respect

of shares which are unvested or have not been appropriated to employees.

Under the rules of the AESOP, eligible employees are entitled to acquire shares in the Company. Details of the AESOP are set out above. AESOP shares which have been

appropriated to participants are held in trust for those participants by the AESOP Trustee. Voting rights in respect of shares which have been appropriated to participants

are exercised by the AESOP Trustee on receipt of participants’ instructions. If a participant does not submit an instruction to the AESOP Trustee, no vote is registered in

respect of those shares. In addition, the AESOP Trustee does not vote any unappropriated shares held under the AESOP as surplus assets.

The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights.

Change of control

As disclosed in the Directors’ Remuneration Report, under certain conditions the notice period for Roger White and Jonathan Kemp may increase from one year to

two years in the event of a takeover of or by the Company or a Company reconstruction. Roger White will cease to be a director of the Company on 30 April 2024 and

Jonathan Kemp will cease to be a director of the Company on 31 May 2024.

All of the Company’s share incentive plans contain provisions relating to a change of control of the Company. The Company’s banking facilities may, at the discretion

of the lender, be repayable upon a change of control.

Articles of association

The Company’s Articles may only be amended by a special resolution at a general meeting of shareholders. No amendments are proposed to be made to the existing

Articles at the 2024 AGM.

Greenhouse gas emissions

Disclosures regarding greenhouse gas emissions required by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 are included in the

Strategic Report on pages 29 and 39 to 41. This information is incorporated by reference into this Directors’ Report.

Task Force on Climate-Related Financial Disclosures (‘TCFD’)

Disclosures consistent with the TCFD’s recommendations are included in the Strategic Report on pages 33 to 40.

Financial risk management

Information on the exposure of the Group to certain financial risks and on the Group’s objectives and policies for managing each of the Group’s main financial risk

areas is detailed in the financial risk management disclosure in Note 26.

Contracts of significance

There were no contracts of significance as defined by Listing Rule 9.8 in existence during the financial year.

Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages

1 to 55. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial review on pages 44 to 47.

After making the appropriate enquiries, the directors have concluded that the Group will be able to meet its financial obligations for the foreseeable future and therefore

have a reasonable expectation that the Company and the Group overall have adequate resources to continue in operational existence for the foreseeable future

(being at least one year following the date of approval of this annual report) and, accordingly, consider it appropriate to adopt the going concern basis in preparing

the financial statements.

The Company’s viability statement is set out on page 55 of the Strategic Report.

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Directors’ statement as to disclosure of information to auditor

So far as each director is aware, there is no relevant audit information (as defined by the Companies Act 2006) of which the Company’s auditor is unaware. Each director

has taken all steps that ought to be taken by a director to make themselves aware of and to establish that the auditor is aware of any relevant audit information.

Auditor

The Audit and Risk Committee has responsibility delegated from the Board for making recommendations on the appointment, reappointment, removal and

remuneration of the external auditor.

The auditor, Deloitte LLP, has indicated its willingness to continue in office and a resolution to appoint Deloitte LLP as auditor of the Company and its subsidiaries,

and to authorise the Audit and Risk Committee to fix their remuneration, will be proposed at the 2024 AGM.

Cautionary statement

This report is addressed to the shareholders of A.G. BARR p.l.c. and has been provided solely to provide information to them.

This report is intended to inform the shareholders of the Group’s performance during the year ended 28 January 2024. This report contains forward-looking statements

based on knowledge and information available to the directors as at the date the report was prepared. These statements should be treated with caution due to the

inherent uncertainties underlying any forward-looking information and any statements about the future outlook may be influenced by factors that could cause actual

outcomes and results to be materially different.

Annual General Meeting

The Company’s AGM will be held at 12.00 p.m. on 31 May 2024 at the offices of Ernst & Young LLP, G1 Building, 5 George Square, Glasgow, G2 1DY. The Notice of the AGM

is set out on pages 185 to 195 of this report. A description and explanation of the resolutions to be considered at the 2024 AGM is set out on 187 to 189 of this report.

Recommendation to shareholders

The Board considers that all the resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously

recommends that you vote in favour of them.

By order of the Board

Neil MacLennan

Company Secretary

26 March 2024

112

A.G. BARR p.l.c. Annual Report and Accounts 2024

The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with

international accounting standards in conformity with the requirements of the Companies Act 2006. The directors have also chosen to prepare the parent company financial statements under United Kingdom

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 of the Group and parent Company and of the

consolidated profit or loss for that period. In preparing each of the Group and parent Company financial statements, International Accounting Standard 1 requires that directors:

• Properly select and apply accounting policies;

• Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• Provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions

on the Group and parent Company’s financial position and financial performance; and

• Make an assessment of the Company’s ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the

financial position of the parent Company and enable them to ensure that its 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.

A copy of the Group and parent Company financial statements has been placed on the Company’s website, www.agbarr.co.uk. The directors are responsible for the maintenance and integrity of the corporate

and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ statement pursuant to the disclosure and transparency rules

Each of the directors, whose names and functions are set out on pages 56 to 57 of this report, confirm that, to the best of their knowledge:

• The financial statements, prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets,

liabilities, financial position of the Group and parent Company and of the consolidated profit;

• The Annual Report and Accounts includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken

as a whole, together with a description of the principal risks and uncertainties faced by the Group; and

• They consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance,

business model and strategy.

By order of the Board

Roger White Stuart Lorimer

Chief Executive Finance Director

26 March 2024 26 March 2024

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

INDEPENDENT

AUDITOR’S REPORT

TO THE MEMBERS

OF A.G. BARR P.L.C.

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

1. Opinion

In our opinion:

• the financial statements of A.G. BARR p.l.c. (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view of the state of the group’s and of the

parent company’s affairs as at 28 January 2024 and of the group’s profit for the year then ended;

• the group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards and 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.

We have audited the financial statements which comprise:

• the consolidated income statement;

• the consolidated statement of comprehensive income;

• the consolidated and parent company statements of financial position;

• the consolidated and parent company statements of changes in equity;

• the consolidated and parent company cash flow statements; and

• the related notes 1 to 32.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted international accounting standards and,

as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

2. 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 Financial Reporting Council’s (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. The non-audit services provided to the group and parent company for the year are disclosed in note 3 to the financial statements.

We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Summary of our audit approach

Key audit matters The key audit matter that we identified in the current year was:

• completeness and valuation of brand support discounts and cost accruals.

Materiality The materiality that we used for the group financial statements was £2,510,000 (2023: £2,175,000) which was determined on

the basis of 5% (2023: 5%) of adjusted profit before tax.

Scoping Our full scope audit procedures covered 97% of the Group’s revenue, 100% of the Group’s net assets, and 99% of the Group’s

profit before tax.

Significant changes in our approach Our audit approach is consistent with the prior year with the exception of Boost Drinks Limited, a component which was

acquired in the prior year, which has increased in scope to full scope in light of its overall contribution to the group.

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4. Conclusions relating to going concern

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.

Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:

• challenging underlying data and considering the impact of economic uncertainty on the assumptions, with reference to historical performance and other external data;

• assessing the integrity of the model used to prepare the forecasts, testing the clerical accuracy of those forecasts, and considering the historical accuracy of the

forecasts prepared by management;

• assessing the headroom in the forecasts (liquidity and covenants) by evaluating the financing facilities that are in place during the forecast period including the

repayment terms and covenants, and assessing whether these have been appropriately reflected in the model;

• assessing the reasonableness of the downside scenarios and sensitivities performed by management; and

• assessing the appropriateness of the going concern disclosures in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast

significant doubt on the group’s and 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 reporting on how the group 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.

5. 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 which had the

greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters 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.

INDEPENDENT

AUDITOR’S REPORT

TO THE MEMBERS

OF A.G. BARR P.L.C.

CONTINUED

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5.1. Completeness and valuation of brand support discounts and cost accruals

Key audit matter

description

Brand support discounts and cost accruals within trade and other payables of £11.1m (2023: £12.3m).

The Group incurs significant costs in agreeing sales discounts to support and develop its brands, with commercial teams agreeing joint business

plans with customers. Estimation is required in determining the level of variable consideration recognised as there is sometimes a delay in

receiving information on volume sold, and the accrual for such sales discounts and costs where promotions and brand support campaigns

span the year-end and where settlement has not been fully agreed at year-end, or where prior year claims arise, as the year-end accrual

can depend on information not yet made available by the customer. Total amounts earned by the customer are deducted from revenue.

Further details are included within “Key Sources of Estimation Uncertainty” as disclosed in the accounting policies within note 1 to the

financial statements.

Due to the high level of estimation involved, we have determined there is a potential for fraud through possible manipulation of this balance.

Brand support discounts and cost accruals are included within note 22 to the financial statements.

The Audit and Risk Committee’s consideration in respect of the risk is included on page 72.

How the scope of

our audit responded

to the key audit matter

The audit procedures we performed in respect of this matter included:

• obtaining an understanding of and testing the relevant controls over the brand support discounts and cost accruals process;

• meeting with the commercial teams to understand and challenge the brand support discounts in place, by assessing the movements

in the brand support accrual;

• testing a sample of customers with characteristics of audit interest, such as customer receiving material brand support investment,

customers with material open promotions at year end, and flagship UK customers, assessing the accuracy of current year accruals;

• performing a stand back assessment on judgements made in the previous year, including examining a sample of accrual releases

and assessing the additional variable consideration recognised;

• examining a sample of key commercial contracts and joint business plans to assess whether the composition of the accrual is in line

with the underlying commercial agreement;

• obtaining confirmations directly from customers for a sample of open accruals. In cases where no confirmation reply is received,

we performed alternative procedures involving understanding the basis for the accrual and recalculating the expected accrual

based on related sales information;

• selecting a sample of settlements and releases made after the year-end to determine the accuracy of the accrual;

• understand the ageing of the accrual and selecting a sample of aged balances; and

• assessing the appropriateness of the IAS 1 sensitivity disclosures made in the financial statements.

Key observations We concluded that completeness and valuation of brand support discounts and cost accruals were appropriate.

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6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable

person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Parent company financial statements

Materiality £2.51m (2023: £2.18m) £2.26m (2023: £1.96m)

Basis for determining

materiality

5% (2023: 5%) of adjusted profit before tax Parent company materiality equates to 0.8% (2023: 0.6%) of revenue,

capped at 90% (2023: 90%) of Group materiality.

Rationale for the

benchmark applied

We have used adjusted profit before tax as the benchmark

for our determination of materiality as we consider this to be

the critical performance measure for the Group on the basis

that it is a key metric to analysts and investors and has equal

prominence in the Annual Report. The adjusted items in the

year are summarised on page 181.

We have used revenue as the benchmark for our determination

of materiality as we consider this to be the key driver of the business.

As statutory materiality would be higher than component materiality,

we have capped materiality to be 90% of group materiality being

£2.26m (2023: £1.96m). 90% is deemed to be appropriate based on

the company only contribution to the Group.

Group materiality Adjusted profit before tax

Component

materiality range

£0.88m to £2.26m

Audit and Risk

Committee

reporting threshold

£0.13m

Group materiality

£2.51m

Adjusted profit

before tax £50.50m

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the

materiality for the financial statements as a whole.

Group financial statements Parent company financial statements

Performance materiality 70% (2023: 70%) of group materiality 70% (2023: 70%) of parent company materiality

Basis and rationale

for determining

performance

materiality

In determining performance materiality, we considered the following factors:

• our risk assessment, including our assessment of the group’s overall control environment and whether we were able to rely on controls

over a number of business processes; and

• our past experience of the audit, and our consideration of the number of corrected and uncorrected misstatements identified in

prior periods.

INDEPENDENT

AUDITOR’S REPORT

TO THE MEMBERS

OF A.G. BARR P.L.C.

CONTINUED

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6.3. Error reporting threshold

We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £125,000 (2023: £111,000), as well as differences

below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we

identified when assessing the overall presentation of the financial statements.

7. An overview of the scope of our audit

7.1. Identification and scoping of components

There are no significant changes in our approach in the current year with the exception of our approach to Boost Drinks Limited, a component acquired in the prior

year which has increased in scope to full scope in light of its overall contribution to the group. Our group audit was scoped by obtaining an understanding of the group

and its environment through discussions with finance, IT, commercial and supply teams and performing walkthroughs of processes across these areas, including group

wide controls, and assessing the risks of material misstatements at a group level.

For components deemed significant to the group, full scope audit procedures were performed to materiality levels applicable to each component, which was lower

than the group materiality level and ranged from £0.88m to £2.26m (2023: £0.76m to £1.96m). Components deemed significant are as follows:

• A.G. BARR p.l.c.

• FUNKIN Limited

• Boost Drinks Limited

A.G. BARR p.l.c. is also the entity in which the trading transactions relating to the brand owned by Rubicon Drinks Limited are recorded.

At a group level we also tested the consolidation process and carried out analytical reviews of the remaining non-significant components. The other components

to the group are as follows:

• FUNKIN USA Limited

• A.G. Barr General Partner Limited

• A.G. Barr Capital Partner Limited

• A.G. Barr (Ireland) Limited

• MOMA Foods Limited

• Rio Tropical Limited

97%

99%

100%

7.2. Our consideration of the control environment

With the involvement of our IT specialist we obtained an understanding of the relevant IT environment and tested relevant general IT controls, we planned to rely on

the effectiveness of controls for certain components within the revenue and brand support accrual business process cycles. As such we obtained an understanding

and tested these controls. However, we identified deficiences in the relevant IT environment and therefore modified our audit approach so that we did not place any

reliance on the IT controls in the above business procedures. After performing additional procedures, we were able to rely on the manual controls within the revenue

and brand support accrual business process cycles.

Revenue Profit before tax

Net Assets

Full audit scope

Review at group level

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7.3. Our consideration of climate-related risks

In planning our audit, we have considered the potential impact of climate change on the group’s business and its financial statements.

The group has assessed the risk and opportunities relevant to climate change and has included this risk as a principal risk across the group. The risk has also been

considered and embedded into the businesses as explained in the Strategic report on pages 48 to 54.

As part of our audit, we have obtained management’s climate-related risk assessment and held discussions with those charged with governance to understand the

process of identifying climate-related risks, the determination of mitigating actions and to evaluate the impact on the group’s financial statements. While management

has acknowledged that the transition and physical risks posed by climate change have the potential to impact the medium to long term success of the business, they

have assessed that there is no material impact arising from climate change on the judgments and estimates made in the financial statements as at 28 January 2024

as explained in note 1 on page 138.

We performed our own qualitative risk assessment of the potential impact of climate change on the group’s financial statements. Our procedures include evaluating

the appropriateness of disclosures, in conjunction with our internal ESG specialists, included in note 1 to the financial statements and reading disclosures included in

the Strategic Report to consider whether they are materially consistent with the financial statements and our knowledge obtained in the audit.

8. 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 course of 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 this gives rise to 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.

9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, 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.

10. 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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

INDEPENDENT

AUDITOR’S REPORT

TO THE MEMBERS

OF A.G. BARR P.L.C.

CONTINUED

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

11. Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to

detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud

is detailed below.

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered

the following:

• the nature of the industry and sector, control environment and business performance including the design of the group’s remuneration policies, key drivers for

directors’ remuneration, bonus levels and performance targets;

• results of our enquiries of management, internal audit, the directors and the Audit and Risk Committee about their own identification and assessment of the risks

of irregularities, including those that are specific to the group’s sector;

• any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to:

o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

o the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

• the matters discussed among the audit engagement team and relevant internal specialists, including valuations, pensions and IT specialists regarding how and

where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential

for fraud in the completeness and valuation of brand support discounts and cost accruals. In common with all audits under ISAs (UK), we are also required to perform

specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a

direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included

the UK Companies Act, Listing Rules, pensions legislation and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be

fundamental to the group’s ability to operate or to avoid a material penalty. These included the group’s operating licence and environmental regulations.

11.2. Audit response to risks identified

As a result of performing the above, we identified completeness and valuation of brand support discounts and cost accruals as a key audit matter related to the

potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in

response to that key audit matter.

In addition to the above, our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations

described as having a direct effect on the financial statements;

• enquiring of management, the Audit and Risk Committee and in-house legal counsel concerning actual and potential litigation and claims;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC; and

• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether

the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that

are unusual or outside the normal course of business.

We also communicated relevant identified 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.

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A.G. BARR p.l.c. Annual Report and Accounts 2024

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

12. Opinions on other matters prescribed by the Companies Act 2006

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.

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

any material misstatements in the strategic report or the directors’ report.

13. Corporate Governance Statement

The Listing Rules require us to review 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.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially

consistent with the financial statements and our knowledge obtained during the audit:

• the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out

on page 110;

• the directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers and why the period is appropriate set out on page 55;

• the directors’ statement on fair, balanced and understandable set out on page 112;

• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 50 to 54;

• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 68 to 69; and

• the section describing the work of the audit committee set out on pages 70 to 72.

14. Matters on which we are required to report by exception

14.1. Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not received all the information and explanations we require for our audit; or

• 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 are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the

directors’ remuneration report to be audited is not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the Audit and Risk Committee, we were appointed on 31 May 2017 to audit the financial statements for the year ending 27 January

2018 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is seven years,

covering the years ending 27 January 2018 to 28 January 2024.

INDEPENDENT

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TO THE MEMBERS

OF A.G. BARR P.L.C.

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15.2. Consistency of the audit report with the additional report to the audit committee

Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (UK).

16. 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.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form

part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s

report provides no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.

David Mitchell CA (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Glasgow, United Kingdom

26 March 2024

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A.G. BARR p.l.c. Annual Report and Accounts 2024

CONSOLIDATED

I N C O M E

STATEMENT

F O R T H E

YEAR ENDED

28 JANUARY

2024

		2024	2023
	Note	£m	£m
Revenue	2	400.0	317 .6
Cost of sales		(2 4 5 . 8)	(189.5)
Gross profit	2	154.2	1 28 .1
Other income	5	–	1.3
Operating expenses	6	(104. 1)	(8 4 .1)
Operating profit		5 0.1	45.3
Finance income	7	1.4	0.5
Finance costs	7	(0. 2)	(1 . 4)
Profit before tax		51. 3	44. 4
Tax on profit	8	(1 2 . 8)	(1 0. 5)
Profit attributable to equity holders		38.5	33.9
Earnings per share (pence)
Basic earnings per share	9	34 .59	30. 47
Diluted earnings per share	9	34.24	30. 22

123

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

S T A T E M E N T S

OF FINANCIAL

POSITION

A S A T

28 JANUARY

2024

		Group		Company
		2024	2023	2024	2023
	Note	£m	£m	£m	£m
Non-current assets
Intangible assets	11	130. 4	116 .2	1.6	2.7
Property, plant and equipment	12	10 9.0	102.5	90.1	83.3
Right-of-use assets	13	5.2	5.4	22.4	23.0
Loans and receivables	14	–	1. 5	2.6	1.5
Investment in subsidiary undertakings	15	–	–	125.9	113.6
Investment in associates	16	–	0.7	–	0.7
Retirement benefit surplus	27	3.2	2.4	17.6	17. 7
		2 4 7. 8	2 28. 7	260.2	242.5
Current assets
Inventories	19	36 .5	34.7	28.1	22.7
Trade and other receivables	20	63 .8	60.4	49.2	44.7
Derivative financial instruments	14	–	0.1	–	0.1
Current tax asset		–	–	2.1	1.6
Short-term investments	17	20.0	40.0	20.0	40.0
Cash and cash equivalents	18	33.6	13 .6	22.4	11.5
		153. 9	14 8.8	121.8	120.6
Total assets		401 .7	37 7. 5	382.0	363.1
Current liabilities
Loans and other borrowings	21	–	0.7	–	–
Trade and other payables	22	70. 3	72. 3	59.6	60.5
Derivative financial instruments	14	0.3	0 .1	0.3	0.1
Lease liabilities	13, 21	1.8	1.5	3.1	2.9
Provisions	23	0. 5	0.8	0.3	0.6
Current tax liabilities		0.7	0. 7	–	–
		73.6	76 .1	63.3	64.1
Non-current liabilities
Deferred tax liabilities	25	32 .3	28 .2	12.9	11.8
Lease liabilities	13, 21	3 .1	3.6	17.0	18.4
Contingent consideration	24	–	0. 8	–	0.8
		35.4	32.6	29.9	31.0
Capital and reserves
Share capital	28	4.7	4.7	4.7	4.7
Share premium account	28	0.9	0.9	0.9	0.9
Share options reserve	28	4.0	3. 4	4.0	3.3
Other reserves	28	(0 .1)	0 .1	(0.1)	0.1
Retained earnings	28	283.2	2 59.7	279.3	259.0
		292 .7	268 .8	288.8	268.0
Total equity and liabilities		401.7	3 7 7. 5	382.0	363.1

The Company reported a profit for the financial year ended 28 January 2024 of £35.3m (29 January 2023: £45.0m).

Company Number: SC005653

The financial statements on pages 123 to 179 were approved by the Board of directors and authorised for issue on 26 March 2024 and were signed on its behalf by:

Roger White

Chief Executive

Stuart Lorimer

Finance Director

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A.G. BARR p.l.c. Annual Report and Accounts 2024

S T A T E M E N T O F

COMPREHENSIVE

INCOME

FOR THE

YEAR ENDED

28 JANUARY

2024

		Group		Company
		2024	2023	2024	2023
	Note	£m	£m	£m	£m
Profit for the year		38.5	33.9	35.3	45.0
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements on defined benefit pension plans	27	0. 7	(1 . 5)	0.7	(1.5)
Deferred tax movements on items above Items that will be or have been reclassified to profit or loss	25	(0. 2)	0.6	(0.2)	0.6
(Loss)/gains arising on cash flow hedges during the period	14	(0 . 3)	0. 2	(0.3)	0.2
Deferred tax movements on items above	25	0 .1	–	0.1	–
Other comprehensive income/(expense) for the year, net of tax		0.3	(0 . 7)	0.3	(0.7)
Total comprehensive income attributable to equity holders of the parent		38.8	33.2	35.6	44.3

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

S T A T E M E N T

OF CHANGES

IN EQUITY

FOR THE

YEAR ENDED

28 JANUARY

2024

					Share	Share
				Share	premium	options	Other	Retained
				capital	account	reserve	reserves	earnings	Total
Group			Note	£m	£m	£m	£m	£m	£m
At 29 January 2023				4.7	0. 9	3 .4	0 .1	25 9.7	268.8
Profit for the year				–	–	–	–	38.5	38.5
Other comprehensive (expense)/income				–	–	–	(0. 2)	0.5	0. 3
Total comprehensive (expense)/income for the year				–	–	–	(0. 2)	3 9.0	38.8
Company shares purchased for use by employee benefit trusts			28	–	–	–	–	(3 .6)	(3. 6)
Proceeds on disposal of shares by employee benefit trusts				–	–	–	–	1.3	1.3
Recognition of share-based payment costs			29	–	–	2 .1	–	–	2 .1
Transfer of reserve on share award				–	–	(1 .6)	–	1.5	(0 .1)
Deferred tax on items taken direct to reserves			25	–	–	0 .1	–	–	0 .1
Dividends paid			10	–	–	–	–	(14. 7)	(14 .7)
At 28 January 2024				4.7	0. 9	4.0	(0 .1)	283 .2	292 .7
			Share	Share				Non–
		Share	premium	options	Other	Retained		controlling
		capital	account	reserve	reserves	earnings	Total	interests	Total
Group	Note	£m	£m	£m	£m	£m	£m	£m	£m
At 30 January 2022		4. 7	0.9	1 .6	(5 .1)	2 42. 4	24 4. 5	3.7	248.2
Profit for the year		–	–	–	–	33.9	33 .9	–	33. 9
Other comprehensive income/(expense)		–	–	–	0.2	(0 . 9)	(0 . 7)	–	(0 . 7)
Total comprehensive income for the year		–	–	–	0.2	33.0	33 .2	–	33. 2
Company shares purchased for use by employee benefit trusts	28	–	–	–	–	(0 . 7)	(0 . 7)	–	(0 . 7)
Recognition of share-based payment costs	29	–	–	2 .0	–	–	2 .0	–	2.0
Transfer of reserve on share award		–	–	(0 . 2)	–	0. 2	–	–	–
Derecognition of put liability		–	–	–	1.3	(1 . 3)	–	–	–
Recognition of liabilities with non-controlling interests		–	–	–	3.7	–	3. 7	(3 . 7)	–
Dividends paid	10	–	–	–	–	(1 3 . 9)	(1 3 . 9)	–	(1 3 . 9)
At 29 January 2023		4.7	0.9	3 .4	0. 1	259. 7	268 .8	–	26 8.8

126

A.G. BARR p.l.c. Annual Report and Accounts 2024

Company Note

capital

£m

premium

account

£m

options

reserve

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

At 29 January 2023 4.7 0.9 3.3 0.1 259.0 268.0

Profit for the year – – – – 35.3 35.3

Other comprehensive (expense)/income – – – (0.2) 0.5 0.3

Total comprehensive (expense)/income for the year – – – (0.2) 35.8 35.6

Company shares purchased for use by employee benefit trusts

28 – – – – (3.6) (3.6)

Proceeds on disposal of shares by employee benefit trusts – – – – 1.3 1.3

Recognition of share-based payment costs

29 – – 2.1 – – 2.1

Transfer of reserve on share award – – (1.5) – 1.5 –

Deferred tax on items taken direct to reserves

25 – – 0.1 – – 0.1

Dividends paid

10 – – – – (14.7) (14.7)

At 28 January 2024 4.7 0.9 4.0 (0.1) 279.3 288.8

At 30 January 2022 4.7 0.9 1.5 (0.1) 229.3 236.3

Profit for the year – – – – 45.0 45.0

Other comprehensive income/(expense) – – – 0.2 (0.9) (0.7)

Total comprehensive income for the year – – – 0.2 44.1 44.3

Company shares purchased for use by employee benefit trusts 28 – – – – (0.7) (0.7)

Recognition of share-based payment costs 29 – – 2.0 – – 2.0

Transfer of reserve on share award – – (0.2) – 0.2 –

Dividends paid 10 – – – – (13.9) (13.9)

At 29 January 2023 4.7 0.9 3.3 0.1 259.0 268.0

S T A T E M E N T

OF CHANGES

IN EQUITY

FOR THE

YEAR ENDED

28 JANUARY

2024

127

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

		Group		Company
		2024	2023	2024	2023
	Note	£m	£m	£m	£m
Operating activities
Profit for the period before tax		51. 3	44. 4	44.9	53.7
Adjustments for:
Interest and dividends receivable	7	(1 . 4)	(0. 5)	(8.4)	(22.5)
Interest payable	7	0.2	1.4	0.2	0.3
Impairment of investment in associate	16	0.7	–	0.7	–
Write off of loans and receivables		1. 5	–	1.5	–
Contingent consideration	24	(0 . 8)	0. 8	(0.8)	0.8
Revaluation of put liability		–	(2 . 7)	–	–
Depreciation of property, plant and equipment	3	11. 2	9. 8	10.6	9.3
Amortisation of intangible assets	3	1 .1	1.2	1.1	1.2
Share-based payment costs		2 .1	2 .0	2.1	2.0
Gain on sale of property, plant and equipment		(0 . 5)	(1 . 0)	(0.5)	(1.0)
Operating cash flows before movements in working capital		65.4	55.4	51.4	43.8
Increase in inventories		(1 . 8)	(4 . 5)	(5.4)	(1.7)
Increase in receivables		(3 . 4)	(7. 6)	(6.3)	(7.5)
Increase in payables		–	4.3	9.9	15.7
Difference between employer pension contributions and amounts recognised in the income statement		–	(4 . 9)	–	(4.9)
Cash generated by operations		60. 2	42 . 7	49.6	45.4
Tax paid		(11. 7)	(6 . 8)	(11.2)	(6.8)
Net cash from operating activities		48.5	35.9	38.4	38.6
Investing activities
Acquisition of subsidiary (net of cash acquired)	15	(1 2 . 3)	(1 8 . 6)	(12.3)	(23.3)
Dividends received		–	–	–	8.0
Loans made		–	–	(0.8)	(1.8)
Purchase of property, plant and equipment		(1 7. 8)	(1 4 . 6)	(17.7)	(14.6)
Proceeds on sale of property, plant and equipment		0.6	1.6	0.6	1.6
Funds placed on fixed term deposit	17	(20 . 0)	(4 0 . 0)	(20.0)	(40.0)
Funds returned from fixed term deposit	17	40.0	–	40.0	–
Interest received		1.4	0 .1	1.4	0.1
Net cash used in investing activities		(8 .1)	(7 1 . 5)	(8.8)	(70.0)
Financing activities
Acquisition of minority interest	15	–	(3 . 4)	–	–
Loans made		5.0	–	5.0	–
Loans repaid	21	(5. 7)	(0 . 3)	(5.0)	–
Lease payments	21	(1 . 9)	(1. 7)	(1.7)	(1.5)
Purchase of Company shares by employee benefit trusts	28	(3. 6)	(0 . 7)	(3.6)	(0.7)
Proceeds from disposal of Company shares by employee benefit trusts	28	1.3	–	1.3	–
Dividends paid	10	(14. 7)	(13 . 9)	(14.7)	(13.9)
Interest paid		(0 .1)	(0. 2)	–	(0.1)
Net cash used in financing activities		(19.7)	(2 0 . 2)	(18.7)	(16.2)
Net increase/(decrease) in cash and cash equivalents		20.7	(5 5 . 8)	10.9	(47.6)
Cash and cash equivalents at beginning of year		12. 9	68.7	11.5	59.1
Cash and cash equivalents at end of year		33.6	12.9	22.4	11.5

Cash and cash equivalents per the Group cash flow statements above comprises cash and cash equivalents per the statement of financial position of £3 3. 6m

(2023: £1 3.6m), net of bank overdrafts of £nil (2023: £0. 7m) for the year ended 28 January 2024. Company only cash and equivalents comprise cash and cash

equivalents per the statement of financial position of £22.4m (2023: £11.5m).

Non-cash transactions

During the year the Company received a £7.0m (2023: £14.0m) dividend from Rubicon Drinks Limited, another Group company. This was satisfied by way of a

dividend in specie using the intercompany balance due by the Company to Rubicon Drinks Limited.

CASH FLOW

STATEMENTS

FOR THE

YEAR ENDED

28 JANUARY

2024

128

A.G. BARR p.l.c. Annual Report and Accounts 2024

1. Accounting Policies

General information

A.G. BARR p.l.c. (the ‘Company’) and its subsidiaries (together the ‘Group’) manufacture, distribute and sell a range of beverages. The Group has manufacturing sites

in the UK and sells mainly to customers in the UK with some international sales.

The Company is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in Scotland. The address of its registered

office is Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD.

The financial year represents the 52 weeks ended 28 January 2024 (prior financial year 52 weeks ended 29 January 2023).

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied

to all the years presented, unless otherwise stated.

Basis of preparation

The consolidated and parent Company financial statements of A.G. BARR p.l.c. have been prepared in accordance with International Financial Reporting Standards

(IFRS) as adopted by the UK. They have been prepared under the historical cost accounting rules except for the derivative financial instruments and the assets of the

Group pension scheme which are stated at fair value and the liabilities of the Group pension scheme which are valued using the projected unit credit method.

The directors have adopted the going concern basis in preparing these accounts after assessing the principal risks.

This assessment was undertaken through modelling of a number of reasonably possible downside scenarios that could impact the business (both individually and

cumulatively) over the period until January 2027. These scenarios include a major brand issue which impacts reputation and consumer purchasing, a cyber attack and

a global pandemic. In each scenario the Group continues to be cash generative throughout the forecast horizon, resulting in our liquidity headroom being maintained.

Our experience through the Covid-19 pandemic has given us confidence that the Group can remain profitable and cash-generative through prolonged disruption.

The most significant potential financial impact would be due to a significant reduction in sales. The revenue and operational leverage impact of such a volume loss

would have a negative impact on Group profitability, however the scenario modelling would indicate that the Group would remain profitable over the next 12 months

and we would anticipate a recovery in the following years.

The Group has £20m of committed and unutilised credit facilities providing the business with a secure funding platform. The facility expires in February 2026.

Throughout these severe but plausible downside scenarios, the Group continues to have significant liquidity headroom on existing facilities and against the revolving

credit facilities financial covenants.

The directors believe that the Group is well placed to manage its financing and other business risks satisfactorily, and have a reasonable expectation that the Group

and parent Company will have adequate resources to continue in operation for at least 12 months from the signing date of these consolidated financial statements.

They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its

judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions

and estimates are significant to the consolidated financial statements are disclosed on page 128.

The directors have taken advantage of the exemption available under s408 of the Companies Act 2006 and have not presented a separate income statement or

statement of comprehensive income for the Company.

NOTES TO

THE ACCOUNTS

129

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Climate change considerations

The Group continuously takes steps to reduce its environmental footprint as part of the wider transition to a low carbon, climate-resilient economy. The Group has set

near and long-term science-based emission reduction targets, including net-zero by 2050.

The Group has considered the impact of these targets on its financial statements. Actions taken to date or planned for the future, including increasing the use of recycled

materials in our products and reducing the energy intensity of our operations, require changes to the way we work but at present aren’t expected to significantly alter

the Group’s cost base.

The financial impact of climate-related matters has been reflected in the Group’s business plan for future years, which, for example, are used in the Group’s impairment

tests for goodwill and intangibles. Medium to longer term climate related risks have been assessed with the potential financial impact being between 3% and 10% of

turnover or profit on moderate impact risks and between 10% and 25% for major impact risks respectively. For further details, see the TCFD and CFD disclosures on

pages 33 to 41 for more information.

Changes in accounting policy and disclosures

(a) New and amended standards adopted by the Group

A number of new or amended standards became applicable for the current reporting period and the Group had to change its accounting policies as a result of

adopting the following standards:

• IAS 12 Income Taxes – International Tax Reform – Pillar Two Model Rules;

• IFRS 17 Insurance Contracts;

• Amendments to IAS 12 Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single Transaction;

• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements – Disclosure of Accounting Policies; and

• Amendments to IAS 8 Accounting Policy Changes in Accounting Estimates and Errors – Definition of Accounting Estimates

The amendments listed above do not have a material impact on the results for the current and prior reporting periods.

(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 29 January 2024 and not adopted early

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for 28 January 2024

reporting periods and have not been early adopted by the Group. These standards, amendments or interpretations are not expected to have a material impact

on the entity in the current or future reporting periods or on foreseeable future transactions.

Consolidation – subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed, or has rights, to variable returns from its involvement with the

entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial

statements from the date over which control commences until the date on which control ceases.

On the acquisition of a business, identifiable assets and liabilities acquired are measured at their fair value. The cost of the acquisition is measured at the aggregate

of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued. Any contingent consideration is recognised

at fair value at the acquisition date and subsequently until it is settled. The cost of the acquisition in excess of the Group’s interest in the net fair value of the identifiable

net assets acquired is recorded as goodwill.

Non-controlling interests represent the portion of comprehensive income and equity in subsidiaries that is not attributable to the parent Company shareholders and

is presented separately from the parent shareholders’ equity in the Consolidated Balance Sheet.

Intercompany transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from intercompany

transactions that are recognised in net assets are also eliminated. Accounting policies of subsidiaries are consistent with those adopted by the Group.

130

A.G. BARR p.l.c. Annual Report and Accounts 2024

1. Accounting Policies continued

Revenue recognition

Revenue is recognised when control of the goods has passed to the buyer. All revenue is recognised on a point of time basis being primarily the point of delivery to

customers’ sites. The majority of goods are dispatched by the Group’s own distribution network and delivery often occurs on the day of dispatch although some are a few

days later therefore revenue is recognised on delivery to the customer site. None of the Group’s contractual arrangements lead to revenue being recognised over time.

Revenue is the net invoiced sales value, after deducting promotional sales related discounts invoiced by customers, including: brand support costs; customer incentives;

and exclusive of value added tax of goods and services supplied to external customers during the year. Brand support costs are investments in customer promotional

activities. Sales are recorded based on the price specified in the sales invoices, net of any agreed discounts and rebates. Brand support accruals are included in the

statement of financial position.

Sales related discounts and rebates are calculated based on the expected amounts necessary to meet the claims of the Group’s customers in respect of these discounts

and rebates. When the Group expects to grant a discount or rebate to a customer, this is treated as variable consideration and adjustments are made to the transaction

price using the expected value method. This variable consideration is only included to the extent that it is highly probable the inclusion will not result in a significant

revenue reversal in the future.

Excise tax

For the cocktail business, excise duties become payable on alcoholic products when goods are moved from bonded warehouses. This duty is effectively a production

tax, borne by the Group and passed on in full to customers through pricing. Excise duty on our own-produced goods are included within cost of goods sold and net

revenue as all sales are delivered duty paid.

Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues

and expenses that relate to transactions with any of the Group’s other components and for which discrete financial information is available. Segment results that are

reported to the Board and senior executives (as chief operating decision makers) include items directly attributable to a segment as well as those that can be allocated

on a consistent basis.

Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the

entity operates (“the functional currency”). The consolidated financial statements are presented in £ Sterling, which is the Company’s functional and the Group’s

presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items

are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary

assets and liabilities denominated in foreign currencies are recognised in the income statement in the same line in which the transaction is recorded.

Intangible assets

Goodwill

Goodwill represents the excess of the consideration of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary

at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less

accumulated impairment charges. Impairment charges on goodwill are not reversed. Goodwill is allocated to cash-generating units for the purpose of impairment

testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which

the goodwill arose.

An intangible asset acquired as part of a business combination is recognised outside of goodwill if the asset is separable or arises from contractual or other legal

rights and its fair value can be measured reliably.

NOTES TO

THE ACCOUNTS

CONTINUED

131

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Brands

Separately acquired brands are recognised at cost at the date of purchase. Brands acquired in a business combination are recognised at fair value at the acquisition

date. Brands acquired separately or through a business combination are assessed at the date of acquisition as to whether they have an indefinite life. The assessment

includes whether the brand name will continue to trade, and the expected lifetime of the brand. All brands acquired to date have been assessed as having an indefinite

life as they are expected to continue to contribute to the long-term future of the Group. The brands are reviewed annually for impairment, being carried at cost less

accumulated impairment charges.

The fair value of a brand at the date of acquisition is based on the Relief from Royalties method, which is a valuation model based on discounted cash flows.

Customer relationships

Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The customer relationships have a finite useful life

and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the customer relationship.

The fair value of the customer relationships at the acquisition date was based on the Multiple Excess Earnings Method (MEEM) which is a valuation model based on

discounted cash flows. The useful lives of customer relationships are based on the churn rate of the acquired portfolio and are up to 10 years corresponding to a yearly

amortisation of between 10% and 33%. The useful lives of all intangible assets are reviewed annually and amended, as required, on a prospective basis.

Software costs

Software expenditure is recognised as an intangible asset only after its technical feasibility and commercial viability can be demonstrated. Acquired computer software

licences and software developed in-house are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. Costs include resources

focused on delivery of capital projects where the choice has been made to use internal resources. These costs are amortised using the straight-line method over the

expected useful life of the software, which is 10 years.

Property, plant and equipment

Land and buildings comprise mainly factories, distribution sites and offices. All property, plant and equipment is stated at historical cost less accumulated depreciation

and impairments. Historical cost includes expenditure that is directly attributable to the acquisition or construction of the assets. The purchase price of an asset will

include the fair value of the consideration paid to acquire the asset. Borrowing costs directly attributable to acquisition, construction and/or production of assets that

take a substantial time to complete are capitalised.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits

associated with the item will flow to the Group and the cost of the item can be measured reliably.

The carrying amount of any replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which

they are incurred.

Land is not depreciated. Depreciation is charged from the date that assets, other than land, are available for use. It is calculated using the straight-line method to allocate

the cost to the residual values of the related assets using the following rates:

Buildings – 1%

Leasehold buildings – Term of lease

Plant, equipment and vehicles – 10% to 33%

Property, plant and equipment residual values and useful lives are reviewed, and adjusted if appropriate, at each year end date. The carrying value of the property,

plant and equipment is reviewed for impairment when events or changes in circumstances indicate that the recoverable amount may be less than the carrying value.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

An item of property, plant and equipment is derecognised on disposal or where no future economic benefits are expected to arise from the continued use of the asset.

132

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1. Accounting Policies continued

Gains and losses on disposals are determined by comparing the net proceeds with the carrying amount and are recognised within administration costs in the

income statement.

Government grants

The Group recognises government grants in accordance with IAS 20. Grants received by the Group are recognised in the income statement and matched against the

costs that the grant are intended to compensate for and are therefore shown net.

Leases

The Group as lessee

For any new contracts entered into, the Group considers whether a contract is, or contains, a lease. A lease is defined as any contract, or part of a contract, that conveys

the right to use an asset (the underlying asset) for a period of time in exchange for consideration. To apply this definition the Group assesses whether the contract meets

three key evaluations which are whether:

• The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made

available to the Group

• The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights

within the defined scope of the contract

• The Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct the use of the

identified assets through the period of use. The Group assesses whether it has the right to direct “how and for what purpose” the asset is used throughout the

period of use

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is

made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the

end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use

assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. The Group also

assesses the right-of-use asset for impairment where such indicators exist.

Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments based on an index or rate, amounts expected

to be payable under a residual guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will

be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed

payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is

already reduced to zero.

The Group has elected to account for short-term leases and leases of low-value assets (less than £1,000) using the practical expedients. Instead of recognising the

right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

On the balance sheet, right-of-use assets and lease liabilities have been disclosed separately.

Investment in associates

An associate is an entity over which the Group has significant influence that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power

to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results, assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. The investment is recognised

initially in the statement of financial position at cost, and is adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of

the associate. On acquisition, any excess of the cost of the investments over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee

is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of identifiable assets and

liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in which the investment is acquired.

NOTES TO

THE ACCOUNTS

CONTINUED

133

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed

for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment charge is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable

amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present

value using a post-tax discount rate that is based on current market assessments of the time value of money and risks specific to the asset for which the future cash

flow estimates have not been adjusted.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the

impairment loss was recognised although any reversal cannot result in a carrying amount that would exceed the carrying amount that would have been recognised,

net of depreciation, had no impairment loss been recognised in prior years.

Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, short-term investments, loans receivable, trade and other receivables,

cash and cash equivalents, loans and borrowings, contingent consideration and trade payables.

Trade receivables

Trade receivables are recognised initially at transaction price. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method,

less an allowance for expected credit losses (ECL). The Group always recognises lifetime ECL for trade receivables. The expected credit loss on these financial assets

are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic

conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

The carrying amount of the asset is reduced by the allowance for expected credit losses and the amount of the loss is recognised in the income statement within

administration costs.

Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Investments

Investments in subsidiaries are carried at cost less impairment in the parent Company accounts.

Short-term investments

Short-term investments are interest-bearing deposits. They are recognised initially at fair value plus attributable transaction costs. Subsequent to initial recognition,

they are measured at amortised cost using the effective interest method. The Group always recognises 12-months ECL for trade short-term investments as they are

low credit risk.

Financial assets classification

The Group classifies its financial assets at amortised costs if both the following criteria are met:

• The asset is held within a business model whose objective is to collect the contractual cash flows; and

• The contractual terms give risk to cash flows that are solely payments of principal and interest on principal outstanding

Recognition and derecognition of financial instruments

Purchases or sales of financial assets that require delivery of assets within a timeframe established by regulation or convention in the market-place (regular way trades)

are recognised at the trade date, i.e. the date that the Group commits to purchase or sell the asset. All other financial assets and financial liabilities are recognised at

trade date.

134

A.G. BARR p.l.c. Annual Report and Accounts 2024

1. Accounting Policies continued

Financial assets are derecognised when the rights to receive cash flows from the contractual assets have expired or have been transferred and the Group has

transferred all the risks and rewards of ownership.

Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled or have expired.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, on demand deposits with banks and other short-term, highly liquid investments with maturities of three months or

less, which are readily convertible into known amounts of cash and subject to insignificant risk of changes in value. For the purposes of the statement of cash flows,

bank overdrafts repayable on demand that form an integral part of the Group’s cash management are included as components of cash and cash equivalents.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are

stated at amortised cost using the effective interest method.

Contingent consideration

Contingent consideration resulting from business combinations, is measured at fair value using the income approach. When the contingent consideration meets the

definition of a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value of contingent consideration is

based on cash flows and is classified as a non-current liability in the balance sheet.

Derivative financial instruments and hedging activities

The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risks using foreign exchange forward contracts. Further details

of derivative financial instruments are disclosed in Note 14.

Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value. The gain or loss

on remeasurement is recognised in the income statement immediately unless the derivative is designated and effective as a hedging instrument, in which event the

timing of the recognition in the income statement depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are

not offset in the financial statements unless the Group has both legal right and intention to offset. The impact of hedging on the Group’s financial position is disclosed in

Note 14. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected

to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Cash flow hedges

The Group designates certain derivatives as hedging instruments in respect of foreign currency risk in cash flow hedges, including hedges of foreign exchange risk on

firm commitments.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management

objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents

whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the

hedging relationship meets all of the following hedge effectiveness requirements:

• There is an economic relationship between the hedged item and the hedging instrument

• The effect of credit risk does not dominate the value changes that result from that economic relationship (The Group does not consider credit risk to be material

but will monitor on an ongoing basis)

• The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of

the hedging instrument that the Group actually uses to hedge that quantity of hedged item

NOTES TO

THE ACCOUNTS

CONTINUED

135

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

The Group designates the full change in the fair value of a forward contract as the hedging instruments for all of its hedging relationships.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and

accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement

within administration costs. Amounts accumulated in equity are recycled through the income statement in the period when the hedged item affects profit or loss.

Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the

estimated costs of completing production and selling expenses.

The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their primary

distribution location and condition. This includes direct labour costs and an appropriate share of overheads based on normal operating activity.

Company shares held by employee benefit trusts

Company shares are purchased on behalf of employee benefit trusts to satisfy the liability of various employee share schemes. The amount of the consideration paid,

including directly attributable costs, is recognised as a charge in equity. Purchased shares are classified as Company shares held by employee benefit trusts, and

presented as a deduction from retained earnings.

Current and deferred income tax

Tax on the profit or loss for the year comprises current and deferred tax.

Current tax is charged in the income statement except where it relates to tax on items recognised directly in equity, in which case it is charged to equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the year end date and any adjustment

to tax payable in respect of previous years.

Deferred tax is provided in full using the liability method, providing for temporary differences between the tax bases of assets and liabilities and their carrying amounts,

in the consolidated financial statements.

The following temporary differences are not provided for:

• The initial recognition of goodwill

• Differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the year end date and are expected to apply when the related

deferred tax asset is realised or the deferred tax liability is settled. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be

available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Employee benefits

Retirement benefit plans

The Group operates two pension schemes, as detailed in Note 27. The schemes are generally funded through payments to trustee-administered funds. The Group

has both defined benefit and defined contribution plans.

Defined contribution pension plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Obligations for contributions are recognised

as an expense in the income statement as they fall due. The Group has no further payment obligations once the contributions have been paid.

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1. Accounting Policies continued

Defined benefit pension plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee

will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability/surplus recognised in the statement of financial position in respect of defined benefit pension plans is the present value of plan assets less the fair value

of the defined benefit obligation. The defined benefit obligation is calculated annually by independent actuaries 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.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income

in the period in which they arise.

The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. The gain or loss on a settlement is the difference between

the present value of the defined benefit obligation being settled as determined on the date of settlement and the settlement price, including any plan assets transferred

and any payments made directly by the Group in connection with the settlement.

The Group’s defined benefit plan was closed to future accrual on 1 May 2016.

Share-based compensation

The Group grants equity-settled share-based payments to certain employees. These are measured at fair value (excluding the effect of non market-based vesting

conditions) at the grant date. The fair value of the equity-settled share-based payment determined at the grant date is expensed on a straight-line basis over the

vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. Fair value

is measured using the Black-Scholes pricing model.

The Group also provides employees with the ability to purchase the Company’s ordinary shares at a discount to the current market value through payroll.

The Group records as an expense the fair value of the discount on the shares purchased by the employee as a charge to the income statement and a credit to the

share options reserve.

At each year end date, the entity revises its estimates of the number of options that are expected to vest based on the non market vesting conditions. It recognises

the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to the share options reserve.

Profit-sharing and bonus plans

The Group recognises a liability and an expense for various bonuses based on formulae that take into consideration the profit attributable to the Company’s

shareholders after certain adjustments.

The Group recognises a provision where there is a contractual obligation or where there is a past practice that has created a constructive obligation.

Provisions

A provision is recognised if, as the result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that

an outflow of economic benefits will be required to settle the obligation.

A restructuring provision is recognised when the Group has approved a detailed and formal restructuring plan which has been either announced or has commenced.

Future operating costs are not provided for.

NOTES TO

THE ACCOUNTS

CONTINUED

137

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Dividend distributions

Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s financial statements in the period in which the dividends are

approved by the Company’s shareholders.

Share repurchase programme

Any share repurchase programmes would result in the cancellation of repurchased shares and the transfer of the relevant permanent capital into a Capital Redemption

Reserve. The Capital Redemption Reserve is included in “Other reserves” within equity. Refer to Note 28.

Alternative performance measures

Alternative performance measures (APMs) are tracked by management to assess the Group’s operating performance and to inform financial, strategic and operating

decisions. These are therefore presented within the Annual Report and Accounts. Definitions of APMs and reconciliation to GAAP measures can be found in the

Glossary on pages 180 to 184.

Adjusting items

The Group excludes adjusting items from its non-GAAP measures because of their size, frequency and nature to allow shareholders to better understand the elements

of financial performance in the year, so as to facilitate comparison with prior periods and to assess trends in financial performance more readily. These items are

primarily non-operational.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make assumptions and estimates that affect the amounts reported for assets and liabilities as at the

statement of financial position date and the amounts reported for revenues and expenses during the year. Due to the nature of estimation, the actual outcomes may

well differ from these estimates.

The directors do not consider there to be any critical accounting judgements. The key sources of estimation uncertainty at the end of the reporting period that may

have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are:

Estimates

Retirement benefit obligations

The determination of any defined benefit pension scheme surplus/obligation is based on assumptions determined with independent actuarial advice. The assumptions

used include discount rate, inflation, pension increases, salary increases, the expected return on scheme assets and mortality assumptions. The material estimations

are those for which a sensitivity analysis is provided in Note 27. The directors consider that those sensitivities provided in Note 27 represent the range of possible

outcomes that could reasonably be expected to occur in the next 12 months.

Sales related rebates and discounts

The Group agrees to pay customers various amounts in the form of sales related rebates and discounts. Accruals are made for each individual promotion or rebate

based on the specific terms and conditions of the customer agreement. Management make estimates on an ongoing basis to assess customer performance and sales

volume to calculate the total amounts earned to be deducted from revenue. Based on total rebate and discount spend in the year, 5% of spend would need to be

omitted to result in a material error in the value of accruals made at year end.

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2. Segment reporting

The Board and senior executives have been identified as the Group’s chief operating decision-makers, who review the Group’s internal reporting in order to assess

performance and allocate resources.

The performance of the operating segments is assessed by reference to their gross profit.

		Cocktail
	Soft drinks	solutions	Other	Total
Year ended 28 January 2024	£m	£m	£m	£m
Total revenue	346.6	42.9	10.5	400.0
Gross profit	135.6	15.4	3.2	154.2

		Cocktail
	Soft drinks	solutions	Other	Total
Year ended 29 January 2023	£m	£m	£m	£m
Total revenue	266.6	42.8	8.2	317.6
Gross profit	109.6	16.2	2.3	128.1

There are no material intersegment sales. All revenue is in relation to product sales, which is recognised at a point in time, upon delivery to the customer.

All of the assets and liabilities of the Group are managed on a central basis rather than at a segment level. As a result, no reconciliation of segment assets and liabilities

to the statement of financial position has been disclosed for either of the periods presented.

Included in revenues arising from the above segments are revenues of approximately £68.0m, which arose from sales to the Group’s largest customer (2023: £60.3m).

No other single customers contributed 10% or more to the Group’s revenue in either 2023 or 2024.

All of the segments included within “Soft drinks” and “Cocktail solutions” meet the aggregation criteria set out in IFRS 8 Operating Segments.

Geographical information

The Group operates predominantly in the UK with some worldwide sales. All of the operations of the Group are based in the UK.

	2024	2023
Revenue	£m	£m
UK	383.0	303.7
Rest of the world	17.0	13.9
	400.0	317.6

The rest of the world revenue includes sales to the Republic of Ireland and international wholesale export houses.

All of the assets of the Group are located in the UK.

NOTES TO

THE ACCOUNTS

CONTINUED

139

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

3. Profit before tax

The following items have been included in arriving at profit before tax:

		2024	2023
	Note	£m	£m
Depreciation of property, plant and equipment	12	9.4	8.2
Depreciation of right-of-use assets	13	1.8	1.6
Amortisation of intangible assets	11	1.1	1.2
Cost of inventories charged in cost of sales		245.8	189.5
Trade receivables impairment movement	20	(0.1)	0.1
Staff costs	4	69.5	55.6

R&D costs for the year totalled £1.5m (2023: £1.4m), with elements of these costs included in the table above.

Included within administration costs (Note 6) is the auditor’s remuneration, including expenses for audit and non-audit services.

The cost includes services from the Group’s auditor:

	2024	2023
	£’000	£’000
Statutory audit services
Fees payable to the auditor of the parent Company and consolidated accounts	354	229
Audit-related assurance services	37	35
Other services	–	6

4. Employees and directors

	2024	2023
Average monthly number of people employed by the Group (including executive directors)
Production and distribution	653	644
Administration	384	293
	1,037	937

Staff costs for the Group for the year

	2024	2023
	£m	£m
Wages and salaries	56.6	44.2
Social security costs	6.3	5.4
Share-based payments	2.1	2.0
Pension costs – defined contribution plans	4.5	4.0
	69.5	55.6

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5. Other income

	2024	2023
	£m	£m
Gain on sale of property	–	1.3
	–	1.3

The gain on sale in the prior year has been included as an adjusting item. See adjusted income statement on page 181.

6. Operating expenses

	2024	2023
	£m	£m
Distribution costs (including selling costs)	53.2	48.7
Administration costs	50.9	35.4
	104.1	84.1

7. Net finance costs

	2024	2023
Finance income	£m	£m
Interest on short-term deposits	1.3	0.5
Finance income relating to defined benefit pension plans	0.1	–
	1.4	0.5
Finance costs
Interest payable	0.1	0.2
Lease interest	0.1	0.1
Unwind of discount	–	1.1
	0.2	1.4

8. Taxation

	2024	2023
Group	£m	£m
Charge/(credit) to the income statement
Current tax on profits for the year	11.5	7.0
Adjustments in respect of prior years	0.2	0.7
Total current tax expense	11.7	7. 7
Deferred tax
Origination and reversal of:
Temporary differences	1.4	3.5
Adjustments in respect of prior years	(0.3)	(0.7)
Total deferred tax expense (Note 25)	1.1	2.8
Total tax expense	12.8	10.5

NOTES TO

THE ACCOUNTS

CONTINUED

141

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

In addition to the above movements in deferred tax, a deferred tax credit of £0.1m (2023: debit of £0.6m) has been recognised in other comprehensive income and

a debit of £0.1m (2023: credit of £0.2m) has been taken direct to reserves (Note 25).

The tax on the Group’s profit before tax differs from the amount that would arise using the tax rate applicable to the consolidated profits of the Group as follows:

	2024	2024	2023	2023
	£m	%	£m	%
Profit before tax	51.3		44.4
Tax at 24.0% (2023: 19.0%)	12.3	24.0	8.4	19.0
Tax effects of:
Items that are not deductible in determining taxable profit	0.6	1.2	2.1	4.6
Current tax adjustment in respect of prior years	0.2	0.4	0.7	1.6
Deferred tax adjustment in respect of prior years	(0.3)	(0.6)	(0.7)	(1.6)
Total tax expense	12.8	25.0	10.5	23.6

The weighted average tax rate was 25.0% (2023: 23.6%).

The standard rate of corporation tax applied to reported profit is 24.03% (2023: 19%). The applicable rate has changed following the UK Government’s announcement

that the corporation tax rate would increase from 19% to 25% effective from 1 April 2023. The 24.03% for the year ending 28 January 2024 comprises two months at 19%

and ten months at 25%.

9. Earnings per share

Basic earnings per share has been calculated by dividing the earnings attributable to equity holders of the parent by the weighted average number of shares in issue

during the year, excluding shares held by the employee share scheme trusts.

	2024	2023
Profit attributable to equity holders of the Company (£m)	38.5	33.9
Weighted average number of ordinary shares in issue	111,289,068	111,258,209
Basic earnings per share (pence)	34.59	30.47

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares.

These represent share options granted to employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year.

The number of shares as calculated above is compared with the number of shares that would have been issued assuming the exercise of the share options.

	2024	2023
Profit attributable to equity holders of the Company (£m)	38.5	33.9
Weighted average number of ordinary shares in issue	111,289,068	111,258,209
Adjustment for dilutive effect of share options	1,159,537	920,512
Diluted weighted average number of ordinary shares in issue	112,448,605	112,178,721
Diluted earnings per share (pence)	34.24	30.22

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10. Dividends

Dividends paid in the financial year were as follows:

	2024	2023	2024	2023
	per share	per share	£m	£m
Final dividend	10.60p	10.00p	11.8	11.1
Interim dividend	2.65p	2. 50p	2.9	2.8
	13. 25p	12.50p	14.7	13.9

The directors have proposed a final dividend in respect of the year ended 28 January 2024 of 12.40p per share. It will be paid on 7 June 2024 to all shareholders who

are on the Register of Members on 10 May 2024.

Dividends payable in respect of the financial year were as follows:

	2024	2023
	per share	per share
Final dividend	12.40p	10.60p
Interim dividend	2.65p	2.50p
Total dividend payable	15.05p	13.10p

11. Intangible assets

					Software
			Customer	Water	development
	Goodwill	Brands	relationships	rights	costs	Total
Group	£m	£m	£m	£m	£m	£m
Cost
At 30 January 2022	40.0	65.5	3.9	0.7	11.8	121.9
Additions	1.9	16.9	–	–	–	18.8
At 29 January 2023	41.9	82.4	3.9	0.7	11.8	140.7
Additions	3.3	12.0	–	–	–	15.3
At 28 January 2024	45.2	94.4	3.9	0.7	11.8	156.0
Amortisation
At 30 January 2022	3.6	7. 3	3.9	0.7	7. 8	23.3
Amortisation for the year	–	–	–	–	1.2	1.2
At 29 January 2023	3.6	7.3	3.9	0.7	9.0	24.5
Amortisation for the year	–	–	–	–	1.1	1.1
At 28 January 2024	3.6	7.3	3.9	0.7	10.1	25.6
Carrying amounts
At 28 January 2024	41.6	87.1	–	–	1.7	130.4
At 29 January 2023	38.3	75.1	–	–	2.8	116.2

NOTES TO

THE ACCOUNTS

CONTINUED

143

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

In October 2023, the Group acquired a 100% interest in Rio Tropical Limited (‘Rio Tropical’). Details of brand and goodwill recognised on acquisition are included in

Note 15.

During the year ended 29 January 2023, the Group acquired a 100% interest in Boost Drinks Holdings Limited (‘Boost’). In addition the Group acquired the remaining

38.2% interest in MOMA Foods Ltd (‘MOMA’) having acquired a 61.8% controlling interest in the prior year. Details of brand and goodwill recognised on acquisition

are included in Note 15.

The remaining goodwill and brands recognised relate primarily to the acquisition of Rubicon Drinks Limited and FUNKIN Limited. The software development costs

represent internally generated software development costs and third party consultancy costs in relation to the Business Process Redesign project implemented in 2015.

The customer relationships cost represents intangible assets recognised on the acquisition of Rubicon Drinks Limited and FUNKIN Limited. These costs were amortised

over the assets’ expected useful lives and are now fully amortised.

The amortisation costs for the year to 28 January 2024 have been included in the income statement as administration costs.

					Software
			Customer	Water	development
	Goodwill	Brands	relationships	rights	costs	Total
Company	£m	£m	£m	£m	£m	£m
Cost
At 30 January 2022	1.9	7. 3	1.0	0.7	11.8	22.7
At 29 January 2023	1.9	7. 3	1.0	0.7	11.8	22.7
At 28 January 2024	1.9	7.3	1.0	0.7	11.8	22.7
Amortisation
At 30 January 2022	1.9	7. 3	1.0	0.7	7.9	18.8
Amortisation for the year	–	–	–	–	1.2	1.2
At 29 January 2023	1.9	7. 3	1.0	0.7	9.1	20.0
Amortisation for the year	–	–	–	–	1.1	1.1
At 28 January 2024	1.9	7.3	1.0	0.7	10.2	21.1
Carrying amounts
At 28 January 2024	–	–	–	–	1.6	1.6
At 29 January 2023	–	–	–	–	2.7	2.7

The goodwill and brands recognised in the Company relate to the acquisition of the Strathmore Water business. The software development costs represent internally

generated software development costs and third party consultancy costs incurred in relation to the Business Process Redesign project.

Impairment tests for goodwill and brands

For impairment testing, goodwill and brands are allocated to the cash-generating unit (CGU) representing the lowest level at which goodwill is monitored for internal

management purposes. The Group tests whether there has been any impairment of intangible assets on an annual basis or when there is an indication of impairment.

The recoverable amount of a CGU is based on value in use calculations. These calculations use pre-tax cash flow projections based on financial forecasts approved by

management which cover a five-year period. Cash flows beyond five years are extrapolated using the growth rates and other key assumptions noted below.

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11. Intangible assets continued

The aggregate carrying amounts of goodwill allocated to each CGU are:

	Goodwill	Brands	Total
At 28 January 2024	£m	£m	£m
Rubicon	21.0	43.0	64.0
FUNKIN	14.4	6.8	21.2
MOMA	1.0	8.4	9.4
Boost	1.9	16.9	18.8
Rio Tropical	3.3	12.0	15.3
Total	41.6	87.1	128.7

	Goodwill	Brands	Total
At 29 January 2023	£m	£m	£m
Rubicon	21.0	43.0	64.0
FUNKIN	14.4	6.8	21.2
MOMA	1.0	8.4	9.4
Boost	1.9	16.9	18.8
Total	38.3	75.1	113.4

Key assumptions for each CGU:

	2024		2023
	Long-term		Long-term
	growth rate	Discount rate	growth rate	Discount rate
	%	%	%	%
Rubicon	3.0	10.7	3.0	9.5
FUNKIN	3.0	10.7	3.0	9.5
MOMA	3.0	10.7	3.0	9.5
Boost	3.0	10.7	2.3	9.5
Rio Tropical	1.9	14.4	–	–

Key assumptions used in value in use calculations

The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill:

• Volume growth rates – reflect management expectations of volume growth based on growth achieved to date, current strategy and expected market trends, and

will vary according to each CGU.

• Marginal contribution – being revenue less material costs and all other marginal costs that management considers to be directly attributable to the sale of a given

product. Marginal contribution is based on approved financial budgets. Key assumptions are made within these budgets about pricing, discounts and costs based

on historical data, current strategy and expected market trends.

• Advertising and promotional spend – financial budgets approved by management are used to determine the value assigned to advertising and promotional spend.

This is based on planned spend for year one and strategic intent thereafter.

• Raw material price, production and distribution costs, selling costs and other overhead inflation – based on approved financial budgets, which incorporate current

material coverage, current strategy and expected market trends.

• The discount rate reflects management’s estimate of post-tax cost of capital adjusted for the specific risks impacting on each operating unit. The estimated pre-tax

cost of capital is based on guidance provided by an independent third party to the Group.

Sensitivity analysis was carried out on the above calculations to review possible levels of impairment under a range of different assumptions, e.g. adjusting discount rates.

At a pre-tax rate of 17.5%, or a reduction in long-term growth of 1%, there would be no impairment. Whilst cash flow projections used within the impairment reviews are

subject to inherent uncertainty, a pre-tax rate of 17.7%, or a reduction in the long term growth rate of 1.5% could result in an impairment of MOMA. Reasonably possible

changes to the key assumptions applied in assessing the value in use calculation would not result in a change in the impairment conclusions reached in the other CGUs.

NOTES TO

THE ACCOUNTS

CONTINUED

145

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

12. Property, plant and equipment

		Land and buildings	Plant,
			equipment	Assets under
	Freehold	Long leasehold	and vehicles	construction	Total
Group	£m	£m	£m	£m	£m
Cost or deemed cost
At 30 January 2022	65.5	0.4	113.2	3.9	183.0
Additions	0.4	–	4.0	12.6	17.0
Transfer from assets under construction	0.3	–	0.3	(0.6)	–
Disposals	(0.3)	–	(6.9)	–	(7.2)
At 29 January 2023	65.9	0.4	110.6	15.9	192.8
Additions	0.1	–	2.6	13.2	15.9
Transfer from assets under construction	0.4	–	13.0	(13.4)	–
Disposals	–	–	(8.9)	–	(8.9)
At 28 January 2024	66.4	0.4	117.3	15.7	199.8
Depreciation
At 30 January 2022	8.1	0.4	80.7	–	89.2
Amount charged for year	0.8	–	7. 4	–	8.2
Disposals	(0.1)	–	(7.0)	–	(7.1)
At 29 January 2023	8.8	0.4	81.1	–	90.3
Amount charged for year	0.7	–	8.7	–	9.4
Disposals	–	–	(8.9)	–	(8.9)
At 28 January 2024	9.5	0.4	80.9	–	90.8
Net book value
At 28 January 2024	56.9	–	36.4	15.7	109.0
At 29 January 2023	57.1	–	29.5	15.9	102.5

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12. Property, plant and equipment continued

		Land and buildings	Plant,
			equipment	Assets under
	Freehold	Long leasehold	and vehicles	construction	Total
Company	£m	£m	£m	£m	£m
Cost or deemed cost
At 30 January 2022	42.6	0.3	112.3	3.9	159.1
Additions	0.4	–	3.9	12.6	16.9
Transfer from assets under construction	0.3	–	0.3	(0.6)	–
Disposals	(0.3)	–	(7.0)	–	(7. 3)
At 29 January 2023	43.0	0.3	109.5	15.9	168.7
Additions	0.1	–	2.5	13.2	15.8
Transfer from assets under construction	0.4	–	13.0	(13.4)	–
Disposals	–	–	(8.9)	–	(8.9)
At 28 January 2024	43.5	0.3	116.1	15.7	175.6
Depreciation
At 30 January 2022	4.5	0.3	79.9	–	84.7
Amount charged for year	0.5	–	7.2	–	7.7
Disposals	(0.1)	–	(6.9)	–	(7.0)
At 29 January 2023	4.9	0.3	80.2	–	85.4
Amount charged for year	0.5	–	8.5	–	9.0
Disposals	–	–	(8.9)	–	(8.9)
At 28 January 2024	5.4	0.3	79.8	–	85.5
Net book value
At 28 January 2024	38.1	–	36.3	15.7	90.1
At 29 January 2023	38.1	–	29.3	15.9	83.3

At 28 January 2024, the Group and the Company had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £8.7m

(2023: £8.7m).

NOTES TO

THE ACCOUNTS

CONTINUED

147

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

13. Leases

This note provides information for leases where the Group is a lessee. The Group is not a lessor.

(i) Amounts recognised in the balance sheet

The balance sheet shows the following amounts relating to leases:

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Right-of-use assets
Buildings	1.6	1.8	18.8	18.9
Plant, equipment and vehicles	3.6	3.6	3.6	4.1
	5.2	5.4	22.4	23.0
Lease liabilities
Current	1.8	1.5	3.1	2.9
Non-current	3.1	3.6	17.0	18.4
	4.9	5.1	20.1	21.3

Company only right-of-use assets and lease liabilities relate to assets leased under the asset-backed funding arrangements, as outlined in Note 27.

Additions to the right-of-use assets during 2024 were £1.6m (2023: £2.9m) for the Group and £1.3m (2023: £1.4m) for the Company.

(ii) Amounts recognised in the income statement

The income statement shows the following amounts relating to leases:

	2024	2023
	£m	£m
Depreciation charge of right-of-use assets
Buildings	0.5	0.6
Plant, equipment and vehicles	1.3	1.0
	1.8	1.6
Interest expense (including finance cost)	0.1	0.1
Expense related to short-term leases (included in cost of goods sold and administrative expenses)	0.1	0.1
The total cash outflow for leases	1.9	1.7

At 28 January 2024 the Group has no commitments for short-term leases.

There are no expenses in relation to variable lease payments not included in the measurement of the lease liabilities or income from sub-leasing right-of-use assets.

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13. Leases continued

(iii) The Group’s leasing activities and how these are accounted for

The Group leases various offices, equipment and vehicles. Rental contracts are typically made for fixed periods of 12 months to 10 years, but may have extension

options as described in (iv).

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based

on their relative stand-alone prices. However for leases for real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components

and instead accounts for these as a single lease.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants

other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

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 a rate, initially measured using the index or rate as at the commencement date

• Amounts expected to be payable by the Group under residual value guarantees

• The exercise price of a purchase option if the Group is reasonably certain to exercise that option

• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group,

the lessee’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to

the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group:

• Where possible, uses recent third party financing received by the Group as a starting point, adjusted to reflect changes in financing conditions since third party

financing was received

• Uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases

• Makes adjustments specific to the lease, e.g. term, country, currency and security

Lease payments are allocated between principal 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.

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

• Restoration costs

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Payments associated with short-term leases of equipment and vehicles, and all 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 comprise IT equipment and small items of office furniture.

NOTES TO

THE ACCOUNTS

CONTINUED

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

(iv) Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximise operational flexibility

in terms of managing the assets used in the Group’s operations. The majority of extension and termination options are exercisable only by the Group and not by the

respective lessor.

(v) Residual value guarantees

To optimise lease costs during the contract period, the Group sometimes provides residual value guarantees in relation to equipment leases.

The Group initially estimates and recognises amounts expected to be paid under residual value guarantee as part of the lease liability. Typically, the expected

residual value at lease commencement is equal to or higher than the guaranteed amount, so the Group does not expect to pay anything under the guarantees.

14. Financial instruments

	2024	2023
	£m	£m
Derivative financial assets – current
Derivatives that are designated and effective as hedging instruments carried at fair value:
Foreign currency forward contracts	–	0.1
Derivative financial liabilities – current
Derivatives that are designated and effective as hedging instruments carried at fair value:
Foreign currency forward contracts	0.3	0.1

It is the policy of the Group to enter into foreign exchange forward contracts to manage the foreign currency risk associated with anticipated purchase transactions

out to 18 months. This is hedged on a sliding scale basis where the nearer the time of the purchase, the greater the amount hedged will be.

For the hedges of highly probable forecast purchases, as the critical terms (i.e. the notional amount, life and underlying contracts) of the foreign exchange forward

contracts and their corresponding hedged items are the same, the Group performs a qualitative assessment of effectiveness and it is expected that the value of the

forward contracts and the value of the corresponding hedged items will systematically change in opposite direction in response to movements in the underlying

exchange rates. The Group assesses the ineffectiveness by comparing past changes in the fair value of the foreign exchange forward contracts with changes in

the fair value of a hypothetical derivative.

The main sources of hedge ineffectiveness in these hedging relationships are foreign currency basis spread and the effect of the counterparty and the Group’s own

credit risk on the fair value of the forward contracts, which is not reflected in the fair value of the hedged item attributable to changes in foreign exchange rates.

Both items are not material to the Group. No other sources of ineffectiveness emerged from these hedge relationships.

The cumulative amount of gains and losses on effective hedging instruments are held within the cash flow reserve in “Other reserves”.

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14. Financial instruments continued

The following table details the foreign currency forward contracts outstanding at the end of the reporting period, as well as information regarding their related

hedged items. Foreign currency forward contract assets and liabilities are presented in the line “Derivative financial instruments” (either as assets or as liabilities)

within the statement of financial position. All of the currency forward contracts are designated as cash flow hedges.

			Notional value:		Notional value:			Carrying amount of the hedging
	Average exchange rate		Foreign currency		Local currency			instruments liabilities
			2024	2023	2024	2023	2024	2023
	2024	2023	€m	€m	£m	£m	£m	£m
Buy EUR
Less than 3 months	1.15	1.15	7.2	4.3	6.2	3.8	(0.1)	0.1
3 to 6 months	1.15	1.14	6.6	3.5	5.7	3.1	(0.1)	–
6 to 12 months	1.14	1.13	8.0	2.5	7.0	2.2	(0.1)	–
over 12 months	1.13	1.12	2.8	0.4	2.4	0.4	–	–

			2024	2023	2024	2023	2024	2023
	2024	2023	$m	$m	£m	£m	£m	£m
Buy USD
Less than 3 months	1.27	1.22	1.7	1.7	1.3	1.4	–	(0.1)
3 to 6 months	–	1.22	–	1.3	–	1.1	–	–
							(0.3)	–

Group and Company

Fair value hierarchies 1 to 3 are based on the degree to which fair value is observable:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques.

These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. The fair value

of the forward foreign exchange contracts is determined using forward exchange rates at the date of the statement of financial position, with the resulting value

discounted accordingly as relevant.

NOTES TO

THE ACCOUNTS

CONTINUED

151

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

The following tables show the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets

and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

			Carrying amount
	Fair value –	Other financial	Other financial
	hedging	assets at	liabilities at
Group	instruments	amortised cost	amortised cost	Total
At 28 January 2024	£m	£m	£m	£m
Financial assets – Current
Trade receivables	–	59.8	–	59.8
Short-term investments	–	20.0	–	20.0
Cash and cash equivalents	–	33.6	–	33.6
	–	113.4	–	113.4
Financial liabilities – Non-current
Lease liabilities	–	–	3.1	3.1
	–	–	3.1	3.1
Financial liabilities – Current
Foreign exchange contracts used for hedging	0.3	–	–	0.3
Lease liabilities	–	–	1.8	1.8
Accruals	–	–	30.0	30.0
Trade payables	–	–	36.1	36.1
	0.3	–	67.9	68.2

152

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14. Financial instruments continued

			Carrying amount
			Other financial
	Fair value –	Other financial	liabilities at fair	Other financial
	hedging	assets at	value through	liabilities at
Group	instruments	amortised cost	profit and loss	amortised cost	Total
At 29 January 2023	£m	£m	£m	£m	£m
Financial assets – Non-current
Loan receivable	–	0.5	–	–	0.5
Loan receivable from associate	–	1.0	–	–	1.0
	–	1.5	–	–	1.5
Financial assets – Current
Foreign exchange contracts used for hedging	0.1	–	–	–	0.1
Trade receivables	–	55.8	–	–	55.8
Short-term investments	–	40.0	–	–	40.0
Cash and cash equivalents	–	13.6	–	–	13.6
	0.1	109.4	–	–	109.5
Financial liabilities – Non-current
Contingent consideration	–	–	0.8	–	0.8
Lease liabilities	–	–	–	3.6	3.6
	–	–	0.8	3.6	4.4
Financial liabilities – Current
Bank borrowings	–	–	–	0.7	0.7
Foreign exchange contracts used for hedging	0.1	–	–	–	0.1
Lease liabilities	–	–	–	1.5	1.5
Accruals	–	–	–	27.2	27. 2
Trade payables	–	–	–	37. 2	37. 2
	0.1	–	–	66.6	66.7

The contingent consideration is carried at fair value and classified as Level 3 fair value in the fair value hierarchy. The main unobservable input was whether or not the

profit targets for the pay-out are expected to be met. The performance targets were expected to be met and the fair value of this contingent consideration earned was

estimated to be £0.8m at 29 January 2023. This was reassessed in the year ended 28 January 2024 and the balance released.

The loans receivable balances at 29 January 2023 were reviewed during the year ended 28 January 2024 and it was assessed that there was no reasonable expectation

of recovery and the balances were written off.

NOTES TO

THE ACCOUNTS

CONTINUED

153

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

			Carrying amount
	Fair value –	Other financial	Other financial
	hedging	assets at	liabilities at
Company	instruments	amortised cost	amortised cost	Total
At 28 January 2024	£m	£m	£m	£m
Financial assets – Non-current
Loans to subsidiaries	–	2.6	–	2.6
	–	2.6	–	2.6
Financial assets – Current
Trade and other receivables and amounts due from subsidiary companies	–	59.8	–	59.8
Short-term investments	–	20.0	–	20.0
Cash and cash equivalents	–	22.4	–	22.4
	–	102.2	–	102.2
Financial liabilities – Non-current
Lease liabilities	–	–	17.0	17.0
	–	–	17.0	17.0
Financial liabilities – Current
Foreign exchange contracts used for hedging	0.3	–	–	0.3
Lease liabilities	–	–	3.1	3.1
Accruals	–	–	24.4	24.4
Trade payables and amounts due to other subsidiary companies	–	–	32.4	32.4
	0.3	–	59.9	60.2

154

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14. Financial instruments continued

			Carrying amount
	Fair value –	Other financial	Other financial
	hedging	assets at	liabilities at
Company	instruments	amortised cost	amortised cost	Total
At 29 January 2023	£m	£m	£m	£m
Financial assets – Non-current
Loan receivable	–	0.5	–	0.5
Loan receivable from associate	–	1.0	–	1.0
	–	1.5	–	1.5
Financial assets – Current
Foreign exchange contracts used for hedging	0.1	–	–	0.1
Trade and other receivables and amounts due from subsidiary companies	–	39.0	–	39.0
Short-term investments	–	40.0	–	40.0
Cash and cash equivalents	–	11.5	–	11.5
	0.1	90.5	–	90.6
Financial liabilities – Non-current
Contingent consideration	–	0.8	–	0.8
Lease liabilities	–	–	18.4	18.4
	–	0.8	18.4	19.2
Financial liabilities – Current
Foreign exchange contracts used for hedging	0.1	–	–	0.1
Lease liabilities	–	–	2.9	2.9
Accruals	–	–	20.6	20.6
Trade payables and amounts due to other subsidiary companies	–	–	33.0	33.0
	0.1	–	56.5	56.6

All financial instruments at fair value sit within Level 2 of the fair value hierarchy with the exception of the contingent consideration that sits within Level 3.

The carrying amount of the other financial assets and liabilities approximates to the fair value due to the short-term to maturity and/or not bearing interest.

The cumulative amount of gains and losses on effective hedging instruments are held within the cash flow hedge reserve in “Other reserves” .

NOTES TO

THE ACCOUNTS

CONTINUED

155

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

15. Investment in subsidiaries

	Company
	2024	2023
	£m	£m
Opening investment in subsidiaries	113.6	90.3
Investments made in the year	12.3	23.3
Closing investment in subsidiaries	125.9	113.6

On 24 October 2023 the Group acquired 100% of the shares and voting rights in Rio Tropical Limited (‘Rio’) granting it control. The Group has concluded that, together, the

acquired inputs and processes are a business that will create value by generating revenue in the soft drinks category, supported by the Group’s brand building capability.

The directors have reviewed the Company’s investments for impairment at 28 January 2024 and concluded no impairment is required. See Note 11.

For the four months ended 28 January 2024, Rio contributed income of £0.5m, and a similar impact on profit. Had Rio been a subsidiary for the full financial year, it would

have contributed c.£1.4m income to the Group and c.£1.4m profit.

The value of the identifiable assets and liabilities of Rio Tropical at the date of acquisition were:

	£m
Intangible assets	12.0
Deferred tax	(3.0)
Total identifiable net assets acquired	9.0
Goodwill	3.3
Value on acquisition	12.3
Total consideration	12.3
Represented by:
Cash	12.3

On 5 December 2022, the Group acquired 100% of the shares and voting interests in Boost Drinks Holdings Limited (‘Boost’) granting it control. Included in the identifiable

assets and liabilities of Boost are inputs (inventories, receivables and payables) and an experienced workforce with technical expertise. The Group has concluded that,

together, the acquired inputs and processes are a business that will create value by generating revenue in the soft drinks category, supported by the Group’s brand

building capability.

For the two months ended 29 January 2023, Boost contributed revenue of £7.3m and had an immaterial impact on profit. Had Boost been a subsidiary for the full

financial year, it would have contributed c.£50m revenue to the Group and c.£1.0m profit.

156

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15. Investment in subsidiaries continued

The value of the identifiable assets and liabilities of Boost at the date of acquisition were:

	£m
Property, plant and equipment	0.2
Right-of-use assets	0.3
Intangible assets	16.9
Inventory	6.0
Trade receivables	8.5
Cash and cash equivalents	1.3
Trade payables	(7.1)
Accruals	(2.8)
Lease creditors	(0.3)
Other taxes and social security	(0.7)
Current tax	(0.2)
Deferred tax	(4.1)
Total identifiable net assets acquired	18.0
Goodwill	1.9
Value on acquisition	19.9
Total consideration	19.9
Represented by:
Cash	19.9

On 20 December 2022 the Group acquired the remaining 38.2% equity stake in MOMA Foods Ltd (‘MOMA’) for a total cash consideration of £3.4m.

Acquisition-related costs

The Group incurred acquisition-related costs of £0.1m (year to 29 January 2023 £1.2m) on legal fees and due diligence costs. These costs have been included in

‘Administrative expenses’.

The principal subsidiaries are as follows:

		Country of	Country of principal
Principal subsidiary	Principal activity	incorporation	operations
FUNKIN Limited	Distribution and selling of cocktail solutions	England	UK
FUNKIN USA Limited	Distribution and selling of cocktail solutions	England	UK
Rubicon Drinks Limited	Distribution of fruit based soft-drinks	England	UK
MOMA Foods Ltd	Distribution and selling of oat drinks and cereals	England	UK
Boost Drinks Limited	Distribution and selling of soft-drinks	England	UK
Rio Tropical Limited	Distribution of soft-drinks	England	UK

A.G. BARR p.l.c. holds 100% of the equity and votes of the subsidiaries (Year ended 29 January 2023: 100%). The subsidiaries have the same year end as A.G. BARR p.l.c.

and have been included in the Group consolidation. The companies listed are the trading subsidiaries. Refer to Note 31 for a full list of subsidiary companies.

NOTES TO

THE ACCOUNTS

CONTINUED

157

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

16. Investment in associates

In June 2019, the Group made a £1m investment in Elegantly Spirited Limited, acquiring a 20% stake in the business. In November 2020, a £1m loan was provided

as disclosed in Note 14.

The following entities have been included in the consolidated financial statements using the equity method:

		% of ownership interest		Carrying amount
	Country of incorporation and	2024	2023	2024	2023
Name of entity	principal place of business	%	%	£m	£m
Elegantly Spirited Limited	UK	20	20	–	0.7

The primary business of Elegantly Spirited Limited is a brand builder, marketing and selling a range of zero proof distilled spirits. The address of its registered office

is 19 Langham Street, London, England, W1W 6BP. This investment is consistent with our strategy of building a branded portfolio of products across both alcohol and

non-alcohol beverages. The investment is not considered a material associate and therefore disclosures are limited to the section below.

Aggregate information of associates that are not individually material

	2024	2023
	£m	£m
Carrying amount of individually immaterial associates	–	0.7
Aggregate amounts of the Group’s share of:
Loss from continuing operations	–	–
Total comprehensive expense	–	–

	2024	2023
	£m	£m
Opening balance at start of year	0.7	0.7
Share of operating losses	–	–
Impairment of investment	(0.7)	–
Closing balance at end of year	–	0.7

During the year ended 28 January 2024 an impairment review was undertaken on the investment in associate resulting in the impairment of the full investment.

17. Short-term investments

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Short-term investments	20.0	40.0	20.0	40.0

These deposits are made for durations of three months to no more than six months. These investments are due to mature at various dates by the end of June 2024

with accrued interest receivable on maturity.

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18. Cash and cash equivalents

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Cash and cash equivalents	33.6	13.6	22.4	11.5

Cash and cash equivalents in the table above are included in the cash flow statements.

19. Inventories

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Materials	11.6	9.8	11.6	9.8
Finished goods	24.9	24.9	16.5	12.9
	36.5	34.7	28.1	22.7

20. Trade and other receivables

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Trade receivables	59.9	56.0	43.3	39.1
Less: loss allowance	(0.1)	(0.2)	(0.1)	(0.1)
Trade receivables – net	59.8	55.8	43.2	39.0
Prepayments	4.0	4.6	3.7	3.8
Amounts due by subsidiary companies	–	–	2.3	1.9
	63.8	60.4	49.2	44.7

Trade receivables

The average credit period on sales of goods is 60 days. No interest is charged on outstanding trade receivables.

The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated

using a provision matrix by reference to past default experience on the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are

specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction

of conditions at the reporting date. Accordingly, the credit risk profile of these assets is presented based on their past due status in terms of the provision matrix.

The Group writes off a trade receivable when there is information that the debtor is in severe financial difficulty and there is no realistic prospect of recovery,

e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceeding. None of the trade receivables that have been written off are

subject to enforcement activities.

The maximum exposure for both the Group and the Company to credit risk for trade receivables are the balances in the table above.

NOTES TO

THE ACCOUNTS

CONTINUED

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

The following table details the risk profile of trade receivables based on the Group’s provision matrix. As the Group’s historical credit loss experience does not show

significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between

the Group’s different customer base.

The Group’s and Company’s most significant customer, a UK major customer, accounts for £15.0m of the trade receivables carrying amount at 28 January 2024

(29 January 2023: £9.1m).

				Trade receivables – days past due
	Not past due	<30	31–60	61–90	>90	Total
Group – 28 January 2024	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.1%	0.2%	5.6%	1.8%	3.2%
Expected total gross carrying amount at default	56.7	1.9	0.6	0.2	0.5
Lifetime ECL	0.1	–	–	–	–	0.1

				Trade receivables – days past due
	Not past due	<30	31–60	61–90	>90	Total
Group – 29 January 2023	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.1%	0.1%	0.6%	42.4%	6.0%
Expected total gross carrying amount at default	48.9	4.2	1.5	–	1.4
Lifetime ECL	0.1	–	–	–	0.1	0.2

				Trade receivables – days past due
	Not past due	<30	31–60	61–90	>90	Total
Company – 28 January 2024	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.1%	0.8%	14.2%	28.5%	35.6%
Expected total gross carrying amount at default	42.9	0.2	0.2	–	–
Lifetime ECL	0.1	–	–	–	–	0.1

				Trade receivables – days past due
	Not past due	<30	31–60	61–90	>90	Total
Company – 29 January 2023	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.1%	1.4%	19.9%	39.2%	50.3%
Expected total gross carrying amount at default	39.0	–	–	–	0.1
Lifetime ECL	–	–	–	–	0.1	0.1

The carrying amount of the Group and Company’s external trade and other receivables are denominated in the following currencies:

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
UK Sterling	63.2	59.5	48.9	44.3
Euro	0.4	0.5	0.3	0.4
US Dollar	0.2	0.4	–	–
	63.8	60.4	49.2	44.7

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21. Loans and other borrowings

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Current
Bank borrowings	–	0.7	–	–
Lease liabilities	1.8	1.5	3.1	2.9
Non-current
Lease liabilities	3.1	3.6	17.0	18.4
Total borrowings	4.9	5.8	20.1	21.3

All of the Group’s borrowings are denominated in UK Sterling.

As disclosed in Note 15, the Group made an investment in Boost in the year ended 29 January 2023. The bank borrowing at the year end represents the overdraft of

Boost at the year end date.

As at 28 January 2024, the Group had access to £20m of revolving credit facilities over a period of three years with Royal Bank of Scotland plc. This facility is due to

expire in February 2026.

Arrangement fees associated with loan facilities are included in the finance costs line in the income statement.

During the year to 26 January 2014, certain property assets were transferred into A.G. BARR Scottish Limited Partnership and are being leased back to the Company

under a 21-year lease agreement. Further details are included within Note 27.

The maturity analysis of the lease liabilities are shown in the table below:

	Group		Company
	Lease liabilities		Lease liabilities
	2024	2023	2024	2023
	£m	£m	£m	£m
Less than one year	1.8	1.5	3.1	2.9
One to two years	1.5	1.4	2.9	2.8
Two to three years	1.2	1.1	2.6	2.6
Three to four years	0.4	0.8	2.0	2.3
Four to five years	–	0.3	1.8	1.8
Later than five years	–	–	12.9	14.4
	4.9	5.1	25.3	26.8
Less: Unearned interest	–	–	(5.2)	(5.5)
	4.9	5.1	20.1	21.3

NOTES TO

THE ACCOUNTS

CONTINUED

161

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

The movements in the Group borrowings are analysed as follows:

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Opening borrowings balance	5.8	4.4	21.3	21.9
Net lease movements	(0.2)	1.0	(1.2)	(0.6)
Bank overdraft utilised	–	0.7	–	–
Borrowings acquired/drawn-down	5.0	–	5.0	–
Repayments of borrowings	(5.7)	(0.3)	(5.0)	–
Closing borrowings balance	4.9	5.8	20.1	21.3

Reconciliation to net funds:

	2024	2023	2024	2023
	£m	£m	£m	£m
Closing borrowings balance	(4.9)	(5.8)	(20.1)	(21.3)
Short-term investments (Note 17)	20.0	40.0	20.0	40.0
Cash and cash equivalents (Note 18)	33.6	13.6	22.4	11.5
Net funds	48.7	47.8	22.3	30.2

The facilities at 28 January 2024 were as follows:

	Total facility	Drawn	Undrawn
	£m	£m	£m
Revolving credit facility – five years, expires February 2026	20.0	–	20.0
	20.0	–	20.0

The facilities at 29 January 2023 were as follows:

	Total facility	Drawn	Undrawn
	£m	£m	£m
Revolving credit facility – five years, expires February 2026	20.0	–	20.0
Overdraft	1.0	0.7	0.3
	21.0	0.7	20.3

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21. Loans and other borrowings continued

The table below details changes in the Group and Company’s liabilities arising from financing activities, including both cash and non-cash changes.

	At	Interest	Lease liability	New	Financing	At
	29 January 2023	charged	unwind	leases	cash flows	28 January 2024
Group	£m	£m	£m	£m	£m	£m
Borrowings	0.7	–	–	–	(0.7)	–
Interest paid	–	0.1	–	–	(0.1)	–
Lease liabilities (Note 13)	5.1	(0.1)	–	1.6	(1.9)	4.7
Total liabilities from financing activities	5.8	–	–	1.6	(2.7)	4.7
Company	£m	£m	£m	£m	£m	£m
Lease liabilities (Note 13)	21.3	0.1	(0.9)	1.3	(1.7)	20.1
Total liabilities from financing activities	21.3	0.1	(0.9)	1.3	(1.7)	20.1

22. Trade and other payables

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Current
Trade payables	36.1	37.2	28.4	27. 3
Other taxes and social security costs	4.2	3.6	2.8	3.0
Accruals	30.0	31.5	24.4	24.5
Amounts due to subsidiary companies	–	–	4.0	5.7
	70.3	72.3	59.6	60.5

Trade payables have decreased by £1.1m (2023: increase by £21.4m) as a result of the phasing of the January 2024 supplier payment runs.

Trade payables and amounts due to subsidiaries are repayable within six months.

23. Provisions

		Customer
	Business	related	Repairs/	Supplier related
	reorganisation	provisions	Dilapidations	commitments	Total
Group	£m	£m	£m	£m	£m
Opening provision at 30 January 2022	0.6	0.4	0.5	0.5	2.0
Provision created during the year	0.3	0.1	0.2	–	0.6
Provision utilised during the year	(0.6)	(0.4)	(0.3)	(0.5)	(1.8)
Closing provision at 29 January 2023	0.3	0.1	0.4	–	0.8
Provision created during the year	–	–	–	–	–
Provision utilised during the year	(0.3)	–	–	–	(0.3)
Closing provision at 28 January 2024	–	0.1	0.4	–	0.5

NOTES TO

THE ACCOUNTS

CONTINUED

163

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

		Customer
	Business	related	Repairs/	Supplier related
	reorganisation	provisions	Dilapidations	commitments	Total
Company	£m	£m	£m	£m	£m
Opening provision at 30 January 2022	0.6	0.4	0.3	0.5	1.8
Provision created during the year	0.3	0.1	–	–	0.4
Provision utilised during the year	(0.6)	(0.4)	(0.1)	(0.5)	(1.6)
Closing provision at 29 January 2023	0.3	0.1	0.2	–	0.6
Provision created during the year	–	–	–	–	–
Provision utilised during the year	(0.3)	–	–	–	(0.3)
Closing provision at 28 January 2024	–	0.1	0.2	–	0.3

The provisions above primarily relate to customer related provisions, and for any known obligations for substantial repairs. The majority of the provisions are expected

to be utilised within 12 months.

24. Other non-current liabilities

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Contingent consideration	–	0.8	–	0.8
	–	0.8	–	0.8

The acquisition of Boost Drinks Holding Limited in December 2022 comprised both an initial payment of £19.9m and a potential future consideration of up to £12.0m

depending on the successful delivery of future performance during an earn-out period and an accrual was made in the year ended 29 January 2023 in relation to this.

In the year ending 28 January 2024, the conditions associated with the earn-out have not been met and the prior year accrued consideration has been released.

164

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25. Deferred tax assets and liabilities

	Retirement
	benefit	Share-based	Cash flow	Accelerated tax	Total deferred	Net deferred tax
	obligations	payments	hedge	depreciation	tax liability	liability
Group	£m	£m	£m	£m	£m	£m
At 30 January 2022	(4.9)	0.3	–	(16.9)	(21.5)	(21.5)
Credit to the income statement (Note 8)	(1.2)	(0.3)	–	(1.5)	(3.0)	(3.0)
Charge to other comprehensive income	0.6	–	–	–	0.6	0.6
Arising on acquisition	–	–	–	(4.3)	(4.3)	(4.3)
At 29 January 2023	(5.5)	–	–	(22.7)	(28.2)	(28.2)
Credit to the income statement (Note 8)	–	0.4	–	(1.5)	(1.1)	(1.1)
(Credit)/charge to other comprehensive income	(0.2)	–	0.1	–	(0.1)	(0.1)
Arising on acquisition	–	–	–	(3.0)	(3.0)	(3.0)
Charge to equity	–	0.1	–	–	0.1	0.1
At 28 January 2024	(5.7)	0.5	0.1	(27.2)	(32.3)	(32.3)

	Retirement
	benefit	Share-based	Cash flow	Accelerated tax	Total deferred	Net deferred tax
	obligations	payments	hedge	depreciation	tax liability	liability
Company	£m	£m	£m	£m	£m	£m
At 30 January 2022	(4.9)	0.2	–	(4.4)	(9.1)	(9.1)
Credit to the income statement	(1.2)	(0.3)	–	(1.8)	(3.3)	(3.3)
Charge to other comprehensive income	0.6	–	–	–	0.6	0.6
At 29 January 2023	(5.5)	(0.1)	–	(6.2)	(11.8)	(11.8)
Credit to the income statement	–	0.4	–	(1.5)	(1.1)	(1.1)
(Credit)/charge to other comprehensive income	(0.2)	–	0.1	–	(0.1)	(0.1)
Charge to equity	–	0.1	–	–	0.1	0.1
At 28 January 2024	(5.7)	0.4	0.1	(7.7)	(12.9)	(12.9)

No deferred tax asset is recognised in the statement of financial position for unused capital losses within the Company of £4.0m (2023: £4.0m).

NOTES TO

THE ACCOUNTS

CONTINUED

165

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

26. Financial risk management

Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk and price risk),

credit risk and liquidity risk. The Board has delegated the management of the Group’s overall financial risk programme to the Treasury and Commodity Committee;

this risk programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The

Group uses derivative financial instruments to hedge certain risk exposures.

Financial risk management is carried out in accordance with policies approved by the Board of Directors. Management identifies, evaluates and manages financial

risks in close cooperation with the Group’s business units. The Board provides guidance on overall market risk management, including use of derivative financial

instruments and investment of excess liquidity.

In addition, the Treasury and Commodity Committee deals with a range of other treasury matters, details of which are provided in the Corporate Governance Report.

Market risk

Foreign exchange risk

The Group operates internationally. The Group primarily buys and sells in Sterling but does make purchases and sales denominated in US Dollars and Euros. Due to

the hedging arrangements that have been in place for the year ended 28 January 2024, if Sterling had weakened/strengthened by 5% against the US Dollar or Euro,

with all other variables held constant, there would not have been a material effect on post-tax profit (year ended 29 January 2023: no material impact on post-tax profit).

See also Note 14 for information regarding hedging.

The Group periodically enters into option contracts to purchase foreign currencies where the value and volume of trading purchases is known. The Treasury and

Commodity Committee assesses whether hedge accounting should be applied for each FX option contract.

Price risk

The Group is not exposed to equity securities price risk because no such investments are held by the Group other than within pension scheme assets.

The Group purchases a wide range of commodities in the ordinary course of business. Exposure to changes in the market price of certain of these commodities, including

sugar, plastic, aluminium and mango, is managed through the use of forward physical supply contracts, primarily to convert floating or indexed prices to fixed prices.

The use of such contracts to hedge commodity exposures is governed by the Group’s risk policies and is continually monitored by the Treasury and Commodity Committee.

Commodity derivatives also provide a way to meet customers’ pricing requirements whilst achieving a price structure consistent with the Group’s overall pricing strategy.

All of the Group’s commodity derivatives are treated as “own use” contracts, which are outside the scope of IFRS 9, since they are both entered into, and continue to

be held, for the purposes of the Group’s ordinary operations, and are not net settled (the Group takes physical delivery of the commodity concerned). “Own use”

contracts do not require accounting entries until the commodity purchase crystallises.

The majority of the Group’s forward physical contracts and commodity derivatives have original maturities of less than one year.

As all of the commodity contracts qualify for the “own use” treatment, no sensitivity analysis has been carried out.

166

A.G. BARR p.l.c. Annual Report and Accounts 2024

26. Financial risk management continued

Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from long-term borrowings and short-term investments. Borrowings and investments are obtained at fixed rates reducing the

Group’s exposure to cash flow interest rate risk.

For the year ended 28 January 2024, if interest rates on Sterling-denominated borrowings at that date had been 1.0% higher/lower, with all other variables held constant,

there would have been an immaterial change in the post-tax profit for the year (year ended 29 January 2023: immaterial impact on post-tax profit).

Credit risk

Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures

to major and direct to store customers, including outstanding receivables and committed transactions.

For banks and financial institutions where the company holds cash and cash equivalents, short-term investments and borrowing, only independently rated parties with

a minimum rating of “A” are accepted. If major customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control

processes assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set by senior

management, based on internal or external ratings. The utilisation of credit limits is regularly monitored. Sales to direct to store customers are largely settled in cash

in order to manage credit risk from smaller, independent stores.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed

credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying business, the Group maintains flexibility in funding by

maintaining sufficient cash reserves and the availability of borrowing facilities. See Note 21 for disclosures of committed facilities.

Management monitors rolling forecasts of the Group’s liquidity reserve (which comprises undrawn borrowing facilities and cash and cash equivalents) on the basis of

expected cash flows. This is carried out at a Group level and involves projecting forward cash flows and considering the level of liquid assets necessary to meet excesses

of expenditure relative to income.

The Group and Company also enters into forward commodity contracts that are not held on the balance sheet. Commitments are shown in the table below, all of

which are payable within one year.

	Total contractual outflow
	2024	2023
Group and Company	£m	£m
Forward commodity contracts	26.2	13.8

NOTES TO

THE ACCOUNTS

CONTINUED

167

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

The undiscounted contractual cash flows of financial liabilities are presented in the table below:

							Total
							contractual
Year ended 28 January 2024	Within 1 year	1 – 2 years	2 – 3 years	3 – 4 years	4 – 5 years	5 years +	outflow
Group	£m	£m	£m	£m	£m	£m	£m
Trade and other payables	36.1	–	–	–	–	–	36.1
Accruals	30.0	–	–	–	–	–	30.0
Leases	1.8	1.5	1.2	0.4	–	–	4.9
Borrowings	–	–	–	–	–	–	–
Derivatives	20.2	2.4	–	–	–	–	22.6
	88.1	3.9	1.2	0.4	–	–	93.6
Company
Trade and other payables	28.4	–	–	–	–	–	28.4
Amounts due to subsidiary companies	4.0	–	–	–	–	–	4.0
Accruals	24.4	–	–	–	–	–	24.4
Leases	3.1	2.9	2.6	2.0	1.8	12.9	25.3
Derivatives	20.2	2.4	–	–	–	–	22.6
	80.1	5.3	2.6	2.0	1.8	12.9	104.7

							Total
							contractual
Year ended 29 January 2023	Within 1 year	1 – 2 years	2 – 3 years	3 – 4 years	4 – 5 years	5 years +	outflow
Group	£m	£m	£m	£m	£m	£m	£m
Trade and other payables	37. 2	–	–	–	–	–	37. 2
Accruals	31.5	–	–	–	–	–	31.5
Contingent consideration	–	0.8	–	–	–	–	0.8
Leases	1.5	1.4	1.1	0.8	0.3	–	5.1
Borrowings	0.7	–	–	–	–	–	0.7
Derivatives	11.5	0.4	–	–	–	–	11.9
	82.4	2.6	1.1	0.8	0.3	–	87. 2
Company
Trade and other payables	27. 3	–	–	–	–	–	2 7. 3
Amounts due to subsidiary companies	5.7	–	–	–	–	–	5.7
Accruals	24.5	–	–	–	–	–	24.5
Contingent consideration	–	0.8	–	–	–	–	0.8
Leases	2.9	2.8	2.6	2.3	1.8	14.4	26.8
Derivatives	11.5	0.4	–	–	–	–	11.9
	71.9	4.0	2.6	2.3	1.8	14.4	97.0

168

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26. Financial risk management continued

Capital risk management

The Group defines “capital” as being net debt (including lease liabilities) plus equity.

The Group’s objective when managing capital is to maintain an appropriate capital structure to balance the needs of the Group, whilst operating within its bank covenants.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group

has a number of options available to it, including modifying dividend payments to shareholders, returning capital to shareholders or issuing new shares. In this way,

the Group balances returns to shareholders between long-term growth and current returns whilst maintaining capital discipline in relation to investing activities and

taking any necessary action on costs to respond to the current environment.

The Group monitors existing equity in issuance on the basis of the net debt/EBITDA ratio. Net debt is calculated as being the net of cash and cash equivalents,

interest-bearing loans and borrowings. The net debt/EBITDA ratio enables the Group to plan its capital requirements in the medium term. The Group uses this measure

to provide useful information to financial institutions and investors. The Group believes that the current net debt/EBITDA ratio together with existing shares in issuance

provides a secure capital structure with a strong level of financial flexibility to enable the Group to take advantage of opportunities that may arise.

For the year ended 28 January 2024, there was a net cash surplus of £53.6m (year ended 29 January 2023: net cash surplus of £52.9m) with cash and cash equivalent

balances of £33.6m, short-term investments of £20.0m and no bank borrowings (year ended 29 January 2023: £13.6m, £40.0m, £0.7m respectively).

The Group monitors capital efficiency on the basis of the return on capital employed ratio (ROCE). In the financial year ended 28 January 2024, ROCE remained strong

at 18.7% (2023: 18.0%).

27. Retirement benefit obligations

During the year the Company operated the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme (the ‘2008 Scheme’). The 2008 Scheme comprises a funded

defined benefit section based on final salary and a defined contribution section. The defined benefit section was closed to future accrual from 1 May 2016. The defined

contribution section of the 2008 Scheme was closed to new entrants and new contributions from 30 June 2021 and all defined contribution assets were transferred to the

A.G. Barr Retirement Plan, an outsourced master trust pension arrangement, in September 2021. Under the defined benefit section of the 2008 Scheme, employees

are entitled to retirement benefits based on final pensionable pay. No other post-retirement benefits are provided.

Defined benefit scheme: Actuarial valuation

The assets of the defined benefit section of the 2008 Scheme are held separately from those of the Company and are invested in managed funds. A full valuation of

the defined benefit section of the 2008 Scheme was conducted as at 5 April 2023 using the attained age method and a surplus of £3.2m was determined at that date.

The defined benefit section of the 2008 Scheme exposes the Group to actuarial risks such as longevity risk, interest rate risk and market investment risk.

Responsibility for governance of the plans, including investment decisions and contribution schedules, lies jointly with the Company and the board of pension trustees.

The board of trustees is composed of representatives from the Company scheme members and an independent trustee in accordance with the 2008 Scheme’s rules.

NOTES TO

THE ACCOUNTS

CONTINUED

169

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Defined benefit scheme: IAS 19 information

The full actuarial valuation carried out at 5 April 2023 was updated to 28 January 2024 by a qualified independent actuary.

The valuation used for the defined benefit schemes has been based on market conditions as at the Company year end.

The amounts recognised in the statement of financial position are as follows:

	Group		Company
	2024	2023	2024	2023
	£m	£m	£m	£m
Present value of funded obligations	(69.3)	(76.9)	(69.3)	(76.9)
Fair value of scheme assets	72.5	79.3	72.5	79.3
Deficit recognised under IAS 19	3.2	2.4	3.2	2.4
Company contribution made to pension scheme in the year to 26 January 2014	–	–	14.4	15.3
Surplus recognised in the statement of financial position	3.2	2.4	17.6	17. 7

The movement in the defined benefit obligation over the year is as follows:

	Fair value	Present value
	of plan assets	of obligation	Total
Group and Company	£m	£m	£m
At 29 January 2023	79.3	(76.9)	2.4
Current and past service cost	–	–	–
Interest income/(expense)	3.4	(3.3)	0.1
Total cost recognised in income statement	3.4	(3.3)	0.1
Remeasurements
– changes in demographic assumptions	–	2.4	2.4
– changes in financial assumptions	–	5.7	5.7
– experience	–	(1.4)	(1.4)
– actuarial return on assets excluding amounts recognised in net interest	(6.0)	–	(6.0)
Total remeasurements recognised in other comprehensive income	(6.0)	6.7	0.7
Cash flows
Employer contributions	–	–	–
Benefits paid	(4.2)	4.2	–
Total cash outflow	(4.2)	4.2	–
At 28 January 2024	72.5	(69.3)	3.2

This table excludes the Company contribution made to the pension scheme through the asset-backed funding arrangement as described below and reconciled in the

table above.

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27. Retirement benefit obligations continued

On 1 May 2016, the defined benefit section of the 2008 Scheme was closed to future accrual following a negotiated agreement between the Company and the board

of trustees.

The Company made a £1.0m contribution to the defined benefit section of the 2008 Scheme each year in May 2016 through May 2022. A further contribution of £1.0m was

due to be paid in May 2023 but this was prepaid in the year ended 29 January 2023 to support the 2008 Scheme’s liquidity during a period of stock market turbulence.

The movement in the defined benefit obligation in the year to 29 January 2023 was as follows:

	Fair value	Present value
	of plan assets	of obligation	Total
Group and Company	£m	£m	£m
At 30 January 2022	113.9	(114.9)	(1.0)
Current service cost and past service cost	–	–	–
Interest income/(expense)	2.4	(2.4)	–
Total cost recognised in income statement	2.4	(2.4)	–
Remeasurements
– changes in demographic assumptions	–	4.4	4.4
– changes in financial assumptions	–	34.5	34.5
– experience	–	(3.3)	(3.3)
– actuarial return on assets excluding amounts recognised in net interest	(37.1)	–	(37.1)
Total remeasurements recognised in other comprehensive income	(37.1)	35.6	(1.5)
Cash flows
Employer contributions	4.9	–	4.9
Benefits paid	(4.8)	4.8	–
Total cash outflow	0.1	4.8	4.9
At 29 January 2023	79.3	(76.9)	2.4

This table excludes the Company contribution made to the 2008 Scheme through the asset-backed funding arrangement as described below and reconciled in the

table above.

Asset-backed funding arrangement

During the year to 26 January 2014, the Company established the A.G. BARR Scottish Limited Partnership (the ‘Partnership’) and through the Partnership has entered

into a long-term pension funding arrangement with the 2008 Scheme.

Under this arrangement certain property assets were transferred into the Partnership and are being leased back to A.G. BARR p.l.c. under a 21-year lease agreement,

generating an income stream of £1.1m per annum for the 2008 Scheme, increasing annually in line with inflation.

The Partnership is controlled by A.G. BARR p.l.c. and its results are consolidated by the Group. The value of the properties transferred into the Partnership remains

included on the Group’s and Company’s balance sheet at carrying values at the date of transfer with the Group and Company retaining full operational control over

these properties.

NOTES TO

THE ACCOUNTS

CONTINUED

171

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

At the end of the term of the relevant lease, or earlier if the 2008 Scheme becomes fully funded to the extent that the members’ benefits can be secured with an

insurance company, the Company has the option to repurchase the properties in the Partnership for an agreed fixed price.

A “structured entity” is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when

any voting rights relate only to administrative tasks and the relevant activities are directed by means of contractual arrangements. As outlined above, during a prior

year, certain freehold properties were transferred to a limited Partnership (a structured entity) established by the Group, the main purpose of which is to lease these

properties to a Group company and, as a result, to provide the Group’s 2008 Scheme with a distribution of profits in the Partnership.

The distribution is subject to discretion exercisable by the Group in certain circumstances; however, given that the Group has the ability to control the limited Partnership

by making an additional contribution into the 2008 Scheme, it is the view of the directors that the Group controls the limited Partnership and therefore it is treated as a

consolidated entity.

The carrying value of the properties sold to the Partnership and leased back to the Company remain included on the Group’s and Company’s balance sheet and continue

to be depreciated in line with the Group’s and Company’s accounting policies with the Group and Company retaining full operational control over these properties.

The Group has taken advantage of the exemption conferred by Regulation 7 of the Partnerships (Accounts) Regulations 2008 and has, therefore, not appended the

accounts of this qualifying partnership to these financial statements. Separate accounts for the Partnership are not required to be, and have not been, filed at

UK Companies House.

As part of the funding arrangement, the Company made a one-off payment to the 2008 Scheme of £20.4m to allow it to invest in the Partnership and in prior years

this has been treated as a reduction in the carrying value of the retirement benefit obligation.

As the Partnership results are consolidated within the Group results, no balances are recognised in the consolidated statement of financial position.

Financial assumptions

	2024	2023
Discount rate	5.0%	4.4%
Inflation assumption	3.1%	3.2%

Mortality assumptions

	2024	2023
Average future life expectancy (in years) for a male pensioner aged 65	22	22
Average future life expectancy (in years) for a female pensioner aged 65	23	23
Average future life expectancy (in years) at age 65 for a male non-pensioner aged 45	23	23
Average future life expectancy (in years) at age 65 for a female non-pensioner aged 45	25	25

The mortality tables adopted in finalising the fair value of the liabilities are the 2022 VITA tables based on the member’s year of birth.

This assumes that the expected age at death for males is 87 to 88 and for females is 88 to 90, depending on their age at 28 January 2024.

172

A.G. BARR p.l.c. Annual Report and Accounts 2024

27. Retirement benefit obligations continued

The fair value of scheme assets at the year end dates is analysed as follows:

	2024			2023
	Quoted*	Unquoted	Quoted*	Unquoted
	£m	£m	£m	£m
Equities	6.5	–	2.3	–
Bonds	17.0	–	19.2	–
Debt	8.1	–	15.2	–
Cash	–	8.7	–	7.1
Buy-in policy	–	32.2	–	35.5
Total market value of scheme assets	31.6	40.9	36.7	42.6

* Quoted prices for identical assets or liabilities in active markets.

Sensitivity review

The sensitivity of the overall pension liability to changes in the principal assumptions is:

Year ended 28 January 2024	Change in assumption	Impact on overall liabilities
Discount rate	Increase/decrease by 2%	Decreases/increases liabilities by £20.5m
Rate of inflation	Increase/decrease by 1%	Increases/decreases liabilities by £3.5m
Life expectancy	Increase/decrease by one year	Increases/decreases liabilities by £2.8m

Year ended 29 January 2023	Change in assumption	Impact on overall liabilities
Discount rate	Increase/decrease by 2%	Decreases/increases liabilities by £24.2m
Rate of inflation	Increase/decrease by 1%	Increases/decreases liabilities by £4.0m
Life expectancy	Increase/decrease by one year	Increases/decreases liabilities by £3.1m

Methods and assumptions used in preparing the sensitivity analyses

The sensitivities disclosed were calculated using approximate methods taking into account the duration of the 2008 Scheme’s liabilities. They have been calculated

consistently with last period’s disclosures, however these change over time with financial conditions and assumptions.

NOTES TO

THE ACCOUNTS

CONTINUED

173

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Risks to which the 2008 Scheme exposes the Company

The nature of the 2008 Scheme exposes the Company to the risk of paying unanticipated additional contributions to the 2008 Scheme in times of adverse experience.

The most financially significant risks are likely to be:

– Asset volatility

The 2008 Scheme’s liabilities are calculated using a discount rate set with reference to corporate bond yields in line with the requirements of IAS 19R. If the 2008 Scheme

assets underperform this yield, this will create a deficit. The plan holds investments in a diversified portfolio, primarily equity and bonds, which are expected to

outperform corporate bonds in the long term but provide volatility and risk in the short term.

The board of pension trustees have made a number of steps to control the level of investment risk within the 2008 Scheme. The Trustee and the Company agreed to

purchase an annuity policy with Canada Life in April 2016 to cover all future pension payments to certain members of the 2008 Scheme. This policy was purchased at a

cost of £34.7m and secures the total amount of future pension payments for 100 of the 2008 Scheme’s pensioner members. A second annuity contract was purchased

with Canada Life in September 2019 at a cost of £22.7m and secures the total amount of future pension payments for 82 of the 2008 Scheme’s pensioner members.

The board of pension trustees will continue to review the risk exposures in light of the longer-term objectives of the 2008 Scheme.

– Changes in bond yields

A decrease in corporate bond yields will increase the 2008 Scheme’s liabilities. In the event of a reduction in the corporate bond yields, there will be an increase in the

value of the 2008 Scheme’s bond holdings.

– Inflation risk

The Group pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. The majority of the 2008 Scheme’s assets are either unaffected

by inflation (fixed interest bonds) or loosely correlated with inflation (equities), meaning that an increase in inflation will also increase the deficit.

– Life expectancy

The 2008 Scheme’s obligation is to provide benefits for the life of the members. An increase in life expectancy will result in an increase in the 2008 Scheme’s liabilities.

Policy for recognising gains and losses

The Company recognises actuarial gains and losses immediately, through the remeasurement of the net defined benefit liability.

Asset-liability matching strategies used by the 2008 Scheme or the Company

Excluding insurance policies held within the 2008 Scheme the Trustee’s target allocation to growth assets and return seeking income focused assets is c.30%, with the

remaining c.70% in liability matching bonds including corporate bonds, with the aim of striking a balance between:

• maximising the returns on the 2008 Scheme’s assets; and

• minimising the risks associated with the lower than expected returns on the 2008 Scheme’s assets.

The Trustee has entered into a Liability Driven Investment (LDI) mandate with Legal & General Investment Management. This has resulted in interest rate and inflation

hedging levels of over 50% of liabilities (excluding insurance policies and the asset-backed funding arrangement). The LDI funds are invested in a mix of levered gilts,

levered index-linked gilts and cash, with the aim of matching, as closely as possible, the 2008 Scheme’s liability cash flows.

Description of funding arrangements and funding policy that affect future contributions

The Schedule of Contributions dated March 2018 sets out the current contributions payable by the Company to the 2008 Scheme to eliminate the Scheme deficit. This is in

addition to the rental income stream from the asset-backed funding arrangement, that is a commitment which will offset the requirement for future deficit contributions.

174

A.G. BARR p.l.c. Annual Report and Accounts 2024

27. Retirement benefit obligations continued

Expected contributions over the next accounting period

A.G. BARR p.l.c. expects to contribute £2.0m to the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme for the year to 26 January 2025 in respect of commitments

in relation to the Schedule of Contributions agreed post year end, and the 2008 Scheme expects to receive further contributions of approximately £1.2m from the

asset-backed funding arrangement in which the 2008 Scheme holds an interest.

The weighted average duration of the defined benefit obligation is 13 years.

The expected maturity analysis of the undiscounted defined benefit pension benefit, estimated on the 2008 Scheme’s funding is as follows:

	Less than	One to	Two to	Greater than
	one year	two years	five years	five years
Proportion of total pension benefits to be paid as at 5 April 2023	2%	3%	8%	87%
Proportion of total pension benefits to be paid as at 5 April 2022	2%	2%	7%	89%

Note the above disclosure is given as at the date of the last signed financial statements for the 2008 Scheme, and for the comparative year.

Defined contribution scheme

The pension costs for the defined contribution schemes are as follows:

	2024	2023
	£m	£m
Defined contribution costs	4.5	4.0

28. Share capital

		2024		2023
	Shares	£m	Shares	£m
Authorised, issued and fully paid	112,028,871	4.7	112,028,871	4.7

The Company has one class of ordinary shares which carry no right to fixed income. The shares have a nominal value of 4 1/6 pence.

During the year to 28 January 2024, the Company’s employee benefit trusts purchased 732,534 shares (2023: 141,890) shares. The total amount paid to acquire the shares

has been deducted from shareholders’ equity and is included within retained earnings. At 28 January 2024, the shares held by the Company’s employee benefit trusts

represented 1,048,677 (2023: 887,553) shares at a purchased cost of £5.4m (2023: £5.2m).

NOTES TO

THE ACCOUNTS

CONTINUED

175

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Share repurchase programme

During the year ended 25 January 2020, the Group completed a share repurchase programme, purchasing 1,915,772 shares at a total cost of £30.0m.

The permanent capital has been replaced through the creation of a Capital Redemption Reserve, which is included in “Other reserves” within equity in the table below.

The cash flow hedge reserve is also included in “Other reserves” in equity and records the effective portion of movements in the fair value of forward foreign exchange

contracts that have been designated as part of a cash flow hedge relationship.

		Capital
	Cash flow	redemption
	hedge reserve	reserve	Total
Other reserves	£m	£m	£m
At 29 January 2023	(0.1)	0.2	0.1
Movement on cash flow hedge reserve	(0.2)	–	(0.2)
At 28 January 2024	(0.3)	0.2	(0.1)

The share premium reserve contains the premium arising on the issue of equity shares, net of issue expenses.

29. Share-based payments

As disclosed in the Directors’ Remuneration Report, the Group runs a number of share award plans and share option plans:

• Savings Related Share Option Scheme which is open to all employees in participating companies

• LTIP options which are granted to executive directors and senior executives

• AESOP awards that are available to all employees in participating companies

Share-based payment costs and related deferred and current tax charges are recognised within the share option reserve.

Savings Related Share Option Scheme (SAYE)

All SAYEs outstanding at 28 January 2024 and 29 January 2023 have no performance criteria attached other than the requirement for the employee to remain in the

employment of the Company and to continue contributing to the plan. Options granted under the SAYE must be exercised within six months of the relevant award

vesting date.

The SAYE is open to all qualifying employees in employment at the date of inception of the scheme. Options are normally exercisable after three years from the date

of grant. The price at which options are offered is not less than 80% of the average of the middle-market price of the five dealing days immediately preceding the

date of invitation.

176

A.G. BARR p.l.c. Annual Report and Accounts 2024

29. Share-based payments continued

The movements in the number of share options outstanding and their related weighted average exercise prices determined using the Black-Scholes valuation model

are as follows:

	2024		2023
		Average		Average
		exercise price in		exercise price in
	Options	pence per share	Options	pence per share
At start of the year	672,550	530p	679,758	486p
Granted in the year	289,475	463p	160,830	506p
Forfeited	(89,961)	442p	(165,721)	529p
Exercised	(300,054)	428p	(2,317)	428p
At end of the year	572,010	470p	672,550	530p

The weighted average fair value of the share awards made during the period was determined using the Black-Scholes valuation model. The significant inputs to the

model were as follows:

	SAYE
Date of grant	5 May 2023
Number of share awards granted	289,475
Share price at date of grant	514p
Contractual life in years	3
Dividend yield	3%
Expected outcome of meeting performance criteria (at grant date)	70%
Fair value determined at grant date	113p

None of the options listed above were exercisable at the respective year end dates. The outstanding options at the year end had exercise prices of £4.28, £4.59,

£5.06, and £4.63 (2023: £7.45, £4.28, £4.59 and £5.06).

The weighted average share price on the dates that options were exercised in the year to 28 January 2024 was £4.78.

The weighted average remaining contractual life of the outstanding share options at the year end is two years (2023: two years).

NOTES TO

THE ACCOUNTS

CONTINUED

177

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

LTIP

During the year, an award of shares was made to the executive directors and senior executives.

The weighted average fair value of the share awards made during the period was determined using the Black-Scholes valuation model. The significant inputs to the

model were as follows:

	LTIP
Date of grant	11 April 2023
Number of share awards granted	438,318
Share price at date of grant	502p
Contractual life in years	3
Dividend yield	3%
Expected outcome of meeting performance criteria (at grant date)	100%
Fair value determined at grant date	469p

AESOP

As described in the Directors’ Remuneration Report, there are two elements to the AESOP.

The partnership share element provides that for every two shares (year to 29 January 2023: two shares) that a participant purchases in A.G. BARR p.l.c., up to a maximum

contribution of £150 per month, the Company will purchase one matching share. The matching shares purchased are held in trust in the name of the individual.

There are various rules as to the period of time that the shares must be held in trust but after five years, the shares can be released tax free to the participant.

The second element of free shares allows participants to receive shares to the value of a common percentage of their earnings, related to the performance of the

Group. The maximum value of the annual award is £3,600 and the shares awarded are held in trust for five years.

Under the terms of the AESOP rules, any award of free shares to employees is made by the Trustee of the AESOP subject to the Company’s consent.

30. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Details of transactions

between the Company and related parties are as follows:

		Purchase of goods and services
	2024	2023
	£m	£m
Rubicon Drinks Limited	7.4	6.4
FUNKIN Limited	2.6	1.6
Boost Drinks Limited	1.1	–

178

A.G. BARR p.l.c. Annual Report and Accounts 2024

30. Related party transactions continued

The amounts disclosed in the table below are the amounts owed to and due from subsidiary companies that are trading subsidiaries.

The balances are unsecured and are due on demand. The difference between the total of these balances and the amounts disclosed as amounts due by (Note 20)

and to subsidiary companies (Note 22) are balances due by and due to dormant subsidiary companies.

		Amounts owed by related parties		Amounts due to related parties
	2024	2023	2024	2023
	£m	£m	£m	£m
Rubicon Drinks Limited	–	–	3.7	4.5
FUNKIN Limited	–	–	–	2.2
Boost Drinks Limited	1.6	–	0.2	–
MOMA Foods Ltd	2.6	1.8	–	–

The amounts disclosed in the table below were the amounts owed from investments in associates from an interest-free equity convertible loan note.

		Amounts due by related parties
	2024	2023
	£m	£m
Loans to associates
Opening balance	1.0	1.0
Amounts written off	(1.0)	–
Closing balance	–	1.0

As disclosed in Note 14, the loans to associates balances at 29 January 2023 were reviewed during the period to 28 January 2024 and it was assessed that there was

no reasonable expectation of recovery and the balances were written off.

Compensation of key management personnel

The remuneration of the executive directors, non-executive directors and senior executives during the year was as follows:

	2024	2023
	£m	£m
Salaries and short-term benefits	6.8	4.9
Post employment benefits	0.4	0.5
Share-based payments	–	–
	7.2	5.4

The Directors’ Remuneration Report can be found on pages 77 to 92.

Retirement benefit plans

The Group’s retirement benefit plans are administered by an independent third party service provider. During the year, the service provider charged the Group

£0.3m (2023: £0.5m) for administration services in respect of the retirement benefit plans. At the year end, £nil (2023: £nil) was outstanding to the service provider

on behalf of the retirement benefit plans.

NOTES TO

THE ACCOUNTS

CONTINUED

179

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

31. Subsidiaries

The Group’s subsidiaries at 28 January 2024 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly

by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their

principal place of business.

				Ownership interest held by the Group
	Place of business/		2024	2023
Name of entity	country of incorporation	Address	%	%	Principal activities
FUNKIN Limited*	UK	Milton Keynes	100	100	Distribution and selling of cocktail solutions
FUNKIN USA Limited*	USA	Milton Keynes	100	100	Distribution and selling of cocktail solutions
Rubicon Drinks Limited*	UK	Milton Keynes	100	100	Distribution of fruit based soft-drinks
A.G. BARR Capital Partner Limited*	UK	Milton Keynes	100	100	Investment holding company
A.G. BARR General Partner Limited*	UK	Cumbernauld	100	100	Investment holding company
A.G. BARR Pension Trustee Limited	UK	Cumbernauld	100	100	Investment holding company
A.G. BARR Scottish Limited Partnership	UK	Cumbernauld	100	100	Investment holding company
Robert Barr Limited	UK	Cumbernauld	100	100	Non-trading entity
Mandora St Clements Limited	UK	Milton Keynes	100	100	Non-trading entity
Tizer Limited	UK	Milton Keynes	100	100	Non-trading entity
A.G. BARR (Ireland) Limited	Republic of Ireland	Dublin	100	100	Non-trading entity
MOMA Foods Limited*	UK	Milton Keynes	100	100	Distribution and selling of oat drinks and cereals
Boost Drinks Holdings Limited*	UK	Milton Keynes	100	100	Investment holding company
Boost Drinks Limited*	UK	Milton Keynes	100	100	Distribution and selling of soft-drinks
Rio Tropical Limited*	UK	Milton Keynes	100	–	Distribution of soft-drinks

* Under section 479A of the Companies Act 2006 the Group is claiming exemption from audit for the subsidiary company with an “*” in the table above. The parent undertakings, A.G. BARR p.l.c., registered number

SC005653, guarantees all outstanding liabilities to the which the subsidiary company is subject at the end of the financial year (being the year ended 28 January 2024 for each company). The guarantee is

enforceable against the parent undertaking by any person to whom the subsidiary company is liable in respect of those liabilities.

The full address for Cumbernauld is: Westfield House, 4 Mollins Road, Cumbernauld, Scotland, G68 9HD.

The full address for Milton Keynes is: Crossley Drive, Magna Park, Milton Keynes, England, MK17 8FL.

The full address for Dublin is: 25-28 North Wall Quay, Dublin 1, Dublin, Ireland.

32. Subsequent events

On 14th March 2024 the Group announced its intention to reorganise the business in two areas.

Firstly, changing the route to market in the symbols and independent retail channel. This will involve moving the current direct to store delivery model to an enhanced

field sales operation with brands supplied directly through existing wholesale channels.

Secondly, integrating the Boost Drinks business into Barr Soft Drinks which would result in a reduction in duplicated activities and access to the wider Barr Soft Drinks

sales channels and organisation.

The proposals are subject to full and proper consultation with impacted employees over the coming months.

Whilst the proposals are at an early stage, should they go ahead it is estimated that one-off reorganisation costs of c.£5m will be incurred in the 2024/25 year,

with expectations of a 2-3 year payback.

180

A.G. BARR p.l.c. Annual Report and Accounts 2024

Non-GAAP measures are provided because they are tracked by management to assess the Group’s operating performance and to inform financial, strategic and

operating decisions.

Definition of non-GAAP measures used are provided below:

Adjusted basic earnings per share is a non-GAAP measure calculated by dividing adjusted profit attributable to equity holders by the weighted average number

of shares in issue.

Adjusted EBITDA is a non-GAAP measure and is defined as adjusted operating profit before depreciation and amortisation.

Adjusted EBITDA margin is a non-GAAP measure and is calculated as adjusted EBITDA divided by revenue.

Adjusted operating margin is a non-GAAP measure and is calculated by dividing adjusted operating profit by revenue.

Adjusted operating profit is a non-GAAP measure calculated as operating profit after adjusting items.

Adjusted profit before tax is non-GAAP measure calculated as reported profit before tax after adjusting entries as disclosed in the adjusting entries accounting policy.

B Corp status is a certification designation that a business is meeting high standards of verified performance, accountability, and transparency on factors from

employee benefits and charitable giving to supply chain practices and input materials.

Cash capital expenditure is a non-GAAP measure and is defined as the cash outflow on purchases of property, plant and equipment, and is disclosed in the cash

flow statement.

EBITDA is a non-GAAP measure and is defined as operating profit before depreciation and amortisation.

EBITDA margin is a non-GAAP measure and is calculated as EBITDA divided by revenue.

Full year dividend is a non-GAAP measure and is defined as the total dividends declared for the financial year.

Gross margin is a non-GAAP measure calculated by dividing gross profit by revenue.

Like-for-like revenue growth is a non-GAAP measure comparing adjusted revenue in the current year to the prior year excluding Boost revenues in each year.

Net cash at bank is a non-GAAP measure and is defined as the net of cash and cash equivalents plus short-term investments less loans and other borrowings as shown

in the statement of financial position.

Operating margin is a non-GAAP measure calculated by dividing operating profit by revenue.

Profit to cash conversion ratio is a non-GAAP measure and is defined as net cash from operating activities divided by adjusted profit before tax.

Return on capital employed (ROCE) is a non-GAAP measure and is defined as reported profit before tax as a percentage of invested capital. Invested capital is a

non-GAAP measure defined as period end non-current plus current assets less current liabilities excluding all balances relating to any provisions, financial instruments,

interest-bearing liabilities and cash or cash equivalents.

Revenue growth is a non-GAAP measure calculated as the difference in revenue between two reporting periods divided by the revenue of the earlier reporting period.

GLOSSARY

181

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Adjusted Consolidated Income Statements

Year ended 28 January 2024 Year ended 29 January 2023

Reported

£m

Boost

earn-out

accrual

write

back

£m

Adjusted

£m

Reported

£m

MOMA

acquisition

impact

£m

Gain on

sale of

property

£m

Boost

acquisition

fees

£m

Boost

earn-out

£m

Adjusted

£m

Revenue 400.0 – 400.0 317.6 – – – – 317.6

Cost of sales (245.8) – (245.8) (189.5) – – – – (189.5)

Gross profit 154.2 – 154.2 128.1 – – – – 128.1

Other income – – – 1.3 – (1.3) – – –

Operating expenses (104.1) (0.8) (104.9) (84.1) (2.7) – 1.2 0.8 (84.8)

Operating profit 50.1 (0.8) 49.3 45.3 (2.7) (1.3) 1.2 0.8 43.3

Finance income 1.4 – 1.4 0.5 – – – – 0.5

Finance costs (0.2) – (0.2) (1.4) 1.1 – – – (0.3)

Profit before tax 51.3 (0.8) 50.5 44.4 (1.6) (1.3) 1.2 0.8 43.5

Tax on profit (12.8) – (12.8) (10.5) – – – – (10.5)

Profit for the period 38.5 (0.8) 37.7 33.9 (1.6) (1.3) 1.2 0.8 33.0

Adjusting entries:

MOMA acquisition impact – the remeasurement and release of the contingent consideration in respect of MOMA Foods Ltd following the Group’s acquisition of the

remaining 38.2% minority interest in December 2022.

Gain on sale of property – the gain on the disposal of the Newcastle distribution site in the year to 29 January 2023.

Boost acquisition fees – the acquisition fees incurred on the successful acquisition of Boost Drinks Holdings Limited

Boost earn-out – an £0.8m accrual related to the potential payment associated with the acquisition of Boost Drinks Holdings Limited earn-out was made in the year

to 29 January 2023 that was subsequently reversed in the year to 28 January 2024.

Like-for-like revenue growth £m

Revenue for year to 28 January 2024 400.0

Less Boost (64.8)

335.2

Revenue for year to 29 January 2023 317.6

Less Boost (7.3)

310.3

Movement 24.9

Revenue growth 8.0%

RECONCILIATION

OF NON-GAAP

MEASURES

182

A.G. BARR p.l.c. Annual Report and Accounts 2024

EBITDA

2024

£m

2023

£m

Operating profit reported 50.1 45.3

Depreciation and amortisation 12.3 11.0

EBITDA 62.4 56.3

EBITDA margin

2024

£m

2023

£m

Revenue 400.0 317.6

EBITDA 62.4 56.3

EBITDA margin 15.6% 17. 7%

Adjusted EBITDA

2024

£m

2023

£m

Operating profit adjusted 49.3 43.3

Depreciation and amortisation 12.3 11.0

Adjusted EBITDA 61.6 54.3

Adjusted EBITDA margin

2024

£m

2023

£m

Adjusted revenue 400.0 317.6

Adjusted EBITDA 61.6 54.3

Adjusted EBITDA margin 15.4% 17.1%

Adjusted basic EPS

2024 2023

Adjusted profit attributable to equity holders of the Company £m 37.7 33.0

Weighted average number of shares in issue 111,289,068 111,258,209

Adjusted basic EPS (p) 33.88 29.66

Full year dividend

2024

pence

2023

pence

Interim dividend paid 2.65 2.50

Final dividend declared 12.40 10.60

Full year dividend 15.05 13.10

RECONCILIATION

OF NON-GAAP

MEASURES

CONTINUED

183

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Gross margin

2024

£m

2023

£m

Revenue 400.0 317.6

Gross profit 154.2 128.1

Gross margin 38.6% 40.3%

Net cash at bank

2024

£m

2023

£m

Cash and cash equivalents 33.6 13.6

Short-term investments 20.0 40.0

Loans and other borrowings – (0.7)

Net cash at bank 53.6 52.9

Operating margin

2024

£m

2023

£m

Revenue 400.0 317.6

Reported operating profit 50.1 45.3

Operating margin 12.5% 14.3%

Adjusted operating margin

2024

£m

2023

£m

Revenue 400.0 317.6

Adjusted operating profit 49.3 43.3

Adjusted operating margin 12.3% 13.6%

Profit to cash conversion ratio

2024

£m

2023

£m

Net cash from operating activities 48.5 35.9

Adjusted profit before tax 50.5 43.5

Profit to cash conversion ratio 96.0% 82.5%

184

A.G. BARR p.l.c. Annual Report and Accounts 2024

ROCE

2024

£m

2023

£m

Profit before tax 51.3 44.4

Intangible assets 130.4 116.2

Property, plant and equipment 109.0 102.5

Right-of-use assets 5.2 5.4

Investment in associates – 0.7

Inventories 36.5 34.7

Trade and other receivables 63.8 60.4

Current tax (0.7) (0.7)

Trade and other payables (70.3) (72.3)

Invested capital 273.9 246.9

ROCE 18.7% 18.0%

RECONCILIATION

OF NON-GAAP

MEASURES

CONTINUED

185

CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

THE FOLLOWING INFORMATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this report or as to the action you should take,

you should seek your own personal financial advice from: (i) a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services

and Markets Act 2000 if you are resident in the United Kingdom; or (ii) another appropriately authorised independent financial adviser if you are not resident in the United Kingdom.

If you have sold or otherwise transferred all of your shares in A.G. BARR p.l.c., please pass this report, together with the accompanying documents (except the accompanying personalised form of proxy),

as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice is hereby given that the one hundred and twentieth Annual General Meeting of A.G. Barr p.l.c. (the ‘Company’) will be held at the offices of Ernst and Young LLP, G1 Building, 5 George Square,

Glasgow, G2 1DY on Friday 31 May 2024 at 12.00 p.m. to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions and Resolutions

15 and 16 will be proposed as special resolutions. Voting on each of the resolutions will be conducted by way of a poll.

1. To receive and approve the audited accounts of the group and the Company for the year ended 28 January 2024 together with the directors’ and auditor’s reports thereon.

2. To receive and approve the annual statement by the chair of the remuneration committee and the directors’ remuneration report as set out on pages 74 to 76 and pages 77 to 92 respectively of the Company’s

annual report and accounts for the year ended 28 January 2024.

3. To declare a final dividend of 12.40 pence per ordinary share of 4 1/6 pence for the year ended 28 January 2024.

4. To re-elect Mr Mark Allen OBE as a director of the Company.

5. To re-elect Mr Stuart Lorimer as a director of the Company.

6. To re-elect Ms Susan Verity Barratt as a director of the Company.

7. To re-elect Ms Zoe Louise Howorth as a director of the Company.

8. To re-elect Mr Nicholas Barry Edward Wharton as a director of the Company.

9. To re-elect Ms Julie Anne Barr as a director of the Company.

10. To elect Ms Louise Helen Smalley as a director of the Company.

11. To elect Mr Euan Angus Sutherland as a director of the Company.

12. To re-appoint Deloitte LLP as the Company’s auditor, to hold office until the conclusion of the next general meeting at which accounts are laid, and to authorise the audit and risk committee of the board

of directors of the Company to fix their remuneration.

13. THAT the draft new Share Savings Scheme (the ‘2024 SAYE’) produced at the meeting (and, for the purposes of identification, initialled by the Chair), a summary of which is set out at 193 to 195 of the

Company’s annual report and accounts for the year ended 28 January 2024, be and hereby is approved and adopted and the Company be and hereby is authorised to grant options under and otherwise

operate the 2024 SAYE in accordance with its terms until the date which is ten years from the date it is adopted, and it is further resolved that no further options shall be granted under the A.G. BARR p.l.c.

Share Savings Scheme 2014.

NOTICE OF ANNUAL GENERAL MEETING

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14. THAT the board of directors of the Company (the ‘Board’) be and it is hereby generally and unconditionally authorised pursuant to and in accordance with section 551

of the Companies Act 2006 (the ‘2006 Act’) to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe

for or to convert any security into shares in the Company:

(a) up to an aggregate nominal amount of £1,555,956.54; and

(b) up to a further aggregate nominal amount of £1,555,956.54 provided that: (i) they are equity securities (within the meaning of section 560 of the 2006 Act); and

(ii) they are offered by way of a rights issue in favour of the holders of shares (excluding the Company in its capacity as a holder of treasury shares) on the

register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are

proportionate (as nearly as practicable) to the respective numbers of shares held by them on that date subject to such exclusions or other arrangements as the

Board deems necessary or expedient to deal with: (i) equity securities representing fractional entitlements; (ii) treasury shares; and / or (iii) legal or practical

problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever, provided that this

authority shall expire on the earlier of 31 July 2025 and the conclusion of the next annual general meeting of the Company after the passing of this resolution,

save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to

subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares or grant such rights in pursuance of such

an offer or agreement as if the authority conferred hereby had not expired.

15. THAT, subject to the passing of resolution 14 set out in the notice of the annual general meeting of the Company convened for 31 May 2024 (‘Resolution 14’),

the board of directors of the Company (the ‘Board’) be and it is hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the

‘2006 Act’), to allot equity securities (within the meaning of section 560 of the 2006 Act) (including the grant of rights to subscribe for, or to convert any securities

into, ordinary shares of 4 1/6 pence each in the capital of the Company (‘Ordinary Shares’)), wholly for cash either pursuant to the authority conferred on them

by Resolution 14 or by way of a sale of treasury shares (within the meaning of section 560(3) of the 2006 Act) as if section 561(1) of the 2006 Act did not apply to

any such allotment or sale, provided that this power shall be limited to:

(a) the allotment of equity securities, for cash, in connection with a rights issue, open offer or other pre-emptive offer in favour of holders of Ordinary Shares

(excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Board where the

equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of Ordinary

Shares held by them on that date subject to such exclusions or other arrangements in connection with the rights issue, open offer or other offer as the Board

deem necessary or expedient to deal with: (i) equity securities representing fractional entitlements; (ii) treasury shares; and / or (iii) legal or practical problems

arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £466,786.96,

provided that this authority shall expire on the earlier of 31 July 2025 and the conclusion of the next annual general meeting of the Company after the passing

of this resolution, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be

allotted after the expiry of this authority and the Board may allot equity securities pursuant to such an offer or agreement as if the authority conferred hereby

had not expired.

16. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the ‘2006 Act’) to make

one or more market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 4 1/6 pence each in the capital of the Company

(‘Ordinary Shares’), on such terms and in such manner that the directors think fit, provided that:

(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 11,202,887;

(b) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is an amount equal to the higher of: (i) 105% of the average of the middle

market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five dealing days immediately preceding the day

on which the Ordinary Share is purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an

Ordinary Share on the trading venue where the purchase is carried out;

(c) the minimum price which may be paid for an Ordinary Share is an amount equal to its nominal value (in each case exclusive of associated expenses);

(d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the earlier of 31 July 2025 and the conclusion of the next annual

general meeting of the Company after the passing of this resolution, but a contract to purchase Ordinary Shares may be made before such expiry which will

or may be completed wholly or partly thereafter, and a purchase of Ordinary Shares may be made in pursuance of any such contract; and

(e) an Ordinary Share so purchased shall be cancelled or, if the directors so determine and subject to the provisions of applicable laws or regulations of the

Financial Conduct Authority, held as a treasury share.

NOTICE OF ANNUAL

GENERAL MEETING

CONTINUED

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

By order of the Board

Neil C. MacLennan

Company Secretary

23 April 2024

Registered Office

A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD. Registered in Scotland SC005653.

Shareholders should also read the notes to this Notice of Annual General Meeting which are set out on pages 190 to 192 of this report. Those notes provide further

information about shareholders’ entitlement to attend, speak and vote at the Annual General Meeting (and their ability to appoint another person to do so on

their behalf).

Explanatory Notes

The following notes provide an explanation of the resolutions to be considered at the one hundred and twentieth annual general meeting (the ‘AGM’) of A.G. BARR p.l.c.

(the ‘Company’).

The board of directors of the Company (the ‘Board’) considers that all the resolutions to be considered at the AGM are in the best interests of the Company and its

shareholders as a whole and unanimously recommends that you vote in favour of them.

Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must

be in favour of the resolution.

Resolutions 15 and 16 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must

be in favour of the resolution.

Resolution 1 – Receive and approve the reports and accounts

Shareholders are being asked to receive and approve the audited accounts of the group and the Company (as audited by Deloitte LLP) for the year ended 28 January

2024 together with the associated reports of the directors and auditor.

Resolution 2 – Directors’ remuneration

The directors’ remuneration report is divided into three parts: the annual statement by the chair of the remuneration committee, the directors’ remuneration policy

and the directors’ remuneration report.

– The annual statement by the chair of the remuneration committee (which is set out on pages 74 to 76 of this report) provides a summary of the directors’ remuneration

policy and the directors’ remuneration report.

– The directors’ remuneration policy (which is set out on pages 93 to 105 of this report) sets out the Company’s future policy on directors’ remuneration.

– The directors’ remuneration report (which is set out on pages 77 to 92 of this report) gives details of the payments and share awards made to the directors in

connection with their and the Company’s performance during the year ended 28 January 2024. It also details how the Company’s policy on directors’ remuneration

will be operated in the coming year.

Resolution 2 invites shareholders to approve the annual statement by the chair of the remuneration committee and the directors’ remuneration report (other than the

directors’ remuneration policy which was approved at the annual general meeting of the Company held in 2023 and is expected not to be voted on again until the

annual general meeting to be held in 2026) for the year ended 28 January 2024. This resolution is an advisory vote and will not affect the way in which the Company’s

remuneration policy has been implemented. Each year, shareholders will be given an advisory vote on the implementation of the directors’ remuneration policy in

relation to the payments and share awards made to directors during the year under review.

Resolution 3 – Final dividend

Shareholders are being asked to approve a final dividend of 12.40 pence per ordinary share of 4 1/6 pence for the year ended 28 January 2024. If shareholders

approve the recommended final dividend, it will be paid on 7 June 2024 to all shareholders on the Company’s register of members on 10 May 2024.

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Resolutions 4 to 11 inclusive – Re-election and election of directors

The Company’s Articles of Association require that all newly appointed directors retire at the first annual general meeting following their appointment.

Consequently, Ms Louise Helen Smalley and Mr Euan Angus Sutherland will retire and offer themselves for election at the AGM.

The Board complies with the provisions of the UK Corporate Governance Code whereby all directors are subject to annual re-election. Accordingly, all other

directors of the Company are retiring and, with the exception of Mr Jonathan David Kemp and Mr David James Ritchie, offering themselves for re-election.

Biographical details of the directors are set out on pages 56 to 57 of this report. The Board has confirmed that, following formal performance evaluation, all of

the directors continue to perform effectively and demonstrate commitment to their roles. The Board therefore unanimously recommends the proposed re-election

(or election in the case of Ms Louise Helen Smalley and Mr Euan Angus Sutherland) of the directors.

Resolution 12 – Re-appointment of auditor

The Company is required to appoint an auditor at each general meeting at which accounts are presented to shareholders and Deloitte LLP have indicated their willingness

to continue in office. Accordingly, shareholders are being asked to approve the re-appointment of Deloitte LLP as auditor of the Company to hold office until the conclusion

of the next general meeting at which accounts are laid before the Company and to authorise the audit and risk committee of the Board to fix their remuneration.

Resolution 13 – Adoption of new Share Savings Scheme

Under the terms of the A.G. BARR p.l.c. Share Savings Scheme 2014 (the ‘2014 SAYE’), which was approved by the Company in general meeting on 27 May 2014, the

Company can grant options to employees and executive directors who enter into a savings arrangement over a number of years, with the savings eventually used to

fund the option exercise price. No further options may be granted under the 2014 SAYE after 26 May 2024. For this reason, the Board has recommended that a new

SAYE (the ‘2024 SAYE’) be adopted this year. The 2024 SAYE would replace the 2014 SAYE for any future options granted. Resolution 13, which approves the adoption

of the 2024 SAYE, is proposed as an ordinary resolution. The terms of the 2024 SAYE are summarised in pages 193 to 195 of this report.

Resolution 14 – Authority to allot shares

The directors may not allot shares in the Company unless authorised to do so by shareholders in general meeting. Sub-paragraph (a) of Resolution 14, if passed,

will authorise the directors to allot shares having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company’s issued

share capital as at 17 April 2024 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise this authority.

In line with guidance issued by the Investment Association, sub-paragraph (b) of Resolution 14, if passed, will authorise the directors to allot additional shares in

connection with a rights issue having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company’s issued share capital

as at 17 April 2024 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise the authority sought under

sub-paragraph (b) of Resolution 14. However, if such authority is obtained, it will give the Company greater flexibility to allot additional shares for the purpose of a

pre-emptive rights issue. This authority will be used when the directors consider it to be in the best interests of shareholders.

The authorities sought under Resolution 14 will expire on the earlier of 31 July 2025 (being the latest date by which the Company must hold its annual general meeting

in 2025) and the conclusion of the annual general meeting of the Company held in 2025.

Resolution 15 – Disapplication of statutory pre-emption rights

If the directors wish to allot new shares for cash, the Companies Act 2006 states that the shares must be offered first to existing shareholders in proportion to their existing

shareholdings. For legal, regulatory and practical reasons, it might not be possible or desirable for shares allotted by means of a pre-emptive offer to be offered to

certain shareholders, particularly those resident overseas. Furthermore, it might, in some circumstances, be in the Company’s interests for the directors to be able to allot

some shares for cash without having to offer them first to existing shareholders. To enable this to be done, shareholders’ statutory pre-emption rights must be disapplied.

Accordingly, Resolution 15, if passed, will empower the directors to allot a limited number of new equity securities without shareholders’ statutory pre-emption rights

applying to such allotment. The authority conferred by Resolution 15 would also cover the sale of treasury shares for cash.

Sub-paragraph (a) of Resolution 15 will, if passed, confer authority on the directors to make any arrangements which may be necessary to deal with any legal,

regulatory or practical problems arising on a rights issue, an open offer or any other pre-emptive offer in favour of ordinary shareholders, for example, by excluding

certain overseas shareholders from such issue or offer.

NOTICE OF ANNUAL

GENERAL MEETING

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Sub-paragraph (b) of Resolution 15 will, if passed, disapply shareholders’ statutory pre-emption rights by empowering the directors to allot equity securities for cash on

a non pre-emptive basis but only new equity securities having a maximum aggregate nominal value of £466,786.96, representing approximately 10% of the Company’s

issued share capital as at 17 April 2024 (being the latest practicable date prior to the publication of this report).

The authority sought under Resolution 15 will expire on the earlier of 31 July 2025 (being the latest date by which the Company must hold an annual general meeting

in 2025) and the conclusion of the annual general meeting of the Company held in 2025.

Resolution 16 – Purchase of own shares

The Companies Act 2006 permits a company to purchase its own shares provided the purchase has been authorised by shareholders in general meeting.

Resolution 16, if passed, will give the Company the authority to purchase any of its own issued ordinary shares at a price of not less than an amount equal to the

nominal value of an ordinary share and not more than the higher of: (i) 5% above the average of the middle market quotations of the Company’s ordinary shares as

derived from the London Stock Exchange Daily Official List for the five dealing days before any purchase is made; and (ii) the higher of the last independent trade of

an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.

The authority will enable the purchase of up to a maximum of 11,202,887 ordinary shares, representing approximately 10% of the Company’s issued ordinary share

capital as at 17 April 2024 (being the last practicable date prior to the publication of the report), and will expire on the earlier of 31 July 2025 (being the latest date by

which the Company must hold an annual general meeting in 2025) and the conclusion of the annual general meeting of the Company held in 2025.

The directors will only exercise this buy back authority after careful consideration, taking into account market conditions prevailing at the time, other investment

opportunities, appropriate gearing levels and the overall position of the Company. Purchases would be financed out of distributable profits and shares purchased

would either be cancelled (and the number of shares in issue reduced accordingly) or held as treasury shares.

The Company operates two share option schemes under which awards may be satisfied by the allotment or transfer of ordinary shares to a scheme participant.

However, in practice, the Company has always satisfied awards to participants by the transfer of ordinary shares from the trustee of each of the schemes.

As at 17 April 2024 (being the latest practicable date prior to the publication of this report), options had been granted over 1,339,277 ordinary shares (the ‘Option Shares’)

representing approximately 1.19% of the Company’s issued share capital at that date. If the authority to purchase the Company’s ordinary shares (as described in

Resolution 16) was exercised in full, the Option Shares would have represented approximately 1.32% of the Company’s issued share capital as at 17 April 2024. As at

17 April 2024, the Company did not hold any treasury shares.

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NOTES

1. Attending the Annual General Meeting in person

If you wish to attend the Annual General Meeting (‘AGM’) in person, you should arrive at the venue for the AGM in good time to allow your attendance to be

registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company’s registrar,

Equiniti Limited (the ‘Registrar’), prior to being admitted to the AGM.

2. Appointment of a proxy

Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a member

of the Company but must attend the AGM to represent a member. To be validly appointed, a proxy must be appointed using the procedures set out in these notes

and in the notes to the accompanying proxy form.

If a member wishes a proxy to speak on their behalf at the AGM, the member will need to appoint their own choice of proxy (not the Chair of the AGM) and give

their instructions directly to them. Such an appointment can be made using the proxy form accompanying this notice of AGM, electronically, through CREST, or

through Proxymity.

Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more

than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, they should contact the Registrar at

Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA.

A member may instruct their proxy to abstain from voting on a particular resolution to be considered at the AGM by marking the “Withheld” option in relation to that

particular resolution when appointing their proxy. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion

of votes “For” or “Against” the resolution.

The appointment of a proxy will not prevent a member from attending the AGM and voting in person if he or she wishes.

A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint a proxy under

the procedures set out in these notes and should read note 9 below.

3. Appointment of a proxy using a proxy form or electronically

A proxy form for use in connection with the AGM is enclosed. To be valid, any proxy form or other instrument appointing a proxy, together with any power of attorney

or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at

Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA, or submitted electronically at www.shareview.co.uk at least 48 hours before the time of the AGM

or any adjournment of that meeting.

If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the Registrar at Equiniti Limited,

Aspect House, Spencer Road, Lancing, BN99 6DA.

4. Appointment of a proxy through CREST

CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST

Manual and by logging on to: www.euroclear.com. CREST personal members or other CREST sponsored members and those CREST members who have appointed

(a) voting service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be

properly authenticated in accordance with Euroclear UK & International Limited’s specifications, and must contain the information required for such instruction, as

described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a

previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID RA19) no later than 48 hours before the time of the AGM

or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the

CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change

of instructions to a proxy appointed through CREST should be communicated to the appointee through other means.

NOTICE OF ANNUAL

GENERAL MEETING

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CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & International Limited does not make

available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy

Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has

appointed (a) voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a

message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting

system provider(s) are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5. Appointment of a proxy through Proxymity

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company

and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 p.m. on 29 May 2024

in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions.

It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

6. Appointment of a proxy by joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the purported appointment submitted by the most senior holder

will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint

holding (the first named being the most senior).

7. Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative

where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative

to exercise the rights attached to the same share(s).

8. Entitlement to attend and vote

To be entitled to attend and vote at the AGM (and for the purpose of determining the votes they may cast), members must be registered in the Company’s register of

members at 6.30 p.m. on 29 May 2024 (or, if the AGM is adjourned, at 6.30 p.m. on the day two days prior to the adjourned meeting). Any changes to the Company’s

register of members after the relevant deadline will be disregarded in determining the rights of any person to vote at the AGM.

9. Nominated persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the ‘2006 Act’) to enjoy information rights

(a ‘Nominated Person’) may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have

someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under

any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

10. Website giving information regarding the AGM

Information regarding the AGM, including information required by section 311A of the 2006 Act, and a copy of this notice of AGM is available from www.agbarr.co.uk.

11. Audit concerns

Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the 2006 Act, the Company may be required

to publish on a website a statement setting out any matter relating to: (a) the audit of the Company’s accounts (including the auditor’s report and the conduct of the

audit) that are to be laid before the AGM; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which

annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the members requesting any such website

publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section

527 of the 2006 Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business

which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.

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12. Voting rights

As at 17 April 2024 (being the latest practicable date prior to the publication of this notice), the Company’s issued share capital consisted of 112,028,871 ordinary shares

of 4 1/6 pence each, carrying one vote each. As at 17 April 2024, the Company did not hold any treasury shares. Therefore, the total voting rights in the Company as at

17 April 2024 were 112,028,871 votes.

13. Shareholder questions

Shareholders have the right to ask questions related to the business of the meeting. Shareholders can submit questions related to the business of the meeting by email

to agm2024@agbarr.co.uk. Answers to shareholder questions will be sent to individual shareholders as soon as practically possible after the AGM.

14. Voting at the AGM

Shareholders are able to vote in advance of the meeting using their proxy form enclosed. The proxy form covers all resolutions to be proposed at the AGM.

Shareholders are being encouraged to submit their votes as early as possible and by no later than 48 hours before the time of the AGM. Votes can be submitted either

by returning the proxy form in the post (postage is pre-paid), or electronically by following the instructions set out on the proxy form.

Voting on all resolutions at the AGM will be conducted by way of a poll. The results of the poll will be announced to the London Stock Exchange as soon as possible after

the conclusion of the AGM and will be published on our website.

15. Notification of shareholdings

Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chair of the AGM as his/her proxy will need to ensure

that both he/she, and his/her proxy, comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.

16. Further questions and communication

Under section 319A of the 2006 Act, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member

attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information,

or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the

meeting that the question be answered.

Members who have any general queries about the AGM should contact the Company Secretarial Department by email to: companysecretarialdepartment@agbarr.co.uk.

Members may not use any electronic address provided in this report or in any related documents (including the accompanying proxy form) to communicate with the

Company for any purpose other than those expressly stated.

17. Documents available for inspection

The following documents will be available for inspection on the day of the AGM at the offices of Ernst and Young LLP, G1 Building, 5 George Square, Glasgow, G2 1DY

from 11.45 a.m. until the conclusion of the AGM:

17.1 copies of the service contracts of the Company’s executive directors;

17.2 copies of the letters of appointment of the Company’s non-executive directors; and

17.3 the draft rules of the A.G. BARR p.l.c. 2024 Share Savings Scheme (the ‘2024 Share Savings Scheme’).

The 2024 Share Savings Scheme will also be available for inspection on the National Storage Mechanism at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of sending this document.

NOTICE OF ANNUAL

GENERAL MEETING

CONTINUED

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APPENDIX 1

SUMMARY OF PRINCIPAL TERMS OF THE A.G. BARR P.L.C. SHARE SAVINGS SCHEME (THE ‘2024 SAYE’)

The principal terms of the 2024 SAYE are summarised below.

Background and operation

The proposed 2024 SAYE will replace (for new options granted) the Company’s current scheme (the A.G. BARR p.l.c. Share Savings Scheme 2014) (the ‘2014 SAYE’).

The 2014 SAYE expires in 2024. The Company wishes to continue to grant SAYE options, to incentivise and retain employees.

The last share options granted under the 2014 SAYE were granted on 24 May 2024 and become exercisable on either 24 May 2027 or 24 May 2029, depending on

whether the relevant employee chose a three or five year savings arrangement. The board of directors of the Company (the ‘Board’) has recommended that this

is an appropriate time for a new scheme, which will run for ten years, to be adopted.

The 2024 SAYE scheme rules contain no material differences from the 2014 SAYE scheme rules.

As with the 2014 SAYE, the Board will supervise the operation of the 2024 SAYE.

The 2024 SAYE allows the Company to grant U.K. tax-advantaged options under the SAYE legislation. In broad terms, a SAYE scheme allows the Company to grant to

employees and executive directors who enter into a savings arrangement over a number of years (either three or five, at the employees’ option), with the savings eventually

used to fund the option exercise price (which may be set at a permitted discount with no income tax on the gain, provided the terms of the legislation and the relevant

scheme are complied with).

Any reference in this summary or in the 2024 SAYE to “approval” is a reference to approval by the shareholders (and the “approval date” occurs when each of the

following have occurred: (a) the shareholders have approved the adoption of the 2024 SAYE; and (b) any conditions to which that approval was subject have been met).

Eligibility

Any employee or executive director of the Company (subject to meeting any qualifying period of service set by the Board, not to exceed five years) will be eligible

to participate in the 2024 SAYE.

Grant of options

The board may issue invitations to apply for options to acquire ordinary shares in the Company within six weeks following the Company’s announcement of its results

for any period. The Board may also issue invitations to apply for options within six weeks of the approval date of the 2024 SAYE.

If at any such time as mentioned above, the Board would be prohibited from granting options due to any statute, regulation or directive, the Company may issue

invitations within six weeks of that prohibition ceasing.

In the case of applications exceeding the number of shares the Board has determined will be available shares, the Board will scale back applications following the

process in the 2024 SAYE rules before granting options.

Options may not be granted more than 10 years after the approval date of the 2024 SAYE.

No payment is required for the grant of an option. Options are not transferable or pensionable.

Individual participation

An individual’s maximum monthly contribution to all savings contracts cannot exceed the maximum permitted by SAYE legislation from time to time (currently £500

per month) and an individual’s proposed contributions may be scaled back by the Board in the case of applications exceeding available shares.

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A.G. BARR p.l.c. Annual Report and Accounts 2024

Option price

The price per ordinary share payable upon exercise of an option is to be set by the Board when invitations are issued and must not be less than 80% of the market

value of a share (determined from the average of the middle market quotations of a share on the five dealing days immediately before the invitation date, as derived

from the London Stock Exchange Daily Official List). If the option is to be satisfied by way of issue of shares, the exercise price cannot be set at less than the nominal

value of a share.

Exercise of options

Options will normally become capable of exercise within six months of the maturity of the three or five year savings contract, and provided the participant remains

employed in the Company’s group. Options will usually lapse six months after the maturity of the savings contract, or sooner on the occurrence of certain corporate

events or in the event that the participant ceases to hold employment within the Company’s group (subject to certain exceptions, details of which are set out in the

following paragraphs). Options will lapse if a person ceases to (or fails on seven occasions to) make the monthly contributions under the savings contract or is

adjudicated bankrupt.

Leaving employment

As a general rule, an option will lapse upon a participant ceasing to hold employment within the Company’s group. However, if, after holding the option for at least

three years, a participant ceases (for any reason) to be an employee in the Company’s group, the participant may exercise the option within six months. If, regardless

of how long the option has been held, employment ceases by reason of injury, disability, redundancy, retirement or his or her employing company or the business for

which he or she works being sold out of the Company’s group, then the option becomes exercisable for a period of six months.

The 2024 SAYE provides that retirement (at whatever age) is an exercise trigger.

If the cessation of employment is due to a participant’s death, the legal personal representatives of the participant may exercise the option within either:

(a) twelve months of the date of death; or (b) twelve months of the maturity date of the savings contract (if the savings contract has matured as at the date of death).

Corporate events

On a takeover by way of general offer or a scheme of arrangement, reconstruction or amalgamation or voluntary winding up of the Company, options will be exercisable

for a period of six months.

The six month period for exercise will be shortened if during the process of a take-over by general offer, a person becomes bound or entitled to acquire shares in the

Company; in such a case the option will only be exercisable for the period that the person is so bound or entitled.

An option may be exercised up to seven days before a change of control by way of a general offer occurs. An option may also be exercised if as a result of the change

of control of the Company, the shares under option will cease to meet the SAYE legislative requirements; a seven day exercise window is allowed in such cases.

In the event of a takeover by way of general offer or a scheme of arrangement, reconstruction or amalgamation, options may (at the choice of the option holder and

with the agreement of the acquiring company) be replaced by equivalent options over shares in the acquiring company provided this is done within six months.

Any option not exercised (or replaced) on the occurrence of such corporate events will lapse.

Adjustment of options

On a variation in the Company’s share capital, the Board may adjust the number or description of shares under the option and the price payable per share.

The adjustments must be such that the total amount to be paid under the option and the value of the shares to be acquired (judged as at the time of adjustment)

is the same before and after the adjustments. In the event that the exercise price is less than the nominal value of any new issue shares required for the 2024 SAYE,

the difference must be capitalised from reserves.

NOTICE OF ANNUAL

GENERAL MEETING

CONTINUED

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CORPORATE GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT

Overall 2024 SAYE limits

The 2024 SAYE may operate over newly issued ordinary shares, treasury shares or ordinary shares purchased in the market or transferred from one of the Company’s

employee benefit trusts. In practice, the Board currently anticipates that the shares required to satisfy the options will be transferred from an employee benefit trust.

In any 10 year period, the Company may not grant options giving a right to subscribe for shares which would exceed 10% of the issued shares of the Company

(as at the date of option grant) when the total number of shares under those options and under all other share option or share acquisition schemes operated by the

Company which have been granted (other than any which have lapsed) are taken into account.

Adjustments to the 2024 SAYE

The Board may amend the rules of the 2024 SAYE, or, as necessary, make regulations for the administration of the 2024 SAYE.

Shareholders in general meeting must give prior approval to amendments to the 2024 SAYE if the amendment would be to the advantage of existing or future

participants. However, no such approval is needed for amendments to benefit the administration of the 2024 SAYE, to take account of a change in legislation or

to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the scheme or for the Company or any members of its group.

Prior consent or sanction of the participants who hold options is required (applying the provisions in the Articles regarding the alteration of class rights to determine

the form of the consent or sanction required) for any amendments to the 2024 SAYE if the amendment would materially prejudice their interests.

No consent (of shareholders or participants) is required if the amendment is necessary or desirable to comply with or take account of legislation, a take-over,

reconstruction or winding up.

No amendments can be made if they are to key features of the 2024 SAYE and the effect of such amendment would be to cause the 2024 SAYE to cease to qualify

under the legislation governing SAYE schemes.

The Board has discretion to decide not to issue any further invitations or options or to terminate the 2024 SAYE at any time, without prejudice to existing options.

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A.G. BARR p.l.c. Annual Report and Accounts 2024

NOTES

A.G. BARR p.l.c.

Westfield House

4 Mollins Road

Cumbernauld

G68 9HD

Tel: 0330 390 3900

Registered Office

Westfield House

4 Mollins Road

Cumbernauld

G68 9HD

Company Secretary

Neil McLennan

Auditors Deloitte LLP

110 Queen Street

Glasgow

G1 3BX

Registrars

Equiniti Ltd

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Registered Number

SC005653

agbarr.co.uk