Annual report

and accounts 2025

INTRODUCTION

We are AG Barr

We are a UK-based branded beverage business focused

on growth and the creation of long-term shareholder value.

Ambitious and value-driven, with a strong consumer focus,

we are brand owners and builders, offering a diverse and

differentiated portfolio of brands that people love.

Our Sustainability

We take our environmental

responsibilities seriously, continuously

seeking to minimise our impact

on the world in which we operate,

whether through carbon and energy

reduction, water and waste control

actions or the reduction of our

environmental impact through

areas such as packaging.

Read our responsible business

report on pages 26 to 46



Our Brands

Our brand portfolio

comprises four core brands

(IRN-BRU, Rubicon, Boost

and FUNKIN) alongside a

broad portfolio of strong

challenger brands.

See more about our core

brands on page 9



Our Strategy

Our overarching purpose

is ‘Building great brands.

For everyone.’

Read our strategy

on page 8



Established 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 900 people across the UK, 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.

“I am delighted to present my first annual report

as Chief Executive Officer of AG Barr. I have

thoroughly enjoyed the past nine months getting

to know the business, which has reinforced my

view that AG Barr is an outstanding Company built

on strong foundations. This report demonstrates

a successful year and positions the business for

future growth. Looking forward, we have identified

exciting and tangible opportunities to drive

accelerated growth and I am confident that

we can deliver this in the years ahead.’

Euan Sutherland

Chief Executive Officer

For more information visit our website agbarr.co.uk



Strategic Report Corporate Governance Accounts

FINANCIAL HIGHLIGHTS

IN THIS

REPORT

For more information on KPIs see page 20



* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 192 to 195.

Revenue

£420.4m

+5.1%

Adjusted ROCE*

20.1%

+170 bps

Adjusted operating margin*

13.6%

+130 bps

Net cash at bank*

£63.9m

+19.2%

Adjusted profit before tax*

£58.5m

+15.8%

Adjusted basic earnings per share* (EPS)

39.77p

+17.4%

Profit before tax

£53.2m

+3.7%

Full year dividend*

16.86p

+12.0%

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 68

to 75 and is incorporated by reference into

this Strategic Report.

Strategic Report

Financial highlights 1

At a glance 2

Investment case 3

Chair’s statement 4

Our business model 6

Our strategy 8

Our strategy in action 9

Financial key performance indicators 20

Non-financial key performance indicators 21

Chief Executive Officer’s review 22

Responsible Business report 26

Financial review 50

Risk Management 55

Corporate Governance

Board of Directors 64

Corporate Governance Report 66

Audit and Risk Committee Report 81

Directors’ Remuneration Report 85

Director’s Report 123

Statement of Directors’ Responsibilities 129

Accounts

Independent Auditor’s Report

to the members of A.G. BARR p.l.c. 130

Consolidated Income Statement 139

Statements of Financial Position 140

Statement of Comprehensive Income 141

Statement of Changes In Equity 142

Cash Flow Statements 144

Notes to the Accounts 145

Glossary 192

Reconciliation of Non-GAAP Measures 193

Notice of Annual General Meeting 196

A.G. BARR p.l.c. Annual Report and Accounts 2025

AT A GLANCE

Our business purpose has always

been underpinned by strong values.

We believe that how we act reflects

who and what we are.

For 150 years, we have cultivated a positive, results-driven, and

supportive culture. As we continue to grow both organically and

through acquisitions, it is essential that we retain the entrepreneurial

spirit of the dynamic recent additions to our Group. At the same time,

we remain committed to valuing and nurturing the unique qualities

that make AG Barr an exceptional organisation to be part of.

For more information on our people, culture

and employee values see pages 29 to 33

For more information see our responsible

business report on pages 68 to 75

We act with integrity

We respect the environment

We support healthy living

We give back

OUR PURPOSE:

Building great brands.

For everyone.

OUR FOUR KEY COMMITMENTS:

OUR STRENGTHS:

Our people

We work collaboratively, enjoy high levels

of employee engagement and take pride

in our talented, dedicated teams who are

the foundation of our success.

900+

employees

78%

Group-wide employee

engagement

Our suppliers

We work in partnership with our key

suppliers to ensure high quality products

that are sourced and manufactured in a fair,

ethical and environmentally responsible way.

1,000+

suppliers

Our brands

We pride ourselves on our diverse and

differentiated portfolio of branded products

that meet the changing needs of our

consumers and offer great choice and value.

core brands

Alongside a broad portfolio

of strong challenger brands.

Our locations

We operate across five UK sites – our

Cumbernauld site is our Head Office

and is home to one of our two primary

manufacturing sites, the other being in

Milton Keynes.

UK sites

Strategic Report Corporate Governance Accounts

INVESTMENT CASE

Find out more about our stakeholder

engagement on pages 68 to 75

Why

invest

in us?

We are a UK focused, brand builder

with a long history of profitable

growth and cash delivery. We have

an ambition to double in size –

and then grow from there.

0101

Ambitious with

value-driven

strategy

0303

Clear growth

opportunities –

organic, innovation

and M&A

0505

Financial

strength

0202

Strong core brands

with a challenger

mentality

0404

Disciplined

capital

allocation

0606

Acting responsibly

and sustainably

A.G. BARR p.l.c. Annual Report and Accounts 2025

CHAIR STATEMENT

Overview

This year has marked another period of sales

growth. This has been achieved despite the much

publicised economic headwinds and the financial

pressures on consumers, which have continued

to influence the markets in which we operate.

We have navigated these challenges effectively

across the year to deliver a strong set of results.

We have continued to invest in our brands,

people and capital asset base and made

significant progress with our margin rebuild

plans. This puts us in a strong position to deliver

sustained growth in the future.

This year has seen a period of management

transition, marked by the appointment of Euan

Sutherland as Chief Executive Officer. Under

Euan’s leadership, we are seeing the benefits

of a renewed ambition to accelerate the growth

of the business.

Highlights:

• Our soft drinks portfolio delivered strong

volume and revenue growth, with a stand-out

performance from the Rubicon brand which

saw double digit revenue growth.

• We continued to invest in our supply chain

to expand capacity and increase in-house

manufacturing to support our growth plans.

This investment provided tangible benefits

including enhanced margins and improved

customer service. Our multi-year capital

investment programme at our Cumbernauld

site progressed as planned. In Q4 the Board

approved the initial phases of the next

significant step in expanding our Milton Keynes

site, which will further increase capability and

capacity over the next 3-5 years.

• We successfully progressed our strategic

programme to strengthen our convenience

channel route to market and integrate Boost

into our Barr Soft Drinks business. Both projects

completed during the year and are delivering

initial positive results.

• The business is in excellent financial health,

with strong cash generation, a robust balance

sheet and improved return on capital.

• Our performance has been driven by an

outstanding team, whose hard work and

dedication has been pivotal in executing

our strategy.

Mark Allen OBE

Chair

I am pleased to report that AG Barr

has delivered excellent financial results

in the 2024/25 year. This is attributable

to the execution of our clear and

consistent growth strategy.

Strategic Report Corporate Governance Accounts

Board

Euan Sutherland joined the business as Chief

Executive Officer on 1 May 2024. With extensive

experience in consumer goods, a proven track

record of growing businesses and a history of

delivering major transformation initiatives,

Euan brings valuable expertise to the role.

The transition was successfully completed by

the end of H1, with no disruption to the business.

Euan, along with the senior leadership team,

is fully focused on developing the Company’s

strategy and accelerating its growth trajectory.

Roger White retired as Chief Executive Officer of

the Company and resigned from the Board on

30 April 2024, after over 22 years of dedicated

service. Roger played a key role in transforming

AGBarr from a regional soft drinks business into

a highly successful, multi-beverage Company

delivering significant value to shareholders,

stakeholders and employees. The Board and

I extend our gratitude for his outstanding

contribution and wish him well for the future.

To ensure a smooth leadership transition,

Roger remained available to the business

until the end of July 2024.

Jonathan Kemp stepped down from the Board

on 31 May 2024 after 20 years of service and

retired from his role as Commercial Director

on 30 September 2024. Jonathan is continuing

with the Company to lead several key projects

and ensure a smooth leadership transition.

Responsibility

Our Environmental, Social, and Governance

(ESG) Board sub-committee is well established,

providing crucial oversight and direction for the

Company. Over the past 12 months, it has focused

on advancing our environmental sustainability

initiatives and progressing our net-zero roadmap.

We now procure REGO back renewable electricity

across all our operational sites and we are also

pleased to report that our carbon emissions

across our operations (Scope 1&2) reduced by

c.43% compared to our baseline year.

People, culture and values

During the year we completed two key

milestones in our strategic programme:

the closure of our Barr Direct operation and

the integration of the Boost business into our

broader Barr Soft Drinks portfolio. A number

of employees were offered new roles in the

business. However, these initiatives resulted in

redundancies for a number of colleagues. Such

decisions are never made lightly, and I would like

to sincerely thank those impacted for their hard

work and dedication during their time with us.

AG Barr continues to foster a unique and

positive culture, embracing and supporting

the individuality of both our people and our

brands. I am pleased to report that employee

engagement, as measured by our Everyone

Barr None survey, has increased further over

the past 12 months. This improvement reflects

our continued efforts to support colleagues in

key areas such as diversity, equality, reward,

mental health, learning and development and

workplace flexibility. We take as much pride

in our values and behaviours as we do in our

financial performance.

Throughout the year, we continued to run

employee/Board engagement sessions and

have been encouraged by the open and

constructive feedback shared. This feedback

has become a key driver in shaping our thinking,

planning and future actions.

Capital allocation and dividend

AG Barr operates within a clear capital allocation

framework, prioritising business investment and

shareholder returns. The Board is pleased to

uphold its progressive dividend policy and

recommends a final dividend of 13.76p per share,

bringing the proposed total dividend for the full

year to 16.86p per share. This represents

year-on-year growth of 12.0% (2023/24: 15.05p).

The final dividend will be payable on 6 June 2025

to shareholders on the Register of Members as

of the close of business on 9 May 2025, with the

ex-dividend date set for 8 May 2025.

Looking ahead

I am proud of AG Barr’s achievements over

the past year and confident in both our plans

for the year ahead and our long-term strategy.

We aim to build on the good momentum we

have established in recent years to deliver the

strong growth opportunity that is within our

control. We are also mindful and responsive

to external factors. We will continue to invest in

our market-leading brands, assets and people,

and drive forward our well-advanced margin

rebuild plan. I am confident that our strategy

will deliver excellent returns for our shareholders

and be positive for all stakeholders.

Mark Allen OBE

Chair

25 March 2025

A.G. BARR p.l.c. Annual Report and Accounts 2025

OUR BUSINESS MODEL

We make…

We pride ourselves on our safe and effective

manufacturing capabilities. We produce high

quality products across our well-invested

and efficient Soft Drinks production sites in

Cumbernauld, Milton Keynes and Forfar. With

capabilities in cans, plastic, cartons, and glass,

we produce c.83% of Soft Drink products in-house.

As our capital investment programme advances,

we continue to progress the insourcing of the

Boost product range, with insourcing expected

to be completed by the end of 2027. We source all

our 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

delivering continuous improvement.

First and foremost

we build great

brands.

We also believe that how we operate

sets us apart from the competition.

With 150 years of history and heritage,

coupled with a track record of successful

acquisitions, we believe we have a unique

blend of experience and entrepreneurialism

– all of which is built on our longstanding

desire to act responsibly.

WHAT WE DO

We move…

Operating across multiple routes to market, we

have a well established and efficient distribution

network servicing our diverse sales channels.

Strategic Report Corporate Governance Accounts

The success of our business model means we

continue to create and deliver value to a wide

range of stakeholders including shareholders,

employees, customers and suppliers, as well

as our communities and the UK economy.

VALUE CREATED

We market…

From IRN-BRU’s signature style

of maverick adverts to Boost’s

connection with sporting activity,

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.

We sell…

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 or a

regional restaurant group, we work

collaboratively with all our customers

to understand their businesses and

find winning consumer propositions

in a practical and profitable way.

We behave

responsibly…

Underpinning everything we do is our

belief that how we act reflects who

we are. We take our responsibilities

seriously and continuously strive to be

a sustainable and responsible business

that listens to our consumers, takes

care of our people, values diversity,

works to minimise our environmental

impact and gives something back to

the communities we serve. 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 AG Barr business model.

Our responsible behaviour also

encompasses our management of

risk, ensuring that we are thinking

ahead and taking mitigating actions

to minimise any potential impact on

our business. We have a robust risk

management framework in place

that is embedded across the business,

allowing a wide range of employees at

different levels to contribute to our risk

assessment and assurance processes.

More information on our responsible actions

can be found on pages 26 to 49 and a full

review of our principal risks is detailed on

pages 56 to 62



Shareholders

£17.2m

of dividends paid during the year

£19.2m

re-invested in long-term business growth through

annual capital expenditure.

Employees

£63.7m

paid to our employees across the UK.

UK economy and communities

With 95% of our revenue generated in the UK, and

through our £9.3m in corporation tax, £7.2m in national

insurance payments and other various tax payments to

the government, we continue to play our part in growing

the UK economy while also donating over £100k to good

causes across our communities.

A.G. BARR p.l.c. Annual Report and Accounts 2025

OUR STRATEGY

Our overarching purpose is building great brands for everyone.

Our strategic priorities bring this purpose to life and set out the steps we take to build a great business with great brands.

Connecting

with consumers

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.

Consumer trends also underpin our

approach to innovation, including product,

packaging and ingredients, as well as our

consumer engagement and marketing

activities. In the past 12 months we have

placed a particular focus on areas such

as digital sales and marketing as well as

using our brands to raise awareness of

our sustainability progress.

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.

Building

brands

We are brand owners and builders,

growing our diverse and differentiated

brand portfolio both organically and

through acquisition.

For our existing portfolio 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.

Driving

efficiency

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 Soft Drinks business 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

trust

Building and maintaining long-lasting trust

and successful relationships is central to our

business and always has been. Our responsible

behaviour over 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.

We have a clear strategy and quantifiable

goals across our four responsibility

commitments – Acting with Integrity,

Respecting the Environment, Supporting

Healthy Living and Giving Back. Whether it’s

our increased use of recycled materials, our

increasing number of women in leadership

roles or our charitable giving, we are

committed to delivering against our

long-term responsibility strategy.

Strategic Report Corporate Governance Accounts

STRATEGY IN ACTION

Building Great Brands.

For Everyone.

IRN-BRU

Scotland’s #1 Grocery Brand

Rubicon

The fastest growing OFC* brand in the UK

*Other Flavoured Carbonates

Boost

A top 3 sport drink and

energy stimulation brand

FUNKIN

UK’s #1 Cocktail Brand

Challenger Brands

A broad portfolio of challenger brands

including owned brands such as Barr

Flavours, KA, MOMA, Rio, Simply Fruity,

Strathmore and Sun Exotic plus franchise

brands Bundaberg and Snapple.

More information on page 16



More information on pages 10 and 11



More information on pages 12 and 13



More information on page 14



More information on page 15



Total business

revenue share

33%

Market

1.3%

Total business

revenue share

21%

Market

0.8%

Total business

revenue share

12%

Market

0.5%

Total business

revenue share

10%

Market

21%

Total business revenue share

24%

4 Source: Nielsen PRE MIXED ALCOHOLIC DRINKS Total Coverage YTD 28.12.2024

5 IRN-BRU, Rubicon and Boost Market Share Source: Circana share of total UK soft drinks market 52 weeks to 25 January 2025 (value)

6 Market Share Source: Nielsen PRE MIXED ALCOHOLIC DRINKS Total Impulse MAT 28.12.2024 – cocktail specific SKUs only

1 Source: The Scottish Grocer, December 2024

2 Source: IRI Value Sales, Total Market. Last 52 w/e 4th Jan 25.

3 Source: Circana S&I GB and Convenience NI 52w/e unit sales data to 04/01/25. Total brand growth IRI All outlets 52w/e 04/01/25

As a business we recognise that the power of our brands lies in the power of our people

and that with power comes responsibilities to the planet and the communities in which

we live. We are proud of our heritage and of who we are. They provide the foundations

for our ambitious vision for growth and give us the confidence that our plan will deliver.

At the head of our brand portfolio are our four Core Brands – IRN-BRU, Rubicon, Boost and

FUNKIN. These brands represent 76% of total business revenue, have the most significant

growth opportunities, and are where we invest the majority of our marketing activities.

A.G. BARR p.l.c. Annual Report and Accounts 2025

STRATEGY IN ACTION

CONTINUED

An iconic brand with a

unique taste. IRN-BRU offers

consumers choice – Regular,

Sugar Free, XTRA, PWR-BRU

and 1901 – all containing

the same IRN-BRU essence,

bru’d to a secret recipe of

32 flavours since 1901.

Scotland’s

MOST LOVED &

CHOSEN BRAND

Top 5

A top 5 national

carbonate brand

indescribable

brand with a

phenomenal

taste

1 Source: Kantar, take-home value sales for each brand for the 52-week period to 1 September 2024 for Scotland.

2 Source: The Grocer, December 2024 (based on volume growth vs. 2023).

Strategic Report Corporate Governance Accounts

Retro-inspired limited

edition IRN-BRU XTRA

flavours

Two retro-inspired limited edition IRN-BRU

XTRA Flavours were released in March,

fizzing with nostalgia. The campaign

aimed to evoke the flavours of the ’90s

and Y2K era for consumers through the

Wild Berry Slush and Raspberry Ripple

versions of IRN-BRU XTRA.

Optimism back in

Scotland Euro’s campaign

After qualifying for the summer’s Euros football

tournament IRN-BRU diagnosed the spread of

something not seen in Scotland for a long time,

something called… Optimism! It started with the first

diagnosis at the ‘Doctor’s’, followed by a good old

gossip in ‘Café’ about new ‘cases’ spreading, and

finished with a full-blown ‘Mannschaft’ (German for

Football Team) ready to take on anything. The trio

of ads ran consecutively ahead of the tournament,

featuring on social media, OOH (out of home),

TV and video on demand.

CONNECTING

WITH CONSUMER

BUILDING

BRANDS

More engagement on

social media than ever

IRN-BRU now has over 100,000 followers

on TikTok.

CONNECTING

WITH CONSUMER

10%

increase in IRN-BRU

sales across the

4 weeks of the Euro’s

#WeCan

Special edition branded

IRN-BRU cans were also

showcased across the UK.

10m

Views on TikTok driven

by campaign content.

“The retro-inspired

limited edition release

outperformed the

two limited edition

releases from the

prior year by 11%”

A.G. BARR p.l.c. Annual Report and Accounts 2025

STRATEGY IN ACTION

CONTINUED

Discover

different

with Rubicon

Discover different with Rubicon’s big

bold flavours that you don’t find in your

everyday fruit bowl.

Rubicon has a range of exotic fruit pure

juice, still, sparkling, flavoured water

and energy drinks, making Rubicon

the unboring choice of soft drink.

A Rubicon product

is sold every

30 seconds

Strategic Report Corporate Governance Accounts

‘Release the Sunshine’ campaign

Rubicon released a major new campaign intended to reinforce

its position as ‘the brand of summer’ and was designed to drive

shoppers to soft drinks chillers and fixtures in record numbers.

The new advert aired across TV channels and streaming platforms,

including Netflix and Disney+. The campaign was further reinforced

through outdoor media in major UK cities and supported by

social media initiatives.

Rubicon was the ONLY brand in the Kantar Lightspeed Consumer

Research July 2024 study to see an uplift in prompted ad

awareness – when asked ‘which of the following brands have you

recently seen advertising for’, Rubicon saw a significant positive

uplift of 26% – all other brands (7up, Fanta, IRN-BRU, Oasis, Ribena,

Sprite, Rio, Tango and Volvic Touch of Fruit) remained static.

CONNECTING

WITH CONSUMER



Watch the TV ad

1 Source: IRI Value Sales, Total Market. Last 52 w/e 4th Jan 25.

Rubicon Spring is

the #1 flavoured

sparkling water

for the 6th

year running

A.G. BARR p.l.c. Annual Report and Accounts 2025

BUILDING

BRANDS

The BOOST brand is always

looking for new trends and to

appeal to the evolving tastes

of consumers. It is proud to

offer an exciting range of great

value flavours across several

functional drinks categories –

Energy Stimulation, Sport

and Iced Coffee.

BOOST enjoys a very strong

position within the UK

independent retail channel.

Sports Drink Brand

Energy

stimulation brand

Whatever your

day brings,

there’s a Boost

for that.

“There’s a

Boost for that”

The fully-integrated marketing

campaign leveraged the full Boost

portfolio to showcase the range

of scenarios where Boost’s drinks

can play a role.

Dynamic brand refresh

New pack designs were introduced across all

products in the energy, sports and iced coffee

drinks categories. The redesign launch was

supported by new product releases across

the brand’s energy and sport ranges and a

marketing campaign “There’s A Boost For That”

aimed at both trade customers and consumers

through online and out-of-home content.

CONNECTING

WITH CONSUMER

STRATEGY IN ACTION CONTINUED

1 Source: Circana S&I GB and Convenience NI 52w/e unit sales data to 04/01/25.

Total brand growth IRI All outlets 52w/e 04/01/25

2 Source: Circana S&I GB and Convenience NI 52w/e unit sales data to 04/01/25.

Total brand growth IRI All outlets 52w/e 04/01/25

Strategic Report Corporate Governance Accounts

Making

ordinary

moments

extraordinary

Trusted by top bartenders,

FUNKIN COCKTAILS has been

mixing great tasting cocktails

since 1999. Take the stress out

of hosting with our range of

ready-to-drink nitro cocktail cans,

premium mixers, and real-fruit

purées. Enjoy bar-quality cocktails

effortlessly – right in the comfort

of your home or when you are

on the move.

The UK’s #1

cocktail brand!

Blue Raspberry

Martini

FUNKIN expanded its collection of

ready-to-drink (RTD) cocktail range

to include Blue Raspberry Martini.

This premium cocktail blends vodka

with blue raspberry and a signature

nitrogen infusion, delivering a

velvety-smooth drinking experience

reminiscent of bar-quality serves.

FUNKIN and

IRN-BRU

collaboration

FUNKIN and IRN-BRU collaborated

on a limited edition ready-to-drink

(RTD) Vodka Martini as part of

FUNKIN’s 25th anniversary.

Shaking up the festive

season with new

deluxe dessert drinks

FUNKIN launched its new range of

ready-to-drink Deluxe Dessert Cocktails

in two irresistible limited edition flavours,

Chocolate Espresso Martini and Black

Forest Gateau. Another example of

delicious ready-to-drink bar-quality

cocktails for customers to enjoy.

BUILDING

BRANDS

BUILDING

BRANDS

BUILDING

BRANDS

1 Source: Nielsen PRE MIXED ALCOHOLIC DRINKS Total Coverage YTD 28.12.2024.

A.G. BARR p.l.c. Annual Report and Accounts 2025

STRATEGY IN ACTION CONTINUED

Our portfolio of other owned brands, alongside our

complementary partnership brands, enhance our core

brand proposition. Ranging from value proposition

(Barr Flavours) to premium alternatives (Bundaberg),

our portfolio brands deliver flavour and value to a

multitude of consumer groups.

Included in the portfolio brands is MOMA which offers

a range of oat milk drinks and porridge known for their

distinctively creamy texture. MOMA uses a blend of the

highest quality wholegrain jumbo oats and is dedicated

to transforming simple, natural ingredients into

food and drinks that taste amazing.

Brands with

a challenger

mentality

Strategic Report Corporate Governance Accounts

BARR Flavours

Limited Edition

Candy Creations

Launched in September for

a limited six-week period,

the new Rainbow Mix and

Fruit Burst flavours brought

fresh excitement to the

category and supported

Halloween activation in-store.

“Delivering flavour &

value across a multitude

of consumer groups”

BUILDING

BRANDS

KA be the noise

The Caribbean-inspired soft drinks brand

launched a targeted campaign aimed at

attracting new consumers and increasing

brand awareness over the summer.

This integrated campaign featured

bold and eye-catching visuals, including

murals designed to grab attention and

encourage engagement, alongside a

strong presence on social media and

product sampling initiatives.

MOMA launch of new

Ready-to-Drink (RTD)

coffee in a can

MOMA has created a delicious and

convenient range of iced coffees that really

hero the fantastic taste of oat milk and

coffee, rather than relegating oat to a

range extension of dairy based products.

Bundaberg new

750ml sharing bottle

Launched in October, just in time for

the key Christmas trading period,

this extension of our hero Ginger

Beer flavour is now available in a

750ml format, ideal for sharing.

Initially sold exclusively in Waitrose

stores, it will see a full roll-out

throughout 2025. Perfect to enjoy

on its own or as a versatile mixer.

BUILDING

BRANDS

BUILDING

BRANDS

CONNECTING

WITH CONSUMER

A.G. BARR p.l.c. Annual Report and Accounts 2025

Driving efficiency and creating capacity

is key to our future growth strategy.

Key milestones achieved in

the Cumbernauld factory

asset refresh programme

2024/25 was a year of significant progress with both

PET lines at the site now fully refreshed. During the

year a new small format PET line was installed and

commissioned, and the final phase of upgrading the

large PET line was completed. These enhancements

significantly improve the business’ manufacturing

capacity, capability and long-term resilience.

Boost & Rio insourcing

Throughout the year, we continued to make

progress with insourcing Boost and Rio products into

the Soft Drinks manufacturing footprint. We are now

producing all Rio (330ml can, 500ml PET and 2L PET),

Boost 250ml Sugar Free and Boost Juic’d 500ml products

in-house. This supports our margin rebuild plans and

reduces our reliance on third-party co-packers.

Driving efficiency

STRATEGY IN ACTION CONTINUED

DRIVING

EFFICIENCY

DRIVING

EFFICIENCY

Strategic Report Corporate Governance Accounts

Building

long-lasting

trust

Safety first, always

• Our “Think Safe, Home Safe” approach

across operations is demonstrated by

employee feedback in our Everyone

Barr None survey that 91% of employees

feel empowered to stop operations if

they feel unsafe, helping ensure we

execute significant change projects

without accident.

• Record durations between Lost Time

Accidents (LTA) have been achieved,

including 650 days at our Cumbernauld

factory, and our factory in Forfar

passing 6 years since the last LTA.

• The number of serious accidents has

reduced year-on-year, with only two

reportable accidents (RIDDOR)

occurring across our operations in 2024.

Launching our new

employer brand,

“Let’s Grow!!!”

During the year we launched our new Employer Brand

proposition “Let’s Grow!!!” to better promote AG Barr’s

culture of growth, innovation and career development.

It is founded on our refreshed strategic priority of

growth and has been designed to explain, to both

existing and prospective employees, the opportunities

which exist at AG Barr to grow and shape their careers.

BUILDING

TRUST

Being a trusted business that acts

with integrity is fundamental to our

stakeholder relationships – from

our consumers and customers

to our suppliers and communities.

From prioritising safety and wellbeing to

providing our people with opportunities

to learn and develop in their roles, we

understand the importance of making

AG Barr a trusted business and a great

place to work.

The health, safety and wellbeing of our

employees remains our top priority,

highlighted by the signs at the entrance

to our sites which state “Nothing you do

on this site today will be as important as

returning safely to your family and friends”.

BUILDING

TRUST

A.G. BARR p.l.c. Annual Report and Accounts 2025

£420.4m

£400.0m

2025

2024

39.1%

38.6%

2025

2024

£58.5m

£50.5m

2025

2024

20.1%

18.4%

2025

2024

£53.2m

£51.3m

2025

2024

13.6%

12.3%

2025

2024

£48.3m

£48.5m

2025

2024

35.81p

34.59p

2025

2024

16.86p

15.05p

2025

2024

Revenue

£420.4m

5.1%

Adjusted operating margin*

13.6%

130bps

Profit before tax

£53.2m

3.7%

Adjusted return on capital employed*

20.1%

170bps

Net cash from operating activities

£48.3m

(0.4%)

Basic earnings per share

35.81p

3.5%

Full year dividend per share*

16.86p

12.0%

Gross margin

39.1%

50bps

Adjusted profit before tax*

£58.5m

15.8%

Net cash from operating activities is defined as the

cash generated in the ongoing regular business activities

in the year.

Reported gross profit divided by revenue.

Adjusted profit before tax is reported profit before tax after

adjusting items.

Adjusted operating margin is adjusted operating profit

(defined as operating profit after adjusting items) divided

by revenue.

Profit before tax is reported profit before tax.

Adjusted return on capital employed is adjusted profit before

tax divided by adjusted invested capital (defined as invested

capital being 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 adjusted to reflect the balance sheet

impact of the adjusting items in the income statement).

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.

More information on our performance can be found

in our Chief Executive Officer’s Review on pages 22 to 25

and in our Financial Review on pages 50 to 54

* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 192 to 195.

FINANCIAL KEY PERFORMANCE INDICATORS

Strategic Report Corporate Governance Accounts

2025

2024

2023

2022

2021

2020

2.0

2.7

4.0

8.6

9.0

7.1

2025

2024

2023

2022

2021

2020

78%

76%

75%

77%

No survey was conducted due to the COVID-19 pandemic

2025

2024

2023

2022

2021

2020

38%

42%

38%

41%

39%

2025

2024

2023

2022

2021

2020

100%

97.2%

2025

2024

2023

2022

2021

12.2%

10.7%

7.1%

5.1%

Baseline year

2025

2024

2023: See note below

2022: See note below

2021

43%

25%

Baseline year

Accident incident rate

2.0

Employee engagement

78%

Women in leadership

38%

Non-hazardous waste diverted from landfill

100%

Improvement in water usage efficiency

12.2%

Carbon emission reduction across our operations

43%

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 29 to 30.

As measured by our annual employee survey. 2023

excludes Boost and MOMA which were not part of the

AG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 32 for further

information.

Percentage reduction in total Scope 1 and Scope 2 greenhouse gas

emissions versus 2021 baseline year using a market-based approach.

The 2021 baseline has been recalculated to reflect the addition of the

MOMA and Boost businesses to our Group, the latest emission factors

and a change in methodology to include emissions from carbon

dioxide lost in process in Scope 1 emissions. Scope 1 and 2 data for

2022 and 2023 has been omitted above, as the methodology and

operations covered do not align with the other years and therefore

the data is not comparable. See page 45 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 38.

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:

NON-FINANCIAL KEY PERFORMANCE INDICATORS

For more information about our responsibility commitments

see our responsible business report on pages 26 to 49



A.G. BARR p.l.c. Annual Report and Accounts 2025

CHIEF EXECUTIVE OFFICER’S REVIEW

I am delighted to report a strong set of results for

the 52 weeks ended 25 January 2025.

As this is my first annual report as Chief Executive

Officer of AG Barr, I want to take this opportunity

to express my pride in leading such an

outstanding business, with its unique heritage,

strong culture and exceptional brands.

Over the past twelve months we have achieved

excellent financial results and made significant

progress with our strategic objectives. Despite

challenging market conditions our team has once

again delivered a strong operational performance.

The following financial metrics highlight

our success:

• Revenue £420.4m, an increase of £20.4m, 5.1%

• Adjusted operating margin* 13.6%, an increase

of 130bps

• Adjusted profit before tax* £58.5m, an increase

of £8.0m, 15.8%

• Profit before tax £53.2m, an increase of

£1.9m, 3.7%.

• Adjusted ROCE* 20.1%, an increase of 170bps

• Net cash at bank* £63.9m, an increase of

£10.3m, 19.2%

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

Definitions and relevant reconciliations are provided in the

Glossary on pages 192 to 195.

Our business activities are driven by our

strategic priorities:

• Connecting with consumers

• Building brands

• Driving efficiency

• Building trust

Throughout the year, we executed our strategy

across the business to deliver growth in both

volume and value. Our commercial strategy

has proven effective, delivering mid-single

digit revenue growth in the year and providing

the platform for future years as we pursue

our ambition to accelerate sustainable growth.

We continuously improved our supply chain

throughout the year, leading to increased

efficiencies and consistently high levels of

customer service. We continued to invest in

our operational assets and teams to expand

capacity, improve efficiency and make more

of our volume in-house – all of which are key to

unlocking future growth. Whilst we did not make

any acquisitions during the year, we continue

to actively explore opportunities to further

strengthen and diversify our brand portfolio.

Over the past 12 months we have

delivered excellent financial results

and made significant progress in

achieving our strategic objectives.

Euan Sutherland

Chief Executive Officer

Strategic Report Corporate Governance Accounts

In terms of my leadership team, I am pleased to

welcome Dino Labbate, who joined us in January

2025 as Chief Commercial Officer. Dino brings

valuable experience from his time at Britvic PLC,

where he most recently served as the GB

Commercial Director for Hospitality. In addition

to his extensive FMCG expertise, Dino brings a

passion and drive that will be instrumental in

helping us achieve our ambitious growth plans

across our brand portfolio going forward.

Soft drinks market

During the period value growth of the total UK

soft drinks market was 2.6%, down from 8.3% in

the prior year when high inflation was prevalent.

Both price and volume contributed to the growth

although volume was constrained by poor

summer weather, which negatively impacted

the market during the key June to August

trading period.

Within the soft drinks market, the Energy category

continued to outperform the wider market,

increasing 5.5% year-on-year in value terms.

Other Flavoured Carbonates, an important

category for IRN-BRU, Rubicon and Barr

Flavours, was up 0.3% in value but down 2.7%

in volume. The Still Juice category remained

resilient, achieving a 3.9% increase in value.

We are pleased to report that over the same

period our soft drinks portfolio delivered a

growth rate of 4.6% in volume and 6.4% in value,

ahead of the market on both measures.

(Source: Circana Total Soft Drinks Market 52 weeks

to 25 January 2025).

Cocktail market

The ready-to-drink (RTD) alcohol market grew

by 7% over the past 12 months, now worth £624m.

The cocktail segment has been the main growth

driver in the total RTD category. FUNKIN remains

the number one RTD cocktail brand within this

growing sector.

As has been widely documented, the UK on-trade

market continued to experience challenging

trading conditions during the period because of

consumer behaviour related to affordability, the

trend of consumption moderation and a shift to

non-spirit based socialising occasions. FUNKIN’s

on-trade business was not immune to this and

as such revenue declined year-on-year; the

strong performance in RTD products helped

but only partly mitigated this decline, resulting

in a 6% overall revenue decrease for FUNKIN.

(Source: Nielsen PRE MIXED ALCOHOLIC DRINKS Total

Coverage YTD 28.12.2024).

Plant-based milk market

The plant-based milk market remained relatively

flat year-on-year, with a total worth of £511m.

However, overall volumes declined by 2.5%.

Oat was the only segment of the plant-based

milk category to deliver volume growth (+1.3%),

supporting a value increase of 3.3% in this

category. Oat milk now accounts for 57% of the

total plant-based milk market, up 2% on the

prior year.

MOMA grew ahead of the market with oat milk

sales up double digit, driven by distribution gains

particularly within hospitality and specialty

coffee channels.

(Sources: Nielsen Scantrack All Channels 52 weeks

to 2 November 2024).

Strategy

Connecting with consumers

Consumer engagement has been central to the

execution of our strategy throughout the year.

Our diverse portfolio of brands appeals to a

wide demographic, and we employ a range of

initiatives to enhance brand awareness, create

excitement, build loyalty and provide consumers

with greater choice. Consumer marketing

campaigns, in-store activation and innovation

are the primary ways we build relationships

with consumers. We increasingly use digital

marketing to advertise and promote our

brands to consumers.

During the year we invested in several successful

advertising campaigns, with the standout

being IRN-BRU’s highly effective Euro’s football

tournament campaign which significantly raised

the brand’s profile across the UK. Other

highlights included Rubicon’s successful ‘Release

the Sunshine’ campaign, which placed a strong

emphasis on digital and social media, as well

as Boost’s ‘There’s a Boost for That’, its first

fully integrated marketing campaign, which

showcased the brand’s diverse product range.

During the year, a key priority for FUNKIN was

driving growth through innovation and new

product development. New product launches

including RTD Blue Raspberry Martini and

IRN-BRU Vodka Martini were supported by

advertising campaigns.

MOMA introduced a bold new look to reinforce

its position as the leading choice for oat milk

and porridge. The improved branding highlights

enhanced taste, health benefits and carbon

labelling directly on the packaging, making

it easier for consumers to make informed

purchasing decisions while also helping the

products stand out on shelf.

A.G. BARR p.l.c. Annual Report and Accounts 2025

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

Building brands

Brand-building lies at the heart of our

growth strategy. The key drivers of our brand

performance and future growth opportunity are

product distribution and rate of sale. Our strategy

is to grow into the significant headroom which

exists on both of these. Additionally, innovation is

an important part of our strategy as it allows us

to explore new markets and consumer segments,

respond to evolving preferences and trends

and strengthen our competitive position.

IRN-BRU grew volume ahead of the market

and delivered a 6.4% increase in sales revenue.

Growth was strongest in England where IRN-BRU

achieved a double-digit increase in sales.

This result was underpinned by increased

consumer marketing investment and the launch

of two limited edition IRN-BRU XTRA flavours

– Raspberry Ripple and Wild Berry Slush – which

attracted new, younger shoppers to the brand.

We continue to see consumer demand increasing

on great tasting, zero sugar options. 2025 will

see the brand build consumer awareness

and relevance with an upweighted sampling

programme in England and the rollout of

an exciting brand redesign.

Rubicon had another outstanding year, achieving

a 17% increase in sales. The fact that Rubicon saw

growth in all parts of its portfolio – Flavoured

water (Rubicon Spring), Carbonates, Stills and

Energy (Rubicon RAW Energy) – was particularly

pleasing as it confirms our growth strategy

is successful. Rubicon’s unique exotic fruit

proposition, combined with its vibrant and

energetic brand positioning, continues to

resonate with consumers seeking products

and flavours that stand out from the ordinary.

Our focus with the Boost brand this year has

been on improving profitability. Pricing changes,

pack changes and the first phases of insourcing

the production of the Boost portfolio all

contributed to this. Boost’s revenue growth rate

in H2 was high single digit, and with an improved

margin profile and access to our wider soft

drinks sales and distribution channels following

integration in H2, we believe Boost is well placed

to grow into a bigger and more profitable

brand in 2025/26.

FUNKIN experienced a challenging year, with

revenue down 6.1%. The key driver of this decline

was on-going weak consumer demand in the

on-trade channel where late night venues

remained particularly affected. Whilst we have

seen the level of decline in this part of our

business improve during H2, the outlook for

the on-trade channel continues to be uncertain

and unless market conditions recover we do not

expect a significant improvement in 2025/26.

More positively, the FUNKIN ready-to-drink (RTD)

business continued growing strongly, driven by

successful innovation and distribution gains.

Highlights included new RTD products Blue

Raspberry Martini and limited edition IRN-BRU

Vodka Martini, as well as the launch of a limited

edition, dessert-inspired range featuring

Chocolate Espresso Martini and Black Forest

Gateau. The brand firmly retains its position as

the UK’s Number 1 cocktail choice, both behind

the bar and at home.

Our portfolio of challenger brands play an

important role in delivering our growth ambitions.

Brand-building activities in the year included:

MOMA introducing a fresh new pack design and

launching an oat-based RTD iced coffee in a can;

Bundaberg releasing a new 750ml sharing bottle;

and Barr Flavours introducing a Limited-Edition

Candy Creations range featuring Rainbow Mix

and Fruit Burst flavours.

Strategic Report Corporate Governance Accounts

Driving efficiency

Driving efficiency plays an important role in

delivering our strategic priorities to improve

margins and optimise returns. In 2024/25 we

progressed at pace a number of initiatives

which improve efficiency and productivity.

The multi-year manufacturing capital investment

at our Cumbernauld site continued to progress to

plan. This asset refresh programme is delivering

faster, more efficient production lines, enhanced

dual-site production capability for increased

flexibility and resilience as well as meaningful

contributions to our net-zero roadmap through

lower emissions and reduced packaging weights.

During the year we completed the upgrade of

the two PET lines based in Cumbernauld, both

significant milestones. The final phase of the

programme, replacing the can line, will take

place in the second half of 2025/26. Additionally,

in Q4 we were pleased to have received Board

approval to progress our capital investment plan

at Milton Keynes, which will run over the next

3-5 years. This strategic investment will expand

both capability and capacity in our southern

production site, allowing us to bring more

volume in-house to support organic brand

growth and give greater optionality around

producing brands acquired in the future.

During the year, we completed two important

elements of our strategic programme. Firstly,

we strengthened our convenience channel route

to market by transitioning from a direct to store

delivery model to a broader, more effective field

sales capability. We closed Barr Direct in July

2024. Since then Symbol & Independent retailers

have been fully serviced through our existing

Wholesale customers supported by our larger

field sales team. This provides greater coverage

and influence across independent retailers.

Secondly, during H2 we completed the integration

of the Boost business (acquired December 2022)

into Barr Soft Drinks, streamlining operations to

eliminate duplicated activities and allow the

Boost and Rio brands to leverage the scale and

capabilities of the larger business. Both of these

initiatives were executed on time and on budget,

delivering margin improvement whilst also giving

a stronger platform for future sales growth.

The insourcing of Boost and Rio product

manufacturing has progressed to plan during

the year. We are now manufacturing the full Rio

product range in-house, as well as some Boost

can products. Further Boost insourcing will take

place as our capital investment programme

progresses and we expect to fully complete

the insourcing of Boost by the end of 2027.

The synergy and operating leverage benefits

associated with insourcing are key to delivering

our margin targets.

Finally, we continue to invest in technology to drive

efficiencies across our business. In the past year

we have consolidated both the Boost and FUNKIN

businesses onto our core ERP platform driving

back office savings. We are rolling out a new

AI powered solution for our Field Sales teams

that uses AI image recognition to automate data

collection and provide our sales reps with selling

advice. This saves time and drives distribution

of our brands in retail – this is rolling out in Q1

25/26. We remain alert to the benefits of AI and

other new technologies and will continue to

invest to unlock further opportunities.

Building trust

This year has marked further progress across our

responsible business priorities and commitments.

Our ‘No Time To Waste’ environmental

sustainability programme continued to drive

the business towards the achievement of its

environmental targets, including our net-zero

commitment. During the year we revised our

science-based targets to include MOMA and

Boost and have submitted these, along with new

Forest, Land and Agriculture (FLAG) emission

reduction targets and a new commitment to

no deforestation from the end of 2025, to the

Science Based Target Initiative (SBTi) for

validation. We also moved to a minimum of

30% recycled PET content across the majority

of our Soft Drinks portfolio and MOMA now

uses 100% recyclable packaging. We remain

fully supportive of the introduction of a

UK Deposit Return Scheme in 2027.

We continued to support our people across

various areas, both professionally and personally.

This year, we launched our new learning platform

‘The Learning Barr’ aimed at encouraging

continuous learning and development every day.

We are also pleased to report an increase in

employee engagement, with our annual survey

showing Group-wide engagement rising to 78%

(2023/24: 76%), which is 11% above the industry

average (Source: WorkL). Everything we do is

founded on promoting engagement across our

teams, aligning everyone with the journey we are

on and empowering our people with the energy,

leadership and commitment needed to achieve

success. Finally, during the year the business

launched its new Employer Brand, ‘Let’s Grow!!!’,

designed to help us stand out as an employer,

attract new talent and further strengthen

our workforce.

Outlook

I would like to take this opportunity to thank all

the teams across the business for their hard work

in delivering an excellent overall performance

in 2024/25. It is a privilege to join and lead the

business, working alongside high performance

teams and talented individuals.

I look back on the year as one in which we made

significant progress towards our long-term

strategy of consistently delivering mid-single digit

Revenue growth, mid-teens Operating Margin

and 20% Return on Capital Employed (ROCE).

We ended the year in strong financial health,

with our brands and business well-positioned

for further growth. The external environment

is expected to remain challenging, driven by

factors such as ongoing inflation and the recent

national insurance increase. However, we are

committed to navigating the pressures and

meeting our goals. With a refreshed leadership

team and exciting commercial plans for 2025/26,

I am confident that our strategy will continue to

drive growth and success in the years to come.

Euan Sutherland

Chief Executive Officer

25th March 2025

Details of all our responsibility commitments,

goals and activities can be found on pages 26 to 49



Examples of our strategy in action can be found

on pages 9 to 18



A.G. BARR p.l.c. Annual Report and Accounts 2025

RESPONSIBLE BUSINESS REPORT

Behaving

responsibly

for 150 years.

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

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 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

build great brands for everyone – 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.

Strategic Report Corporate Governance Accounts

Behaving responsibly for 150 years

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 68 to 75, to ensure that our priorities are aligned.

As such, behaving responsibly at AG 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 21 within the non-financial KPI section

** Science-based targets as approved by the 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 45 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*

• 2026 Goal: 80%

Women in Leadership*

• 2026 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

• 2026 Goal: 12% improvement from a 2020

baseyear

Packaging

• 2035 Goal: 100% circular or renewable

packaging

To continue to 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.

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 2025

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

Environmental matters Responsible Business Report – We respect the environment Pages 34 to 47

Employees Business model

Responsible Business Report – We act with integrity

Pages 6 to 7

Pages 29 to 33

Social matters Business model

Responsible Business Report – We support healthy living

Responsible Business Report – We give back

Pages 6 to 7

Page 48

Page 49

Non-financial metrics Responsible Business Report – Non-financial KPIs Page 21

Business risks Risk Management Pages 55 to 63

Business model Business model Pages 6 to 7

SECR Responsible Business Report – SECR reporting Pages 46 to 47

TCFD and CFD Responsible Business Report – TCFD and CFD disclosures Pages 39 to 46

ABC Governance Audit & Risk Committee Report Pages 81 to 82

Supplier controls Responsible Business Report – Sustainable sourcing Page 38

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/

Non-financial and sustainability

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 6.6.6R(8), 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 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.

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 related to the selection

and ongoing assessment of our suppliers.

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 Group employees and ABC training is provided

to employees on induction and on a regular

basis thereafter. In order to successfully

complete the training, employees must answer

various questions correctly to indicate that they

comprehend the training material. 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; further

details are set out in the ABC policy. The Audit

and Risk Committee reviews the effectiveness of

the Group’s anti-bribery systems and controls

annually, and also reviews and approves the

Group’s ABC Policy on an annual basis. No bribery

and corruption issues arose during the year.

The Group Security Dealing Code prohibits

employees from engaging in insider trading. The

rules are designed to ensure that employees do

not misuse, or place themselves under suspicion

of misusing, information about the Group which

they have and which is not publicly available.

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.

RESPONSIBLE BUSINESS REPORT CONTINUED

Strategic Report Corporate Governance Accounts

COMMITMENT 1

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.

• 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.

• 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.

• Use of health and safety management system

software that provides easy to use and robust

accident and near miss reporting.

• Continued success of our driver safety

programme for everyone who drives a car

as part of their work activities. This comprises

a driver risk assessment and tailored

e-learning modules.

• Focused leadership training for our health

and safety representatives at Milton Keynes

and Cumbernauld.

• Mental Health awareness training included

in our leadership academy programme, and

training for Mental Health First Aiders across

the business.

We act

with integrity

Accident incident

rate reduced

from 2.7 to

2.0

Safety

A.G. BARR p.l.c. Annual Report and Accounts 2025

We are pleased to report that our accident

incident rate, the number of RIDDOR accidents

per 1,000 people, reduced from 2.7 to 2.0 during

the past 12 months. This, along with our ISO 45001

certification, are clear validations of the hard

work that is ongoing to continually improve our

safety standards and culture.

Our accident incident rate KPI, as detailed in

our non-financial KPIs on page 21, 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.

Our Forfar factory has achieved 6 years with

zero lost time accidents.

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 employees, to

the provision of training and resources to raise

awareness of wellbeing issues, such as mental

health and sleep, we work hard to create a culture

where open conversations are encouraged and

our people are properly supported.

Employee Engagement

For 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 most recent additions

to our Group, while also ensuring that we

continue to value and nurture the unique essence

of what makes AG 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.

6 years

with zero lost time

accidents at

Forfar factory

RESPONSIBLE BUSINESS REPORT CONTINUED

Safety

2025: 78%

(2024: 76%)

Employee Engagement

Strategic Report Corporate Governance Accounts

Employee values

Underpinning our corporate values, our three

business divisions – Soft Drinks, FUNKIN and

MOMA – each have their own employee values,

which play an important role in building teams

and strengthening performance.

For our Soft Drinks division, which comprises our

largest group of employees, 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.

The employee values for FUNKIN and MOMA

are more reflective of the entrepreneurial and

agile nature of their businesses.

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 recognises the direct links between

learning and an engaged population of

employees. We have a multi-year learning and

development (L&D) strategy that will ensure that

all our employees have the required skills and

knowledge to thrive in their current roles as well

as build skills and capability for the future.

Evolving our learning culture requires a

multi-faceted approach and our newly

refreshed learning management system (LMS),

the “Learning Barr”, ensures equity of access to

learning for all employees.

During the year we have taken steps to centralise

all of our internal learning resource into one team

– this ensures a consistent employee experience

and drives a business wide view of learning

and development.

The focus in 2025/26 will continue to centre on

driving confidence and capability across all roles

and teams. The Learning Barr allows employees

to drive their own learning, with face-to-face and

e-learning options available to all. Additionally,

we will continue to drive the ‘Squiggly Career’

philosophy and will continue to liaise with our

external L&D partner, who have been an

important part of empowering our employees

to drive their own career development.

Our Transformational

Leadership programme

A twelve month project – involved 80 of our most senior

leaders and focussed on delivery and creating value,

with the help of external guest support.

Learning & development

A.G. BARR p.l.c. Annual Report and Accounts 2025

Diversity, equity and inclusion

We strive to be an inclusive employer that

supports our employees 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.

Our Group Diversity, Equity and Inclusion

Policy sets out our specific aims in this regard,

as follows:

• To ensure that all employees and job

applicants are treated fairly. In particular,

we are strongly opposed to any employee,

job applicant or supplier being treated less

favourably on the grounds of gender, age,

disability, gender reassignment, marriage

or civil partnership, pregnancy or maternity,

ethnicity, race, nationality, religion or belief,

or sexual orientation.

• To embrace diversity, valuing and respecting

everyone’s differences, allowing us to make

the most of individual talent. We welcome

different and fresh ways of thinking,

encourage innovation and a culture of

speaking up to identify areas for improvement.

• To promote a work environment that is

inclusive of all employees, where people

can be themselves at work and their opinions

are valued.

Our leadership team across the business is

responsible for implementing this policy and

ensuring that their teams and employees are

aware of their responsibilities.

The gender balance across the organisation has

been maintained 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.

The key metrics from our latest Barr Soft Drinks

Gender Pay Report are detailed below:

RESPONSIBLE BUSINESS REPORT CONTINUED

Mean Gender Pay Gap

-13.7%

(2023: 1.4%)

Median Gender Pay Gap

-5.5%

(2023: -4.6%)

Mean Bonus Pay Gap

22.5%

(2023: 19.1%)

Median Bonus Pay Gap

-16.7%

(2023: -5.0%)

Gender Pay report

2024 2025

Male 6 5

Female 4 4

Total 10 9

2024 2025

Male 62 72

Female 44 45

Total 106 117

2024 2025

Male 699 663

Female 331 318

Total 1,030 981

GENDER DIVERSITY AS AT YEAR END

Board & Company Secretary

Leadership team

All employees

2025

44%

Female

2025

38%

Female

2025

32%

Female

2025

56%

Male

2025

62%

Male

2025

68%

Male

Strategic Report Corporate Governance Accounts

Positive numbers are favourable to men and

negative numbers are favourable to women.

Our mean gender pay gap has shifted since 2023

and is now favourable to women. Last year, it was

slightly favourable to men. This shift in mean

gender pay gap in the past year was as a result of

females being recruited into the most senior roles

in the organisation, balanced with men being

recruited into more junior roles. As per last year,

our median pay gap is favourable to women.

Our mean bonus pay gap is favourable to men,

which is a result of the executive directors having

significantly higher bonus potential, and both

being male. The median bonus pay gap remains

in favour of women, reflecting the higher

representation of women at senior levels in

the organisation.

% employees receiving a bonus payment

Male

91.7%

2023: 94.3%

Female

94.7%

2023: 95.1%

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

Reward

Our approach to reward aims to link

remuneration with the delivery of our key

strategic priorities and our overarching purpose,

to build great brands for everyone – 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 close to the market median,

ensuring we can attract and retain high-calibre

employees. We operate a bonus scheme

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 85 to 122.

Responsible policies and procedures

We have high expectations of our suppliers,

our partners and ourselves. Across 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 corporate 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 55 to 63.

Our leadership team worked

closely with Avivah Wittenberg-Cox,

an external expert in gender and

generational balance, who provided

an educational and upskilling

session for our senior leaders.

Diversity, equity and inclusion

A.G. BARR p.l.c. Annual Report and Accounts 2025

We take our environmental responsibilities

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.

Our first full carbon footprint assessment

took place in 2020/21 and this represents our

baseline emissions year. We have built up data

year-on-year since 2020/21, which has allowed

us to assess our impact and track progress

towards our long-term goals.

With continued support from the Carbon Trust

we have now completed a full carbon footprint

assessment for our 2023/24 financial year

covering our Scope 1, 2 and 3 greenhouse

gas emissions.

Following reporting best practice, during the year

we recalculated our baseline emissions data and

re-submitted our near and long-term net-zero

targets to the SBTi for approval, along with new

Forest, Land and Agriculture (FLAG) emission

reduction targets and a new commitment to

no deforestation from the end of 2025. The

recalculated baseline will reflect the addition of

the MOMA and Boost businesses to our Group,

the latest emission factors and a change in

methodology to include emissions from carbon

dioxide lost in process in our Scope1 emissions

(previously Scope 3). We are also intending to

change our baseline year from 2020 to 2023

for the following reasons:

RESPONSIBLE BUSINESS REPORT

CONTINUED

COMMITMENT 2

respect the

environment

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 emissions (Scope 3).

Safety in focus

Strategic Report Corporate Governance Accounts

• Acquisitions: following the acquisitions

of MOMA and Boost in 2022, we have

recalculated our emissions to produce the

most accurate reflection of AG Barr’s footprint

at the Group level. This follows the operational

control approach for our environmental

reporting and ensures consistent target setting

across the Group.

• FLAG emissions: we use certain natural

materials in our products, from our ingredients

to packaging, and we are monitoring and

setting targets based on our Forest, Land,

and Agriculture (FLAG) emissions. The earliest

complete year of data we have for these

emissions is 2023.

• COVID-19: as for many businesses, our

previous 2020 baseline data was impacted

by the COVID-19 pandemic and therefore

unrepresentative of our typical emissions

production. In order to fully understand the

success of our net zero strategy going forward,

we need to compare future emissions data to

a representative start point.

A detailed breakdown of our 2023/24

greenhouse gas emissions is contained within the

Metrics and Targets section of our TCFD and CFD

disclosures on pages 39 to 46. These disclosures

also contain our Streamlined Energy Carbon

Reporting (SECR) report which sets out our

Scope 1 and 2 data for the 2024/25 financial year.

The additions of MOMA and Boost to our Group

in 2022 resulted in an increase in our total carbon

footprint. However, our carbon emissions across

our operations (Scope 1&2) for 2023/24 reduced

by 25% compared to our baseline year (2020/21)

despite the underlying business increasing sales

volumes. The percentage decreases over time

are included in our Non-Financial KPIs on page

21. We delivered a number of positive carbon

reduction initiatives across the year, including

plastic lightweighting and an increase in our

overall use of recycled plastic across our

packaging.

We remain 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 moving to

biogenic carbon dioxide, 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 to reduce emissions.

Our roadmap to net-zero sets out our progress

and plans.

98.77%

We are procuring REGO backed

renewable electricity across all

our operational sites, reducing

Scope 2 market-based emissions by

4,630 tCO

e (98.77%) in comparison

to location-based emissions.

Carbon reduction

In focus

Our 2023/24 greenhouse gas emissions

Scope 1

Direct emissions from

activities we control

(6,888 tonnes)

Scope 2

0.02%

Market-based. Indirect

emissions from purchased

energy (47 tonnes)

Scope 3

96.9%

All other emissions that

occur in the value chain

(219,959 tonnes)

Total emissions

226,893

tonnes CO

6.7% Equipment & services

3.3% Manufacturing

4.3% At home

refrigeration and

consumption

20.9% Ingredients

3.4% Waste

management

0.4% S t a ff

commuting &

travel

20.4% Transport

& distribution

40.6% Packaging

A.G. BARR p.l.c. Annual Report and Accounts 2025

The road to net-zero

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.

Further information is available on pages 39 to

46 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.

We continually seek to reduce the amount of

packaging we use. 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

we first reduce, then recycle and reuse our

packaging in order to minimise waste. Last year,

packaging constituted 40.6% of total emissions

across our value chain, therefore reducing the

environmental footprint of our packaging will be

a critical part of our journey to reach net-zero.

Our packaging strategy is aligned with the

commitments of the UK Plastics Pact, to which we

became signatories in 2022. The Pact’s targets

include 100% of plastic packaging to be reusable,

recyclable, or compostable, and all plastic

packaging to average 30% recycled content

(which currently sits at 26% across the UK market).

Along with Barr Soft Drinks and FUNKIN, the

packaging for all our MOMA products is now

100% recyclable, and we use clear on-pack

recycling messages to help ensure it is disposed

of correctly. To facilitate recycling, we’ve

extended our tethered caps to the majority of

our soft drinks portfolio to ensure the whole pack

– container and cap – can be recycled together.

Along with plastic, aluminium is a key packaging

material across our product and this year we’ve

achieved 62% recycled aluminium content,

reducing our use of virgin aluminium by

100tonnes compared to the previous year.

We’re pleased to report that our multipack

film wrap is made with 100% recycled plastic.

Furthermore, the majority of our Barr Soft Drinks

bottles have a minimum 30% recycled content,

and 42% of the PET we used during the year was

recycled (rPET), up from 37% in the previous year.

During the year, we moved to a minimum of 30%

rPET content across the majority of our Barr Soft

Drinks portfolio. However, the availability of high

quality, food grade recycled plastic has remained

an ongoing issue across the food and drink

industry, in the UK and beyond. Along with many

other companies, we have had to reconsider our

rPET commitments due to challenges around its

quality and consistent availability, as well as the

delay to Scotland’s DRS, which was expected to

give us access to greater volumes of higher

quality rPET. We will review our levels of rPET

content across all of our products once the UK’s

DRS scheme is introduced and improves access

to higher quality rPET. Aligned to this, we remain

fully supportive of the introduction of a UK DRS

in late 2027.

We remain fully committed to achieving our

net-zero science based carbon emission targets

and moving to 100% circular or renewable

packaging as and when new technology in

non-fossil fuel based PET allows. However, we

recognise that the transition may not be linear.

We continue to work with our suppliers on

sustainable alternatives to rPET.

RESPONSIBLE BUSINESS REPORT CONTINUED

Lightweighting has also been crucial

to our sustainable packaging

strategy, and we’ve implemented

technical changes in our production

lines to remove 1g from each plastic

bottle we use. Reducing the material

in our packaging reduces our

emissions and waste production.

Plastic and packaging

Strategic Report Corporate Governance Accounts

2020

• ESG Board Committee established

• Launch of No Time To Waste

environmental sustainability programme

• Switch to 100% renewable electricity

• 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

• 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

• 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)

• 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

• 100% recycled plastic film on all multipacks

• Set Forest, Land and Agriculture emissions

reduction targets for validation by the SBTi

• Set updated science-based targets for validation

by the SBTi

• Aluminium recycled content increased to 62%

• MOMA moved to 100% recyclable packaging

• Procuring REGO backed renewable electricity

across all our operational sites

2025-30

• 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

heat pumps

• Installation of lower energy

intensive manufacturing

equipment at our Cumbernauld

site, including new PET and can

filling lines

• Reduction of CO

as a

manufacturing processing aid,

process improvements in

manufacturing, and transition

to biogenic CO

sources

• Key suppliers transition to

green electricity

2035-50

• Further use of recycled content and renewable

materials

• Logistics partners move away from diesel

• Suppliers and logistics partners deliver on

their net-zero commitments

2035

• Become net-zero across

our own operations

2050

Become net-zero across

our full value chain

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%

2030-35

• Further degasification through heat pumps

• Supplier engagement and collaboration

programme

• 100% circular or renewable packaging

OUR PROGRESS

OUR PLANS

A NET-ZERO FUTURE

A.G. BARR p.l.c. Annual Report and Accounts 2025

RESPONSIBLE BUSINESS REPORT CONTINUED

Water and waste

As a multi-beverage business, water is a key

ingredient, as well as a necessary resource we

rely upon across our operations. Water scarcity

is an increasing concern both in the UK and

across our international supply chain, and we

continue to monitor and map the risk of water

restrictions along our value chain.

We are pleased to report further improvements

in our water usage efficiency. We’ve already

exceeded our water efficiency target for 2025,

achieving a ratio of 1.72 litres of water used for

every litre of product we produce. This represents

a 12.2% improvement in efficiency compared to

our 2020/21 baseline, due in part to a number of

initiatives across our manufacturing sites. More

information can be found in our non-financial KPI

section on page 21. We’ve also implemented a

reduction in process water usage for rinses at

our Cumbernauld site, which has the potential

to save c.15 million litres of water per year and,

through our water utilisation programme at

Milton Keynes, we aim to implement these

learnings across our operations.

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 through our

Supplier Code of Conduct to ensure adherence

to environmentally responsible practices,

including water stewardship.

For the fifth consecutive year, we’re pleased to

announce that 100% of our non-hazardous waste

was diverted from landfill. Our objective is to

maintain this performance on a permanent basis,

as we aim to improve our waste management

through initiatives such as waste auditing and

packaging return and reuse.

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. We monitor the

proportion of our key packaging and ingredients

suppliers with Science Based Targets in place,

and will expand this process to include other

environmental metrics into our supplier

evaluation as data becomes available.

We will implement a no deforestation

commitment and policy with effect from the

end of December 2025. This covers our primary

deforestation – linked commodities such as

cocoa, coffee, sugar and palm oil, and details

the traceability of information and monitoring

procedures we will implement to ensure no

deforestation occurs along our supply chain.

Materiality and stakeholder engagement

We regularly engage with internal and external

stakeholders to ensure that our responsibility

agenda addresses 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.

We are also targeting waste reduction across our

own operational sites. Our Brilliance in the Making

continuous improvement manufacturing

programme operates across our production sites

and identifies and delivers initiatives that generate

efficiency, waste and water improvements.

The programme demonstrates the benefit of

efficiency improvements for both our operations

and in reducing our environmental impact. During

the year we reduced our total solid waste to 3.0kg

waste produced per 1,000L of product produced,

exceeding our 2024/25 target. Our Environmental

Representatives across our production sites are

crucial for implementing our Group-wide waste

and water strategies throughout the organisation,

and are encouraged to flag resource and

process inefficiencies if they occur.

We are aware of the energy and emissions

required in recycling and processing waste

and have sought to simplify this process where

possible, and have partnered with a number of

businesses to reuse the cardboard packaging

for our raw materials.

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

Our Milton Keynes site has begun

the latest project to optimise our

water usage, with workstreams

focussed on rinse reductions and

Clean In Place (CIP) optimisation.

Beyond technological changes, this

project will also involve employee

training to improve maintenance

and metering, allowing us to more

thoroughly monitor our water and

waste production.

Water and waste

Strategic Report Corporate Governance Accounts

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 have continued to work with third party

assurers, the Carbon Trust. Over 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 2024

against the 14064-3 standard.

Scope 1 and 2 verification for the year ended

January 2025 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.

ESG-related corporate ratings

During 2024, we received a Silver Medal

classification from EcoVadis, placing us in the top

15% of companies reporting through the platform.

We understand that our customers have their

own Scope 3 emissions targets and supplier

engagement goals, so we endeavour to meet

those requirements by completing additional

external reporting through organisations such

as EcoVadis and Manufacture 2030.

We have also maintained our ‘AA’ rating from MSCI,

through an assessment that includes corporate

governance and behaviour, along with industry-

specific ESG-related risks. This classifies us as

‘leaders’, sitting in the top 15% of our reporting peers.

We have a Climate Disclosure Project (CDP)

B classification.

Further information on our corporate governance

framework can be found on pages 66 to 80.



Governance

Board of Directors

The AG 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 the Group

corporate 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,

our net-zero roadmap, as well as the approval

of our strategic capital investment programme,

incorporating projects which will contribute to

greenhouse gas emission reduction. During the

year, the Board received ESG training from an

independent third party adviser.

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.

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 below.

‘AA’

Rating from MSCI maintained

Climate

BoardExecutive Committee

Group Risk Committee

“No Time To Waste”

Steering Committee

Capital Allocation Committee

Audit and Risk Committee

ESG Committee

Remuneration Committee

Nomination Committee

A.G. BARR p.l.c. Annual Report and Accounts 2025

RESPONSIBLE BUSINESS REPORT CONTINUED

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 corporate 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 four times

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 pages 87 and 88.

• 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 Chief Executive Officer, 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. In the following year, this Steering Group

will be expanded to become an ESG Steering

Committee, reporting to the ESG Committee.

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 Executive Committee is responsible for

identifying and managing emerging risks and

opportunities at an AG Barr Group level. This

committee conducts an annual review prior to

making recommendations to the Board, the

output from which forms part of our Board’s

annual Strategy Review.

• 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.

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 37.

Our strategic timeframes are as follows:

• Short-term: 0 to 1 year

• 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:

Strategic Report Corporate Governance Accounts

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 the risk of supply issues and ultimately protecting availability.

We have developed a raw material origin tracker which allows us to see beyond our direct suppliers and understand specific geographic locations of raw material processors. By reviewing this data we

can better understand the mitigating actions we can take and spread our raw material sourcing 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.

Workstreams have been established at our Milton Keynes site to improve water usage efficiency and explore production changes to pre-empt water restrictions.

Potential financial impact movement:

Moderate

Major

Critical

A.G. BARR p.l.c. Annual Report and Accounts 2025

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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 a waste incineration tax.

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, FUNKIN and MOMA packaging is already recyclable and we are increasing our use of recycled

material. We now have 100% recycled plastic film across consumer multipacks and a minimum of 30% rPET across our Barr Soft Drinks portfolio. 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 reduction in the weight of our factories’

outer stretch wrap. Our long-term objective is to move to 100% circular or renewable packaging across our entire portfolio.

In addition, we are positive supporters of the implementation of the Deposit Return Scheme (DRS) in the UK, which will help to mitigate Extended Producer Responsibility (‘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, and/or national targets for grid decarbonation are not achieved. This could result in increased costs

to the business as our supply base passes these increases through and impact the reduction of our purchased electricity emissions (Scope 2)

in line with our net-zero targets.

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 long-term 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.

Strategic Report Corporate Governance Accounts

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 corporate risk

Committee every two months.

The Executive Committee, as already detailed

in the Governance section, is responsible for

the Group‘s emerging risks and opportunities

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.

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 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.

A.G. BARR p.l.c. Annual Report and Accounts 2025

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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 RCP 8.5 / 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,

precipitation 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 corporate 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 corporate 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, environmental 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 “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 any 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 21 and 27.

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.

Strategic Report Corporate Governance Accounts

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.

As referred to above, during the year we

recalculated our baseline emissions data and

re-submitted our near and long-term net-zero

targets to the SBTi for approval, along with new

Forest, Land and Agriculture (FLAG) emission

reduction targets and a new commitment to

no deforestation from the end of 2025. If these

new targets are approved by the SBTi, they

will be disclosed in next year’s Responsible

Business Report.

Our 2023/24 greenhouse gas emissions

Emissions (tCO

2020/21 2021/22 2022/23 2023/24

Total Scope 1 7,375 3,848 4,364 6,888

Total Scope 2 – market based 1,904 1,036 180 47

Scope 3

Category 1a – Purchased goods and services (product-related) 106,392 86,767 117,80 9 139,375

Category 1b – Purchased goods and services (non-product related) 7,6 60 11,877 5,276 6,597

Category 2 – Capital goods 1,776 3,311 8,623 8,676

Category 3 – Fuel and energy related activities 2,155 2,158 2,476 2,149

Category 4 – Upstream transportation and distribution 26,429 30,616 24,493 26,410

Category 5 – Waste generated in operations 128 117 190 117

Category 6 – Business travel 363 85 428 506

Category 7 – Employee commuting 448 223 412 444

Category 8 – Upstream leased assets – – – –

Category 9 – Downstream transportation and distribution 16,367 18,254 18,888 17,99 8

Category 10 – Processing of sold products 2 348 128 194

Category 11a – Use of sold products (direct) 2,943 – 5,009 5,890

Category 11b – Use of sold products (indirect) 3,055 2,016 3,393 3,867

Category 12 – End-of-life treatment of sold products 5,697 4,236 6,499 7,663

Category 13 – Downstream leased assets – – – –

Category 14 – Franchises 36 – – –

Category 15 – Investments 82 99 108 72

Total Scope 3 173,533 160,107 193,733 219,959

Total Scope 1, 2 & 3 182,812 164,991 198,276 226,893

Note: Emissions for 2020/21 and 2023/24 have been recalculated to take account of a change in methodology to include emissions from carbon dioxide lost in process in Scope 1 (formerly Scope 3).

Emissions for 2022/23 have been recalculated to include a full year’s emissions for the Boost business. Scope 1 & 2 data for 2021/22 and 2022/23 has been omitted from the non-financial KPI on emissions

reduction (page 21), as the methodology and operations covered do not align with the other years and therefore the data is not comparable.

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 by 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

by 25% within the same timeframe.

Long-term Targets

We commit to reduce absolute Scope 1

and 2 GHG emissions by 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 by 90% by FY2050 from

a FY2020 base year.

Notes: FY2020 refers to AG Barr financial year 2020/21

ended in January 2021. The same convention applies to

FY2030, FY2035 and FY2050.

A.G. BARR p.l.c. Annual Report and Accounts 2025

RESPONSIBLE BUSINESS REPORT CONTINUED

Our total 2023/24 emissions increased

year-on-year by 14.4%. The main driver of this

was our Scope 3 emissions, which increased

primarily as a result of increased production

volumes which have accompanied our strong

growth performance for the year. Increases in

the emission factors used to calculate our

Scope3 data are another cause of this overall

increase. As we look to implement our ambitious

growth plan in the years ahead, it will be vital

to decouple our emissions from the increases in

production which will be required to deliver our

strategy. Initially, this requires us to continue

improving our energy and resource use

efficiency, along with our supplier engagement

strategy to ensure strategic suppliers implement

net-zero targets and reduce emissions along

our value chain. Our packaging strategy to

lightweight and increase the recycled content

of our materials will be required to achieve our

overarching goal of reducing absolute emissions.

We have now recalculated our SBTi approved

science-based targets and our baseline 2020/21

data to fully include the emissions increase from

our acquisitions of MOMA and Boost and the

methodology change referred to above. 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.

Our combined Scope 1 and 2 emissions for 2024/25

reduced by 43% compared to the baseline year,

as a result of a number of positive actions which

reflect the progress made against our net-zero

commitment. These are detailed in the SECR

section that follows, and further information can

be found within our carbon reduction section

and net-zero roadmap on pages 34 to 37.

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 2024/25 financial year in the

SECR section.

TCFD and CFD Compliance Statement

We have complied with the requirements of

Listing Rule 6.6.6R(8) 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 fifth year, for the period 29 January 2024

to 25 January 2025. 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 2024/25 was

43,053,114 kWh. This includes the Company’s

electricity and natural gas usage for our

production, distribution and office buildings

as well as transport fuels for logistics vehicles

and Company cars. This compares to a figure

of 44,446,210 kWh in 2023/24.

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 2024/25

were 9,896.49 tCO

e, as summarised in the table below:

Carbon Emissions (Location-based)

2024/25

2023/24

verified footprint

Scope 1 emissions – (tCO

e) 5,208.85 6,888.11

Scope 2 emissions – purchased electricity (tCO

e) 4,687.64 4,798.94

Scope 2 emissions – purchased steam (tCO

e) – –

Total Scope 1 & 2 emissions (tCO

e) 9,896.49 11,687.05

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

The 2023/24 footprint underwent 3rd party verification after the publication of the 2023/24 annual report leading to an adjustment

in Scope 1 emissions previously stated at 6,897.47 tCO

e. Biogenic emissions from HVO and Biomethane combustion in vehicles and

sourcing of a proportion of CO

for carbonation from biogenic sources led to out-of-scope emissions of 493.83 tCO

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 2024/25 were 5,266.34 tCO

compared to 6,934.65 tCO

e in 2023/24, as summarised in the table below:

Carbon Emissions (Market-based)

2024/25

2023/24

verified footprint

Scope 1 emissions – (tCO

e) 5,208.85 6,888.11

Scope 2 emissions – purchased electricity (tCO

e) 57. 49 46.54

Scope 2 emissions – purchased steam (tCO

e) – –

Total Scope 1 & 2 emissions (tCO

e) 5,266.34 6,934.65

The market-based approach accounts for zero carbon renewable electricity purchase (backed by REGOs) at all AG Barr’s facilities,

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

The 2023/24 footprint underwent 3rd party verification after the publication of the 2023/24 annual report leading to an adjustment

in Scope 1 emissions previously stated as 6,897.47 tCO

e. Biogenic emissions from HVO and Biomethane combustion in vehicles and

sourcing of a proportion of CO

for carbonation from biogenic sources led to out-of-scope emissions of 493.83 tCO

Strategic Report Corporate Governance Accounts

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.

The organisational boundary is A.G. BARR p.l.c.’s

global operations. An operational control

approach has been taken. We have used the UK

Government greenhouse gas conversion factors

for Company reporting 2024. Scope 2 emissions

from purchased electricity have been measured

using a location-based approach.

Intensity ratio

For 2024/25 location-based emissions, our

emissions intensity, measured as the total Scope 1

and 2 emissions relative to the thousand litres of

product produced is 21.73 kgCO

e per thousand

litres of product produced. This compares to

25.63 kgCO

e per thousand litres of product

produced for 2023/24, as detailed in last year’s

Annual Report. The decrease is due to energy

efficiency improvement actions undertaken

during the year – see further details below.

Energy efficiency actions

1. We are procuring REGO backed renewable

electricity across all our operational sites,

reducing Scope 2 market-based emissions

by 4,630 tCO

e (98.77%) in comparison to

location-based emissions.

2. We have procured 17.76% of our CO

gas for

carbonation from biogenic sources, leading to

a 891.00 tCO

e reduction in Scope 1 emissions.

3. We ran 12 compressed natural gas (CNG)

trucks on biomethane to replace diesel. This

reduced emissions by 113.99 tCO

e in 2024.

4. The trucks at our Moston depot ran on

Hydrotreated Vegetable Oil instead of diesel,

contributing to an estimated reduction of

43.96 tCO

5. We have installed two new PET lines at our

Cumbernauld manufacturing site. The ovens

of the new lines consume c.11% less power

than the previous lines. High pressure air

consumption is 20% less than on the previous

line. This results in an estimated annual saving

of 390,000 kWh.

6. We have installed a new compressor at our

Cumbernauld factory. This has been designed

to run more efficiently and to save an

estimated 71,250 kWh per annum.

7. We have continued to roll 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,

improvements in line reliability and the

reduction of waste.

A.G. BARR p.l.c. Annual Report and Accounts 2025

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.

In response to our consumers’ changing needs

and their desire to reduce total calories consumed,

we have continued to significantly reduce the

total sugar content and calorie count across our

products, both through the reformulation of

existing products and the launch of zero sugar

products during the year. To aid portion control,

we offer our products in a range of pack sizes.

High Fat, Sugar, and Salt (HFSS) products have

been subject to price and location restrictions

in England since 2022. These products include

‘high sugar’ standard soft drinks with greater

than 4.5g total sugar content per 100ml and, by

this definition, 97% of our current Barr Soft Drinks

portfolio is HFSS exempt.

Similarly, the UK Soft Drinks Industry Levy (SDIL),

known colloquially as the ‘sugar tax’, has an

exemption threshold of less than 5g total sugar

per 100ml, therefore 97% of our Barr 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.

Our Responsible Marketing Code of Conduct

(available on our corporate website) sets out

our commitment to ensuring that our marketing

communications are at all times clear, accurate

and not misleading. We comply with the letter

and the spirit of all applicable laws and

regulations and, where applicable, all voluntary

industry codes. Our marketing communications

will not use language or present imagery that

may be seen as derogatory or offensive to any

particular group of people, including those

defined by gender, ethnicity, religion or sexual

orientation. We will not seek to mislead our

consumers through false, exaggerated or

ambiguous claims. Any claims about our

products, their benefits, or nutritional content

will be substantiated by reliable evidence.

Similarly, we will avoid ‘greenwashing’ and we

will not make any environmental claims that are

false, exaggerated, ambiguous, or which cannot

be substantiated by reliable evidence.

We advertise responsibly, ensuring our

advertising is age appropriate, beyond

regulatory requirements – for example, across

all of our brands we will not target under 12’s

through direct communication or indirectly by, for

example, associating with celebrities, influencers,

or events, who or which have a primary appeal

to under 12’s. In addition, we never advertise

HFSS, caffeinated or energy products to under

16s. In advertising our FUNKIN cocktail range,

we adhere to an enhanced Code of Conduct

for the promotion of alcoholic beverages.

Pricing information and promotional offers will

be presented accurately and transparently. Any

discounts, promotions, or special offers will be

clearly stated, including any terms and conditions

that may apply.

Labelling

We are committed to providing clear calorie

and nutritional information on our packs and/or

our websites to help consumers make informed

choices. 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.

We integrate calorie-related callouts into our

packaging designs to further aid consumer

awareness.

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.

Research and Development

Our in-house research and development

team delivers a wide range of innovation and

reformulation projects, following regular and

thorough consumer research to better understand

our consumers’ changing preferences.

We aim to help people lead healthier lifestyles

and understand that consumer choice is

increasingly influenced by nutritional content.

We’re expanding our products accordingly,

already offering non-alcoholic alternatives

in our FUNKIN cocktail range, and developing

Rubicon products with a higher vitamin content.

RESPONSIBLE BUSINESS REPORT CONTINUED

COMMITMENT 3

We support

healthy living

Strategic Report Corporate Governance Accounts

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, Woodlarks

Accessible Campsite, Women’s Aid, The Scottish

Wildlife Trust and Children’s Hearing Scotland.

Marie Curie charity partnership

Barr Soft Drinks continued to support Marie Curie

as our national charity partner during the year

and has donated £150,000 over our three-year

partnership. Marie Curie is the UK’s largest

end-of-life charity and provides support for

individuals and their families experiencing

terminal illness.

The corporate donation has been supplemented

by additional, employee-led fundraising

opportunities and individual employee

challenges such as trekking to Everest Base

Camp. In the spirit of camaraderie, four

employees from across the business braved

“Zipslide the Clyde” – ziplining 100ft over the

River Clyde in Glasgow, and raising £3,000

in sponsorship.

Charity Champions

Employees from across the business are

encouraged to join the planning and

implementation of our fundraising, particularly

as ‘Charity Champions’. Our partner charities

are chosen through a Company-wide employee

vote and we aim to work with charities that

reflect the values and concerns of our teams.

Wildflower garden

Our colleagues at FUNKIN planted wildflowers

near our Camden site, to improve local

biodiversity and support pollinators. As we

expand our No Time To Waste environmental

sustainability workstreams to include nature-

related targets and disclosures, charity action like

this will complement our corporate environmental

strategy which is ingrained in our business activity.

We’ve also aligned our employee wellbeing

strategy with our charitable activity this year,

with representatives from Scottish testicular

cancer charity Cahonas giving a talk at our

Cumbernauld site. The event succeeded in

spreading information on the symptoms and

reducing the stigma associated with this disease.

COMMITMENT 4

We give

back

Good Neighbour

Community Giving Fund

In addition to our partnership with Marie Curie,

we have launched our Good Neighbour

Community Giving Fund, through which employees

can nominate charitable organisations local to our

sites across the UK. These charities will receive a

split of an additional £20,000 each year, and we

aim to support a range of organisations across

areas of health and wellbeing, environment and

sustainability, and social inequality.

Giving back

A.G. BARR p.l.c. Annual Report and Accounts 2025

FINANCIAL REVIEW

Overview

The business has delivered another set of very

pleasing financial results. A strong performance

across all core financial metrics in a year where

we have upweighted investment in both revenue

growth drivers and manufacturing infrastructure

to ensure we remain fit for the future.

Revenue grew 5.1% to £420.4m led by soft drinks.

The growth was broad-based across the

portfolio, driven by a good balance of pricing,

product mix and volume growth. A positive

performance against a backdrop of poor weather

and a challenging economic environment.

Our commitment to improve operating margin

continues to be delivered from a combination

of organisational simplification, supply chain

efficiency and on-going strong cost discipline.

These initiatives delivered a 130bps improvement

in adjusted operating margin* and contributed to

an adjusted profit before tax* of £58.5m, up 15.8%

on the prior year (2023/24: £50.5m). Reported

profit before tax was £53.2m (2023/24: £51.3m).

A strong performance across all

core financial metrics. Revenue and

profit growth combined with operating

margin improvement provides further

evidence that the Group’s long-term

strategy is delivering.

Stuart Lorimer

Chief Finance and

Operating Officer

Significant and sustainable cash generation

continues to support a net cash positive balance

sheet. This strong balance sheet and our

consistent focus on disciplined capital allocation

has enabled the business to fund investment

plans that will drive growth and productivity.

£48.3m of cash generated from operations was

after a significant increase in brand investment.

It funds capital expenditure* of £19.2m and gives

the confidence to recommend a 12.0% increase

in the full year dividend in line with our

progressive dividend policy. We ended the year

with £63.9m net cash in bank* (2023/24: £53.6m).

This, combined with debt capacity headroom of

up to 2.5x EBITDA provides significant financial

resilience as well as the flexibility for continued

organic investment and potential M&A.

Our ongoing investment in our brands, asset

base and people combined with our strong track

record of delivery reinforces our confidence that

the business will continue to grow and create

value in line with our strategic ambition.

Strategic Report Corporate Governance Accounts

Adjusting Items

In the year to 25 January 2025, the Group incurred

and separately disclosed a net charge of £5.3m

of pre-tax adjusting items (2023/24: £0.8m credit).

This charge has been included within operating

expenses but has been excluded from adjusted

profit before tax*. Adjusting items comprise

costs associated with our business change

programme to improve efficiency and unlock

growth. They include:

Cash

cost

Non

cash

Total

charge

Route to market

changes – Ceasing

direct to customer

deliveries and moving

to a field sales model

£2.7m £1.7m £4.4m

Boost integration –

Integration of Boost

sales, marketing and

back office support

into the AG Barr

business

£0.9m – £0.9m

Total Adjusting Items £3.6m £1.7m £5.3m

Both of the programmes have been completed

successfully and there are no further costs

associated with these initiatives.

In February 2025 we announced a reorganisation

to simplify our business around a single AG Barr

organisation. The new model will result in a

single, integrated drinks business that will simplify

processes, remove duplication and better

position us to meet our growth ambitions.

The associated costs of this integration are

anticipated to be in the region of c.£1m.

Segmental Performance

There are currently three reportable segments

in the Group:

• Soft drinks

• Cocktail solutions

• Other

Soft drinks – Revenue up 6.4%, gross profit

up 7.6%

A strong performance from the soft drinks

portfolio, driven by a well-balanced contribution

from volume (+4.6%), price and mix. Distribution

gains and the deployment of improved revenue

and margin initiatives continue to deliver top and

bottom-line growth.

Our 3 core soft drink brands (IRN-BRU, Rubicon,

and Boost) contributed 66% of the total business

revenue and revenue increased 8.4% on the year.

The soft drink portfolio brands, which include

Barr Flavours, Rio, Bundaberg, KA and Simply

Fruity, contributed 22% of the total business

revenue and revenue increased 1.5% on the year.

Cocktail solutions – Revenue down (6.1)%,

gross profit down (3.9)%

FUNKIN continues to evolve into a branded,

consumer focused business with sustained

growth of its ready-to-drink (RTD) cocktail

range, which now constitutes approximately half

of its total revenue. However, despite strong RTD

performance, challenging market conditions led

to a year-on-year decline in on-trade revenue,

resulting in a 6.1% overall revenue decrease.

In February 2025 we announced a reorganisation

of our business which will see the FUNKIN and

soft drinks portfolio integrated into one AG Barr

operation. A single sales force and integrated

marketing model that will support the continued

delivery of our growth ambitions for all our brands.

“Our capital allocation

principles are consistent

with our strategic

ambition to consistently

grow our business.”

A.G. BARR p.l.c. Annual Report and Accounts 2025

FINANCIAL REVIEW CONTINUED

Other – Revenue up 7.6%, gross profit up 12.5%

This segment represents our MOMA business,

comprising primarily oat drinks and porridge.

Since we acquired MOMA in 2022, we have

consistently invested in the long-term potential of

oat milk, which continues to grow market share

and now represents over 57% of the plant-based

milk market. MOMA grew share of this growing

category driven by distribution gains within

hospitality and specialty coffee. While MOMA

remains small in relative terms, there have

been significant improvements in supply chain

efficiencies and the brand has contributed to

the Company-wide margin rebuild strategy

at both gross and operating margin.

Margins

Inflation persists on the back of global conflicts,

political uncertainty and the strength of the US

dollar. With only a few exceptions, commodity

costs remained at elevated levels throughout

2024, with cost inflation particularly evident in

employment and service-related inputs. We

expect 2025 to continue the trend of moderate

inflation across the cost base led by salary

related expenditure.

Gross margin* of 39.1% was, as predicted,

up versus the prior year (2023/24: 38.6%).

A short-term supply issue with FUNKIN RTD cans

in Q2 resulted in customer disruption and some

incremental remedial costs in an otherwise

positive year for supply in terms of customer

service and productivity. The benefit of an

increasingly resilient supply chain, our capital

refresh programme and the ongoing Boost

insourcing initiative are anticipated to continue

to deliver margin improvements in 2025.

Underlying overhead costs, which exclude

one-off costs treated as adjusting items,

increased by 2.3%. We continue to invest in

our brands and our people. We invested in

upweighted marketing, a core pillar of our growth

strategy, and additional field sales resources to

support our route to market (RTM) strategy.

The higher levels of investment in those areas

more than offset productivity and efficiency

gains from strategic projects

At 13.6%, adjusted operating margin* was 130

basis points above the prior period (2023/24:

12.3%). We remain on track with our margin

rebuild plans and our commitment to delivering a

sustainable 14.5 – 15.0% operating margin by the

end of 2025/26. Reported operating margin was

12.3% (2023/24: 12.5%) due to the impact of one-off

adjusting items which resulted in a £5.3m charge

in the current year (prior year £0.8m credit).

Interest

The Group remained net cash positive

throughout 2024/25, with surplus cash held on

rolling short-term deposits. The resulting interest

income of £2.0m offset finance charges of £0.5m

relating to periodic overdraft charges and lease

interest costs under IFRS 16.

Taxation

The reported effective tax rate for the year ended

25 January 2025 was 25.4% (2023/24: 25.0%).

The standard rate of corporation tax applied

to reported profit is 25.0% (2023/24: 24.0%). The

effective tax rate is higher than the standard

applicable tax rate on account of a small number

of prior year tax adjustments and certain costs

being non-deductible tax expenses. Deferred tax

was calculated at 25% (2023/24: 25%).

Earnings Per Share (EPS)

Adjusted basic EPS* for the year was 39.77p, an

increase of 17.4% on the prior year. This reflects

the strong profit performance, with a slightly

smaller share base offsetting the modest

increase in effective tax rate. Basic reported

EPS was 35.81p, an increase of 3.5% on last year.

Based on a diluted weighted average of

112,050,469 shares, diluted EPS was 35.43p

(2023/24: 34.24p).

Dividends

The Group’s dividend policy remains unchanged.

We aim to deliver a progressive and sustainable

dividend that has regard to performance trends

including revenue, profit after tax and cash,

and is in line with our target dividend cover

and payout ratios.

In line with this framework, and following

the interim dividend of 3.10p per share paid in

November 2024, the Board is recommending a

final dividend for the period of 13.76p. This will bring

the full year dividend to 16.86p per share (2023/24:

15.05p per share) which provides 2.1 times dividend

cover and delivers a payout ratio of 48%.

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 9 May

2025 with an ex-dividend date of 8 May 2025.

Balance Sheet

Disciplined capital allocation is a key component

of our business strategy as we target a consistent

ROCE above 20%. During the year, the Board

reviewed our strategy in the context of its

prevailing risk appetite, current capital

programme and our strategic plans. We continue

to believe that a strong balance sheet that

supports organic growth, M&A opportunities

and an ongoing progressive dividend is the right

strategy for AG Barr given our present plans.

Segmental

performance –

reported revenue

Soft drinks

+6.4%

Cocktail solutions

(6.1)%

Other

+7.6%

Strategic Report Corporate Governance Accounts

The Group remains financially strong, with over

£63m net cash at bank*, no material trade debt

issues, appropriate inventory levels, a defined

benefit pension surplus and a £24.9m increase

in the net asset base to £317.6m. Together with

strong growth in adjusted operating profit*

these deliver a healthy and improving adjusted

Return on Capital Employed* of 20.1%.

The Board retains a medium-term intention to

operate an efficient balance sheet, allowing for

the option of using a prudent level of debt to

capitalise on business growth opportunities

when appropriate. We are comfortable that the

cashflows and earnings profile of the Group could

support a debt capacity up to 2-2.5x EBITDA.

Cash Flow

Our cash performance remains robust, with cash

generated from operations of £57.6m (2023/24:

£60.2m) and a profit to cash conversion ratio*

of 82.6% (2023/24: 96.0%), driven by a continued

focus on disciplined cash management.

Overall working capital impact on cashflow has

been an outflow of almost £6.7m. Receivables

increased £13.0m as a result of good Q4 trading

and the timing of specific customer payments,

whilst inventories were lower as a result of

higher stocks in the prior year associated with

Cumbernauld line downtime relating to the

capex programme.

We remain committed to internal manufacturing

when scale and capabilities permit, and

recognise the value of a well-invested asset base.

Cash capital expenditure* of £19.2m (2023/24:

£17.8m) was focused on our multi-year asset

refresh programme at our Cumbernauld site.

This programme has already installed and

commissioned two refreshed PET lines and is

currently focused on the replacement of our

Cumbernauld canning capability with a faster,

more efficient can line due to be commissioned

in early 2026.

Our capital expenditure programme is part of an

overall, longer term, supply chain optimisation

plan that aims to invest in production capacity,

capability and sustainability in support of future

growth. The programme is a critical component

of our Boost/Rio production insourcing initiative

which, in turn, is an important element of our

margin rebuild strategy. While the Boost/Rio

insourcing will be largely complete by 2027,

the capital programme will continue over the

foreseeable future, with anticipated capex

averaging £25m-£30m p.a. over the

medium term.

“Our core brand strength,

our clear strategy and our

engaged workforce provide

a strong foundation to deliver

sustainable long-term

shareholder value.”

A.G. BARR p.l.c. Annual Report and Accounts 2025

FINANCIAL REVIEW CONTINUED

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

continued 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

supply continuity of key raw materials and

ingredients by developing strong commercial

relationships with our key suppliers. The Group

actively manages commodity pricing risk and

where commercially appropriate will enter into

fixed price supply contracts with suppliers to

reduce risk.

As at 25 January 2025, the Group had £42.5m 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

and, at this point, we have no plans to renew it.

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 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 in

surplus. 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. During the year, Company contributions

of £3.3m were made as part of the Company’s

long term de-risking strategy.

On an IAS 19 valuation basis, which is determined

before the benefit of the Central Asset Reserve

(CAR) funding arrangement, the surplus of £3.2m

as at 28 January 2024 improved to a surplus of

£6.8m 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.

This year’s strong financial performance

demonstrates the rigorous execution of our

growth strategy. In an environment that remains

challenging, we believe that our clear strategy,

the strength of our brands and our well invested

asset base underpin the growth potential of the

business. We remain confident in our ability to

deliver continued growth in revenue and

operating margin as well as a strong return

on capital employed in the years ahead.

Stuart Lorimer

Chief Finance and Operating Officer

25 March 2025

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

Definitions and relevant reconciliations are provided in the

Glossary on pages 192 to 195.

Strategic Report Corporate Governance Accounts

RISK MANAGEMENT

Risk management approach

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 (“ARC”). 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.

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 ARC twice each year.

Effective risk management is essential

to enable us to achieve our operational

and strategic objectives and deliver

long-term value creation.

Julie A. Barr

Chief Legal and

Sustainability Officer

A.G. BARR p.l.c. Annual Report and Accounts 2025

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. The new structure and processes

implemented last year to improve the

identification and management of emerging

risks for the Group continued during the year,

linked to the Board’s strategic planning process.

Standalone emerging risks and opportunities

registers are in place for each of Barr Soft Drinks,

FUNKIN and MOMA; emerging risks are captured

on the relevant 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 registers at least annually.

Emerging risks remain on the relevant emerging

risk register until they are captured on an

appropriate 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 Ernst &

Young, 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

81 to 84.

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 link to the Group’s strategic

objectives, 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,

prioritised on a net risk basis, represent the

Group’s current risk profile – these are not

intended to be an exhaustive list of all risks

facing the Group.

RISK MANAGEMENT CONTINUED

Strategic Report Corporate Governance Accounts

Risk Impact Gross risk movement during the year Controls and mitigating actions

Net risk

rating

Net risk movement

during the year

Environmental

sustainability and

climate change

considerations could

lead to Government

intervention on

climate change and

environmental issues

and/or changes in

consumer or customer

behaviour

Government intervention on climate

change and environmental issues, e.g. the

introduction of a Deposit Return Scheme

(“DRS”) in the UK or the introduction of a

carbon tax, and/or changes in consumer

or customer behaviour in response to these

issues could have an adverse impact on

consumer consumption patterns, sales

and operating profits.

Pressure from a range of stakeholders in

relation to various environmental sustainability

and climate change concerns has continued

during the year. We have taken appropriate

mitigating actions to ensure no change to

the net risk rating.

We have clearly defined responsibility

commitments with regard to net-zero, packaging,

sustainable sourcing, water, waste and energy.

We have near and long-term science-based

emission reduction targets in place which are

aligned to the Science Based Target Initiative’s

Net-Zero Standard. Various environmental

sustainability related workstreams continue

to make good progress under our “No Time To

Waste” (“NTTW”) environmental sustainability

programme – further details are set out below.

We continue to work constructively with the

British Soft Drinks Association, Governments,

and other key stakeholders in relation to potential

interventions, such as the planned introduction of

a UK DRS in October 2027.

High

Loss of product

integrity

A loss of product integrity in the

manufacturing supply chain could

lead to a product withdrawal or recall.

No change 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. All of our manufacturing

sites have an AA+ British Retail Consortium

(“BRC”) rating. Quality Committees are in place

at our Cumbernauld and Milton Keynes sites to

enhance employee participation and improve

our quality culture.

Moderate

Principal risks and uncertainties

Net risks relating to the Group

Movement: No change Increased Decreased New

Strategic priorities: Connecting with consumers Building brands Driving efficiency Building trust

A.G. BARR p.l.c. Annual Report and Accounts 2025

Risk Impact Gross risk movement during the year Controls and mitigating actions

Net risk

rating

Net risk movement

during the year

The Group’s

environmental

sustainability

performance and/or

commitments are

perceived as poor

or inadequate

Stakeholder perception that the Group’s

environmental sustainability commitments

are inadequate or an inability to meet

those commitments could impact revenue

if consumers choose to purchase and

consume alternative brands and/or

an erosion of corporate reputation.

Expectations from a range of stakeholders

(including Governments, customers,

consumers, competitors and employees)

in relation to corporate environmental

sustainability commitments and performance

has continued to increase during the year.

We have taken appropriate mitigating actions

to ensure no change to the net risk rating.

As per above, we have clearly defined

responsibility commitments and science-based

emission reduction targets in place. Five

environmental sustainability related workstreams

continue to be progressed through our Group-

wide NTTW environmental sustainability

programme: net-zero, plastic and packaging,

sustainable sourcing, water and waste. During

the year, the NTTW programme reported 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. We continue to

make good progress against our environmental

sustainability targets. Further detail is provided

in the Responsible Business Report on pages

26 to 49.

Moderate

Changes in consumer

preferences,

perception or

purchasing behaviour

Consumers may decide to purchase and

consume alternative brands or spend less

on soft drinks.

The increased focus of consumers and

customers on the health and wellbeing

agenda has continued during the year.

The use of weight lost drugs has increased

during the year. We have taken appropriate

mitigating actions to ensure no change to

the net risk rating.

The Group offers a broad range of branded

products across a range of flavours,

subcategories and markets which offer choice to

the end consumer. 97% of our current Barr Soft

Drinks portfolio is exempt from the regulations

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

products. 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.

Our M&A Committee also identifies growth

opportunities to meet consumers’ evolving

preferences.

Moderate

RISK MANAGEMENT CONTINUED

Movement: No change Increased Decreased New

Strategic priorities:

Connecting with consumers Building brands Driving efficiency Building trust

Strategic Report Corporate Governance Accounts

Risk Impact Gross risk movement during the year Controls and mitigating actions

Net risk

rating

Net risk movement

during the year

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 (both within our network and at

third parties) could lead to operational

disruption, loss of data, financial loss

and reputational damage.

The external cyber risk environment continues

to evolve at pace, with new advancements

in technology such as artificial intelligence

presenting new threats requiring an

appropriate mitigating response. The risk

of cyber attacks continues to increase on

an ongoing basis however our mitigating

activities have also proportionately increased

to ensure no change to the net risk rating.

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.

Appropriate cyber risk monitoring controls are

in place and various actions have been taken

during the year to mitigate cyber security related

risks and facilitate business recovery in the event

of an attack.

Employee awareness campaigns continued

during the year to increase employee cyber risk

awareness. Employees are required to complete

cyber security awareness training on an annual

basis. 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.

An information security dashboard is reviewed

bi-monthly at every Risk Committee. A review

of cyber risk is presented to the Risk Committee

twice each year.

Moderate

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.

No change 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 tested annually. The business continuity

employee training programme continued during

the year.

Moderate

Movement: No change Increased Decreased New

Strategic priorities:

Connecting with consumers Building brands Driving efficiency Building trust

A.G. BARR p.l.c. Annual Report and Accounts 2025

Risk Impact Gross risk movement during the year Controls and mitigating actions

Net risk

rating

Net risk movement

during the year

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 which could adversely impact business

performance. Deterioration of internal

financial controls could lead to financial loss.

No change 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.

Robust operational and system controls and

processes are in place to ensure an appropriate

control environment is maintained, with oversight

from the Board and the ARC. Internal and

external audits provide evidence and support

for a strong internal control framework.

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.

No change 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. An upstream sourcing

database is in place.

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

RISK MANAGEMENT CONTINUED

Movement: No change Increased Decreased New

Strategic priorities:

Connecting with consumers Building brands Driving efficiency Building trust

Strategic Report Corporate Governance Accounts

Risk Impact Gross risk movement during the year Controls and mitigating actions

Net risk

rating

Net risk movement

during the year

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.

No change 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

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.

No change 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 NTTW

environmental sustainability programme –

further details are set out above. The Group

maintains and develops ISO 9001 and 14001

systems and AA+ 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.

Moderate

Movement: No change Increased Decreased New

Strategic priorities:

Connecting with consumers Building brands Driving efficiency Building trust

A.G. BARR p.l.c. Annual Report and Accounts 2025

Risk Impact Gross risk movement during the year Controls and mitigating actions

Net risk

rating

Net risk movement

during the year

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.

No change 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.

Moderate

Consumer rejection of

enhanced sweeteners

in reformulated

products

Consumers may decide to purchase and

consume alternative brands or spend less

on soft drinks.

No change We completed an extensive innovation

and reformulation programme 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 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.

Moderate

RISK MANAGEMENT CONTINUED

Movement: No change Increased Decreased New

Strategic priorities:

Connecting with consumers Building brands Driving efficiency Building trust

Strategic Report Corporate Governance Accounts

Viability statement

In accordance with provision 31 of the UK Corporate Governance

Code 2024, the directors have assessed the viability of the

Company over a six year period to January 2031, 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 six 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 organic growth plan (not including any

M&A activity) 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 combined impact of two

simultaneous scenarios: a cyberattack on the Company causing

a full business shutdown with no sales for 2 weeks, followed by

a separate major reputational hit to the IRN-BRU brand. It was

deemed most plausible that these two scenarios could occur

at the same time. 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 41 to 42.

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 £63.9m. In addition the Group had £20m of unutilised

Scenario Estimated Impact

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

ceasing production.

No sales across the entire business for two weeks following the attack.

Significant incremental one off costs as a direct result (ransom

amount, repair, rebuild, further protection) amounting to £5m.

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,

recovering to 15% sales loss in year 2, 10% sales loss in year 3

and then back to plan until the end of the viability period.

Significant shifts in consumer preferences and governmental influence

following the introduction of a Deposit Return Scheme (DRS).

The DRS having a greater negative impact on sales volumes

than forecast could lead to a £3m per year reduction in ongoing

profits, from the proposed 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.

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 facility is set to expire in February 2026

and at this point we have no plans to renew it. The directors believe

the Group could access short-term credit facilities if needed.

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

six year period to January 2031.

The Strategic Report set out on pages 1 to 63 of this annual report

has been approved by the Board.

By order of the Board

Julie A. Barr

Chief Legal and Sustainability Officer

25 March 2025

A.G. BARR p.l.c. Annual Report and Accounts 2025

Non-Executive Chair Chief Executive Officer

Chief Finance and

Operating Officer Senior Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office

Mark was appointed as a Non-Executive

Director in July 2021 and was appointed

Chair in March 2022.

Euan joined A G Barr on 1 May 2024

as the Group’s Chief Executive.

Stuart joined A G Barr in January 2015

as Finance Director

Susan was appointed a Non-Executive

Director in January 2018 and became

Senior Independent 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

AG Barr in 2004.

Louise was appointed Non-Executive

Director in May 2023.

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

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.

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.

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 sustainability,

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 is an experienced non-executive

director serving on the board of DS Smith

for 10 years.

Louise has extensive knowledge

experience of branded consumer

propositions and a deep understanding

of talent management and remuneration

within large UK and international

companies.

External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments

Non-Executive Chair of

Hilton Food Group plc

Non-Executive Director of

British Soft Drinks Association

Non-Executive Director of

B&M European Value Retail S.A. (“B&M”)

Non-Executive Director of Carr’s Group plc Non-Executive Director of

Edward Billington and Son Limited

Non-Executive Director of

Plant-Ex Ingredients Ltd

Non-Executive Director of

Oriflame Investment Holding plc

Non-Executive Director of

Mears Group plc

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

Senior Independent Non-Executive

Director of Informa plc

Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership

Chair

BOARD OF DIRECTORS

Mark Allen OBE Stuart Lorimer Susan Barratt Nick Wharton

Euan Sutherland

Strategic Report Corporate Governance Accounts

Non-Executive Chair Chief Executive Officer

Chief Finance and

Operating Officer Senior Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office

Mark was appointed as a Non-Executive

Director in July 2021 and was appointed

Chair in March 2022.

Euan joined A G Barr on 1 May 2024

as the Group’s Chief Executive.

Stuart joined A G Barr in January 2015

as Finance Director

Susan was appointed a Non-Executive

Director in January 2018 and became

Senior Independent 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

AG Barr in 2004.

Louise was appointed Non-Executive

Director in May 2023.

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.

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.

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.

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 sustainability,

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 is an experienced non-executive

director serving on the board of DS Smith

for 10 years.

Louise has extensive knowledge

experience of branded consumer

propositions and a deep understanding

of talent management and remuneration

within large UK and international

companies.

External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments

Non-Executive Chair of

Hilton Food Group plc

Non-Executive Director of

British Soft Drinks Association

Non-Executive Director of

B&M European Value Retail S.A. (“B&M”)

Non-Executive Director of Carr’s Group plc Non-Executive Director of

Edward Billington and Son Limited

Non-Executive Director of

Plant-Ex Ingredients Ltd

Non-Executive Director of

Oriflame Investment Holding plc

Non-Executive Director of

Mears Group plc

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

Senior Independent Non-Executive

Director of Informa plc

Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership

Chair

Zoe Howorth Julie Barr Louise Smalley

Key

Audit & Risk Committee

Environment, Social and Governance Committee

Nomination Committee

Remuneration Committee

A.G. BARR p.l.c. Annual Report and Accounts 2025

CORPORATE GOVERNANCE REPORT

CHAIR’S INTRODUCTION

Dear shareholder,

On behalf of the Board, I am pleased to present

the Corporate Governance Report for the year

ended 25 January 2025. This report outlines our

approach to governance and details how the

principles of the 2024 UK Corporate Governance

Code have been applied during the year. It also

provides insight into the operation of the Board

and its committees, our engagement with

stakeholders, and an overview of the Company’s

system of internal controls.

Reflecting on the past year, we are proud of the

significant developments in the leadership and

composition of our Board, which have set the

stage for continued growth and long-term

success for the Company.

A key milestone during the year was the

appointment of Euan Sutherland as our new

Chief Executive Officer, effective 1 May 2024.

Euan succeeds Roger White, who retired as

Chief Executive Officer and stepped down from

the Board on 30 April 2024, after leading the

Company with distinction during his tenure. With

Euan’s extensive experience in leading major

consumer-facing businesses, Euan brings a

fresh perspective that will guide the Company in

navigating an increasingly competitive market,

while driving our strategic goals forward.

Further strengthening our leadership, Louise

Smalley succeeded David Ritchie as Chair of

the Remuneration Committee on 31 May 2024.

Louise’s deep expertise in human resources and

leadership will play a pivotal role in driving the

Company’s people strategy and supporting our

governance framework to ensure long-term,

sustainable success.

These leadership transitions, along with the

continued strength and diversity of the Board,

reflect our ongoing commitment to building a

robust governance structure that supports our

strategic objectives. We are confident that the

Board’s collective experience, combined with

the fresh perspectives brought by Euan and

Louise, will enable the Company to continue to

create value for our shareholders, employees,

and other stakeholders, ensuring the Company

remains well-positioned for future success.

There were no other changes to the Board during

this period, ensuring stability and continuity in

our leadership.

Further details of the Board’s composition are

provided on pages 64 to 65.

Mark Allen OBE

Chair

25 March 2025

I am pleased to present our

Corporate Governance Report for

the year ended 25 January 2025.

Mark Allen OBE

Chair

Strategic Report Corporate Governance Accounts

THE BOARD

The Company is led by a strong and experienced

Board of Directors (the ‘Board’) that brings a

breadth of expertise and diverse perspectives

to the leadership of the Company. The Board is

committed to ensuring that it has an appropriate

balance of skills, experience, and deep

knowledge of the Group to enable it to fulfil its

duties and responsibilities effectively. The

Nomination Committee report, detailed below,

describes how the Board achieves this objective.

The Board currently comprises eight members:

two executive directors, the non-executive Chair,

four independent non-executive directors, and

one non-independent non-executive director.

Biographical details of the directors are set out

on pages 64 to 65.

The roles of Chair and Chief Executive Officer

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 discuss key

strategic matters and debate any issues arising.

The Chair ensures that the Board receives

accurate, timely, and clear information. The

annual Board performance evaluation referred

to below evaluates the Chair’s performance in

these areas. The Chief Executive Officer 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 served as the senior

independent director during the year to

25 January 2025 and is available to shareholders

should they have concerns, which have not been

resolved via the normal channels of Chair, Chief

Executive Officer, or Chief Finance and Operating

Officer or where communication through such

channels would be inappropriate.

The Board considers that Susan Barratt, Zoe

Howorth, Louise Smalley and Nick Wharton are

independent for the purposes of provision 10 of

the 2024 UK Corporate Governance Code, issued

by the Financial Reporting Council in July 2024

(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. With regards to his other significant

appointments, Mark Allen was appointed as a

non-executive director and Chair designate of

Hilton Food Group plc with effect from 1 October

2024, and assumed the role of Chair of Hilton

Food Group plc with effect from 1 January 2025.

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 will submit

themselves for re-election at the 2025 AGM.

Biographical details of the directors are set out on

pages 64 to 65. Details of directors’ remuneration

and interests in shares of the Company are

given in the Directors’ Remuneration Report on

pages 81 to 122.

Role of the Board

The Board is responsible for the long-term

success of the Group. It determines the Group’s

strategic direction and reviews its operating,

financial, and risk performance. A formal

schedule of matters is reserved for the Board,

which is reviewed annually. This schedule

includes the approval of the following:

• The Group’s annual business plan;

• The Group’s strategy, acquisitions, disposals

and capital expenditure projects above certain

thresholds;

• The Group’s financial statements and results

announcements;

• The Group’s tax strategy and tax risk

management policy;

• 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 Group’s dividend policy;

• The Group’s Speaking Up policy;

• The Workforce Engagement terms of reference;

• The Group’s ESG strategy;

• Transactions involving the issuing or purchase

of Company shares;

• The Group’s borrowing powers;

• Appointments to, dismissals and resignations

from, the Board;

• Alterations to the Memorandum and Articles

of Association;

• Legal actions brought by or against the Group

above certain thresholds;

• The scope of delegations to Board committees,

subsidiary boards, and the Executive

Committee; and

• The Group’s Corporate Governance

Frameworks.

Responsibility for the development of policy,

strategy, and operational management is

delegated to the executive directors and the

Executive Committee. As at the date of this report,

the Executive Committee includes the executive

directors and four senior managers.

The Board’s governance supports the delivery

of its strategy to generate 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, together with an explanation

of each member’s skills, experience, and

contributions, is set out on pages 64 to 65.

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, monitors performance, and

makes decisions related to matters reserved

for the Board to support the delivery of the

Group’s strategy.

• Effectiveness: The Board’s governance

framework ensures its effectiveness in

overseeing the Company’s performance.

Please see below for details on induction,

training, and development for directors,

as well as the Board’s annual performance

evaluations. The Board regularly assesses

its composition to ensure it possesses the

appropriate balance of skills, experience,

and independence to deliver on its strategy.

In addition, it maintains a culture of continuous

improvement and regularly reviews its

governance practices to ensure they remain

fit for purpose.

• Accountability: The Audit and Risk Committee

Report (pages 81 to 84) and the report on

Risk Management (pages 55 to 63) describe

how the Board ensures a fair, balanced, and

understandable assessment of the Company’s

A.G. BARR p.l.c. Annual Report and Accounts 2025

SECTION 172(1) STATEMENT

Stakeholder Engagement

Effective engagement with our key stakeholders is fundamental to the long-term success of the Company. By understanding and considering the

diverse perspectives of our stakeholders, we ensure that their views are integrated into Board and Committee discussions and inform decision-making.

This approach helps us to achieve sustainable growth and align our operations with the needs of both the business and its broader community.

The Board remains committed to enhancing its engagement with key stakeholders.

Our key stakeholders, whose interests are central to our business model, strategy, and overall success, are listed in the table below. For each stakeholder group,

we outline the nature of our engagement over the past year, how this engagement influenced and impacted 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 (pages 1 to 63) and the

Directors’ Report (pages 123 to 128), where we expand on how we incorporate stakeholder feedback into our decision-making and governance processes.

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 Officer and Chief Finance

and Operating Officer 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 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.

The Chief Executive Officer and Chief Finance and Operating Officer brief

the Board on discussions with investors, institutional shareholders and

analysts following meetings and investor roadshows. 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. The

Company has taken the decision to host a capital markets day in 2025, and

to invite major investors to the Company’s manufacturing sites to facilitate

deeper engagement.

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, including on diversity, equity and inclusion (DE&I) in the

Board’s composition. This included the Chair of the Board writing to all major

shareholders setting out the Company’s ambitions in relation to enhancing

diversity on the Board. Feedback from our major shareholders and investors

based on their key DE&I observations influenced the ongoing agenda of

both the Nomination and ESG Committee and reaffirmed the Board’s

commitment to having a diverse Board composition, and giving strong

consideration to ethnicity in any forthcoming recruitment processes. The

discussions had and decisions taken by the Board were with the aim of

promoting the long-term success of the Company and its shareholders.

CORPORATE

GOVERNANCE REPORT

CHAIR’S INTRODUCTION

CONTINUED

performance and prospects, and how it

assesses, mitigates and monitors the principal

risks facing the Company. The Audit and Risk

Committee Report outlines how the Company

maintains an appropriate relationship with its

external auditor, consistent with the Code and

statutory requirements. The Board takes

responsibility for overseeing compliance with

all relevant legal and regulatory requirements

and ensures that the Company has effective

internal controls and systems in place to

prevent fraud and mismanagement.

• Remuneration: The Directors’ Remuneration

Policy (pages 109 to 122) and the detailed

Directors’ Remuneration Report (pages 85 to

108) describe how the Remuneration

Committee ensures that the executive

directors’ remuneration is designed to

promote the long-term success of the

Company. Remuneration is aligned with

prevailing market conditions and corporate

performance, ensuring both competitiveness

and alignment with shareholders’ interests.

The policy is regularly reviewed to ensure it

remains effective and appropriate.

• Shareholder Relations and Engagement:

The section 172(1) statement set out below

describes how the Company engages with

shareholders, ensuring transparency and

fostering long-term relationships with key

stakeholders. The Board encourages open

dialogue with its shareholders, providing them

with regular updates on financial performance

and governance, and actively considers their

views in its strategic decision-making.

Strategic Report Corporate Governance Accounts

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

Shareholders

continued

Shareholders were invited to attend the 2024 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.

We also engaged with key shareholders in relation to shaping the

Company’s ESG strategy, including the development of new ESG scorecards

and metrics to track the Company’s progress toward its sustainability goals,

ensuring alignment with investor priorities.

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

Company’s new long term strategy, including the Company’s capital

allocation strategy. Feedback from shareholders directly influenced the

Board’s review of the Company’s capital allocation strategy and capital

expenditure during the year. In line with the strategy, the Board approved

significant investments, including further phases of the multi-year asset line

replacement and expansion programme at our Cumbernauld factory and

approved the initial phases of a multi-year asset replacement and

expansion programme at our Milton Keynes factory.

We engaged with key shareholders during the year in relation to the Chief

Finance and Operating Officer’s remuneration. This included the Chair of

the Remuneration Committee writing to all major shareholders setting out

the proposals and rationale for adjusting his remuneration, including an

exceptional base salary increase in recognition of his expanded role and

the alignment of his pension contributions with those available to the wider

workforce effective from 1 April 2025. This addressed a legacy contractual

issue and ensures that the pension contributions for all executive directors

will be aligned to those available to the wider workforce. Having reflected

on the feedback received from 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.

A.G. BARR p.l.c. Annual Report and Accounts 2025

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

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 UK DRS.

During the year we engaged with customers in relation

to the closure of the Barr Direct business and the transition

to a wholesale model.

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 an English 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 Board receives a commercial update at 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. Customer Case Fill (CCF) and customer satisfaction remain a key

focus of the Company, and the Company has worked hard during the year

to maintain good customer service levels. The Board also received updates

regarding customers’ data on their respective suppliers’ performance,

which indicated good customer service performance from the Company.

Throughout the year, the Chief Executive Officer and Chief Finance and

Operating Officer provided the Board with updates after holding in-person

meetings with the executive teams of major supermarket customers and

senior management from other key accounts. Additionally, the Board

enhances its understanding by conducting annual customer store visits,

which offer valuable insights into customer operations and inform its

decision-making on the Group’s customer strategies.

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

discussions and decisions regarding the Group’s annual budget process

and long-term strategic planning processes, and directly influenced the

Board in its consideration of the Group’s strategies for discounters and

value retail, multipack card, and recycled PET (rPET), and its approval

of the key decision to close the Barr Direct business, in furtherance of

the Company’s wholesale strategy.

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, including

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

workstream. During the year, the Board also reviewed customer feedback

on product performance, packaging sustainability, and approved decisions

related to the Company’s packaging strategies.

CORPORATE

GOVERNANCE REPORT

CONTINUED

Strategic Report Corporate Governance Accounts

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 Board receives a marketing update at every Board meeting.

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

by the Board annually.

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. These presentations were

supplemented by innovation presentations delivered for the Board during

strategy days hosted by the Company in September 2024. The sharing of

the Company’s comprehensive innovation pipeline enabled the Board to

assess upcoming product developments and their alignment with emerging

consumer needs. The Board discussed and was supportive of the brand

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

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. This research helped the Board assess opportunities and risks related

to consumer expectations, which influenced decisions on innovation and

brand strategy.

Consumer feedback around packaging and sustainability was central

to the Board’s decision to continue to support the Group’s environmental

sustainability strategy, which is being delivered through the ‘No Time To

Waste’ programme of activity, which includes initiatives focused on

increasing recyclability and reducing environmental impact, and a

number of initiatives under the plastics and packaging workstreams.

Consideration of consumers’ attitudes, behaviours and feedback towards

environmental sustainability, particularly regarding packaging and the use

of rPET, also influenced the Board’s key decision to approve further phases

of the multi-year asset replacement and expansion programme at our

Cumbernauld factory and the initial phases of the multi-year asset

replacement and expansion programme at our Milton Keynes factory,

including considerations related to implementing renewable energy

and energy-efficient technologies.

A.G. BARR p.l.c. Annual Report and Accounts 2025

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

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 91.8% 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 by the Board.

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 Group’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.

The Board approved several important supplier contracts during the year,

ensuring these agreements met the operational and strategic needs of the

Company while adhering to its standards and values, including those

related to capital projects, packaging, warehousing and raw materials.

The Company also continued to enhance its partnerships with third-party

co-manufacturers, discussing ways to expand co-packing capabilities in

order to meet growing customer demand.

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 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.

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Strategic Report Corporate Governance Accounts

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

Employees

continued

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 Code,

during the year the ESG 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.

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

and Louise Smalley, 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 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.

During the year, the Board evaluated the Company’s approach to

workforce engagement in light of industry best practice and agreed to have

an additional independent non-executive member of the Board participate

in the workforce engagement programme. The Board is also briefed and

considers the output of the routine employee feedback pulse surveys, on

and, from this year, the CEO-employee engagement forums, which were

introduced across all UK sites and hosted by the Chief Executive Officer

himself following his appointment in May 2024.

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, employee communications, employee pay and benefits,

IT systems and data, how executive remuneration aligns with wider

Company pay policy, Company purpose and values, and career

opportunities and leadership development.

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 and improvements

in both scores year-on-year. The continued strong results in the area of

health and safety and the year-on-year improvement in the score related

to employees having a clear understanding of the overall goal and priorities

of the organisation were particularly pleasing. The Board were supportive

of local action planning activities, which would take place in response to

the results of the survey.

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

tours of both factories in Cumbernauld and Milton Keynes. The Board,

accompanied by members of the commercial teams, completed customer

site visits, and the commercial teams also attended Board Strategy Days in

September 2024, both of which gave the Board excellent exposure to senior

and mid management across the Group. Additionally, this year Board

meetings took place at each of the Company’s UK sites, giving the Board

further exposure to employees across the Group.

A.G. BARR p.l.c. Annual Report and Accounts 2025

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

Employees

continued

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.

The Board regularly reviews various employee metrics throughout the year,

including turnover and absenteeism data.

Employee feedback influences the Company’s approach to diversity, equity,

and inclusion (DE&I). Employee feedback also influenced the Board’s

decision to approve the launch of a new Save As You Earn (‘SAYE’) scheme,

over a three or newly introduced five-year period, which further supports

long-term employee ownership and engagement.

During the year, the Board considered and showed its continued support

of the Group’s People Strategy “Being Your Best Barr None”. The strategy

continues to be developed following ongoing engagement with and input

from employees across the Group.

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

reviewed and approved the Company’s Speaking Up policy and associated

procedures, and approved the Company’s 2024 Gender Pay Report.

The Board authorised the transfer of workforce engagement from

the scope of the Nomination Committee to the scope of the ESG Committee,

therefore highlighting the Board’s commitment to expanding the scope of

the ESG Committee and the continued prominence of workforce

engagement. The Board approved the workforce engagement terms

of reference following recommendation from the ESG Committee.

Throughout the year, the Nomination Committee regularly discussed and

considered succession planning for senior management. The Remuneration

Committee reviewed and discussed wider workforce remuneration as part

of its review and approval of executive director remuneration.

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 a UK-wide

DRS. 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 Officer

throughout the year and influenced Board 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 were factored into decision-making regarding capital

expenditure, annual budgeting and areas of business development,

including those related to Government changes to national insurance

contributions, extended producer responsibility (‘EPR’) regulations and

deposit return schemes for the UK and Republic of Ireland, all of which

have been factored into the Company’s strategic planning, which the

Board has considered.

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Strategic Report Corporate Governance Accounts

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

Government

continued

During the year, the Board discussed and supported the Company’s

internal forward planning in anticipation of the introduction of a UK DRS

in October 2027, building on the previous work carried out in preparation

for the deferred Scottish DRS.

The Board also discussed the implications of government policies

on capital expenditure, business development, and environmental

sustainability, including those related to the Company’s net-zero plans.

Engagement with DEFRA, and other relevant authorities regarding

resourcing, demand planning, and regulatory frameworks was central

to Board decision-making in these areas.

A.G. BARR p.l.c. Annual Report and Accounts 2025

Corporate culture and reputation

The Board and the Executive Committee play 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 appropriate 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 employee feedback derived

from the annual workforce engagement survey

“Everyone Barr None” and frequent pulse

surveys, and ensuring that appropriate actions

are taken to address any areas of concern or to

make improvements. The results of the workforce

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 that took 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 the Board 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 workforce

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 were

supportive of action plans put 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 Group’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 123 to 128 and

in the Strategic Report on pages 1 to 63.

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 26 to 49.

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 Company’s 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

provides information to new directors regarding

Board policies and procedures, and corporate

governance matters.

This year the Board undertook a comprehensive

skills matrix assessment to evaluate its collective

skillset and competencies with a view to

identifying any gaps or areas for further

development. This evaluation was led by the

Chair and carried out through a detailed,

written survey questionnaire completed by all

Board members and the Company Secretary.

The questionnaire was agreed upon in advance

with the Company Secretary and the Chair. The

results of the evaluation were shared with the

Board and were highly positive, with only a small

number of improvement opportunities identified.

The outcome of this process contributes to the

Board’s ongoing programme of strategic and

other reviews, ensuring that directors continually

refresh their skills, knowledge, and familiarity

with the Group’s businesses, and their awareness

of sectoral, risk, regulatory, legal, financial and

other developments. This enables the directors

to effectively fulfil their roles on the Board and

its committees.

Board performance evaluation

Every year the performance and effectiveness

of the Board, its committees and individual

directors are 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

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Strategic Report Corporate Governance Accounts

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. 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 in order 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 reviews

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 evaluations,

including further enhancing Group investor

relations and addressing the current lack of

ethnic diversity in the Board’s composition.

The non-executive directors, led by the senior

independent director, carried out a performance

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 six

times each year. Between these meetings, as

required, additional Board meetings (and/or

committee meetings) may be held to progress

the Company’s business. Each Board meeting

includes time dedicated for discussion on key

strategic matters.

Board

Maximum 7

Audit & Risk

Committee

Maximum 4

Remuneration

Committee

Maximum 5

Nomination

Committee

Maximum 3

ESG Committee

Maximum 3

Executive

Euan Sutherland* 6 3 3 2 3

Stuart Lorimer** 7 4 1 - 1

Roger White*** 1 – 1 – –

Jonathan Kemp**** 2 – – – –

Non-Executive

Mark Allen+ 7 3 4 3 3

Julie Barr++ 7 4 5 3 3

Susan Barratt 7 4 5 3 3

Zoe Howorth+++ 7 3 5 2 3

Louise Smalley 7 4 5 3 3

Nick Wharton++++ 7 4 2 3 3

David Ritchie+++++ 2 1 2 1 –

* Euan Sutherland joined the Board on 1 May 2024 and attended meetings of the Audit and Risk Committee, Remuneration

Committee and Nomination Committee by invitation. He was not eligible to attend any meetings held prior to his appointment.

Euan attended all meetings of the Board and sub-committees of which he was a member at the time of the meetings, as well as

any meetings to which he was invited.

** Stuart Lorimer attended meetings of the Audit and Risk Committee, Remuneration Committee and ESG Committee by invitation

only. Stuart attended all meetings of the Board as well as any meetings to which he was invited.

*** Roger White resigned from the Board on 30 April 2024. Roger attended all meetings of the Board and sub-committees of which

he was a member, as well as any meetings to which he was invited prior to his resignation. Roger was not eligible to attend any

meetings held following his resignation.

**** Jonathan Kemp resigned from the Board on 31 May 2024. Jonathan Kemp attended all meetings of the Board prior to his

resignation. Jonathan was not eligible to attend any meetings held following his resignation.

+ Mark Allen attended meetings of the Remuneration Committee by invitation only prior to his appointment as a member of the

Remuneration Committee on 31 May 2024. Mark attended meetings of the Audit and Risk Committee and ESG Committee by

invitation after 31 May 2024. Mark attended all meetings of the Board and sub-committees of which he was a member at the

time of the meetings, as well as any meetings to which he was invited.

++ Julie Barr attended meetings of the Audit and Risk Committee and Remuneration Committee by invitation. Julie attended all

meetings of the Board and sub-committees of which she was a member at the time of the meetings, as well as any meetings to

which she was invited.

+++ Zoe Howorth joined the Audit and Risk Committee and Nomination Committee on 31 May 2024. Zoe attended all meetings of the

Board and sub-committees of which she was a member at the time of the meetings, as well as any meetings to which she was

invited.

++++ Nick Wharton joined the Remuneration Committee on 31 May 2024. Nick attended all meetings of the Board and sub-committees

of which he was a member at the time of the meetings, as well as any meetings to which he was invited.

+++++ David Ritchie resigned from the Board on 31 May 2024. David attended all meetings of the Board and sub-committees of which

he was a member, as well as any meetings to which he was invited prior to his resignation. David was not eligible to attend any

meetings held following his resignation.

A.G. BARR p.l.c. Annual Report and Accounts 2025

In advance of all Board meetings the directors

are supplied with detailed and comprehensive

papers covering the Group’s operating functions.

Members of the Executive Committee and senior

management across the Group attend and make

presentations as appropriate at meetings of

the Board and its committees. 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 25 January

2025 is set out in the above table. On 31 May 2024,

the Board approved a decision for all

independent non-executive directors to

be appointed to each of the Audit and Risk

Committee, Remuneration Committee, and

Nomination Committee, and for our non-

independent non-executive director to be

appointed to the Nomination Committee.

During the year, in addition to scheduled

meetings, the Board convened an additional

two Remuneration Committee meetings, which

focused on executive director remuneration,

including matters related to the Chief Executive

Officer’s appointment from 1 May 2024 and the

ongoing review of the remuneration of the

Chief Finance and Operating Officer.

Committees of the Board

The terms of reference of the principal committees

of the Board – the Audit and Risk Committee,

Remuneration Committee, Nomination

Committee and ESG Committee – 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 81

to 84. The work carried out by the Remuneration

Committee is described within the Directors’

Remuneration Report on pages 105 to 106.

The work carried out by the ESG Committee

is described within the Responsible Business

Report on page 40.

The Board has a Market Disclosure Committee,

which comprises Susan Barratt, Euan Sutherland,

Stuart Lorimer and the Company Secretary. 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. There were no meetings

of the Market Disclosure Committee held

during the year.

The Board has an Equity Investment Committee,

which comprises Mark Allen, Euan Sutherland,

Stuart 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, Louise Smalley, Nick Wharton and

Julie Barr. 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, Sam Allen

Associates. Sam Allen Associates has no other

connection with the Company, apart from

providing these services. 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 three times per year. The Nomination

Committee met three 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 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 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 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.

The Company remains committed to the

principle of diversity and seeks to uphold high

standards of inclusion across its governance

structures. The Company aims to achieve a

minimum of 40% female representation on the

Board and Executive Committee, with female

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Strategic Report Corporate Governance Accounts

representation standing at 50% on the Board

and 33.3% on the Executive Committee as at the

date of this report. Additionally, the Company

recognises the importance of having a Board of

diverse composition. All of the members of the

Board self-disclose as being of White European

ethnicity and the target of appointing at least

one director from an ethnic minority background

has not yet been met. This remains a focus for

the Nomination Committee, and the Board is

committed to giving strong consideration to

ethnicity during any recruitment process, and

aims to ensure the appointment of a person of

ethnicity to the Board, provided they possess the

requisite skills, expertise, and strategic alignment

to drive the sustained success and growth of the

Company. 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 124.

Treasury and Commodity Committee

The Treasury and Commodity Committee consists

of Euan Sutherland, 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 to 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 senior management.

The systems are designed to manage rather

than eliminate the risk 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 29 January 2024 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

25 January 2025 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 55 to 63.

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 Chief Finance and

Operating Officer, 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.

A.G. BARR p.l.c. Annual Report and Accounts 2025

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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 (pages 126 to 127).

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 25 January 2025 with the

provisions of the Code, except as set out below.

Provision 10 of the Code states the Company

should identify in the annual report each of its

independent non-executive directors and

circumstances which may impair any non-

executive director’s independence. Circumstances

which impact that assessment include where a

non-executive director has served on the Board

for a period in excess of nine years from the

date of their first appointment. David Ritchie

was appointed as a non-executive director to

the Board on 1 April 2015. David Ritchie resigned

from the Board on 31 May 2024. David Ritchie

therefore remained on the Board for a period of

two months following the expiry of a nine year

period from the date of his first appointment to

the Board. David Ritchie remained on the Board

for this brief two month period in order to

conclude his duties as Chair of the Remuneration

Committee and to ensure a smooth transition

to his successor, Louise Smalley, ahead of the

Annual General Meeting on 31 May 2024, at

which point he resigned from the Board.

Provision 39 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 (pages 85 to

108), during the year Stuart Lorimer received a

cash allowance equal to his contractual pension

provision of 24% of salary. However, with effect

from 1 April 2025, Stuart Lorimer’s maximum

company pension contribution, or payment in

lieu, will become aligned to that available to the

wider workforce, which is currently 8% of salary,

thereby bringing the Company into compliance

with Provision 39 of the Code. Roger White and

Jonathan Kemp also received a cash allowance

equal to their contractual pension provision of

24% of salary during their tenure as executive

directors, up until their resignation from the

Board on 30 April 2024 and 31 May 2024,

respectively.

Provision 40 of the Code states that executive

directors’ contracts should contain a maximum

notice period of one year. The service contracts

with Roger White and Jonathan Kemp provided

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. Roger

White and Jonathan Kemp ceased to be directors

of the Company as at 30 April 2024 and 31 May

2024, respectively. The service contracts for

incumbent executive directors, Euan Sutherland

and Stuart Lorimer, contain a maximum notice

period of one year. Consequently, the Company

has been fully compliant with Provision 40 of the

Code since 31 May 2024.

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

Christopher K. O’Donnell

Company Secretary

25 March 2025

Strategic Report Corporate Governance Accounts

On behalf of the Audit

and Risk Committee,

I am pleased to present

its report for the year

ended 25 January 2025.

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

Composition

From 29 January 2024 until 31 May 2024, the Audit

and Risk Committee (the ‘ARC’) comprised four

non-executive directors: Nick Wharton, Susan

Barratt, Louise Smalley and David Ritchie. With

immediate effect following the conclusion of the

annual general meeting (‘AGM’) on 31 May 2024,

David Ritchie resigned as a non-executive

director and stepped down from the ARC, and

Zoe Howorth became a member of the ARC.

Following the simultaneous resignation of

David Ritchie and appointment of Zoe Howorth,

the ARC comprised four non-executive directors,

a composition that remains in place as at the

date of this report.

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 2024 UK Corporate

Governance Code (the ‘Code’). Biographical

details of the Chair and other members of the

ARC are shown on pages 64 to 65. 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 is required, in accordance with its terms

of reference, to meet at least four times per year.

The ARC met four times during the year. The

meetings are attended by the ARC members

and, by invitation, the Chair of the Board, Chief

Executive Officer, Chief Finance and Operating

Officer, the Group Finance Controller, the Chief

Legal and Sustainability Officer, the Company

Secretary and representatives from the external

and internal auditors. The ARC customarily

meets with the Chief Finance and Operating

Officer, Group Financial Controller 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 and approving the policy on

the engagement of the external auditor

to supply non-audit services and on the

employment of former employees of the

Group’s external auditor; 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 25 January 2025

(the ‘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 27 July 2024;

– reviewed and agreed the external auditor’s

audit strategy memorandum in advance of

its audit for the year ended 25 January 2025;

– 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 25 January 2025,

which included comments on its findings

on internal control and key audit risks and

AUDIT AND RISK COMMITTEE REPORT

CHAIR’S STATEMENT

A.G. BARR p.l.c. Annual Report and Accounts 2025

a statement on its independence and

objectivity; and

– reviewed the results of this audit work and the

response of management to matters raised.

• 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;

– 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.

• 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 reviewed and

monitored the performance, independence

and objectivity of the auditor and the

effectiveness of the external audit process;

– 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 25 January 2025,

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 129.

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.

AUDIT AND RISK

COMMITTEE REPORT

CONTINUED

Strategic Report Corporate Governance Accounts

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. The ARC concluded

that the carrying values of intangible 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 25 January 2025,

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(s): the ARC considered and

challenged a report from management in

relation to the classification and presentation

of certain items as adjusting items, and was

satisfied with the treatment and presentation of

the items, which arose during the period under

review as adjusting. The external auditor

concurred with the ARC’s assessment.

Throughout the year, ARC received regular

presentations from senior management,

providing valuable insights into key aspects

of the Group’s operations and strategy. These

presentations covered a range of topics, including

the Group’s pension strategy, tax strategy and risk

management policies, governance frameworks

around commercial pricing, commodity

procurement, intellectual property protection

and cyber risk management. These discussions

allowed the ARC to assess the effectiveness of the

Group’s approach in each of these critical areas

and to ensure alignment with overall business

objectives and risk management protocol.

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 its

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

2024, 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 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 will 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 its work and

its 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 its 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 its 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

A.G. BARR p.l.c. Annual Report and Accounts 2025

of the evaluation were shared with the ARC and

the external auditor. Overall, the evaluation was

positive, with a small number of improvement

opportunities identified and discussed with

the external auditor.

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 2025 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

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. Overall, the evaluation was

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.

Financial Reporting Council (FRC) Review

The FRC reviews and investigates company

accounts for compliance with relevant reporting

requirements. In January 2025 the FRC raised

two enquiries on our annual report and accounts

for the year ended 28 January 2024. These were:

1) the recognition of a retirement benefit asset

and associated deferred tax liability; and 2) the

treatment of the acquisition of Rio Tropical Ltd

in October 2023 as a business combination.

Having responded to each question, explaining

the accounting treatment applied the FRC was

satisfied with our response and has concluded

their enquiries whilst stating that their review

does not give assurance that the annual report

and accounts is correct in all material respects.

As a result of the FRC’s enquiries we have

however enhanced the disclosures in these

accounts to 25 January 2025 in the areas of

deferred tax and accounting for Rio Tropical Ltd

as a business combination.

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 accordance with

the Code, and consistent with last year, the

evaluation was facilitated internally this year,

following an externally facilitated evaluation

for the year ending 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 Chair of the Board, Chief Executive Officer,

the Chief Finance and Operating Officer, Group

Financial Controller, the Chief Legal and

Sustainability Officer 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

25 March 2025

AUDIT AND RISK

COMMITTEE REPORT

CONTINUED

Strategic Report Corporate Governance Accounts

On behalf of the

Remuneration

Committee, I am

pleased to report on

A G Barr’s approach

to remuneration for

the year ended

25 January 2025.

Louise Smalley

Chair of the Remuneration Committee

Introduction

The current Directors’ Remuneration Policy

(‘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 current Policy

in this year’s Directors’ Remuneration Report

on pages 109 to 122. The Annual Report on

Remuneration on pages 89 to 108 provides

details of the amounts earned by the directors in

respect of the year ended 25 January 2025 and

how the Policy will operate for the final year it

remains effective commencing 26 January 2025.

The Annual Report on Remuneration will be

subject to an advisory vote at the 2025 AGM.

I became Chair of the Company’s Remuneration

Committee (‘Committee’) following the

conclusion of the 2024 AGM and on the

anniversary of my appointment as an

independent non-executive director to the Board.

I have been able to consider the views of

shareholders expressed in consultations prior

to my appointment in order to ensure that the

Committee could adequately reflect on the

feedback received from shareholders over the

balance of the year expressed in this report. In

addition, the start of my tenure as Chair of the

Committee coincided with a period of executive

director transition for the Company as the

number of executive directors reduced from three

to two. This change has been navigated very

effectively by our new Chief Executive Officer

and our Chief Finance and Operating Officer

under a newly expanded remit from 2025.

I wrote to key shareholders earlier this year to

outline the forward facing remuneration we were

planning to implement for the Chief Finance and

Operating Officer under his expanded remit,

inviting their direct feedback. This included

a detailed rationale for an exceptional 2025

base salary increase to reflect the individual’s

experience in role from 1 April 2025 as well as the

change we planned to implement to address the

remaining legacy contractual pension issue so

that all executive directors’ pension contributions

would be aligned with those available to the

wider workforce from April 2025. Further details

are set out later in this report.

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 positive feedback on the more regular

attendance of the Chief People Officer (formerly

HR Director) at Committee meetings in order to

provide regular and comprehensive context and

insight on the remuneration and engagement of

the wider workforce.

Remuneration in context

The Company has successfully navigated a

challenging year marked by ongoing economic

volatility, including continued inflationary

pressures and rising operational costs. The

business has demonstrated considerable

resilience, and the Committee has closely

considered the impact of these factors on all our

key stakeholders and the Group’s performance

when making executive remuneration decisions

for the year. The summary below highlights some

of the key drivers influencing our decisions:

Group performance

• Revenue increased by 5.1% to £420.4m.

• Adjusted profit before tax (‘Adjusted PBT*’)

increased by 15.8% to £58.5m.

• Strong cash management ensured that the

Group exited the financial year with net cash

at bank* of £63.9m.

Shareholder experience

• An interim dividend of 3.10p per share paid in

November 2024 and a proposed final dividend

for the 2024/25 financial year of 13.76p.

• The share price at the end of the financial

year of £5.79 was c.5% higher than at the start

of the year.

• Adjusted basis Earnings Per Share* for the year

was 39.77p, an increase of 17.4% on prior year.

Employee experience

• The Group paid bonuses for the 2023/24

financial year to employees based on strong

individual performance.

• The Group increased salaries for the

workforce in April 2024 by an average of 4.2%.

• Employee engagement across the Group

increased to 78%, exceeding the industry

average by 11%.

Customer experience

• Maintained strong customer support

amidst market volatility through proactive

communication and efficient product

distribution and availability.

• Maintained a product innovation pipeline

responsive to and aligned with evolving

consumer trends.

• Achieved significant growth in Rubicon sales,

with a 17% increase on prior year.

DIRECTORS’ REMUNERATION REPORT

CHAIR’S STATEMENT

A.G. BARR p.l.c. Annual Report and Accounts 2025

Pay for performance in 2024/25

As we reflect on the past financial year, we

remain committed to ongoing dialogue with

shareholders regarding executive remuneration,

ensuring that decisions are aligned with the

long-term interests of the Company and its

stakeholders. 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 – above on target payout in

respect of Adjusted PBT*

The executive directors were set a stretching

Adjusted PBT* target, which accounts for 80% of

bonus opportunity for each executive director.

The Adjusted PBT* target range of £53m to £60m

reflected the ambitions for growth of the business

and the executive directors delivered strong

growth in revenue and achieved Adjusted PBT* of

£58.5m. On that basis, the Committee concluded

that the executive directors will receive 72.2% of

the Adjusted PBT* portion of the bonus.

Each of the executive directors were 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 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 87% and 90% 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 94% to 95% of the

maximum bonus available of 125% of salary.

Further details of bonus awards can be found

on pages 92 to 94.

Achievement against LTIP targets –

2022 LTIP awards vest in full

The 2022 LTIP awards were assessed cumulatively

over the following three years based on stretching

targets set across three performance measures:

Earnings Per Share (‘EPS’), Total Shareholder

Return (‘TSR’) and environmental sustainability,

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

The cumulative EPS over the three years ended

25 January 2025 was 103.31p, compared to the

EPS target range set in April 2022 of 86.6p to

95.7p. As a result, subject to the LTIP rules, the

EPS element of the LTIP will vest in full at 60%

in April 2025.

In respect of TSR, the Company delivered a TSR

over the assessed period which was above the

upper quartile performance of the agreed peer

set of companies in the FTSE 250. As a result,

subject to the LTIP rules, the TSR element of the

LTIP will vest in full at 30% in April 2025.

In respect of the environmental sustainability

target (carbon tonnes) the Company produced

3,942 carbon tonnes over the performance

period, meeting the requirement for maximum

performance (maximum was set at 4,194 carbon

tonnes). As a result, subject to the LTIP rules, the

environmental sustainability element of the LTIP

will vest in full at 10% in April 2025.

Further details can be found on page pages

94 to 95.

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 2024/25

Set out below are the other decisions made

during the year in respect of remuneration.

2024/25 Base salary increases –

set below the average increase in the

wider workforce

In line with the disclosure in last year's Directors’

Remuneration Report, the Committee reviewed

the executive director salaries during the year

and approved salary increases for Stuart Lorimer

and Jonathan Kemp. However, Roger White did

not receive any salary increase ahead of his

retirement on 30 April 2024. Both Stuart Lorimer

and Jonathan Kemp were awarded a 4% salary

increase, effective from 1 April 2024, which was

lower than the average increase of 4.2% granted

to the wider workforce. Euan Sutherland’s salary

was not subject to any increase following his

appointment to the Company on 1 May 2024.

2024/25 LTIP awards – awards granted

using three performance metrics of EPS,

TSR and Environmental Sustainability

The Committee concluded that it was appropriate

to grant LTIP awards in May 2024 at a value

equal to 150% of base salary, consistent with the

normal maximum opportunity under the Policy

to both Euan Sutherland and Stuart Lorimer.

These LTIP awards will be assessed over the

three year vesting period using the performance

metrics of EPS, TSR and environmental

sustainability, with relative proportions of 60%,

30% and 10%. No 2024/25 LTIP awards were

granted to Roger White or Jonathan Kemp.

DIRECTORS’

REMUNERATION REPORT

CONTINUED

Strategic Report Corporate Governance Accounts

Employee engagement

The Committee recognises the importance of

culture and effective employee engagement

in the creation of a healthy and productive

workplace. We review workforce remuneration,

the related policies and the alignment of

incentives and rewards with culture, and take

these into account when determining the policy

and practice 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. All

members of the Committee were able to speak

directly to colleagues at workforce engagement

sessions across Company locations that were

planned throughout the year. In addition, the

Board receives regular updates on wider

workforce engagement initiatives 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. During the year the Chair of the

Committee was able to attend several of the

sessions to discuss this topic. Further information

on employee engagement is included in the

Corporate Governance Report on pages 72 to 74.

Looking forward – implementation of

Policy for 2025/26

Set out below are the decisions anticipated to be

made during 2025/26 in implementing the Policy.

2025/26 Base salary increases –

reflecting roles and responsibilities

Effective from 1 April 2025, Euan Sutherland

will receive a 3% salary increase, in line with the

average salary increase for the wider workforce.

I wrote to shareholders in early 2025 to explain

the rationale for Stuart Lorimer receiving the

3% annual pay award plus a further 13.3%

exceptional salary increase effective from 1 April

2025. This proposed additional increase followed

a market benchmarking exercise commissioned

by the Committee in Autumn 2024 and reflects

his expanded role and responsibilities as Chief

Finance and Operating Officer, a desire to close

a significant gap to the market in base salary as

well as recognising his proven competence and

contribution to the Company over his 10 year

tenure. Historically, all of Stuart Lorimer’s base

salary increases have been below or aligned to

the wider workforce increases and the Committee

felt it was important to reflect his new role and

contribution from 1 April 2025. The Committee

considered both the fixed and variable pay

implications of this award and felt satisfied that,

relative to the accountabilities of the Chief Finance

and Operating officer, internal differentials,

external market data and Stuart Lorimer’s

expertise and value to the Company, this award

would be appropriate.

The new total target remuneration opportunity as

a result of the increase to base salary positioned

the Chief Finance and Operating Officer below

the market median for the FTSE 250 and a

size-adjusted comparison to the closest +/- 50

companies to ensure consideration of the relative

size of the Company against peers in the

Committee’s decision-making.

Further details can be found on page 90.

2025/26 Pension contributions –

aligning to the wider workforce for all

executive directors

Euan Sutherland receives a pension contribution

in line with the Policy of 8% of salary. From 1 April

2025, Stuart Lorimer will also receive a pension

contribution of 8% of salary (previously 24% of

salary) to bring his rate in line with that available

to the wider workforce.

Further details can be found on page 97.

2025/26 Annual bonus – to be operated

in line with Policy

The Committee intends to operate the bonus

scheme for the year ending 31 January 2026 in

line with the Policy, with maximum awards at 125%

and continuing to be subject to a combination

of Adjusted PBT* targets and individual

strategic objectives.

Details of bonus and performance measure

weightings are provided on page 94.

Performance targets and ranges for these

bonus awards will be disclosed retrospectively

in the Annual Report on Remuneration for the

year ending 31 January 2026.

2025/26 LTIP – awards at normal level

of opportunity with targets based on

cumulative EPS, TSR and environmental

sustainability measures

In line with the Policy, the Committee intends

to grant LTIP awards at the normal maximum

opportunity of 150% of base salary in April 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

environmental sustainability.

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 2025

will be considered ahead of the vesting period.

This will enable any tangible DRS impact to be

considered and potentially included in the

A.G. BARR p.l.c. Annual Report and Accounts 2025

2025/26 Chair of the Board and

non-executive directors’ fees

Looking ahead, the Company is ambitious for

future growth and there is a renewed energy and

enthusiasm across the business to seize the many

opportunities available to us under our new long

term strategy. The Committee looks forward to

continuing to support the incentivisation and

recognition of success delivered by the leadership

team and colleagues across the Company.

The Chair’s fees are determined by the

Committee, while the fees for non-executive

directors are determined by the Board, excluding

any non-executive directors who would be

directly affected by the decision, to ensure

impartiality in the decision-making process.

Following a thorough review, it has been

determined that adjustments to the fees for the

Chair, non-executive directors, and additional

fees for chairing sub-committees are necessary

going forward. These changes commence a

process to narrow a significant gap and bring

the compensation closer to the lower quartile

of the market median, better reflecting the time

commitments and demands of these roles

within the Company.

Effective 1 April 2025, the Chair’s fee will increase

to £210,000 to more appropriately reflect the

required time commitment for a business with

the size and complexity of AG Barr. The new

fee level sits broadly at the lower quartile of

the FTSE 250. The Board also reviewed the

non-executive directors’ fee levels and details of

the changes are set out on page 91. The Board

and Committee will continue to monitor the

Chair and non-executive directors’ fee levels

to ensure that they remain appropriate.

I look forward to your support at the upcoming AGM.

Louise Smalley

Chair of the Remuneration Committee

25 March 2025

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

Definitions and relevant reconciliations are provided in the

Glossary on pages 192 to 195.

DIRECTORS’

REMUNERATION REPORT

CONTINUED

targets prior to the vesting date or taken into

consideration at the point of final assessment.

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 2024, 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 2024, the environmental

sustainability performance of the Company will

feature as a performance metric for the 2025 LTIPs

based on environmental sustainability targets.

Details of the 2025 LTIP awards are provided on

page 96.

Details of the performance targets set for the

2025 LTIP awards are considered commercially

sensitive and will be disclosed in the Annual

Report on Remuneration for the year ending

31 January 2026.

Strategic Report Corporate Governance Accounts

Annual report on remuneration

The following parts of the Directors’

Remuneration Report are subject to audit, other

than the elements explaining the application of

the Remuneration Policy (‘Policy’) for 2025/26.

Single figure table – audited information

The aggregate remuneration provided to

directors who have served as directors in the

year ended 25 January 2025 is set out below,

along with the aggregate remuneration provided

to such directors for the year ended 28 January

2024. No malus or clawback provisions were

applied during the year.

Director

Jan 25

Salary/fees

£000

Jan 24

Salary/fees

£000

Jan 25

Benefits

£000

Jan 24

Benefits

£000

Jan 25

Bonus^^^

£000

Jan 24

Bonus^^^

£000

Jan 25

Long term

incentives

£000

Jan 24

Long term

incentives

£000

Jan 25

Pension

£000

Jan 24

Pension

£000

Jan 25

Total fixed

remuneration

£000

Jan 24

Total fixed

remuneration

£000

Jan 25

Total variable

remuneration

£000

Jan 24

Total variable

remuneration

£000

Jan 25

Total

remuneration

£000

Jan 24

Total

remuneration

£000

Executive

Euan Sutherland* 488 – 163 – 611 – – – 34 – 685 – 611 – 1,296 –

Stuart Lorimer 367 353 20 17 346 420 567 539 77 74 464 444 913 959 1,377 1,404

Roger White** 129 515 16 40 122 610 – 784 27 108 172 663 122 1,394 294 2,057

Jonathan Kemp*** 92 268 12 18 87 323 – 411 19 57 123 343 87 734 210 1,077

Non-executive

Mark Allen 172 165 – – – – – – – – 172 165 – – 172 165

Julie Barr**** 55 41 – – – – – – – – 55 41 – – 55 41

Susan Barratt 57 55 – – – – – – – – 57 55 – – 57 55

Zoe Howorth 57 53 – – – – – – – – 57 53 – – 57 53

David Ritchie^ 21 61 – – – – – – – – 21 61 – – 21 61

Louise Smalley ^^ 61 36 – – – – – – – – 61 36 – – 61 36

Nick Wharton 63 61 – – – – – – – – 63 61 – – 63 61

Total 1,562 1,608 211 75 1,166 1,353 567 1,734 157 239 1,930 1,922 1,733 3,087 3,663 5,009

* Euan Sutherland was appointed to the Board on 1 May 2024. The remuneration above was paid in respect of his services from that date.

** Roger White resigned from the Board on 30 April 2024. The remuneration above was paid in respect of his services until that date.

*** Jonathan Kemp resigned from the Board on 31 May 2024. 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.

^ David Ritchie resigned from the Board and Committee on 31 May 2024. The remuneration above was paid in respect of his services until 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 figure includes the deferred portion of bonus in shares, being 25% of bonus earned for the year ended 28 January 2024 and for the year ended 25 January 2025.

A.G. BARR p.l.c. Annual Report and Accounts 2025

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 travel costs paid, car allowances, fuel benefits, private medical

insurance, healthcare cash plan, flex-cash, the value of SAYE options vesting in the year, AESOP free and matching shares

awarded in the year, and a one-off lump sum relocation allowance.

SAYE: option shares are valued at the market price 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 108.

(c) Bonus A description of the annual bonus in respect of the year, and the Group and personal performance against which the bonus

pay-out was determined is provided on pages 92 to 93.

(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 107.

(e) Pension The pension figure includes:

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

• details of the entitlements accruing for individuals in the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme

(the ‘2008 Scheme’) defined benefit section.

Further details of pension benefits are set out on pages 96 to 97.

Individual elements of remuneration

Base salary and fees

Base salaries for individual executive directors for the year ended 25 January 2025 and for the following year are set out in the table below:

Executive director

Base salary for year ended

25 January 2025

£000

Base salary for year ending

31 January 2026

£000

Increase^

Euan Sutherland 650 666 3.0%

Stuart Lorimer^^ 367 420 16.3%

Roger White* 517 – –

Jonathan Kemp** 280 – –

^ Increase effective from 1 April 2025.

^^ Details of Stuart Lorimer’s increase are set out in the Chair’s statement.

* Roger White resigned from the Board on 30 April 2024.

** Jonathan Kemp resigned from the Board on 31 May 2024.

DIRECTORS’

REMUNERATION REPORT

CONTINUED

Strategic Report Corporate Governance Accounts

Details of non-executive directors’ fees for the year ended 25 January 2025 and for the following year are set out in the table below:

Non-executive director fee

Year ended

25 January 2025

£000

Year ending

31 January 2026

£000

Increase^

Chair of the Company 172 204 21.4%

Basic fee 55 57 3.0%

Additional fee for chairing Audit Committee 8 10 25.0%

Additional fee for chairing Remuneration Committee 8 10 25.0%

Additional fee for chairing ESG Committee 2 5 150.0%

Additional fee for Senior Independent Director 2 9 400.0%

^ Increase effective from 1 April 2025.

Benefits – audited information

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

Year ended 25 January 2025

Executive director

Relocation

allowance

£000

Travel costs

£000

Car and fuel

benefit

£000

SAYE

£000

Other^

£000

AESOP Awards

£000

Total

£000

Euan Sutherland* 130 13 18 – 2 – 163

Stuart Lorimer – – 13 5 1 1 20

Roger White** – – 10 5 1 – 16

Jonathan Kemp*** – – 5 6 1 – 12

Total 130 13 46 16 5 1 211

^ Other costs include private medical insurance (‘PMI’), healthcare cash plan and flex-cash as they are below £1,000 separately, except for Euan Sutherland’s PMI which was £1,854 for the period.

* Euan Sutherland was appointed to the Board on 1 May 2024. The remuneration above was paid in respect of his services from that date. This includes a one-off up front gross lump sum of £130,000

to support his relocation to Scotland. The Company will also meet the cost of his travel expenses from Scotland to the south of England for a maximum period of two years. Any sums paid to support

relocation will be subject to claw back 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.

** Roger White resigned from the Board on 30 April 2024. The remuneration above was paid in respect of his services until that date.

*** Jonathan Kemp resigned from the Board on 31 May 2024. The remuneration above was paid in respect of his services until that date.

The value of the AESOP awards is the sum of the AESOP free and matching shares awarded to the directors in the year. Euan Sutherland, Roger White

and Jonathan Kemp received AESOP awards however the value of these was less than £500.

A.G. BARR p.l.c. Annual Report and Accounts 2025

Annual bonus

The maximum annual bonus award opportunity for each executive director in respect of the year ended 25 January 2025 was 125% of salary, with 80% of the

bonus assessed against the achievement of Adjusted PBT*, compared against a set of profit targets and 20% based on strategic objectives. The Committee

agreed that the Chief Executive Officer should participate in the bonus for the full year given his arrival shortly after the start of the performance period.

The executive directors earned a total of £1.17m as annual bonus for the year, representing 94.0% of Euan Sutherland’s salary, 94.1% of Stuart Lorimer’s salary,

94.2% of Roger White’s salary*, and 94.7% 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 and the Bonus Plan rules.

* Prorated for the period from 29 January 2024 up to and including 30 April 2024, being the period that Roger White was a member of the Board.

** Prorated for the period from 29 January 2024 up to and including 31 May 2024, being the period that Jonathan Kemp was a member of the Board.

The target for the annual bonus based on Adjusted PBT* 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 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

of total bonus

opportunity

Adjusted PBT* £53.0m £ 57. 3 m £60.0m £58.5m 80% 58%

Strategic objectives for the year ended 25 January 2025 account for 20% of the bonus and targets. These 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 25 January 2025 and the Committee’s determination

of performance against them is set out in the table on the following page.

DIRECTORS’

REMUNERATION REPORT

CONTINUED

Strategic Report Corporate Governance Accounts

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

Euan Sutherland 20% 17%

Deliver an objective related to executing key strategic projects.

Deliver an objective related to developing a new six-year strategy for the Group.

Deliver an objective related to establishing and implementing a Group-wide innovation and category management approach.

Deliver an objective related to completing a comprehensive organisational review, including the recruitment of a

Chief Commercial Officer.

Deliver an objective related to executing the margin recovery plan.

Deliver an objective related to developing and executing a consumer-focused strategic M&A approach and pipeline.

Stuart Lorimer 20% 18%

Deliver an objective related to executing strategic planning initiatives.

Deliver an objective related to managing the leadership transition during the Chief Executive Officer succession.

Deliver an objective related to driving business performance management strategies.

Deliver an objective related to ensuring strong financial governance and compliance.

Roger White 20% 18%

Deliver an objective related to achieving year-end trading results.

Deliver an objective related to ensuring a smooth transition and handover to the incoming Chief Executive Officer.

Jonathan Kemp 20% 18%

Deliver an objective related to executing strategic project plans.

Deliver an objective related to driving brand performance for key strategic brands.

Deliver an objective related to supporting a smooth Chief Executive Officer transition and leading the commercial

function transition.

A.G. BARR p.l.c. Annual Report and Accounts 2025

Annual bonus for 2025/26

For the 2025/26 financial year, 80% of bonus potential will be assessed against growth in Adjusted PBT*, 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 31 January 2026.

Long term incentives – audited information

Awards vesting in respect of the financial period

LTIP awards granted in April 2022 were subject to the following EPS, TSR and environmental sustainability performance measures:

% of maximum

opportunity

Threshold

vesting at 20% of

the maximum

award

Maximum

vesting at 100% of

the maximum

award

Actual result

for period

Actual vesting

(as a % of

maximum for

each measure)

Cumulative EPS for the period including 2022/23, 2023/24 and 2024/25 60% 86.6p 95.7p 103.31p 100%

TSR* for the period including 2022/23, 2023/24 and 2024/25 30% Median

Upper

quartile

82nd

Percentile 100%

Environmental sustainability – Science Based Target (carbon tonnes)

for the period including 2022/23, 2023/24 and 2024/25 10% 4,715 4,194 3,942 100%

* Ranked TSR performance measured against the constituents of the FTSE 250 index (excluding investment trusts and financial services companies).

The salary used in the calculation of the award is the individual director’s salary as at 1 April 2022.

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

Year ended 25 January 2025

Executive director

Total shares

Number

Vesting

awarded*

Number

Share price **

LTIP value

£000

Stuart Lorimer 95,187 100% 99,487 5.70 567

95,187 99,487 567

* Shares vesting under the LTIP for the year ended 25 January 2025 include dividend equivalents from the award date for the director.

** The long term incentives figure for the year ended 25 January 2025 has been valued using the average closing share price for the three months ended 25 January 2025 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 2025.

An estimate of the amount of LTIP awarded in April 2022 attributable to share price appreciation is set out below:

Executive director

Share price

appreciation

£000

Stuart Lorimer 33

DIRECTORS’

REMUNERATION REPORT

CONTINUED

Strategic Report Corporate Governance Accounts

Year ended 28 January 2024

Executive Director

Total shares

Number

Vesting

awarded*

Number

Share price **

LTIP value

£000

Stuart Lorimer 98,663 100% 105,197 5.03 529

Roger White 143,337 100% 152,829 5.03 769

Jonathan Kemp 75,161 100% 80,138 5.03 403

Total 317,161 338,164 1,701

* 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 restated to reflect the market value of the shares that vested on 12 April 2024 as at that date. The long term incentives figure

for the year ended 28 January 2024 set out in the Annual Report 2023/24 used the average closing share price for the three months ended 28 January 2024 as an estimate of the market value of those shares.

Awards granted during the financial period

On 2 May 2024, during the financial year ended 25 January 2025, 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 30 January

2027)

Euan Sutherland LTIP award – nil cost option 171,957 567p 975 20.0% 3

Stuart Lorimer LTIP award – nil cost option 97,833 567p 555 20.0% 3

Given Roger White and Jonathan Kemp’s resignation from the Board on 30 April 2024 and 31 May 2024 respectively, no LTIP awards were granted

to either individual.

The share price at grant is £5.67, which is the five day average of the middle-market closing share prices preceding 2 May 2024 rounded down.

The salary used in the calculation of Stuart Lorimer’s LTIP award was his salary as at 1 April 2024. The salary used in the calculation of Euan Sutherland’s LTIP

award was his salary as at 1 May 2024.

Vesting of the LTIP awards granted in the year ended 25 January 2025 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, as set out below:

% 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 2024/25, 2025/26 and 2026/27 60% 117.41p 135.7p

TSR for the period including 2024/25, 2025/26 and 2026/27 30% Median

Upper

quartile

Environmentaly sustainability – Science Based Target (carbon tonnes) for the period including 2024/25,

2025/26 and 2026/27* 10% 4,600 4,190

* Targets are an average across the three years. A market based approach has been utilised in the calculations and excludes carbon dioxide loss and use as a processing aid, and Boost scope 1 and 2 emissions.

There is straight-line vesting between these points. No award is granted for EPS and TSR performance below threshold and if the threshold Science

Based Target is not met.

A.G. BARR p.l.c. Annual Report and Accounts 2025

Long term incentives for 2025/26

LTIP awards granted in 2025 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 2025/26, 2026/27 and 2027/28.

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

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 2025 will be based around the Group’s No Time To Waste

environmental sustainability programme.

The EPS and environmental sustainability performance 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 and environmental sustainability performance targets

will be disclosed in next year’s Annual Report on Remuneration.

Total pension entitlements – audited information

With the exception of Euan Sutherland, the executive directors are all members of 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 25 January 2025

Executive director

Pension cash

equivalent

£000

Total

£000

Euan Sutherland* 34 34

Stuart Lorimer 77 77

Roger White** 27 27

Jonathan Kemp*** 19 19

Total 158 158

* Prorated for the period from 1 May 2024 up to and including 25 January 2025, reflecting his appointment date and continuing tenure as a member of the Board.

** Prorated for the period from 29 January 2024 up to and including 30 April 2024, being the period that Roger White was a member of the Board.

*** Prorated for the period from 29 January 2024 up to and including 31 May 2024, being the period that Jonathan Kemp was a member of the Board

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

Executive director

Accrued pension as

at 25 January 2025

£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. Roger White is a deferred member of the 2008 Scheme.

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Strategic Report Corporate Governance Accounts

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.

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.

No contributions were paid to the defined contribution section of the 2008 Scheme or the A G Barr Retirement Plan during the years ended 25 January 2025

or 28 January 2024.

All directors have elected to receive Company pension contributions in the form of a cash allowance. Stuart Lorimer currently receives a cash allowance

equal to his contractual pension provision of 24% of salary, however with effect from 1 April 2025, this will be aligned with the contribution available to the

wider workforce, currently 8%. Euan Sutherland receives a pension contribution of 8% of salary.

Payments to past directors – audited information

During the year, the Company made a net payment of £50,000 to Roger White to buy out his contractual entitlement to receive ongoing life assurance

benefits, which would have otherwise extended until his normal retirement date notwithstanding the termination of his employment with the Company.

No other payments were made to past directors during the year for services rendered in their capacity as directors.

A.G. BARR p.l.c. Annual Report and Accounts 2025

Payments for loss of office – audited information

Roger White

As disclosed in last year’s report, Roger White retired as a director of the Company on 30 April 2024, however he remained employed full-time until 31 July 2024,

when his employment then terminated. The following arrangements applied in respect of his remuneration:

Roger White received his existing salary and benefits up until 31 July 2024. He did not receive any payment in lieu of notice.

Roger White remained eligible for an annual bonus for the financial year ended 25 January 2025. The bonus awarded (as disclosed on page 97) was

prorated for the period up to 30 April 2024 to reflect his period of service as an executive director and remains subject to malus and clawback in accordance

with the Policy.

Roger White retained the deferred shares awarded to him in respect of his bonuses for the financial years ended January 2023 and January 2024. The shares

awarded to him in respect of the financial year ending January 2023 were released at the end of the relevant two-year deferral period subject to malus and

clawback. The shares awarded to him in respect of the financial year ending January 2024 will be released at the end of the relevant two-year deferral period

and remain subject to malus and clawback.

The Remuneration Committee determined that Roger was a “good leaver” under the Company’s LTIP. He therefore retained his awards over shares made to

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

to pro-rating based on the proportion of the relevant performance periods for which he was employed as an executive director. The awards will remain

subject to malus and clawback.

Executive director LTIP

Total

Value of

award at

grant

(£000)

End of

performance

period Vesting

Total

number of

vesting Vesting date

Value

attributable

to share

price

movement

Value of

LTIP shares

vesting*

(£000)

Value of

dividend

equivalents

due

(£000)

Value of

element of

LTIP

(£000)

Roger White** 2022 115,239 647 25/01/2025 100% 120,444 08/04/2025 40 657 30 687

* The long term incentives figure for the year ended 25 January 2025 has been valued using the average closing share price for the three months ended 25 January 2025 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 2025.

** Prorated based on the proportion of the relevant performance periods for which he was employed with the business.

No further awards were made to Roger White 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.

Roger White did not receive any payments for loss of office.

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CONTINUED

Strategic Report Corporate Governance Accounts

Jonathan Kemp

As disclosed in last year's report, Jonathan Kemp retired as a director of the Company on 31 May 2024. However, he remained employed full-time until

30 September 2024, and remains available to the Company on a part-time basis up to and including 30 September 2025.

The following arrangements applied to his remuneration:

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

any payment in lieu of notice.

Jonathan Kemp remained eligible for an annual bonus for the financial year ended 25 January 2025. The bonus awarded (as disclosed on page 97) was

prorated for the period up to 31 May 2024 to reflect his period of service as an executive director and remains subject to malus and clawback in accordance

with the Policy.

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

Jonathan Kemp retained the deferred shares awarded to him in respect of his bonuses for the financial years ended January 2023 and January 2024. The

shares awarded to him in respect of the financial year ending January 2023 were released at the end of the relevant two-year deferral period subject to

malus and clawback. The shares awarded to him in respect of the financial year ending January 2024 will be released at the end of the relevant two-year

deferral period and remain subject to malus and clawback.

The Remuneration Committee determined that Jonathan was treated as a “good leaver” under the Company’s LTIP. He therefore retained 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 prorated based on the proportion of the relevant performance periods for which he was employed as an executive director. The awards

will remain subject to malus and clawback.

Executive director LTIP

Total

Value of

award at

grant

(£000)

End of

performance

period Vesting

Total

number of

vesting Vesting date

Value

attributable

to share

price

movement

Value of

LTIP shares

vesting*

(£000)

Value of

dividend

equivalents

due

(£000)

Value of

element of

LTIP

(£000)

Jonathan Kemp 2022 72,513 407 25/01/2025 100% 75,788 08/04/2025 25 413 19 432

* The long term incentives figure for the year ended 25 January 2025 has been valued using the average closing share price for the three months ended 25 January 2025 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 2025.

** Prorated based on the proportion of the relevant performance periods for which he was employed with the business.

Jonathan Kemp did not receive an LTIP award in 2024/25.

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

Jonathan Kemp did not receive any payments for loss of office.

Other

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

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 Chief Executive Officer) are required to build

and hold a shareholding equal to 150% of base salary. The Chief Executive Officer 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.

100

A.G. BARR p.l.c. Annual Report and Accounts 2025

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, Euan Sutherland did not meet the 200% base salary requirement applicable for the year ended 25 January 2025, with a shareholding

equal to 11% of base salary as at 25 January 2025. Stuart Lorimer met the 150% base salary requirement applicable for the year ended 25 January 2025,

with a shareholding equal to 306% of base salary as at 25 January 2025.

The interests of each executive director of the Company as at 25 January 2025 (including those held by their connected persons) are as set out below.

There were no changes to these interests between 25 January 2025 and 24 March 2025 with the exception of the following changes:

• an increase in Euan Sutherland’s holding of 74 shares; and

• an increase in Stuart Lorimer’s holding of 74 shares.

Unvested

Director Type Owned outright

Exercised during

the year

Subject to

performance

conditions

Not subject to

performance

condition

Total at

25 January 2025

Executive

Euan Sutherland Shares 11,994 – – – 11,994

LTIP share options – – 171,957 – 171,957

AESOP matching shares – – – 12 12

Stuart Lorimer Shares 179,992 – – – 179,992

LTIP share options – (98,663) 299,271 – 299,271

SAYE options – (3,925) – 3,635 3,635

Deferred bonus held in shares – – 15,437 – 15,437

AESOP matching shares – (132) 861 861

Shares – connected persons’ holding* – – – – 650,463

Non-executive

Mark Allen Shares 10,000 – – – 10,000

Julie Barr Shares 1,671,306 – – – 1,671,306

Zoe Howorth Shares 5,631 – – – 5,631

Louise Smalley Shares 10,200 – – – 10,200

Nick Wharton Shares 1,597 – – – 1,597

* 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.

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Strategic Report Corporate Governance Accounts

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

Euan Sutherland 12,006 – 171,957 – 183,963

Stuart Lorimer 180,853 15,437 299,271 3,635 499,196

There were no shares vested and unexercised as at 25 January 2025.

The following sections of the Directors’ 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.

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

120

150

A.G. BARR FTSE 250 Ex.Investment Trusts

Total Shareholder Return

102

A.G. BARR p.l.c. Annual Report and Accounts 2025

Chief Executive Officer remuneration for previous ten years

The table below presents details of total remuneration, annual bonuses, and LTIP vesting for Roger White over the past nine financial years ended 28 January

2024. For the financial year ended 25 January 2025, the figures reflect total remuneration and annual bonus for Roger White from the start of the year until

his resignation from the Board. For Euan Sutherland the figures reflect total remuneration and annual bonus from his appointment to the Board until the

end of the year.

Total

remuneration

£000

Annual bonus as

a % of maximum

opportunity

LTIP as a % of

maximum

opportunity

Euan Sutherland

From 1 May 2024 to 25 January 2025 1,296 94.0% 0.0%

Roger White

From January 2024 to 30 April 2024 294 94.2% 100.0%

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%

* 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.

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Strategic Report Corporate Governance Accounts

Percentage change in director remuneration

The table below sets out, in relation to salary, taxable benefits and annual bonus, the increase between the pay for the years ended 24 January 2021 through

to the pay for the year ended 25 January 2025 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 five years ended 25 January 2025 but excludes executive

and non-executive directors.

Salary

Jan 25*

Benefits

Jan 25

Annual

bonus

Jan 25

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

Euan

Sutherland 100.0% 100.0% 100.0% -% -% -% -% -% -% -% -% -% -% -% -%

Stuart

Lorimer 4.0% 17.6% (17.6%) 3.8% (5.6%) 32.1% 1.5% -% (22.8%) 19.5% (30.8%) 100.0% 0.8% 4.4% -%

Roger

White (75.0%) (60.0%) (80.1%) 2.4% (2.4%) 32.0% 3.3% 5.1% (22.9%) 8.0% 21.2% 100.0% (4.3%) (8.5%) -%

Jonathan

Kemp (65.7%) (33.3%) (73.0%) 5.5% (5.3%) 33.5% 1.2% (17.4%) (22.9%) 6.5% (4.2%) 100.0% (4.4%) -% -%

Mark Allen 4.2% -% -% 16.2% -% -% 389.7% -% -% 100.0% -% -% -% -% -%

Julie Barr 34.1% -% -% 100.0% -% -% -% -% -% -% -% -% -% -% -%

Susan

Barratt 3.6% -% -% 3.8% -% -% 1.9% -% -% 7.4% -% -% (1.7%) -% -%

Zoe

Howorth 7.5% -% -% 10.4% -% -% 65.5% -% -% 100.0% -% -% -% -% -%

David

Ritchie (65.6%) -% -% 3.4% -% -% 1.7% -% -% 6.6% -% -% (5.0%) -% -%

Louise

Smalley 69.4% -% -% 100.0% -% -% -% -% -% -% -% -% -% -% -%

Nick

Wharton 3.3% -% -% 3.4% -% -% 1.7% -% -% 10.4% -% -% 6.7% -% -%

Wider

workforce** 4.2% -% (2.0%) 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 25 January 2025 compared to financial year ended 28 January 2024.

** Wider workforce salary changes are based on average % increase across the year. Bonuses are based on movement in annual bonuses accrued.

104

A.G. BARR p.l.c. Annual Report and Accounts 2025

Chief Executive Officer Pay Ratio

The table below sets out the ratio of the A.G. BARR p.l.c. Chief Executive Officer single total figure of remuneration for 2024/25 (as detailed on page 89)

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 Media percentile 75th percentile

Year ended 25 January 2025* B 44:1 36:1 26:1

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 Chief Executive Officer single figure used to determine the pay ratios for the year ended 25 January 2025 is based on the sum of the total single figures of remuneration for Roger White and

Euan Sutherland.

The remuneration figures for the employee at each quartile were determined with reference to the financial year ended 25 January 2025.

Option B was used to calculate these figures. The Committee believes that this approach provides a fair representation of the Chief Executive Officer 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 2024) 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. A full time equivalent total pay and benefits figure for the 2024/25 financial year was

then calculated for each of those employees. The pay ratios outlined above were then calculated as the ratio of the Chief Executive Officer’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 2023/24 financial year bonuses (which were paid

in the year ended 25 January 2025) where the 2024/25 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

Chief Executive Officer remuneration £616,650 £1,589,875

25th percentile employee £31,118 £35,964

Median percentile employee £38,883 £43,814

75th percentile employee £60,385 £61,240

The Committee considers that the median Chief Executive Officer pay ratio is consistent with the relative roles and responsibilities of the Chief Executive Officer

and the identified employee. Due to the nature of his role, the Chief Executive Officer’s 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 change in Chief Executive Officer during the year resulted in a lower Chief Executive Office total single figure

for 2024/25 and there has been an increase in the salary and total pay and benefits for the quartile employees. Overall, this has resulted in a reduction to

the Chief Executive Officer pay ratios for 2024/25.

DIRECTORS’

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105

Strategic Report Corporate Governance Accounts

AG Barr 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.

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

28 January 2024

£000

Year ended

25 January 2025

£000 % change

Dividends 14,729 17, 238 17.0%

Overall expenditure on pay 63,200 63,700 0.8%

The Remuneration Committee

The following directors were members of the Remuneration Committee during the year: David Ritchie, Susan Barratt, Zoe Howorth, Louise Smalley, Mark Allen

and Nick Wharton. David Ritchie resigned from the Board and Remuneration Committee with effect from the closure of the AGM on 31 May 2024. Mark Allen

and Nick Wharton were appointed to the Remuneration Committee with effect from the closure of the AGM on 31 May 2024.

Euan Sutherland, Julie Barr and Stuart Lorimer attended specific Remuneration Committee meetings by invitation only. The Remuneration Committee

received assistance from the 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 is required, in accordance with its terms of reference, to meet at least three times per year. The Remuneration Committee

met five times during the year. The Committee is responsible for determining, within its 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. Further information on workforce engagement

and how it influenced Board discussion and decision-making can be found in the Company’s Section 172(1) Statement in the Corporate Governance Report

on pages 72 to 74. 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 72 to 74.

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.

106

A.G. BARR p.l.c. Annual Report and Accounts 2025

Key activities in the year

Key activities of the Remuneration Committee are shown below:

• Continued to implement the Policy which was approved at the 2023 AGM;

• 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 25 January 2025 to the Board for approval;

• Reviewed the executive directors’ shareholdings against shareholding guidelines;

• Sought and considered shareholder feedback on remuneration proposals related to Stuart Lorimer, Chief Finance and Operating Officer.

• Reviewed, benchmarked and approved remuneration arrangements for Stuart Lorimer as Chief Finance and Operating Officer, including the

reduction and alignment of pension contributions with that available to the wider workforce, effective from 1 April 2025.

• Reviewed market and corporate governance updates to ensure the Remuneration Committee remained up to date on the quickly evolving governance

landscape and best practice;

• Reviewed and recommended the Remuneration Committee’s terms of reference to the Board for approval; and

• Reviewed 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 consultant:

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 25 January 2025

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.

£57,292

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 operates under the Code of Conduct in relation to executive remuneration consulting in the UK.

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Strategic Report Corporate Governance Accounts

Statement of voting at last AGM

The following table sets out actual voting in respect of the resolutions to approve the 2023/24 Annual Report on Remuneration at the Company’s AGM on

31 May 2024 (‘2024 AGM’) and the Remuneration Policy at the Company’s AGM on 26 May 2023.

Resolution Votes for % of vote Votes against % of vote Votes withheld

Approve Annual Report on Remuneration 62,673,433 81.92% 13,834,023 18.08% 3,288,844

Approve Remuneration Policy 52,168,970 66.47% 26,321,892 33.53% 379,499

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 28 January

2024

Number

Awarded

Number

Vested

Number Lapsed Number

At 25 January

2025

Number Exercisable from

Euan Sutherland 2 May 2024 – 171,957 – – 171,957 2 May 2027

Stuart Lorimer 12 April 2021 98,663 – (98,663) – – 12 April 2024

8 April 2022 95,187 – – – 95,187 8 April 2025

11 April 2023 106,251 – – – 106,251 10 April 2026

2 May 2024 – 97,833 – 97,833 2 May 2027

Roger White 12 April 2021 143,337 – (143,337) – – 12 April 2024

8 April 2022 138,287 – – – 138,287 8 April 2025

11 April 2023 154,362 – – – 154,362 10 April 2026

Jonathan Kemp 12 April 2021 75,161 – (75,161) – – 12 April 2024

8 April 2022 72,513 – – – 72,513 8 April 2025

11 April 2023 80,943 – – – 80,943 10 April 2026

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A.G. BARR p.l.c. Annual Report and Accounts 2025

Executive directors’ interests in the SAYE

The individual interests of the executive directors under the SAYE scheme are as follows:

SAYE Director

At 28 January

2024

Number

Granted

Number

Exercised

Number

Lapsed

Number

At 25 January

2025 Number

Option price

pence Exercisable from

Stuart Lorimer 3,925 3,635 (3,925) – 3,635 510 1 July 2027

Roger White 3,925 – (3,925) – – – –

Jonathan Kemp 3,925 3,635 (3,925) – 3,635 510 1 July 2027

Approval

This report was approved by the Board and signed on its behalf by

Louise Smalley

Chair of the Remuneration Committee

25 March 2025

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Strategic Report Corporate Governance Accounts

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.

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Element Purpose and link to strategy Operation Maximum opportunity Performance measures

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.

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.

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.

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.

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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 121, 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 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.

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Element Purpose and link to strategy Operation Maximum opportunity Performance measures

Long Term

Incentive Plan

(“LTIP”)

continued

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.

For achievement of

threshold performance

20% of the maximum

opportunity will vest.

There will usually be

straight line vesting

between threshold and

maximum performance.

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.

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Strategic Report Corporate Governance Accounts

Element Purpose and link to strategy Operation Maximum opportunity Performance measures

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 96. The contributions paid to

the A.G. Barr Retirement Plan in respect of the

executive directors are disclosed on page 97.

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

R.A. White ceased his accrual

under the defined benefit section

on 5 April 2011. For R.A. 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.

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:

Not applicable.

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Element Purpose and link to strategy Operation Maximum opportunity Performance measures

Retirement

benefits

continued

R.A. 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.

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.

Not applicable. Not applicable.

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Strategic Report Corporate Governance Accounts

Element Purpose and link to strategy Operation Maximum opportunity Performance measures

Shareholding

guidelines

continued

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.

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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.

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Strategic Report Corporate Governance Accounts

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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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.

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Strategic Report Corporate Governance Accounts

Illustrations of application of Remuneration Policy

The charts below set out an illustration of the Policy for 2025/26 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

Base salary, benefits and pension

Annual Bonus

LTIP

LTIP + share price appreciation

Minimum Target Maximum Maximum

(with 50% share

price appreciation)

24%

42%100%

£739k

£1,755k

£3,070k

£2,571k

34%

32%

29%

39%

27%

24%

33%

16%

24%

42%100%

£474k

£1,114k

£1,944k

£1,629k

34%

39%

32%

29% 24%

33%

27%

16%

Minimum Target Maximum Maximum

(with 50% share

price appreciation)

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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 2025) and the value for

benefits has been calculated as per

the single figure table on page 89

(i.e. the benefits for the year ended

25 January 2025).

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 plus

50% growth in

share price

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).

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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Strategic Report Corporate Governance Accounts

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, prorated 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 permitted tax benefits will vest in accordance with those requirements.

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.

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A.G. BARR p.l.c. Annual Report and Accounts 2025

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.

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 key shareholders to outline planned adjustments to the remuneration of the Chief Finance and

Operating Officer under his expanded remit, inviting their direct feedback. This included a detailed rationale for an exceptional 2025 base salary increase to

reflect his expanded role, as well as the alignment of his pension contributions with those available to the wider workforce, addressing a legacy contractual

issue, both effective from April 2025. The Committee remains 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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Strategic Report Corporate Governance Accounts

The directors present their report and the audited consolidated financial statements of the Group for the 52 weeks (2024: 52 weeks) ended 25 January 2025.

Strategic Report

The Companies Act 2006 requires the directors to present a review of the business during the year to 25 January 2025 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 63 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 66 to 80 and is incorporated by reference into this Directors’ Report.

Results and dividends

The Group’s profit after tax for the financial year ended 25 January 2025 attributable to equity shareholders amounted to £39.7m (2024: £38.5m).

An interim dividend for the current year of 3.10p (2024: 2.65p) per ordinary share was paid on 1 November 2024. In line with its progressive dividend policy, the Board has proposed a final dividend of 13.76p

(2024 final dividend: 12.40p) per ordinary share, which will be paid on 7 June 2025 if approved at the Company’s annual general meeting (‘AGM’) on 23 May 2025. 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 £26.0m (2024: £35.3m).

Directors

The following were directors of the Company during the financial year ended 25 January 2025 and to the date of this report:

• Mark Allen OBE

• Euan Sutherland (appointed 1 May 2024)

• Stuart Lorimer

• Julie Barr

• Susan Barratt

• Zoe Howorth

• Louise Smalley

• Nick Wharton

• Roger White (resigned 30 April 2024)

• Jonathan Kemp (resigned 31 May 2024)

• David Ritchie (resigned 31 May 2024)

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 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 resigned from the Board on 30 April 2024. Jonathan Kemp resigned from the Board with effect from conclusion of the AGM on 31 May 2024. David Ritchie also resigned from the Board with effect

from conclusion of the AGM on 31 May 2024. Euan Sutherland was appointed as a director on 1 May 2024 and was elected as a director with effect from conclusion of the AGM on 31 May 2024. 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 AGM following appointment and to retire no later than the third AGM after the AGM at which they

were last elected or re-elected. However, in order to comply with the 2024 UK Corporate Governance Code, all directors as at the date of this report will submit themselves for re-election at the 2025 AGM.

Biographical details of the Board are set out on pages 64 to 65 of this report.

DIRECTORS’ REPORT

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A.G. BARR p.l.c. Annual Report and Accounts 2025

Data on the diversity of the Board and the Executive Management as required by Listing Rule 6.6.6R(10) as at 25 January 2025 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 4 50% 3 5 62.5%

Women 4 50% 1 3 37.5%

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) 8 100% 4 8 100%

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 initiatives 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 32 of the Strategic Report. As at 25 January 2025, the gender-related diversity targets set in the Listing Rules for the Board are met, with

50% 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 an external search consultancy firm.

Directors’ interests

Information regarding the directors’ interests in ordinary shares of the Company is provided in the Directors’ Remuneration Report on page 100.

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 25 January 2025 and 24 March 2025: an increase in Euan Sutherland’s

holding of 74 shares and an increase in Stuart Lorimer’s holding of 74 shares.

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Strategic Report Corporate Governance Accounts

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 £1.6m (2024: £1.5m).

Political donations and political expenditure

No Group company made any political donations or incurred any political expenditure in the year (2024: £nil).

Post balance sheet events

Relevant post balance sheet events requiring disclosure are included in Note 31.

Employee engagement

Information on employee engagement is included in the Corporate Governance Report on pages 72 to 74 and the Strategic Report on page 30.

All qualifying employees are entitled to join the All-Employee 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 or five year savings contract,

which provides the participant with an option to purchase shares after three years or five years (as appropriate) 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.

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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 68 to 75. 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 25 January 2025, 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) 11,193,393 9.9915% Indirect

The position as at 24 March 2025 remains the same as it did as at 25 January 2025.

Share capital

As at 25 January 2025, 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 27 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.

As at 25 January 2025, the Company had authority, pursuant to the shareholders’ resolution of 31 May 2024, to purchase up to 10% of its issued ordinary

share capital. This authority will expire at the conclusion of the 2025 AGM. It is proposed that this authority be renewed at the 2025 AGM, as detailed in

the Notice of AGM.

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Strategic Report Corporate Governance Accounts

As at 25 January 2025, Robert Barr Limited, as trustee of the Savings Related Benefit Trust and the All-Employee Share Ownership Plan Trust (the ‘RBL Trustee’),

held 0.60% of the issued share capital of the Company in trust for the benefit of the executive directors and employees of the Group. As at 25 January 2025,

Equiniti Share Plan Trustees Limited (the ‘AESOP Trustee’) held 0.60% of the issued share capital of the Company in trust for participants in the AESOP.

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

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 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 2025 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 35 and 45 to 47. 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 39 to 46.

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 25.

Contracts of significance

There were no contracts of significance as defined by Listing Rule 6.6 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 63. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial review on

pages 50 to 54.

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 63 of the Strategic Report.

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A.G. BARR p.l.c. Annual Report and Accounts 2025

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 2025 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 25 January 2025. 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 2025 AGM will be held at 12.00 p.m. on 23 May 2025 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 196 to 203 of this report. A description and explanation of the resolutions to be considered at the 2025 AGM

is set out on pages 198 to 200 of this report.

Recommendation to shareholders

The Board considers that all the resolutions to be considered at the 2025 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

Christopher K. O’Donnell

Company Secretary

25 March 2025

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Strategic Report Corporate Governance Accounts

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 64 to 65 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

Euan Sutherland Stuart Lorimer

Chief Executive Officer Chief Finance and Operating Officer

25 March 2025 25 March 2025

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS

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A.G. BARR p.l.c. Annual Report and Accounts 2025

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 25 January 2025 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 balance sheets;

• the consolidated and parent company statements of changes in equity;

• the consolidated and parent company cash flow statement; and

• the related notes 1 to 31.

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 £2.9m (2024: £2.5m) which was determined on the basis of 5%

(2024: 5%) of adjusted profit before tax.

Scoping We performed audit procedures across 4 components accounting for 97% of revenue, 99% of profit before tax and 96% of net assets.

We have performed analytical procedures on the residual balances.

Significant changes in our approach There have been no significant changes in our approach.

INDEPENDENT

AUDITOR’S

REPORT TO THE

MEMBERS OF

A.G. BARR P.L.C.

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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.

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 £16.7m (2024: £12.5m).

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 are timing

delays in receiving information on volume sold; therefore when computing the amounts to be recognised in the financial statement,

management are required to estimate total sales volumes. As such, in cases where sales discounts, 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, 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 82.

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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 customers with significant buying power, 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; and

• Assessing the appropriateness of the key sources of estimation uncertainty 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 £2.93m (2024: £2.51m) £2.64m (2024: £2.26m)

Basis for determining materiality 5% (2024: 5%) of adjusted profit before tax. Parent company materiality equates to 0.8% (2024: 0.8%) of

revenue, capped at 90% (2024: 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. The adjusted items

in the year are summarised on page 193.

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 £2.64m (2024: £2.26m). 90% is deemed to be

appropriate based on the company only contribution to the Group.

Group materiality Adjusted profit before tax

Component

materiality range

£0.7m to £1.8m

Audit and Risk

Committee

reporting threshold

£0.15m

Group materiality

£2.9m

Adjusted profit

before tax £58.50m

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% (2024: 70%) of group materiality 70% (2024: 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.

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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 £146,000 (2024: £125,000), 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

Our group audit was scoped by developing an audit plan for each significant account. Through discussion with IT, internal audit, and the group and component finance teams

and by performing walkthroughs of processes across each of these areas, including group-wide controls, and assessing the risk of material misstatement at a group level, we

assessed the qualitative and quantitative characteristics of each Financial Statement line item and considered the relative contribution of each component to these line items.

Based on this assessment, we focused our work on 4 (2024: 4) components which represent 97% of revenue (2024: 97%), 99% of profit before tax (2024: 99%) and 96% of net

assets (2024: 100%).

97%

Revenue

96%

Net Assets

99%

Profit before tax

Testing procedures

Analytical review

We performed audit procedures to performance materiality levels applicable to each component, which was lower than the group performance materiality level and ranged

from £0.7m to £1.8m (2024: £0.6m to £1.6m).

The components that we performed audit procedures on are as follows:

• A.G. BARR p.l.c.

• FUNKIN Limited

• Rubicon Drinks Limited

• Boost Drinks Limited

The remaining components were subject to analytical reviews. Our audit work on these components was executed at component materiality, capped at 35% of group

materiality. At the group level, we also tested the consolidation process.

All work was performed by the group engagement team.

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 tested and relied on the

effectiveness of business controls for certain components within the revenue and brand support accrual business process cycles. As such we obtained an understanding

and tested these controls.

The Audit and Risk Committee discusses their review of the effectiveness of risk management and internal control on page 82.

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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 55 to 63.

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 25 January 2025 as explained in note 1 on page 146.

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.

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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;

• 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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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 127;

• 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 63;

• the directors' statement on fair, balanced and understandable set out on page 129;

• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 57 to 62;

• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 79; and

• the section describing the work of the audit committee set out on pages 81 to 83.

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.

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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 eight years, covering the years

ending 27 January 2018 to 25 January 2025.

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

25 March 2025

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		2025	2024
	Note	£m	£m
Revenue	2	420. 4	400.0
Cost of sales		(2 5 6 .1)	(2 4 5 . 8)
Gross profit	2	164 .3	154. 2
Operating expenses	5	(11 2 . 6)	(1 0 4 .1)
Operating profit		51. 7	50 .1
Finance income	6	2 .0	1.4
Finance costs	6	(0 . 5)	(0. 2)
Profit before tax		53. 2	51. 3
Tax on profit	7	(13. 5)	(1 2 . 8)
Profit attributable to equity holders		39.7	38.5
Earnings per share (pence)
Basic earnings per share	8	35. 81	34 .59
Diluted earnings per share	8	35.43	34 . 24

CONSOLIDATED

INCOME

STATEMENT

FOR THE

YEAR ENDED

25 JANUARY

2025

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A.G. BARR p.l.c. Annual Report and Accounts 2025

		Group		Company
		2025	2024	2025	2024
	Note	£m	£m	£m	£m
Non-current assets
Intangible assets	10	129. 2	13 0. 4	34.5	1.6
Property, plant and equipment	11	118.0	109. 0	99.5	90.1
Right-of-use assets	12	5.0	5.2	22.6	22.4
Loans and receivables	13	–	–	2.6	2.6
Investment in subsidiary undertakings	14	–	–	93.7	125.9
Investment in associates	15	–	–	–	–
Retirement benefit surplus	26	6.8	3. 2	20.6	17.6
		259.0	2 4 7. 8	273.5	260.2
Current assets
Inventories	18	31. 7	36.5	27.8	28.1
Trade and other receivables	20	76 . 8	63.8	69.8	49.2
Derivative financial instruments	13	0. 2	–	0.2	–
Current tax asset		0.4	–	3.3	2.1
Available for sale assets	19	0.9	–	0.9	–
Short-term investments	16	42 . 5	20.0	42.5	20.0
Cash and cash equivalents	17	21. 4	33 .6	16.7	22.4
		173. 9	153.9	161.2	121.8
Total assets		432 .9	401 .7	434.7	382.0
Current liabilities
Trade and other payables	22	73. 2	70 . 3	90.0	59.6
Derivative financial instruments	13	0. 3	0. 3	0.3	0.3
Lease liabilities	12, 21	1.8	1.8	3.7	3.1
Provisions	23	1 .1	0. 5	0.6	0.3
Current tax liabilities		–	0.7	–	–
		76 . 4	73.6	94.6	63.3
Non-current liabilities
Deferred tax liabilities	24	36.0	32. 3	23.9	12.9
Lease liabilities	12, 21	2 .8	3 .1	16.1	17.0
Derivative financial instruments	13	0.1	–	0.1	–
		38.9	35.4	40.1	29.9
Capital and reserves
Share capital	27	4.7	4.7	4.7	4.7
Share premium account	27	0.9	0.9	0.9	0.9
Share options reserve	27	3 .6	4.0	3.6	4.0
Other reserves	27	–	(0.1)	–	(0.1)
Retained earnings	27	308. 4	283 . 2	290.8	279.3
		3 1 7. 6	292. 7	300.0	288.8
Total equity and liabilities		432 .9	401.7	434.7	382.0

The Company reported a profit for the financial year ended 25 January 2025 of £26 .0m (28 January 2024: £35 . 3m) and has taken the exemption under s408 from disclosing

the separate Company only income statement.

Company Number: SC005653

The financial statements on pages 139 to 191 were approved by the Board of Directors and authorised for issue on 25 March 2025 and were signed on its behalf by:

Euan Sutherland Stuart Lorimer

Chief Executive Officer Chief Finance and Operating Officer

STATEMENTS

OF FINANCIAL

POSITION

AS AT

25 JANUARY

2025

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Strategic Report Corporate Governance Accounts

		Group		Company
		2025	2024	2025	2024
	Note	£m	£m	£m	£m
Profit for the year		39.7	38.5	26.0	35.3
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements on defined benefit pension plans	26	0.1	0.7	0.1	0.7
Deferred tax movements on pensions	24	1.5	(0 . 2)	1.5	(0.2)
Items that will be or have been reclassified to profit or loss
Gain/(loss) arising on cash flow hedges during the period	13	0.1	(0 . 3)	0.1	(0.3)
Deferred tax movements on items above	24	–	0.1	–	0.1
Other comprehensive income for the year, net of tax		1.7	0.3	1.7	0.3
Total comprehensive income attributable to equity holders of the parent		41. 4	38.8	27.7	35.6

STATEMENT OF

COMPREHENSIVE

INCOME

FOR THE

YEAR ENDED

25 JANUARY

2025

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A.G. BARR p.l.c. Annual Report and Accounts 2025

		Share	Share premium	Share options	Other	Retained
		capital	account	reserve	reserves	earnings	Total
Group	Note	£m	£m	£m	£m	£m	£m
At 28 January 2024		4.7	0.9	4.0	(0 .1)	283. 2	292.7
Profit for the year		–	–	–	–	39. 7	39.7
Other comprehensive income		–	–	–	0 .1	1.6	1.7
Total comprehensive income for the year		–	–	–	0.1	41 . 3	41. 4
Company shares purchased for use by employee benefit trusts	27	–	–	–	–	(2 .7)	(2 .7)
Proceeds on disposal of shares by employee benefit trusts		–	–	–	–	1.0	1.0
Recognition of share-based payment costs	28	–	–	2.4	–	–	2.4
Transfer of reserve on share award		–	–	(2 . 9)	–	2 .8	(0 .1)
Deferred tax on items taken direct to reserves	24	–	–	0.1	–	–	0.1
Dividends paid	9	–	–	–	–	(1 7. 2)	(1 7. 2)
At 25 January 2025		4.7	0.9	3.6	–	308. 4	3 1 7. 6
		Share	Share premium	Share 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	259. 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)	39.0	38 .8
Company shares purchased for use by employee benefit trusts	27	–	–	–	–	(3 . 6)	(3 . 6)
Proceeds on disposal of shares by employee benefit trusts		–	–	–	–	1.3	1.3
Recognition of share-based payment costs	28	–	–	2 .1	–	–	2 .1
Transfer of reserve on share award		–	–	(1 . 6)	–	1.5	(0 .1)
Deferred tax on items taken direct to reserves	24	–	–	0.1	–	–	0.1
Dividends paid	9	–	–	–	–	(14. 7)	(14 . 7)
At 28 January 2024		4.7	0.9	4 .0	(0 . 1)	28 3 . 2	292.7

STATEMENT

OF CHANGES

IN EQUITY

FOR THE

YEAR ENDED

25 JANUARY

2025

143

Strategic Report Corporate Governance Accounts

Company Note

capital

£m

Share premium

account

£m

Share options

reserve

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

At 28 January 2024 4.7 0.9 4.0 (0.1) 279.3 288.8

Profit for the year – – – – 26.0 26.0

Other comprehensive income – – – 0.1 1.6 1.7

Total comprehensive income for the year – – – 0.1 27.6 27.7

Company shares purchased for use by employee benefit trusts

27 – – – – (2.7) (2.7)

Proceeds on disposal of shares by employee benefit trusts – – – – 1.0 1.0

Recognition of share-based payment costs

28 – – 2.4 – – 2.4

Transfer of reserve on share award – – (2.9) – 2.8 (0.1)

Deferred tax on items taken direct to reserves

24 – – 0.1 – – 0.1

Dividends paid

9 – – – – (17. 2) (17.2)

At 25 January 2025 4.7 0.9 3.6 – 290.8 300.0

Company Note

capital

£m

Share premium

account

£m

Share 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

27 – – – – (3.6) (3.6)

Proceeds on disposal of shares by employee benefit trusts – – – – 1.3 1.3

Recognition of share-based payment costs

28 – – 2.1 – – 2.1

Transfer of reserve on share award – – (1.5) – 1.5 –

Deferred tax on items taken direct to reserves

24 – – 0.1 – – 0.1

Dividends paid

9 – – – – (14.7) (14.7)

At 28 January 2024 4.7 0.9 4.0 (0.1) 279.3 288.8

STATEMENT

OF CHANGES

IN EQUITY

FOR THE

YEAR ENDED

25 JANUARY

2025

144

A.G. BARR p.l.c. Annual Report and Accounts 2025

		Group		Company
		2025	2024	2025	2024
	Note	£m	£m	£m	£m
Operating activities
Profit for the period before tax		53. 2	51. 3	36.5	44.9
Adjustments for:
Interest and dividends receivable	6	(2 . 0)	(1 . 4)	(4.0)	(8.4)
Interest payable	6	0. 5	0. 2	0.8	0.2
Subsidiary acquisition adjustment		–	–	6.5	–
Impairment of assets classified as available for sale	19	1 .6	–	1.6	–
Impairment of investment in associate	15	–	0.7	–	0.7
Write off of loans and receivables		–	1.5	–	1.5
Contingent consideration	24	–	(0. 8)	–	(0.8)
Depreciation of property, plant and equipment	3	11.0	11 .2	10.4	10.6
Amortisation of intangible assets	3	1.2	1 .1	1.2	1.1
Share-based payment costs		2.4	2 .1	2.4	2.1
Gain on sale of property, plant and equipment		(0 . 3)	(0 . 5)	(0.3)	(0.5)
Operating cash flows before movements in working capital		67 .6	65. 4	55.1	51.4
Decrease/(increase) in inventories		4.8	(1.8)	0.3	(5.4)
Increase in receivables		(1 3 . 0)	(3 . 4)	(11.8)	(6.3)
Increase in payables		1.5	–	19.7	9.9
Difference between employer pension contributions and amounts recognised in the income statement		(3 . 3)	–	(3.3)	–
Cash generated by operations		5 7. 6	60.2	60.0	49.6
Tax paid		(9. 3)	(11. 7)	(9.3)	(11.2)
Net cash from operating activities		48. 3	48.5	50.7	38.4
Investing activities
Acquisition of subsidiary (net of cash acquired)	14	–	(1 2 . 3)	–	(12.3)
Cash acquired on subsidiary transfer		–	–	3.7	–
Loans made		–	–	–	(0.8)
Purchase of property, plant and equipment		(1 9. 2)	(1 7. 8)	(19.1)	(17. 7 )
Proceeds on sale of property, plant and equipment		1.0	0.6	1.0	0.6
Funds placed on fixed term deposit	16	(9 0 . 5)	(2 0 .0)	(90.5)	(20.0)
Funds returned from fixed term deposit	16	68.0	40.0	68.0	40.0
Interest received		1.4	1.4	1.4	1.4
Net cash used in investing activities		(3 9. 3)	(8 . 1)	(35.5)	(8.8)
Financing activities
Loans made		–	5.0	–	5.0
Loans repaid	21	–	(5 . 7)	–	(5.0)
Lease payments	21	(2 .1)	(1 . 9)	(1.8)	(1.7)
Purchase of Company shares by employee benefit trusts	27	(2 .7)	(3 . 6)	(2.7)	(3.6)
Proceeds from disposal of Company shares by employee benefit trusts	27	1.0	1.3	1.0	1.3
Dividends paid	9	(1 7. 2)	(14 .7)	(17.2)	(14.7)
Interest paid		(0 . 2)	(0 . 1)	(0.2)	–
Net cash used in financing activities		(21 . 2)	(19.7)	(20.9)	(18.7)
Net (decrease)/increase in cash and cash equivalents		(1 2 . 2)	20. 7	(5.7)	10.9
Cash and cash equivalents at beginning of year		33.6	12.9	22.4	11.5
Cash and cash equivalents at end of year		21. 4	33.6	16.7	22.4

Non-cash transactions

During the year the Company received a £nil (2024: £7.0m) dividend from Rubicon Drinks Limited, £0.8m dividend from Rio Tropical Limited and £1.1m dividend from Boost Drink

Limited, being other Group companies. These were satisfied by way of a dividend in specie using the intercompany balances due by the Company to each respective company.

CASH FLOW

STATEMENTS

FOR THE

YEAR ENDED

25 JANUARY

2025

145

Strategic Report Corporate Governance Accounts

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 25 January 2025 (prior financial year 52 weeks ended 28 January 2024).

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.

Going concern

The directors have adopted the going concern basis in preparing these accounts after assessing the principal risks.

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 indicates that the Group would maintain sufficient liquidity headroom without utilising the existing

facilities or breaching the financial covenants of the revolving credit facility over the next 12 months. We would anticipate a recovery in the following years as our experience

through the Covid-19 pandemic has reinforced our confidence that the Group can remain profitable and cash-generative through prolonged disruption and fully recover

after such events.

The Group has £20m of committed and unutilised credit facilities providing the business with a secure funding platform. The facility expires in February 2026 and we currently

have no plans to renew it. The directors believe the Group could access short-term credit facilities if needed.

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 154.

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

146

A.G. BARR p.l.c. Annual Report and Accounts 2025

1. Accounting Policies continued

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 39 to 47 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:

• Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendment to IAS 1;

• Lease liability in sale and leaseback – Amendments to IFRS 16; and

• Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7.

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 26 January 2025 and not adopted early

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for 25 January 2025 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.

NOTES TO THE

ACCOUNTS

CONTINUED

147

Strategic Report Corporate Governance Accounts

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.

148

A.G. BARR p.l.c. Annual Report and Accounts 2025

1. Accounting Policies continued

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.

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.

NOTES TO THE

ACCOUNTS

CONTINUED

149

Strategic Report Corporate Governance Accounts

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; and

• 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 income statement 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 the income statement 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 the income statement in which the investment is acquired.

150

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1. Accounting Policies continued

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.

NOTES TO THE

ACCOUNTS

CONTINUED

151

Strategic Report Corporate Governance Accounts

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.

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.

Assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use and a sale is

considered highly probable. Assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell where they meet the ‘held for sale’

criteria. Depreciation on these assets ceases and they are presented separately in the balance sheet within current assets.

An impairment loss is recognised for an initial or subsequent write-down of the assets to fair value less costs to sell. A gain is recognised for any subsequent increases

in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised.

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 13.

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 13.

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.

152

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1. Accounting Policies continued

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); and

• 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.

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; and

• 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.

NOTES TO THE

ACCOUNTS

CONTINUED

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Employee benefits

Retirement benefit plans

The Group operates two pension schemes, as detailed in Note 26. 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.

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 surplus/deficit 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 pension rules state

that the trustees shall pay any surplus, after liabilities have been satisfied, to the participating employer.

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-based 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.

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1. Accounting Policies continued

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.

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 27.

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 192 to 195.

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 26. The directors consider that those sensitivities provided in Note 26 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.

Assessment of impairment of goodwill and brands

Goodwill and brands have arisen from business combinations and all have indefinite useful lives and, in accordance with IAS 36 are subject to annual impairment testing.

The recoverable amount is assessed as the higher of the assets value in use or the fair value less costs of disposal. The directors consider there to be a key source of

estimation uncertainty in the MOMA cashflows. The assumptions used in the cashflow projections and associated sensitivities are set out in Note 10.

NOTES TO THE

ACCOUNTS

CONTINUED

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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 25 January 2025	£m	£m	£m	£m
Total revenue	368.8	40.3	11.3	420.4
Gross profit	145.9	14.8	3.6	164.3

		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

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 £78.0m, which arose from sales to the Group’s largest customer (2024: £68.0m).

No other single customers contributed 10% or more to the Group’s revenue in either 2024 or 2025.

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.

	2025	2024
Revenue	£m	£m
UK	398.4	383.0
Rest of the world	22.0	17.0
	420.4	400.0

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.

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3. Profit before tax

The following items have been included in arriving at profit before tax:

		2025	2024
	Note	£m	£m
Depreciation of property, plant and equipment	11	9.0	9.4
Depreciation of right-of-use assets	12	2.0	1.8
Impairment of assets held for sale		1.6	–
Amortisation of intangible assets	10	1.2	1.1
Staff costs	4	70.8	69.5

R&D costs for the year totalled £1.6m (2024: £1.5m), with elements of these costs included in the table above.

During the year £5.3m of costs were incurred in relation to route to market changes and the integration of the Boost business, with elements of these costs included in the

table above.

Included within administration costs (Note 5) is the auditor’s remuneration, including expenses for audit and non-audit services.

The cost includes services from the Group’s auditor:

	2025	2024
	£’000	£’000
Statutory audit services
Fees payable to the auditor of the parent Company and consolidated accounts	354	354
Audit-related assurance services	37	37

4. Employees and directors

	2025	2024
Average monthly number of people employed by the Group (including executive directors)
Production and distribution	544	653
Administration	420	384
	964	1,037

	2025	2024
	£m	£m
Staff costs for the Group for the year
Wages and salaries	56.5	56.6
Social security costs	7.2	6.3
Share-based payments	2.4	2.1
Pension costs – defined contribution plans	4.7	4.5
	70.8	69.5

NOTES TO THE

ACCOUNTS

CONTINUED

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5. Operating expenses

	2025	2024
	£m	£m
Distribution costs (including selling costs)	51.1	53.2
Administration costs	61.5	50.9
	112.6	104.1

6. Net finance costs

	2025	2024
Finance income	£m	£m
Interest on short-term deposits	1.8	1.3
Finance income relating to defined benefit pension plans	0.2	0.1
	2.0	1.4
Finance costs
Interest payable	0.3	0.1
Lease interest	0.2	0.1
	0.5	0.2

7. Taxation

	2025	2024
Group	£m	£m
Charge/(credit) to the income statement
Current tax on profits for the year	9.7	11.5
Adjustments in respect of prior years	(1.5)	0.2
Total current tax expense	8.2	11.7
Deferred tax
Origination and reversal of:
Temporary differences	4.3	1.4
Adjustments in respect of prior years	1.0	(0.3)
Total deferred tax expense (Note 24)	5.3	1.1
Total tax expense	13.5	12.8

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7. Taxation continued

In addition to the above movements in deferred tax, a deferred tax debit of £1.5m (2024: credit of £0.1m) has been recognised in other comprehensive income and a debit

of £0.1m (2024: debit of £0.1m) has been taken direct to reserves (Note 24).

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:

	2025	2025	2024	2024
	£m	%	£m	%
Profit before tax	53.2		51.3
Tax at 25.0% (2024: 24.0%)	13.3	25.0	12.3	24.0
Tax effects of:
Items that are not deductible in determining taxable profit	0.7	1.3	0.6	1.2
Current tax adjustment in respect of prior years	(1.5)	(2.8)	0.2	0.4
Deferred tax adjustment in respect of prior years	1.0	1.9	(0.3)	(0.6)
Total tax expense	13.5	25.4	12.8	25.0

The weighted average tax rate was 25.4% (2024: 25.0%).

The standard rate of corporation tax applied to reported profit is 25% (2024: 24.03%). 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.

8. 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.

	2025	2024
Profit attributable to equity holders of the Company (£m)	39.7	38.5
Weighted average number of ordinary shares in issue	110,874,571	111,289,068
Basic earnings per share (pence)	35.81	34.59

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.

	2025	2024
Profit attributable to equity holders of the Company (£m)	39.7	38.5
Weighted average number of ordinary shares in issue	110,874,571	111,289,068
Adjustment for dilutive effect of share options	1,175,898	1,159,537
Diluted weighted average number of ordinary shares in issue	112,050,469	112,448,605
Diluted earnings per share (pence)	35.43	34.24

NOTES TO THE

ACCOUNTS

CONTINUED

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9. Dividends

Dividends paid in the financial year were as follows:

	2025	2024	2025	2024
	per share	per share	£m	£m
Final dividend	12.40p	10.60p	13.8	11.8
Interim dividend	3 .1 0p	2.65p	3.4	2.9
	15.50p	13. 25p	17.2	14.7

The directors have proposed a final dividend in respect of the year ended 25 January 2025 of 13.76p per share. It will be paid on 6 June 2025 to all shareholders who are on

the Register of Members on 9 May 2025.

Dividends payable in respect of the financial year were as follows:

	2025	2024
	per share	per share
Final dividend	13.76p	12.40p
Interim dividend	3.10p	2.65p
Total dividend payable	16.86p	15.05p

10. Intangible assets

					Software
			Customer		development
	Goodwill	Brands	relationships	Water rights	costs	Total
Group	£m	£m	£m	£m	£m	£m
Cost
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
Additions	–	–	–	–	–	–
At 25 January 2025	45.2	94.4	3.9	0.7	11.8	156.0
Amortisation
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
Amortisation for the year	–	–	–	–	1.2	1.2
At 25 January 2025	3.6	7.3	3.9	0.7	11.3	26.8
Carrying amounts
At 25 January 2025	41.6	87.1	–	–	0.5	129.2
At 28 January 2024	41.6	87.1	–	–	1.7	130.4

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 14.

The remaining goodwill and brands recognised relate primarily to the acquisition of Boost Drinks Limited, MOMA Foods Ltd, 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.

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10. Intangible assets continued

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 25 January 2025 have been included in the income statement as administration costs.

					Software
			Customer		development
	Goodwill	Brands	relationships	Water rights	costs	Total
Company	£m	£m	£m	£m	£m	£m
Cost
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
Additions	5.1	29.0	–	–	–	34.1
At 25 January 2025	7.0	36.3	1.0	0.7	11.8	56.8
Amortisation
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
Amortisation for the year	–	–	–	–	1.2	1.2
At 25 January 2025	1.9	7.3	1.0	0.7	11.4	22.3
Carrying amounts
At 25 January 2025	5.1	29.0	–	–	0.4	34.5
At 28 January 2024	–	–	–	–	1.6	1.6

On 1 June 2024 the Company acquired the assets and liabilities of Rio Tropical and on 31 October 2024 acquired the asset and liabilities of Boost Drinks Limited (‘Boost’).

These acquisitions are included in the additions of brands and goodwill in the table above.

The remaining goodwill and brands recognised in the Company relate to the acquisition of the Strathmore Water business and these are fully amortised. The software

development costs represent internally generated software development costs and third party consultancy costs incurred in relation to the Business Process Redesign project.

NOTES TO THE

ACCOUNTS

CONTINUED

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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 six-year period. Cash flows beyond six years are extrapolated using the growth rates and other key assumptions noted below.

The aggregate carrying amounts of goodwill allocated to each CGU are:

	Goodwill	Brands	Total
At 25 January 2025	£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 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

Key assumptions for each CGU:

	2025		2024
	Long-term	Pre-tax	Long-term	Pre-tax
	growth rate	discount rate	growth rate	discount rate
	%	%	%	%
Rubicon	3.0	11.4	3.0	10.7
FUNKIN	3.0	11.4	3.0	10.7
MOMA	3.0	13.4	3.0	10.7
Boost	3.0	11.4	3.0	10.7
Rio Tropical	3.0	11.4	1.9	4.4

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.

• Discount rate – 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.

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10. Intangible assets continued

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 discount rate of 28.5% or a reduction in the short term CAGR to 6% would result in an impairment charge of £0.8m in MOMA. In the base case scenario the

recoverable amount of MOMA exceeds its carrying amount by £7.8m. Reasonably possible changes to the key assumptions applied in assessing the value in use calculation

would not result in a change to the impairment conclusions in all other CGUs.

11. 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 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
Additions	0.4	–	2.0	19.0	21.4
Transfer from assets under construction	0.1	–	4.6	(4.7)	–
Transfer to available for sale assets (Note 19)	–	–	(5.4)	–	(5.4)
Disposals	–	–	(6.8)	–	(6.8)
At 25 January 2025	66.9	0.4	111.7	30.0	209.0
Depreciation
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
Amount charged for year	0.7	–	8.3	–	9.0
Transfer to available for sale assets (Note 19)	–	–	(2.2)	–	(2.2)
Disposals	–	–	(6.6)	–	(6.6)
At 25 January 2025	10.2	0.4	80.4	–	91.0
Net book value
At 25 January 2025	56.7	–	31.3	30.0	118.0
At 28 January 2024	56.9	–	36.4	15.7	109.0

NOTES TO THE

ACCOUNTS

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		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 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
Additions	0.4	–	1.9	19.0	21.3
Transfer from assets under construction	0.1	–	4.6	(4.7)	–
Transfer to available for sale assets (Note 19)	–	–	(5.4)	–	(5.4)
Disposals	–	–	(6.4)	–	(6.4)
At 25 January 2025	44.0	0.3	110.8	30.0	185.1
Depreciation
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
Amount charged for year	0.5	–	8.1	–	8.6
Transfer to available for sale assets (Note 19)	–	–	(2.2)	–	(2.2)
Disposals	–	–	(6.3)	–	(6.3)
At 25 January 2025	5.9	0.3	79.4	–	85.6
Net book value
At 25 January 2025	38.1	–	31.4	30.0	99.5
At 28 January 2024	38.1	–	36.3	15.7	90.1

At 25 January 2025, the Group and the Company had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £10.2m

(2024: £8.7m).

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12. 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
	2025	2024	2025	2024
	£m	£m	£m	£m
Right-of-use assets
Buildings	2.0	1.6	19.6	18.8
Plant, equipment and vehicles	3.0	3.6	3.0	3.6
	5.0	5.2	22.6	22.4
Lease liabilities
Current	1.8	1.8	3.7	3.1
Non-current	2.8	3.1	16.1	17.0
	4.6	4.9	19.8	20.1

Company only right-of-use assets and lease liabilities relate to assets leased under the asset-backed funding arrangements, as outlined in Note 26.

Additions to the right-of-use assets during 2025 were £2.1m (2024: £1.6m) for the Group and £2.1m (2024: £1.3m) for the Company.

(ii) Amounts recognised in the income statement

The income statement shows the following amounts relating to leases:

	2025	2024
	£m	£m
Depreciation charge of right-of-use assets
Buildings	0.5	0.5
Plant, equipment and vehicles	1.5	1.3
	2.0	1.8
Interest expense (including finance cost)	0.2	0.1
Expense related to short-term leases (included in cost of goods sold and administrative expenses)	0.2	0.1
The total cash outflow for leases	2.1	1.9

At 25 January 2025 the Group had 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.

(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, 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.

NOTES TO THE

ACCOUNTS

CONTINUED

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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.

(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.

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13. Financial instruments

	2025	2024
Group and Company	£m	£m
Derivative financial assets – current
Derivatives that are designated and effective as hedging instruments carried at fair value:
Foreign currency forward contracts	0.2	–
Derivative financial liabilities – current
Derivatives that are designated and effective as hedging instruments carried at fair value:
Foreign currency forward contracts	(0.3)	(0.3)
Derivative financial liabilities – non-current
Derivatives that are designated and effective as hedging instruments carried at fair value:
Foreign currency forward contracts	(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”.

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
			2025	2024	2025	2024	2025	2024
	2025	2024	€m	€m	£m	£m	£m	£m
Buy EUR
Less than 3 months	1.17	1.15	12.5	7. 2	10.7	6.2	(0.1)	(0.1)
3 to 6 months	1.17	1.15	5.8	6.6	5.0	5.7	–	(0.1)
6 to 12 months	1.15	1.14	7.1	8.0	6.2	7.0	(0.1)	(0.1)
over 12 months	1.13	1.13	5.2	2.8	4.6	2.4	(0.1)	–

			2025	2024	2025	2024	2025	2024
	2025	2024	$m	$m	£m	£m	£m	£m
Buy USD
Less than 3 months	1.27	1.27	1.2	1.7	0.9	1.3	–	–
3 to 6 months	1.29	–	3.6	–	2.8	–	0.1	–
6 to 12 months	1.26	–	2.4	–	1.9	–	–	–
							(0.2)	(0.3)

NOTES TO THE

ACCOUNTS

CONTINUED

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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 (e.g. 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.

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 25 January 2025	£m	£m	£m	£m
Financial assets – Current
Foreign exchange contracts used for hedging	0.2	–	–	0.2
Trade receivables	–	73.3	–	73.3
Short-term investments	–	42.5	–	42.5
Cash and cash equivalents	–	21.4	–	21.4
	0.2	137.2	–	137.4
Financial liabilities – Non-current
Foreign exchange contracts used for hedging	0.1	–	–	0.1
Lease liabilities	–	–	2.8	2.8
	0.1	–	2.8	2.9
Financial liabilities – Current
Foreign exchange contracts used for hedging	0.3	–	–	0.3
Lease liabilities	–	–	1.8	1.8
Accruals	–	–	36.8	36.8
Trade payables	–	–	32.4	32.4
	0.3	–	71.0	71.3

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13. Financial instruments continued

			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

NOTES TO THE

ACCOUNTS

CONTINUED

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			Carrying amount
	Fair value –	Other financial	Other financial
	hedging	assets at	liabilities at
Company	instruments	amortised cost	amortised cost	Total
At 25 January 2025	£m	£m	£m	£m
Financial assets – Non-current
Loans to subsidiaries	–	2.6	–	2.6
	–	2.6	–	2.6
Financial assets – Current
Foreign exchange contracts used for hedging	0.2	–	–	0.2
Trade and other receivables and amounts due from subsidiary companies	–	66.2	–	66.2
Short-term investments	–	42.5	–	42.5
Cash and cash equivalents	–	16.7	–	16.7
	0.2	125.4	–	125.6
Financial liabilities – Non-current
Foreign exchange contracts used for hedging	0.1	–	–	0.1
Lease liabilities	–	–	16.1	16.1
	0.1	–	16.1	16.2
Financial liabilities – Current
Foreign exchange contracts used for hedging	0.3	–	–	0.3
Lease liabilities	–	–	3.7	3.7
Accruals	–	–	32.3	32.3
Trade payables and amounts due to other subsidiary companies	–	–	53.3	53.3
	0.3	–	89.3	89.6

			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	–	45.5	–	45.5
Short-term investments	–	20.0	–	20.0
Cash and cash equivalents	–	22.4	–	22.4
	–	87.9	–	87. 9
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

All financial instruments at fair value sit within Level 2 of the fair value hierarchy.

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” .

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14. Investment in subsidiaries

	Company
	2025	2024
	£m	£m
Opening investment in subsidiaries	125.9	113.6
Investments made in the year	–	12.3
Transfer of investments to Company	(32.2)	–
Closing investment in subsidiaries	93.7	125.9

On 31 October 2024, the assets and liabilities of Boost Drinks Limited (Boost) were purchased by the Company. The effect of this was to eliminate the investment in the

subsidiary and bring all of Boost’s tangible and intangible fixed assets onto the Company balance sheet. At the year end the value of the Boost investment was £6.5m

and this was eliminated by an acquisition accounting adjustment in the Company accounts. Post year end, a dividend of £6.5m was paid by Boost to the Company,

offsetting the acquisition accounting adjustment.

On 24 October 2023, the Group acquired 100% of the shares and voting rights in Rio Tropical Limited (Rio Tropical) 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.

On 1 June 2024, the assets and liabilities of Rio Tropical were purchased by the Company. The effect of this was to eliminate the investment in the subsidiary and bring all of

Rio Tropical’s tangible and intangible fixed assets onto the Company balance sheet.

The directors have reviewed the Company’s investments for impairment at 25 January 2025 and concluded that no impairment is required, see Note 10.

For the four months ended 28 January 2024, Rio Tropical contributed income of £0.5m, and a similar impact on profit. Had Rio Tropical 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

NOTES TO THE

ACCOUNTS

CONTINUED

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The principal subsidiaries are as follows:

Principal subsidiary	Principal activity	Country of incorporation	Country of principal 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

A.G. BARR p.l.c. holds 100% of the equity and votes of the subsidiaries (Year ended 28 January 2024: 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 30 for a full list of subsidiary companies.

15. Investment in associates

In June 2019, the Group made a £1m investment in Elegantly Spirited Limited, acquiring a 20% stake in the business.

The following entities have been included in the consolidated financial statements using the equity method:

		% of ownership interest		Carrying amount
	Country of incorporation and	2025	2024	2025	2024
Name of entity	principal place of business	%	%	£m	£m
Elegantly Spirited Limited	UK	20	20	–	–

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. 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.

	2025	2024
	£m	£m
Opening balance at start of year	–	0.7
Share of operating losses	–	–
Impairment of investment	–	(0.7)
Closing balance at end of year	–	–

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.

16. Short-term investments

	Group		Company
	2025	2024	2025	2024
	£m	£m	£m	£m
Short-term investments	42.5	20.0	42.5	20.0

These deposits are made for durations of up to six months. These investments are due to mature at various dates by the end of June 2025 with accrued interest receivable

on maturity.

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17. Cash and cash equivalents

	Group		Company
	2025	2024	2025	2024
	£m	£m	£m	£m
Cash and cash equivalents	21.4	33.6	16.7	22.4

Cash and cash equivalents in the table above are included in the cash flow statements.

18. Inventories

	Group		Company
	2025	2024	2025	2024
	£m	£m	£m	£m
Materials	10.1	11.6	10.1	11.6
Finished goods	21.6	24.9	17.7	16.5
	31.7	36.5	27.8	28.1

19. Assets classified as held for sale

Group and Company	£m
Balance at 29 January 2023 and 28 January 2024	–
Net book value of assets transferred from property, plant and equipment	3.2
Impairment charge	(1.6)
Disposed of in period	(0.7)
Balance at 25 January 2025	0.9

The closure of the Barr Direct business resulted in a number of vehicles on the balance sheet with no estimated useful life. Following an assessment of fair value less costs

to sell, an impairment charge of £1.6m has been recognised. A number of these vehicles have been sold and the remaining assets are actively being marketed.

20. Trade and other receivables

	Group		Company
	2025	2024	2025	2024
	£m	£m	£m	£m
Trade receivables	73.6	59.9	64.3	43.3
Less: loss allowance	(0.3)	(0.1)	(0.3)	(0.1)
Trade receivables – net	73.3	59.8	64.0	43.2
Prepayments	3.5	4.0	3.6	3.7
Amounts due by subsidiary companies	–	–	2.2	2.3
	76.8	63.8	69.8	49.2

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 expected credit losses (ECL). The ECL 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.

NOTE S

TO THE

ACCOUNTS

CONTINUED

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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.

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 and Company’s most significant customer, a UK major customer, accounts for £13.7m of the trade receivables carrying amount at 25 January 2025

(28 January 2024: £15.0m).

				Trade receivables – days past due
	Not past due	<30	31-60	61-90	>90	Total
Group – 25 January 2025	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.1%	0.8%	12.5%	10.6%	22.0%
Expected total gross carrying amount at default	70.5	1.7	1.0	0.1	0.3
Lifetime ECL	0.1	–	0.1	–	0.1	0.3

				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
Company – 25 January 2025	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.1%	1.2%	13.2%	26.5%	32.7%
Expected total gross carrying amount at default	62.9	0.9	0.3	–	0.2
Lifetime ECL	0.1	–	0.1	–	0.1	0.3

				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

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20. Trade and other receivables continued

The carrying amount of the Group and Company’s external trade and other receivables are denominated in the following currencies:

	Group		Company
	2025	2024	2025	2024
	£m	£m	£m	£m
UK Sterling	75.8	63.2	69.5	48.9
Euro	0.8	0.4	0.3	0.3
US Dollar	0.2	0.2	–	–
	76.8	63.8	69.8	49.2

21. Loans and other borrowings

	Group		Company
	2025	2024	2025	2024
	£m	£m	£m	£m
Current
Lease liabilities	1.8	1.8	3.7	3.1
Non-current
Lease liabilities	2.8	3.1	16.1	17.0
Total borrowings	4.6	4.9	19.8	20.1

All of the Group’s borrowings are denominated in UK Sterling.

As at 25 January 2025, 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 26.

The maturity analysis of the lease liabilities are shown in the table below:

	Group		Company
	Lease liabilities		Lease liabilities
	2025	2024	2025	2024
	£m	£m	£m	£m
Less than one year	1.8	1.8	3.7	3.1
One to two years	1.6	1.5	3.1	2.9
Two to three years	0.8	1.2	2.5	2.6
Three to four years	0.3	0.4	2.3	2.0
Four to five years	0.1	–	2.2	1.8
Later than five years	–	–	11.0	12.9
	4.6	4.9	24.8	25.3
Less: Unearned interest	–	–	(5.0)	(5.2)
	4.6	4.9	19.8	20.1

NOTE S

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ACCOUNTS

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The movements in the Group and Company borrowings are analysed as follows:

	Group		Company
	2025	2024	2025	2024
	£m	£m	£m	£m
Opening borrowings balance	4.9	5.8	20.1	21.3
Net lease movements	(0.3)	(0.2)	(0.3)	(1.2)
Borrowings acquired/drawn-down	–	5.0	–	5.0
Repayments of borrowings	–	(5.7)	–	(5.0)
Closing borrowings balance	4.6	4.9	19.8	20.1

Reconciliation to net funds:

	2025	2024	2025	2024
	£m	£m	£m	£m
Closing borrowings balance	(4.6)	(4.9)	(19.8)	(20.1)
Short-term investments (Note 16)	42.5	20.0	42.5	20.0
Cash and cash equivalents (Note 17)	21.4	33.6	16.7	22.4
Net funds	59.3	48.7	39.4	22.3

The facilities at 25 January 2025 were as follows:

	Total facility	Drawn	Undrawn
	£m	£m	£m
Revolving credit facility – five years, expires February 2026	20.0	–	20.0
Overdraft	15.0	–	15.0
	35.0	–	35.0

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

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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 28 January	Interest	Lease liability		Lease term	Non-cash	Financing cash	At 25 January
	2024	charged	unwind	New leases	change	interest	flows	2025
Group	£m	£m	£m	£m	£m	£m	£m	£m
Interest paid	–	0.3	–	–	–	(0.1)	(0.2)	-
Lease liabilities (Note 12)	4.9	0.2	–	1.9	(0.3)	–	(2.1)	4.6
Total liabilities from financing activities	4.9	0.5	–	1.9	(0.3)	(0.1)	(2.3)	4.6
Company	£m	£m	£m	£m	£m	£m	£m	£m
Interest paid	–	0.3	–	–	–	(0.1)	(0.2)	–
Lease liabilities (Note 12)	20.1	0.5	(0.9)	1.9	–	–	(1.8)	19.8
Total liabilities from financing activities	20.1	0.8	(0.9)	1.9	–	(0.1)	(2.0)	19.8

22. Trade and other payables

	Group		Company
	2025	2024	2025	2024
	£m	£m	£m	£m
Current
Trade payables	32.4	36.1	29.8	28.4
Other taxes and social security costs	4.0	4.2	4.4	2.8
Accruals	36.8	30.0	32.3	24.4
Amounts due to subsidiary companies	–	–	23.5	4.0
	73.2	70.3	90.0	59.6

Trade payables have decreased by £3.7m (2024: decrease by £1.1m) as a result of the phasing of manufacturing and purchase of raw materials.

Trade payables and amounts due to subsidiaries are repayable within six months and are not interest bearing.

NOTE S

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23. Provisions

	Business change	Business	Customer related	Repairs/
	projects	reorganisation	provisions	Dilapidations	Total
Group	£m	£m	£m	£m	£m
Opening provision at 29 January 2023	–	0.3	0.1	0.4	0.8
Provision utilised during the year	–	(0.3)	–	–	(0.3)
Closing provision at 28 January 2024	–	–	0.1	0.4	0.5
Provision created during the year	0.7	0.9	–	0.2	1.8
Provision utilised during the year	(0.6)	(0.4)	–	(0.2)	(1.2)
Closing provision at 25 January 2025	0.1	0.5	0.1	0.4	1.1

	Business change	Business	Customer related	Repairs/
	projects	reorganisation	provisions	Dilapidations	Total
Company	£m	£m	£m	£m	£m
Opening provision at 29 January 2023	–	0.3	0.1	0.2	0.6
Provision utilised during the year	–	(0.3)	–	–	(0.3)
Closing provision at 28 January 2024	–	–	0.1	0.2	0.3
Provision created during the year	0.1	0.7	–	0.2	1.0
Provision acquired on hive up	0.5	–	–	–	0.5
Provision utilised during the year	(0.5)	(0.5)	–	(0.2)	(1.2)
Closing provision at 25 January 2025	0.1	0.2	0.1	0.2	0.6

The business change projects relates to the costs associated with two projects. Firstly, the closure of the Barr Direct operations and associated move to a larger field sales team

to support our sales to the convenience channel. And secondly, the integration of the Boost business into Barr Soft Drinks which supports elimination of duplicated activities

and provides access to the wider Barr Soft Drinks sales channels.

The business reorganisation provision relates to costs associated with a number of smaller business reorganisations not related to the business change projects.

The customer related provision relates to costs for vendor and chiller disposal and the repairs and dilapidations provision relates to costs provided to make good leased

properties on exit.

The majority of these provisions are expected to be utilised within 12 months.

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24. Deferred tax assets and liabilities

	Retirement
	benefit	Share-based	Cash flow	Accelerated tax	Total deferred	Net deferred
	obligations	payments	hedge	depreciation	tax liability	tax liability
Group	£m	£m	£m	£m	£m	£m
At 29 January 2023	(5.5)	–	–	(22.7)	(28.2)	(28.2)
Credit/(charge) to the income statement (Note 7)	–	0.4	–	(1.5)	(1.1)	(1.1)
(Charge)/credit to other comprehensive income	(0.2)	–	0.1	–	(0.1)	(0.1)
Transfer between asset and liability categories	–	–	–	–	–	–
Arising on acquisition	–	–	–	(3.0)	(3.0)	(3.0)
Credit to equity	–	0.1	–	–	0.1	0.1
At 28 January 2024	(5.7)	0.5	0.1	(2 7. 2)	(32.3)	(32.3)
(Charge)/credit to the income statement (Note 7)	(0.9)	0.1	–	(4.5)	(5.3)	(5.3)
Credit to other comprehensive income	1.5	–	–	–	1.5	1.5
Credit to equity	–	0.1	–	–	0.1	0.1
At 25 January 2025	(5.1)	0.7	0.1	(31.7)	(36.0)	(36.0)

	Retirement
	benefit	Share-based	Cash flow	Accelerated tax	Total deferred	Net deferred
	obligations	payments	hedge	depreciation	tax liability	tax liability
Company	£m	£m	£m	£m	£m	£m
At 29 January 2023	(5.5)	(0.1)	–	(6.2)	(11.8)	(11.8)
Credit/(charge) to the income statement	–	0.4	–	(1.5)	(1.1)	(1.1)
(Charge)/credit to other comprehensive income	(0.2)	–	0.1	–	(0.1)	(0.1)
Credit to equity	–	0.1	–	–	0.1	0.1
At 28 January 2024	(5.7)	0.4	0.1	(7. 7)	(12.9)	(12.9)
(Charge)/credit to the income statement	(0.9)	0.2	–	(4.7)	(5.4)	(5.4)
Credit to other comprehensive income	1.5	–	–	–	1.5	1.5
Acquired on subsidiary integration	–	–	–	(7.2)	(7. 2)	(7.2)
Credit to equity	–	0.1	–	–	0.1	0.1
At 25 January 2025	(5.1)	0.7	0.1	(19.6)	(23.9)	(23.9)

No deferred tax asset is recognised in the statement of financial position for unused capital losses within the Company of £4.0m (2024: £4.0m).

During the year to 26 January 2014, the Company set up an asset-backed funding arrangement (as disclosed in Note 26).

Under this arrangement the Company made a one off contribution of £20.4m to the pension scheme. Tax deductions were available on the initial £20.4m contribution, which

were spread and recognised over the initial four years of the arrangement, giving a reduction to the pension deferred asset. Given the scheme is now in an overall surplus,

the deferred tax liability (calculated at 25% in the current year) effectively represents the potential clawback that would arise if the scheme ended with the surplus as disclosed.

At the year end this gives rise to a deferred tax liability of £5.1m on the IAS19 surplus of £6.8m and the Company contributions made to the pension scheme of £13.8m per Note 26.

All relevant entities within the asset-backed funding structure are consolidated in the Group accounts, meaning that, at a Group level, the funding arrangements entered into

in the year to 26 January 2014 are not classified as a plan asset under IAS19:114, since it is a non-transferable financial instrument issued by the entity (i.e. the Group and all its

subsidiaries). As such no balances related to the property asset-backed structure are included in the pension assets at a Group level and therefore the total pension surplus

at Group level companies solely of the £6.8m surplus under IAS19.

However, given that tax accounting is driven at a Company level the deferred tax liability in the Group accounts is the same as the deferred tax liability of the Company

i.e. £5.1m even though the pension surplus for the Group is only disclosed as the IAS19 surplus of £6.8m.

NOTE S

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25. 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 25 January 2025, 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 28 January 2024: no material impact on post-tax profit). See also Note 13

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 foreign exchange 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.

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 25 January 2025, 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 28 January 2024: immaterial impact on post-tax profit).

180

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25. Financial risk management continued

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 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.

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.

	Total contractual outflow
	2025	2024
Group and Company	£m	£m
Forward commodity contracts – payable within one year	19.5	26.2
Forward commodity contracts – payable within one to two years	4.4	–

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The undiscounted contractual cash flows of financial liabilities are presented in the table below:

							Total
							contractual
Year ended 25 January 2025	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	32.4	–	–	–	–	–	32.4
Accruals	36.8	–	–	–	–	–	36.8
Leases	1.8	1.6	0.8	0.3	0.1	–	4.6
Derivatives	27.5	4.6	–	–	–	–	32.1
	98.5	6.2	0.8	0.3	0.1	–	105.9
Company
Trade and other payables	29.8	–	–	–	–	–	29.8
Amounts due to subsidiary companies	23.5	–	–	–	–	–	23.5
Accruals	32.3	–	–	–	–	–	32.3
Leases	3.7	3.1	2.5	2.3	2.2	11.0	24.8
Derivatives	27.5	4.6	–	–	–	–	32.1
	116.8	7.7	2.5	2.3	2.2	11.0	142.5

							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
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

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25. 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 25 January 2025, there was a net cash surplus of £63.9m (year ended 28 January 2024: net cash surplus of £53.6m) with cash and cash equivalent balances

of £21.4m and short-term investments of £42.5m (year ended 28 January 2024: £33.6m and £20.0m respectively).

The Group monitors capital efficiency on the basis of the return on capital employed ratio (ROCE). In the financial year ended 25 January 2025, ROCE remained strong at 18.5%

(2024: 18.7%).

26. 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 (other than additional voluntary

contributions related to members of the defined benefit section) 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.

NOTE S

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Defined benefit scheme: IAS 19 information

The full actuarial valuation carried out at 5 April 2023 was updated to 25 January 2025 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
	2025	2024	2025	2024
	£m	£m	£m	£m
Present value of funded obligations	(65.7)	(69.3)	(65.7)	(69.3)
Fair value of scheme assets	72.5	72.5	72.5	72.5
Surplus recognised under IAS 19	6.8	3.2	6.8	3.2
Company contribution made to pension scheme in the year to 26 January 2014	–	–	13.8	14.4
Surplus recognised in the statement of financial position	6.8	3.2	20.6	17.6

The movement in the defined benefit obligation over the year is as follows:

	Fair value of	Present value of
	plan assets	obligation	Total
Group and Company	£m	£m	£m
At 28 January 2024	72.5	(69.3)	3.2
Interest income/(expense)	3.5	(3.3)	0.2
Total cost recognised in income statement	3.5	(3.3)	0.2
Remeasurements
– changes in demographic assumptions	–	0.1	0.1
– changes in financial assumptions	–	3.5	3.5
– experience	–	(0.6)	(0.6)
– actuarial return on assets excluding amounts recognised in net interest	(2.9)	–	(2.9)
Total remeasurements recognised in other comprehensive income	(2.9)	3.0	0.1
Cash flows
Employer contributions	3.3	–	3.3
Benefits paid	(3.9)	3.9	–
Total cash outflow	(0.6)	3.9	3.3
At 25 January 2025	72.5	(65.7)	6.8

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.

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 benefit section of the 2008 Scheme each year from May 2016 through May 2022. Further contributions of £2.0m were paid

in the years ended 29 January 2023 and 25 January 2025.

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26. Retirement benefit obligations continued

The movement in the defined benefit obligation in the year to 28 January 2024 was as follows:

	Fair value of	Present value of
	plan assets	obligation	Total
Group and Company	£m	£m	£m
At 29 January 2023	79.3	(76.9)	2.4
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 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 original 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 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.

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 and Company’s balance sheet and continue

to be depreciated in line with the Group and Company’s accounting policies with the Group and Company retaining full operational control over these properties.

NOTE S

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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	2025	2024
Discount rate	5.5%	5.0%
Inflation assumption	3.2%	3.1%

Mortality assumptions	2025	2024
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	26	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 91, depending on their age at 25 January 2025.

The fair value of scheme assets at the year end dates is analysed as follows:

	2025		2024
	Quoted*	Unquoted	Quoted*	Unquoted
	£m	£m	£m	£m
Equities	–	–	6.5	–
Bonds	20.3	–	17.0	–
Debt	–	–	8.1	–
Cash	–	22.0	–	8.7
Buy-in policy	–	30.2	–	32.2
Total market value of scheme assets	20.3	52.2	31.6	40.9

* 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 25 January 2025	Change in assumption	Impact on overall liabilities
Discount rate	Increase/decrease by 0.5%	Decreases/increases liabilities by £3.9m
Rate of inflation	Increase/decrease by 0.5%	Increases/decreases liabilities by £1.4m
Life expectancy	Increase/decrease by one year	Increases/decreases liabilities by £2.6m

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

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26. Retirement benefit obligations continued

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.

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 bonds as part of a Liability Driven Investment (LDI)

solution, which are designed to match the current and future liabilities of the 2008 Scheme.

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. In preparation for a further

potential buy-in during 2025, the asset allocation to growth and income assets were sold in order to reduce the risk within the 2008 Scheme and to reinvest the proceeds in

a buy-in ready portfolio. 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. A large proportion of the 2008 Scheme’s assets are invested in an LDI

solution which hedges exposure to changes in inflation rates.

- 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.

In June 2023, the UK High Court issued a ruling in the case of Virgin Media Limited V NTL Pension Trustees II Limited (the Virgin Media case) relating to the validity of certain

historical pension changes. The ruling was upheld at the Court of Appeal in July 2024. After seeking external advice, the Group has concluded that they are not aware of

any material issues which would require any adjustment to the defined benefit obligation and no further action is required at this stage.

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 targets a strategic asset allocation which is designed to broadly match the cost of insurer pricing

for the Scheme’s remaining non-insured liabilities and minimise risk ahead of a potential insurance transaction.

The Trustee has entered into an LDI mandate with Legal & General Investment Management. This has resulted in the Trustee agreeing to implement a strategy which looks

to hedge 100% of the Scheme’s interest rate and inflation hedging levels in respect of its liabilities (excluding insurance policies and the asset-backed funding arrangement).

The LDI funds are invested in a mix of gilt based LDI funds, corporate bonds and cash, with the aim of matching, as closely as possible, the 2008 Scheme’s liability cashflows.

Description of funding arrangements and funding policy that affect future contributions

The most recent Schedule of Contributions dated February 2024 set out the contributions payable by the Company to the 2008 Scheme during the year to 25 January 2025

to eliminate the Scheme deficit. This was 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.

NOTE S

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Expected contributions over the next accounting period

A.G. BARR p.l.c. does not expect to make any further contributions to the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme for the year to 31 January 2026 in respect

of commitments in relation to the Schedule of Contributions agreed for the year to 25 January 2025, and the 2008 Scheme expects to receive further contributions of

approximately £1.7m from the asset-backed funding arrangement in which the 2008 Scheme holds an interest.

The weighted average duration of the defined benefit obligation is 12 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 2024	2%	3%	8%	87%
Proportion of total pension benefits to be paid as at 5 April 2023	2%	3%	8%	87%

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:

	2025	2024
	£m	£m
Defined contribution costs	4.7	4.5

27. Share capital

	2025			2024
	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 25 January 2025, the Company’s employee benefit trusts purchased 475,449 shares (2024: 732,534) shares. The total amount paid to acquire the shares has

been deducted from shareholders’ equity and is included within retained earnings. At 25 January 2025, the shares held by the Company’s employee benefit trusts represented

791,826 (2024: 1,048,677) shares at a purchased cost of £4.3m (2024: £5.4m).

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 28 January 2024	(0.3)	0.2	(0.1)
Movement on cash flow hedge reserve	0.1	–	0.1
At 25 January 2025	(0.2)	0.2	–

The share premium reserve contains the premium arising on the issue of equity shares, net of issue expenses.

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28. 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 25 January 2025 and 28 January 2024 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 or five 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.

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:

	2025		2024
		Average		Average
		exercise price in		exercise price in
	Options	pence per share	Options	pence per share
At start of the year	572,010	470p	672,550	530p
Granted	262,111	567p	289,475	463p
Forfeited	(92,343)	487p	(89,961)	442p
Exercised	(208,724)	560p	(300,054)	428p
At end of the year	533,054	517p	572,010	470p

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 3 Year	SAYE 5 Year
Date of grant	24 May 2024	24 May 2024
Number of share awards granted	218,463	43,648
Share price at date of grant	567p	5.67p
Contractual life in years	3	5
Dividend yield	2%	2%
Expected outcome of meeting performance criteria (at grant date)	70%	70%
Fair value determined at grant date	118p	169p

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 £5.06, £4.63 and £5.10

(2024: £4.28, £4.59, £5.06, and £4.63).

The weighted average share price on the dates that options were exercised in the year to 25 January 2025 was £6.09.

The weighted average remaining contractual life of the outstanding share options at the year end is two years (2024: two years).

NOTE S

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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	2 May 2024
Number of share awards granted	362,024
Share price at date of grant	567p
Contractual life in years	3
Dividend yield	2%
Expected outcome of meeting performance criteria (at grant date)	100%
Fair value determined at grant date	525p

The movements in the number of LTIP awards outstanding and their related weighted average exercise prices determined using the Black-Scholes valuation model

are as follows:

	2025	2024
	Share awards	Share awards
At start of the year	1,096,457	954,431
Granted	401,177	438,318
Vested	(368,139)	(2	27,367)
Lapsed	(192,591)		(68,925)
At end of the year	936,904		1,096,457

The weighted average share price on the dates that share awards vested in the year to 25 January 2025 was £5.72.

The weighted average remaining contractual life of the outstanding share awards at the year end is 1.26 years (2023: 1.24 years).

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 28 January 2024: 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.

190

A.G. BARR p.l.c. Annual Report and Accounts 2025

29. 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
	2025	2024
	£m	£m
Rubicon Drinks Limited	8.7	7.4
FUNKIN Limited	1.4	2.6
Boost Drinks Limited	2.6	1.1

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
	2025	2024	2025	2024
	£m	£m	£m	£m
Rubicon Drinks Limited	–	–	10.7	3.7
FUNKIN Limited	–	–	5.2	–
Boost Drinks Limited	–	1.6	6.9	0.2
MOMA Foods Ltd	2.6	2.6	–	–

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
	2025	2024
	£m	£m
Loans to associates
Opening balance	–	1.0
Amounts written off	–	(1.0)
Closing balance	–	–

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:

	2025	2024
	£m	£m
Salaries and short-term benefits	4.9	5.0
Post employment benefits	0.3	0.4
Share-based payments	2.0	1.8
	7.2	7. 2

The Directors’ Remuneration Report can be found on pages 89 to 108.

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 £0.1m

(2024: £0.3m) for administration services in respect of the retirement benefit plans. At the year end, £nil (2024: £nil) was outstanding to the service provider on behalf

of the retirement benefit plans.

NOTE S

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ACCOUNTS

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Strategic Report Corporate Governance Accounts

30. 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/		2025	2024
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 Ltd*	UK	Milton Keynes	100	100	Distribution and selling of oat drinks and cereals
Boost Drinks Holdings Limited (dissolved)	UK	Milton Keynes	–	100	Investment holding company
Boost Drinks Limited*	UK	Milton Keynes	100	100	Distribution and selling of soft drinks
Rio Tropical Limited (dissolved)	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 25 January 2025 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.

31. Subsequent events

In February 2025 we announced a reorganisation to simplify our business around a single AG Barr organisation. The new model will result in a single, integrated FUNKIN

and soft drinks business that will simplify processes, remove duplication and better position us to meet our growth ambitions. The associated costs of this integration are

anticipated to be in the region of c.£1m.

In March 2025 we announced the intention to discontinue the Strathmore brand later in the year ending 31 January 2026, which, subject to employee consultation, could lead

to the closure of the Forfar manufacturing site.

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A.G. BARR p.l.c. Annual Report and Accounts 2025

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 invested capital is a non-GAAP measure and is calculated as invested capital adjusted to reflect the balance sheet impact of the adjusting items in the

income statement.

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.

Adjusted return on capital employed (Adjusted ROCE) is a non-GAAP measure and is defined as adjusted profit before tax divided by adjusted invested capital.

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.

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.

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 conversion to cash 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 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

193

Strategic Report Corporate Governance Accounts

Adjusted Consolidated Income Statements

Year ended 25 January 2025 Year ended 28 January 2024

Reported

Business

change

projects Adjusted Reported

Boost earn-out

accrual write

back Adjusted

Revenue 420.4 – 420.4 400.0 – 400.0

Cost of sales (256.1) – (256.1) (245.8) – (245.8)

Gross profit 164.3 – 164.3 154.2 – 154.2

Operating expenses (112.6) 5.3 (107.3) (104.1) (0.8) (104.9)

Operating profit 51.7 5.3 57.0 50.1 (0.8) 49.3

Finance income 2.0 – 2.0 1.4 – 1.4

Finance costs (0.5) – (0.5) (0.2) – (0.2)

Profit before tax 53.2 5.3 58.5 51.3 (0.8) 50.5

Tax on profit (13.5) (0.9) (14.4) (12.8) – (12.8)

Profit for the period 39.7 4.4 44.1 38.5 (0.8) 37. 7

Adjusting entries:

Business change projects – the costs associated with the business change projects involving the closure of Barr Direct operations and the integration of the Boost business.

Boost earn-out reversal – certain conditions associated with the Boost earn-out were not met and as such the earn-out was not payable in its previous form but was

incorporated into employee reward incentives.

Adjusted basic EPS

2025 2024

Adjusted profit attributable to equity holders of the Company £m 44.1 37.7

Weighted average number of shares in issue 110,874,571 111,289,068

Adjusted basic EPS (p) 39.77 33.88

Full year dividend

2025

pence

2024

pence

Interim dividend paid 3.10 2.65

Final dividend declared 13.76 12.40

Full year dividend 16.86 15.05

Gross margin

2025

£m

2024

£m

Revenue 420.4 400.0

Gross profit 164.3 154.2

Gross margin 39.1% 38.6%

RECONCILIATION

OF NON-GAAP

MEASURES

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A.G. BARR p.l.c. Annual Report and Accounts 2025

Net cash at bank

2025

£m

2024

£m

Cash and cash equivalents 21.4 33.6

Short-term investments 42.5 20.0

Net cash at bank 63.9 53.6

Operating margin

2025

£m

2024

£m

Revenue 420.4 400.0

Reported operating profit 51.7 50.1

Operating margin 12.3% 12.5%

Adjusted operating margin

2025

£m

2024

£m

Revenue 420.4 400.0

Adjusted operating profit 57.0 49.3

Adjusted operating margin 13.6% 12.3%

Profit conversion to cash ratio

2025

£m

2024

£m

Net cash from operating activities 48.3 48.5

Adjusted profit before tax 58.5 50.5

Profit conversion to cash ratio 82.6% 96.0%

ROCE

2025

£m

2024

£m

Profit before tax 53.2 51.3

Intangible assets 129.2 130.4

Property, plant and equipment 118.0 109.0

Right-of-use assets 5.0 5.2

Inventories 31.7 36.5

Trade and other receivables 76.8 63.8

Current tax 0.4 (0.7)

Trade and other payables (73.2) (70.3)

Invested capital 287.9 273.9

ROCE 18.5% 18.7%

RECONCILIATION

OF NON-GAAP

MEASURES

CONTINUED

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Adjusted ROCE

2025

£m

2024

£m

Adjusted profit before tax 58.5 50.5

Intangible assets 129.2 130.4

Property, plant and equipment 121.2 109.0

Right-of-use assets 5.0 5.2

Inventories 31.7 36.5

Trade and other receivables 76.8 63.8

Current tax 0.4 (0.7)

Trade and other payables (73.2) (70.3)

Adjusted invested capital 291.1 273.9

Adjusted ROCE 20.1% 18.4%

Adjusted invested capital

2025

£m

2024

£m

Invested capital 287.9 273.9

Assets held as available for sale returned to property, plant and equipment 3.2 –

Adjusted invested capital 291.1 273.9

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A.G. BARR p.l.c. Annual Report and Accounts 2025

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 twenty-first 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 23 May 2025 at 12.00 p.m. to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 13

(inclusive) will be proposed as ordinary resolutions and Resolutions 14 and 15 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 25 January 2025 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 85 to 88 and

pages 89 to 108 respectively of the Company’s annual report and accounts for the year ended 25 January 2025.

3. To declare a final dividend of 13.76 pence per ordinary share of 4 1/6 pence for the year ended 25 January 2025.

4. To re-elect Mr Mark Allen OBE as a director of the Company.

5. To re- elect Mr Euan Angus Sutherland as a director of the Company.

6. To re-elect Mr Stuart Lorimer as a director of the Company.

7. To re-elect Ms Susan Verity Barratt as a director of the Company.

8. To re-elect Ms Louise Helen Smalley as a director of the Company.

9. To re-elect Ms Zoe Louise Howorth as a director of the Company.

10. To re-elect Mr Nicholas Barry Edward Wharton as a director of the Company.

11. To re-elect Ms Julie Anne Barr 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.

NOTICE OF

ANNUAL

GENERAL

MEETING

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Strategic Report Corporate Governance Accounts

13. 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

2026 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.

14. THAT, subject to the passing of resolution 13 set out in the notice of the annual general meeting of the Company convened for 23 May 2025 (“Resolution 13”), 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 13 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 2026 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.

15. 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 2026 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.

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By order of the Board

Christopher K. O’Donnell

Company Secretary

22 April 2025

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 201 to 203 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 twenty-first 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 13 (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 14 and 15 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 25 January 2025

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 85 to 88 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 109 to 122 of this report) sets out the Company’s future policy on directors’ remuneration.

– The directors’ remuneration report (which is set out on pages 89 to 108 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 25 January 2025. 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 25 January 2025. 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.

NOTICE OF

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Resolution 3 – Final dividend

Shareholders are being asked to approve a final dividend of 13.76 pence per ordinary share of 4 1/6 pence for the year ended 25 January 2025. If shareholders approve

the recommended final dividend, it will be paid on 6 June 2025 to all shareholders on the Company’s register of members as at 9 May 2025.

Resolutions 4 to 11 inclusive – Re-election of directors

The Board complies with the provisions of the UK Corporate Governance Code whereby all directors are subject to annual re-election. Accordingly, all directors of the

Company are retiring and offering themselves for re-election.

Biographical details of the directors are set out on pages 64 to 65 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 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 – Authority to allot shares

The directors may not allot shares in the Company unless authorised to do so by shareholders in a general meeting. Sub-paragraph (a) of Resolution 13, 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 3 April 2025 (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 13, 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 3 April 2025

(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 13. 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 13 will expire on the earlier of 31 July 2026 (being the latest date by which the Company must hold its annual general meeting in 2026)

and the conclusion of the annual general meeting of the Company held in 2026.

Resolution 14 – 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 14, 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 14 would also cover the sale of treasury shares for cash.

Sub-paragraph (a) of Resolution 14 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.

Sub-paragraph (b) of Resolution 14 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 3 April 2025 (being the latest practicable date prior to the publication of this report).

The authority sought under Resolution 14 will expire on the earlier of 31 July 2026 (being the latest date by which the Company must hold an annual general meeting in 2026)

and the conclusion of the annual general meeting of the Company held in 2026.

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Resolution 15 – 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 a general meeting.

Resolution 15, 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 3 April 2025 (being the last practicable date prior to the publication of the report), and will expire on the earlier of 31 July 2026 (being the latest date by which the Company

must hold an annual general meeting in 2026) and the conclusion of the annual general meeting of the Company held in 2026.

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 3 April 2025 (being the latest practicable date prior to the publication of this report), options had been granted over 1,488,807 ordinary shares (the “Option Shares”)

representing approximately 1.32% of the Company’s issued share capital at that date. If the authority to purchase the Company’s ordinary shares (as described in

Resolution15) was exercised in full, the Option Shares would have represented approximately 1.47% of the Company’s issued share capital as at 3 April 2025. As at 3 April

2025, the Company did not hold any treasury shares.

NOTICE OF

ANNUAL

GENERAL

MEETING

CONTINUED

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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.

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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 21 May 2025 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 21 May 2025 (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.

NOTICE OF

ANNUAL

GENERAL

MEETING

CONTINUED

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12. Voting rights

As at 3 April 2025 (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 3 April 2025, the Company did not hold any treasury shares. Therefore, the total voting rights in the Company as at

3 April 2025 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

agm2025@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; and

17.2 copies of the letters of appointment of the Company’s non-executive directors.

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NOTES

Printed on material from FSC

certified forests and

other controlled sources.

This publication was printed by a printer that is a

member of an FSC

certified group and holds an

ISO 14001 certification. 100% of the inks used are

vegetable oil based, 95% of press chemicals are

recycled for further use and, on average 99% of any

waste associated with this production will be recycled

and the remaining 1% used to generate energy. The

paper has been carbon captured with The Woodland

Trust, the largest woodland conservation charity in the

United Kingdom and is concerned with the creation,

protection, and restoration of native woodland

heritage. Through protecting standing forests, under

threat of clearance, carbon is locked-in, that would

otherwise be released.

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

Christopher K.

O'Donnell

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