C&C Group plc Annual Report and Accounts 2025

Annual

Report and

Accounts

2025

Building

brands.

Delivering

for our

customers.candcgroupplc.com

C&C Group plc Annual Report and Accounts 2025

We are the

leading drinks

distributor

in the UK

and Ireland

ABOUT US

C&C creates and build some of the

world’s best-loved drinks brands.

We have a vertically integrated

supply chain, meaning we grow

ingredients for, manufacture,

market and distribute beers,

ciders and wines in the UK,

in Ireland , and around the world.

Introduction

We have a track record of building and

growing iconic brands, as well as being

exclusive distributor of some of the

world’s best-loved brands through

our unrivalled distribution capability.

Read our At a Glance on page 4

Financial Statements Additional InformationGovernance ReportStrategic Report

Introduction continued

Strategic Report

4 At a Glance

6 Chair’s Statement

8 CEO’s Statement

13 Business Model

14 Stakeholder Engagement

16 Key Performance Indicators

18 Chief Financial & Transformation

Officer’s Review

22 Sustainability Report

40 Task Force for Climate Related

Financial Disclosures

54 Principal Risks and Uncertainties

62 Viability Statement

Governance

66 Governance At a Glance

68 Board of Directors

72 Corporate Governance Report

84 Directors’ Report

89 Audit Committee Report

97 Sustainability Committee Report

100 Nomination Committee Report

108 Directors’ Remuneration Committee Report

127 Statement of Directors’ Responsibilities

Financial Statements

129 Independent Auditor’s Report

142 Consolidated Income Statement

142 Consolidated Statement of

Comprehensive Income

143 Consolidated Balance Sheet

144 Consolidated Cash Flow Statement

145 Consolidated Statement of

Changes in Equity

146 Company Balance Sheet

147 Company Statement of Changes In Equity

148 Statement of Accounting Policies

163 Notes Forming Part of the Financial

Statements

212 Financial Definitions

Additional Information

215 Shareholder and Other Information

Net revenue

€1,665.5m

2024: €1,652.5m

Operating profit

€77.1m

2024: €60.0m

Free cash flow

€68.8m

2024: €85.6m

Liquidity

€369.0m

2024: €390.1m

* These measures are defined in the Group’s Key

Performance Indicators set out on page 16 of this report.

Free cash flow conversion

61.4%

2024: 91.4%

Leverage ratio

0.9x

2024: 0.8x

Net debt

€80.9m

2024: €57.9m

Operating profit/(loss) after

exceptional items

€45.8m

2024: (€84.4m)

Employee engagement

survey response rate

82%

2024: 78%

Reduction in CO

emissions

(market-based)

17,813t

2024: 20,422t

* Tonnes of CO

emissions.

Financial highlights

Non-financial highlights

IN THIS REPORT:

C&C Group plc Annual Report 2025

CEO’s Statement

We announced the appointment

of Roger White as Chief Executive

Officer (CEO) in December 2024,

and he joined us in January 2025.

Read more on page 22

Strategic

Report

IN THIS SECTION:

4 At a Glance

6 Chair’s Statement

8 CEO’s Statement

13 Business Model

14 Stakeholder Engagement

16 Key Performance Indicators

18 Chief Financial & Transformation

Officer’s Review

22 Sustainability Report

40 Task Force for Climate Related

Financial Disclosures

54 Principal Risks and Uncertainties

62 Viability Statement

No.1

Magners is the #1 On-Trade

packaged apple cider brand in GB

with 40% share of the segment

Source : CGA outlets 52we 13.07.24

Financial Statements Additional InformationGovernance ReportStrategic Report

Scan to read

more online

Tennent’s and Scottish Rugby extend collaboration

We’re celebrating the renewal of Tennent’s Lager and Scottish Rugby’s enduring

12-year partnership, extending their collaboration until 2028. The partnership

supports the Scottish men’s and women’s National Teams, Edinburgh Rugby and

Glasgow Warriors, across the next exciting four-year cycle. The extended deal will

also see Tennent’s continue its match-day experiences at Scottish Gas Murrayfield

with the Tennent’s Up & Under Bar and the ‘Best Seat in the House’ pitch side seat

competition for all international games.

Tennent’s has been a long-time supporter

and champion of Scottish sport, and we are

proud to be extending our partnership with

Scottish Rugby through to 2028.”

CASE STUDY

Photo credit: SNS

C&C Group plc Annual Report 2025

Quality is

at our core

We respect people

and the planet

We bring joy

to life

INNIS & GUNN

CATENA ZAPATA

BIBENDUM

B U L M E R S

IRELAND

M A T T H E W

CLARK

TENNENT’S NI

WALKER &

WODEHOUSE

ORCHARD PIG

JOURNEY’S END GRAHAM BECK

DRYGATE

FIVE LAMPS

MENABREA

BULMERS TENNENT’S MAGNERS

JUBEL

HEVERLEE

TENNENT’S

DIRECT

OUTCIDER

At a Glance

C&C At

a Glance

Our Brands & Strategic Partners

Our heritage, skill and passion for brewing means we create a portfolio of

some of the industry’s most admired beers and ciders for the UK, Ireland,

and export markets across the world.

We are a leading premium drinks

company which manufactures, markets

and distributes branded beer, cider,

wine, spirits and soft drinks across the

UK and Ireland. We are the number

one distributor to the UK and Ireland

hospitality sectors.

Purpose

Play a role in every drinking occasion,

delivering joy to our customers and

consumers with remarkable brands

and service.

Vision

To be the pre-eminent brand-led drinks

distribution platform, serving the UK and

Ireland drinks markets, generating stable

margins, delivering strong free cash flow

and returns for our Shareholders.

Our Values

Our values underpin everything we do.

Core

Brands

Premium

and Craft

Strategic

Partners

Route-to-

Market

Brands

Financial Statements Additional InformationGovernance ReportStrategic Report

Kintore

Grantham

Inverness

Cambuslang

Cork

Boldon

Runcorn

Bedford

Wetherby

Donegal

Culcavy

Birmingham

Bristol

Galway

Launceston

Dumfries

Clonmel

Southampton

Orbital West

London

Fosse Lane

Dublin

Kilkenny

Dixon Blazes

Wellpark

Thornliebank

Bristol Port

82%

18%

Offices

Manufacturing sites

Depots in the UK and Ireland

Employees in UK and Ireland

2,746

Orders delivered per year

+700k

We operate two well-

invested and state-of-the-

art manufacturing sites.

Our operational footprint

can reach over 99% of the

UK population on a next-

day-delivery basis.

WHERE WE OPERATE

Distribution

Branded

Revenue breakdown

At a Glance continued

Owned, stocked

Owned, not stocked

Leased, stocked

Leased, not stocked

Third party

Owned, third party operated

Manufacturing site

C&C Group plc Annual Report 2025

Our portfolio of much-loved brands and

our industry-leading customer-focused

distribution business and strong cash

flow will stand us in good stead.”

Group Revenues were in line with last year, reflecting

growth in Distribution offset, as previously indicated,

by the disposal of our non-core soft drinks business in

Ireland, lower contract volumes and a softer cider market

in the UK and Ireland due to poor weather over the 2024

summer months.

Operating profit

(i)

was €77.1m (2024: €60.0m)

representing a significant recovery in year-on-year

earnings. Operating margins

(i)

of 4.6% were up 1%, with

margin growth in both the Branded and Distribution

segments. Profit before tax

(i)

was €55.9m (2024:

€38.8m) and on a statutory basis, profit before tax was

€19.6m (2024: €111.6m loss).

I am pleased to report solid progress across the Group in the

12 months ended 28 February 2025. We commenced a journey to

recover profitability, based on providing consistently high levels of

customer service and achieving ongoing growth in customer numbers

and continued strong market performance in our Branded business.

In addition, improvements in supply chain efficiencies across our

production, distribution and warehousing operations, contributed to

the increase in underlying profitability.

Ralph Findlay

Chair

Chair’s Statement

Enhancing

efficiency.

Maintaining

strength.

The business is strongly cash generative, with

free cashflow

(iv)

of €68.8m (2024: €85.6m). Net debt

(ii)

at the end of the period was €80.9m (2024: €57.9m) and

our leverage ratio

(ii)

was 0.9x (FY2024: 0.8x), consistent

with our medium-term leverage target. As outlined in

the financial review below, the Group has bank facilities

extending to 2030 and therefore currently has no short-

term refinancing requirements.

Dividend and Shareholder Returns

In recognition of the Group’s continuing strong cash

generation, the Board has reconfirmed its intention

to distribute €150.0m to Shareholders through a

combination of dividends and share buybacks over the

three fiscal years FY2025 to FY2027. In FY2025, €52.9m

has been returned to Shareholders, including the FY2024

final dividend and FY2025 interim dividend. As previously

announced, a further €15.0m tranche of the Group’s

share buyback programme commenced on 1 May 2025.

The Board has proposed, subject to Shareholder approval

at the AGM, a final dividend of 4.13 cent per Ordinary

Share. The proposed final dividend is to be paid on 18 July

Financial Statements Additional InformationGovernance ReportStrategic Report

Chair’s Statement continued

2025 to Shareholders registered at the close

of business on 13 June 2025. In addition to the

interim dividend of 2.00 cent per Ordinary Share,

paid to Shareholders on 1 December 2024, this

represents a full-year dividend of 6.13 cent per

Ordinary Share to Shareholders.

Economic Environment

The macro-economic and legislative headwinds

facing the retail and hospitality sector are well

documented. Consumer confidence in the UK

and Ireland remains subdued and the recently

announced US tariffs add further uncertainty.

Total employment costs in the UK will grow in the

coming year due to the increase in the National

Minimum Wage and employer National Insurance

contributions announced by the UK Government

in its October 2024 Budget. The introduction of

further legislative activity, such as the Extended

Producer Responsibility (‘EPR’) Levy and the

already introduced Deposit Return Scheme

(‘DRS’) in the Republic of Ireland, will cause

further price inflation, as these costs and taxes

are passed on to customers and consumers.

Against this backdrop, the focus on prudent

management of our cost base, alongside ongoing

plans to simplify the business and improve

operating efficiency, combined with continued

strong customer service, remain our operating

priorities.

Board, People and Governance

The Group was pleased to announce the

appointment of Roger White as Chief Executive

Officer (‘CEO’) in December 2024. Having joined

us in January 2025, Roger brings significant

brand, sales, and operating experience,

which is highly relevant to the challenges and

opportunities facing C&C going forward.

Together with Andrew Andrea’s appointment

as Chief Financial & Transformation Officer,

the Group now has experienced executive

leadership in place, as well as a refreshed senior

management team including new external

appointments in IT, marketing, sales, and risk

management. The roles of CEO and Chair were

split on 1 March 2025, at which time I reverted

to Non-Executive Chair.

In addition, Feargal O’Rourke and Sanjay Nakra

were appointed as Non-Executive Directors

during the course of the year, bringing in-

depth financial and capital markets experience

to the Board. Feargal replaced John Gibney as

Chair of the Audit Committee. John and Vincent

Crowley stepped down from the Board during

the year and I would like to thank them both for

their significant contributions.

During the year we have made good progress

on further improvement in our governance,

systems, and control environment with further

detailed actions in place for the coming

financial year.

I would like to thank the entire C&C team for

their dedication, hard work and resilience.

Outlook

C&C’s portfolio of much-loved brands,

combined with our industry-leading customer

focused distribution business and strong cash

flow provides us with confidence in our future

prospects. Notwithstanding the immediate

challenges facing the consumer and our

customers, we believe there is significant

scope for us to further improve the financial

and operating performance of our business.

Over the year ahead, we plan to further invest

in our people, customer proposition, brand

innovation and systems, underpinning the Board’s

confidence in our ability to achieve sustainable,

long-term profitable growth.

Ralph Findlay

Chair

Notes to the Chair’s Statement

(i) Before exceptional items.

(ii) Net debt comprises borrowings (net of issue costs) less cash, less

lease liabilities capitalised under IFRS 16 Leases (see Note 21 to the

consolidated financial statements).

(iii) Leverage ratio is defined as net debt (excluding lease liabilities)/

adjusted EBITDA.

(iv) Free Cash Flow (‘FCF’) comprises cash flow from operating activities

(excluding exceptional items) net of capital investment cash outflows

which form part of investing activities.

Dividend

6.13

cent per Ordinary Share

2024: 5.86

Operating profit

(i)

€77.1m

cent per Ordinary Share

2024: €60.0m

Operating margin

(i)

4.6%

2024: 3.6%

C&C Group plc Annual Report 2025

Market Dynamics

The macroeconomic environment and October

2024 UK Budget have placed a degree of additional

pressure on the hospitality sector and impacted

consumer confidence more generally. Despite these

challenges, the number of licensed On-Trade premises is

broadly stable year on year, with 99,120 outlets trading

in 2024 versus 99,113 in 2023. Drink-led venues have

proved more resilient, growing 0.5% in the last 12 months

whereas food-led outlets fell 0.7%.

In the UK Off-Trade channel, competitive pricing

strategies became more prevalent across the market

in the latter half of 2024 to improve the weak sales

performance from earlier in the year. The increase in the

minimum unit pricing in Scotland had a modest impact

on volumes in the latter part of the reporting period,

and we will continue to assess the ongoing impact of this

changed legislation in the Scottish market.

In the UK On-Trade, the shift in mix towards beer and

cider continued, as consumers increased spending on

both categories. Consequently, beer has again grown its

value share in the On-Trade, rising by 1.3% on a Moving

Annual Total (MAT) basis and now representing 44.2% of

total category value share. Within the beer category, the

shift towards premium brands has continued. Stout has

been the standout performer, with sales value increasing

25% vs the prior year. Offsetting this, wine value share

has declined by 0.4%, largely reflecting reduced demand

through its two largest channels; hotels and restaurants.

Spirits value share has declined by 0.9% in the year.

Roger White

Chief Executive Officer

CEO’s Statement

A passion for

delivering for

our customers

It’s an exciting time to be joining

the business. C&C has a unique

business model, great brands and a

committed team, and I look forward

to working with the Board and the

wider team to lead C&C through the

next phase of its development.”

Read more about Roger on page 68

I’m delighted to be writing to you in my first Annual Report

as CEO and am looking forward to exploring the opportunities

available to the business.

Financial Statements Additional InformationGovernance ReportStrategic Report

CEO’s Statement continued

Ireland

In Ireland, On-Trade Long Alcoholic Drink

(LAD) volumes were in line with last year, with

value growth of 9% reflecting pricing activity

in the period and with growth in all categories.

The market saw a shift towards stout, premium

beer and ready to drink categories with

standard lager and cider seeing share declines.

Positively, tourism provided a welcome tailwind

to the industry with international visitor spend

estimated to have increased 13% in the year

(Irish Tourism Industry Confederation).

In the Irish Off-Trade, LAD volumes were

down 5% and value down 2%. Cider category

volume and value declined by 6% and 3% in the

period. The large supermarket operators have

responded with increased targeted advertising

campaigns and deep discounting promotions

as actions to stimulate category volume.

Strategy and Outlook

Our primary objective is to develop a business

model that can deliver sustainable value and

growth into the longer term. This will be

achieved through developing and investing

in our customer value proposition alongside

further brand-building and innovation. This

will require investment in, and development of,

systems and technology and will be enabled by

our motivated and experienced teams across

the business.

Brand strength

Our Branded business net revenue decreased

5% in the period to €299m. This reflects a stable

performance from our core brands and growth in

our premium brand portfolio, offset by decline in

the cider portfolio across GB. Operating profit

(i)

of €46.1m, increased 3% year on year, and

operating margin

(i)

improved by 110bps to 15.4%.

Tennent’s outperformed total beer market

performance in the On-Trade channel, increasing

market value share by 0.9% on an MAT basis

(On Premise Measurement (OPM) by CGA,

25 January 2025). Tennent’s total brand net

revenues were down 2% in the period, with

pricing partially offsetting a volume decline of 6%

reflecting the impact of poorer weather over the

Net Revenue

€299m

2024: €313m

Operating Profit

(i)

€46.1m

2024: €44.6m

Operating Margin

(i)

15.4%

2024: 14.3%

BRANDED:

Brand Strength

We have two market leading brands; Bulmers in Ireland

and

Tennent’s in Scotland

and our objective is to continue to build on

these market-leading positions, whilst simultaneously expanding

through the growth of Magners in the UK and our premium

brand portfolio, most notably Menabrea and Heverlee.

Simplification and Efficiency

It is our belief that simplicity and efficiency will underpin growth

in volume and value in our business model.

Portfolio and Service

Our objective is to be the leading drinks distributor in the UK and

Ireland in terms of service, quality and value.

Our strategy is focused on building on three key areas:

C&C Group plc Annual Report 2025

summer, and the temporary impact of the Euro

2024 football tournament, where an estimated

200,000 Scotland fans travelled to Germany over

the period. Brand investment in the year centred

on Tennent’s sponsorship of Scottish football as

well as the continuation of the brand’s successful

‘OOFT’ campaign.

Magners volumes were down 5% in the period,

with the poor weather in the summer months

influencing cider consumption, particularly in

the Off-Trade channel where total cider volumes

are down 8% on an MAT basis (IRI Off-Trade data

platform, 25 January 2025).

We continued to make good progress in

growing our premium brands portfolio.

Development of these brands remains a strategic

focus for the business, with distribution drives

continuing across our trading territories.

Accordingly, we plan to increase investment in

these brands as we seek to capitalise on growth

in the premium segment of the market.

In Ireland, Bulmers net revenues in the period

were down 2%. As in the GB, the summer

weather in Ireland was poor which impacted

total cider market volumes, with both On and

Off-Trade volumes in decline at 4% (OPM by

CGA, Republic of Ireland, 25 January 2025)

and 6.0% respectively.

From 1 January 2025, we took back direct

control of the distribution of Magners and

our wider cider portfolio. This was

part of a wider reorganisation of our trading

relationship with Budweiser Brewing Group

(‘BBG’). This will provide us with the

opportunity to strengthen the Magners

brand as we plan to increase our marketing

investment, commencing with our ‘Magnertism’

summer campaign launched in May 2025.

Distribution

Performance in the Distribution segment has

been encouraging in FY2025, with recovery in GB

following the FY2024 ERP disruption reflecting

a focus on rebuilding customer trust, primarily

through restoration of high levels of customer

service. Volume performance reflected the

category mix changes experienced across the

market towards LAD and away from wines and

spirits. Operating profit

(i)

recovered to €31.0m

and operating margins

(i)

improved 120bps to

2.3% in the period.

Net revenue in the Distribution business in

GB was up +3.5%. Matthew Clark Bibendum

customer numbers were up 8% in the period,

with improved customer retention and expansion

of existing key customer outlets contributing to

this positive performance. Encouragingly, our

business outperformed the market with volume

share up 1.3ppts on an MAT basis.

Net revenue in the distribution business in Ireland

(‘IOI’) was down 4.3%, with volumes down 12%.

This was driven primarily by the performance

of BBG brands in our portfolio. As already

highlighted, following the trading relationship

review with BBG, we have transferred control and

distribution of BBG’s brands in the IOI Off-Trade

back to BBG, alongside taking back control of

our GB cider portfolio. Performance in our wines

and spirits wholesale business in Ireland has seen

good revenue and volume growth in the period.

Following the significant ERP disruption suffered

in FY2024, we quickly restored service levels

to pre-ERP levels. Our primary measures of

service are defined as ‘On Time’ and separately

‘In Full’. On Time and In Full averaged 98% and

96% throughout the year, ahead of industry

average levels. We have also introduced a

comprehensive dashboard of service metrics

including monitoring of complaints, speed of

call answering, courier usage and forecasting

accuracy, all of which have demonstrated

improvement during the year.

CEO’s Statement continued

€m FY2025 FY2024 vs FY2024

Reported

Net revenue 1,366.9 1,339.8 2.0%

Operating profit

(i)

31.0 15.4 101%

Operating margin

(i)

2.3% 1.1% 1.2% pts

Branded

€m FY2025 FY2024 vs FY2024

Reported

Net revenue 298.6 312.7 (5)%

Operating profit

(i)

46.1 44.6 3%

Operating Margin

(i)

15.4% 14.3% 1.1% pts

Distribution

Financial Statements Additional InformationGovernance ReportStrategic Report

The Group continues to invest in initiatives to

reduce our Scope 1 and 2 emissions. In FY2025,

our efforts to achieve our science-based target,

resulted in C&C reducing our Scope 1 and 2

(location based) emissions by 16% (vs FY2024),

and 36% (vs FY2020 baseline).

We acknowledge the positive role our industry

plays in society and our position within it as a

producer and distributor of alcoholic beverages.

We are 100% committed to the responsible

marketing of alcohol and promoting the

moderate consumption of the products we

manufacture and distribute to ensure they are

enjoyed safely by consumers. We continue to

work with leading agencies, Drinkaware UK and

Portman Group in the UK and Drinkaware.ie and

Copy Clear in Ireland, to ensure that we educate

consumers and strive to market our products

to the highest possible standards. In FY2025,

all C&C Marketing, Communications, Legal and

Company Secretarial colleagues again undertook

mandatory Advertising Standards, Portman

Group and CopyClear training on responsible

alcohol marketing.

In FY2025, C&C retained its ‘AA’ rating from

leading ESG Ratings Agency; MSCI, again placing

us in the top c30% in the beverage sector.

Our sustainability commitments and

achievements are disclosed in our

Sustainability Report on pages 22 to 39.

Looking Forward

Growth Opportunity For

Our Two Core Brands

We see opportunity to further grow the value

generated from Tennent’s and Bulmers, the two

lead brands within our portfolio. These long-

standing heritage brands benefit from iconic

status and enormous loyalty with consumers and

customers alike, and, as such, have an important

future role to play within C&C’s business. We

believe both brands have significant future

growth potential, and we plan to invest in both

with increased levels of innovation, together

with further brand support across multiple

trading channels.

Developing Premium Brands

Our current portfolio of Premium brands,

including Menabrea, Heverlee, Orchard Pig

and Outcider, represent growth opportunities

across all our UK and Ireland trading regions.

The market dynamics of lower consumer volume

consumption and increased demand for premium

drinks underpin our conviction that this remains

an area of potential growth.

CEO’s Statement continued

Simplification and Efficiency

In support of our core objective of delivering

choice and value to our customers, it is critical that

we are focused on operating the business in the

most efficient manner. We undertook a detailed

review of our operational network, internal

systems and ways of working in the period.

Operationally we have rationalised our network

to 25 distribution sites across the UK and Ireland.

During the period we have closed, or are in the

process of closing, five depots in the network,

with routes allocated to more efficient, larger

hubs, most notably the Group’s Orbital West

distribution facility in London. These actions have

supported the significant improvement in our

service levels to customers and provide a scalable

platform for growth.

We have also enhanced our CRM platform for

our wholesale business, supporting the efficient

targeting of new customers and facilitating

stronger growth with existing customers. In

addition, we are in the process of developing

a new digital sales platform which will provide

flexibility to our customers in how they trade

with us.

From a governance perspective, our complex

legacy corporate structure has introduced

unnecessary cost and complexity for the

business. Our plan is to reduce the number of

legal entities within the Group to around 30

entities by the end of FY2026. This will enable

us to harmonise policies and controls across

the business.

In addition, following the FY2024 audit process,

and supporting our drive to simplify and

improve controls, we have increased resources

in our controls environment to implement

significant improvements, with several

ongoing improvement programmes across

the organisation.

Sustainability

Our Environmental, Social and Governance (ESG)

approach is a key element of our overall business

strategy. Our aim is to support “Delivering to a

better world” through our actions and approach.

We have underpinned this with appropriate

policies, good governance, strong stewardship,

alongside further development of our risk

management processes in the last 12 months.

C&C Group plc Annual Report 2025

Developing our leading

Distribution business

Matthew Clark Bibendum (‘MCB’) benefits from

a leading distribution footprint that stretches

across the entire UK hospitality sector, servicing

multiple outlets from small local operators to

large national groups, providing best in class

insight and category expertise alongside market

leading choice and value. There is opportunity

for sustainable medium-term growth in our

distribution business by taking an increased

share of this broad customer universe. To achieve

this, we are investing in people, technology,

and process to continue to improve our overall

customer proposition, equipping us to win in the

market as we develop with MCB’s value, choice

and service.

‘Simply Better Growth’ – creating an

efficient and simplified business

We commenced a transformation programme

in the business in FY2025 with the immediate

focus on creating a stable platform to improve

efficiency. This programme has evolved further

into a simplification and growth programme

which we are calling ‘Simply Better Growth’,

focusing the whole Group on a number of

material initiatives designed to simplify our

operations and support our growth. We will

expand on this further during the course

of FY2026.

Current Trading and Outlook

We have made an encouraging start to the year

in both our Branded and Distribution businesses,

benefitting from increased customer numbers

and stable service levels alongside the continued

mix trends towards LAD in the On-Trade. With

regards to costs, despite the well documented

macroeconomic uncertainties, most of our major

cost lines are hedged for the current financial

year and we continue to seek further operational

efficiency across the Group. Whilst still early in

the year, with our critical summer trading period

ahead of us, we remain confident of achieving our

full year earnings expectations.

The activity undertaken over the last year has

created a more stable platform for the business

after several years of disruption. Despite the

short-term sector and category challenges,

the Group remains well placed to navigate the

current economic environment and we are

confident about the prospects for the longer

term and remain committed to achieving our

target of €100m of Operating Profit over the

medium term. Our efforts for the year ahead

will be focused on delivering the basics required

to support our brand growth ambitions,

winning in drinks distribution and improving

overall efficiency.

Roger White

Chief Executive Officer

Notes to the CEO’s Statement

(i) Before exceptional items.

CEO’s Statement continued

Financial Statements Additional InformationGovernance ReportStrategic Report

Our Business Model

Our

Business

Model

Our primary objective is to

develop a business model that

can deliver sustainable value

and growth into the longer

term, despite the current

macroeconomic challenges

in our core markets.

This will be achieved through continued

investment in our customer service proposition,

further brand building alongside investment

and development in systems and technology.

This will be enabled through our motivated and

experienced teams across the business.

Our brand-led distribution model and its inherent

strengths of scale and reach is supported by

investment in our brands and in our distribution

platform. The Group operates with two distinct

divisions which are focused on the local markets

they serve, with their proposition tailored to meet

the needs of our customers and consumers,

remaining agile to adapt and react to market

conditions and customer requirements.

Brand Strength

An attractive portfolio of Owned and Agency brands leveraging

C&C’s existing strengths and market opportunities.

Core Brands

Our three flagship brands – Bulmers, Magners, and Tennent’s –

are deeply rooted in the communities and regions where they are

produced. These brands carry rich heritage, strong local relevance,

and growing international appeal. Their enduring popularity is

sustained through continued brand investment, marketing activity,

and innovation. Collectively, they deliver robust margins and are

highly cash generative.

Premium and Craft

As the premium segment of the drinks market continues to expand,

we have developed a diverse range of premium and craft beers to

meet evolving consumer tastes. While this segment remains

fragmented, our curated portfolio – alongside our core local brands

– ensures we meet a broad spectrum of customer needs. Innovation

remains a strategic focus, supported by exclusive distribution

partnerships and equity investments in high-growth craft brands.

See our Brands on our At a Glance on page 4

Distribution Strength

Our Distribution business plays a vital role in the UK and Ireland’s

hospitality infrastructure, acting as a trusted route-to-market for

both international and local beverage brands. With unmatched

scale and reach, C&C operates across high-value on-trade markets

and provides nationwide coverage.

We serve over 99% of the UK population with next-day delivery

capability, supported by a network of 25 depots and an owned

fleet that completes more than 700,000 deliveries annually. Our

final-mile distribution capability enables us to consistently meet

the service expectations of our on-trade customers, reinforcing

our market-leading position.

Read more on page 5

Sustainability

A structured and ambitious programme of continuous improvement ensuring C&C delivers to a better world! We recognise the

important role that sustainability plays in the decision-making of all our stakeholders. C&C has proven track record of investing and delivering

against ESG targets and a clear strategy anchored in six priorities. See our Sustainability Report on page 22 for more information.

C&C Group plc Annual Report 2025

Stakeholder Engagement

Our Engagement with Stakeholders

We aim to maintain open and positive dialogue with all our stakeholders. Our stakeholders are a critical part of our operations and are

referenced throughout this report. We have set out below details of who our key stakeholders are, and how we engage with them.

Employees

Our colleagues and contractors who

work in our business

Communities

The people who live in the local communities around

our sites and operations

Consumers

The people who drink our products

Area of focus

• Health, safety, and wellbeing

• Communication

• Promotion of equality, diversity, and inclusion

• Recognition and careers

• Investment in learning and development

• C&C strategy, culture, and values

• Sustainability

Area of focus

• Fair employment and equal opportunities

• Local causes and issues

Area of focus

• Creating joyful moments as consumers enjoy one of our drinks with family,

friends and loved ones

• Staying ahead of changing consumer lifestyles and habits which impact

how people want to drink

• Making sure that our beverage offer is sustainable and good for the planet

• Safe products and environments

Why we engage

Our people sit at the heart of our business. Without them we would

not succeed. We want our people to thrive in a fair and inclusive work

environment, to ensure that C&C has the most engaged, inspired and

committed colleagues.

Why we engage

To build trust by operating responsibly and sustainably and investing in people

and addressing issues that are material to our communities.

Why we engage

We strive to create lasting bonds with consumers built on quality, relevance,

authenticity, and trust. On occasions when consumers choose alcohol, we

want them to “drink better, not more”.

How we engage

We embed a Safe Home Every Day approach to H&S, by focusing on three

priorities – we define our standards, we improve our capability, and we

empower our colleagues. Focus on Health and Wellbeing via healthcare

benefits, Employee Assistance Programmes, Family Leave, Remote and

Hybrid working and Right to Disconnect policies. We adopt an open, honest,

regular and consistent approach to colleague communications – via weekly,

monthly and quarterly online and face-to-face briefings, regular site visits

and roadshows with senior management, employee engagement surveys,

employee forums with Non-Executive Directors. C&C recognises trade

unions across our manufacturing and logistics network and have also

established both local and national employee forums. We promote Diversity,

Equity, and Inclusion (‘DE&I’) via our Code of Conduct, Modern Slavery,

and Human Rights policies. Colleagues have access to our anonymous

Whistleblowing Helpline to flag any instance where our standards fall short,

Annual Reviews, Learning and Talent Development programmes, Board level

Sustainability Committee to develop sustainability strategy and Group wide

Sustainability Management Committee to embed across the Group.

How we engage

C&C is a responsible and trusted partner in the communities in which we

operate via our approach to sustainability, as an employer and how we

produce and transport our products and in sourcing our raw materials,

goods and services. We support local and national charities and community

groups to raise awareness and funds to help deserving causes. Building on

our existing outreach work and initiatives which have empowered people

from marginalised communities, C&C partners with the Big Issue Group

in GB and Inner-City Enterprise (ICE) in Ireland. This allows us to partner

with organisations whose aim is to change lives through enterprise and

are aligned to C&C’s charitable agenda around tackling the complex social

issues of homelessness, addiction, poverty, and mental health. We have also

introduced a Group-wide volunteering policy, allowing all colleagues time

off to volunteer, whether it be for the Big Issue or ICE, or local charities,

community initiatives and causes that are of personal interest or relevant to

our brands and local sites and offices.

How we engage

Using our in-house data and insight capabilities, we develop powerful and

unique brand positions that engage consumers.

We invest in and nurture our brands, to develop campaigns, experiences and

associations that resonate with consumers.

We utilise the appropriate channels to engage our consumers.

Our brands are available and visible in the correct outlets and in the correct

formats to meet every drinking occasion.

We are committed to responsible advertising and marketing. By training

staff and via active engagement and education of consumers, C&C promotes

moderation to reduce the harmful use of alcohol.

C&C’s core brands are rooted in their communities, and we adopt the highest

quality, safety, ethical and sustainable standards in producing and sourcing

our products and services.

The Group continuously innovates by sourcing and developing new products

that meet consumer needs and preferences.

For our Section

172 Statement,

please see page 75.

Financial Statements Additional InformationGovernance ReportStrategic Report

Stakeholder Engagement continued

Suppliers

Our partners who supply products

and services

Shareholders and Lenders

Individuals or institutions that own shares

in C&C Group plc or provide financing

Customers

Our customers, who are experts in the

products they buy and sell, as well as in

the experience they create and deliver

Governments and Regulators

Regional and national government bodies

and agencies which implement and enforce

applicable laws across our industry

Area of focus

• Product quality, safety and authenticity

• Ethical and sustainable supply chain reducing

our environmental impact and making positive

contributions to society

• Innovation in creation of new brands

Area of focus

• Financial performance

• Strategic priorities

• Corporate governance

• Leadership and succession planning

• Executive remuneration policy

• Shareholder returns

• Environmental and social commitments and progress

Area of focus

• Identification of opportunities that offer profitable

sustainable growth insights into consumer behaviour

and trends, innovation, promotional support and

merchandising and technical expertise

Area of focus

• Positive drinking programmes and impacts

• Wider sustainability agenda including human rights,

environmental impacts

• Legal and regulatory compliance

Why we engage

Working collaboratively to ensure resilience and availability

in our supply chain to deliver the best possible service

and value for money for customers and consumers.

Identify opportunities for profitable, sustainable growth.

Collaborate to improve ethical and sustainable approach.

Why we engage

Our philosophy is to engage in regular, open, and

transparent dialogue with our existing and prospective

Shareholders and lenders. We value their thoughts and

opinions which are shared with the Board. The Board

reviews the feedback and takes appropriate actions

where necessary.

Why we engage

Our passion is to ensure we nurture mutually beneficial

relationships that deliver joint value and the best

outcome for all our customers.

Why we engage

To communicate our views to those who have

responsibility for implementing policy, laws, and

regulations relevant to our businesses.

How we engage

Suppliers must sign up to our Code of Conduct, Modern

Slavery policies as well as provide detailed information on

their product Quality and Safety practices., Ethical and

Sustainable approach.

The Group has received validation from the Science

Based Targets initiative (‘SBTi’) of our target of ensuring

that suppliers and customers making up 67% of our

Scope 3 emissions, will have science-based targets in

place by 2026. The Company, by participating in the CDP

Supply Chain Screening programme, will continuously

collaborate with suppliers and customers to support

them to set science-based targets for their own

emissions by 2026.

Extend use of Sedex platform to evidence supplier

Ethical and Sustainability approach and, if required

conduct formal supplier surveys, reviews, and audits and

follow up with Corrective Action Plans.

Focus on learning and development to build Ethical and

Sustainable procurement capability across the Group.

Investments in third-party innovative and new brands.

How we engage

We engage with our existing investors through one-

to-one and group meetings, webcasts, presentations,

conference calls and at our AGM. The Group Finance

and Investor Relations Director holds responsibility for

the investor relations programme, and the CEO and

CF&TO dedicate significant time to engaging with our

major Shareholders. The Executive Chair, other Board

members and the Company Secretary and Group

General Counsel also engage with our Shareholders

on other matters, such as Environmental, Social and

Governance (ESG) topics. We engage with lenders

primarily through Group Finance and the CF&TO.

How we engage

Focusing on C&C’s growth pillars of brand strength and

distribution strength and sustainability underpins our

position as the No1 drinks distributor in the UK.

We collaborate using best practice sales analytics and

technology to support our customers.

Our market insight capability together with unrivalled

product range allows us to meet every customers’

requirements by focusing on occasionality, consumer

demand and market trends.

Our offer is enhanced by our in-house nationwide

distribution and sales networks together with our

financial, strength which provides security of supply

and access to credit.

How we engage

Ongoing dialogue, collaboration on responsible drinking

initiatives and promotion of moderation, strengthening

industry standards and participation in governments’

business and industry advisory groups.

Working with UK Government and Regulator around

the introduction of new UK packaging waste regulations

in 2025 (Packaging Recovery Notes and Extended

Producer Responsibility) and for the introduction of

UK Deposit Return Schemes. Our Trade Association

memberships build our knowledge and understanding in

critical areas and allow us to champion the future of our

industry with policy makers and governments.

Adopting globally recognised emission reporting

standards including CDP and Science Based

Targets initiative.

Reporting on climate impacts via Taskforce on Climate-

Related Financial Disclosures (‘TCFD’).

Engaging openly with UK and Ireland tax authorities.

C&C Group plc Annual Report 2025

€47.9m

€82.6m

€60.0m

€77.1 m

Y23

Y22

Y24

Y25

3.3%

4.9%

3.6%

4.6%

Y23

Y22

Y24

Y25

7.5 c

13.1c

8.1c

11.6c

Y23

Y22

Y24

Y25

9.9c

10.3c

(29.0c)

3.5c

Y23

Y22

Y24

Y25

€28.4m

€75.8m

€85.6m

€68.8m

Y23

Y22

Y24

Y25

35.6%

65.3%

91.4%

61.4%

Y23

Y22

Y24

Y25

3.4x

0.9x

0.8x

0.9x

Y23

Y22

Y24

Y25

€438.7m

€470.3m

€390.1m

€369.0m

Y23

Y22

Y24

Y25

Definition

Operating profit/(loss) (before exceptional items).

FY2025 Focus

To deliver market-leading customer service through our

distribution platforms; revenue enhancement through

pricing actions and cost control.

Definition

Earnings, net of tax, divided by the average number of shares

in issue.

Definition

Operating profit/(loss) (before exceptional items), as a

percentage of net revenue.

FY2025 Focus

To deliver market-leading customer service through our

distribution platforms; revenue enhancement through

pricing actions and cost control.

Definition

Free Cash Flow is a non-GAAP measure that comprises cash

flow from operating activities net of capital investment cash

outflows which form part of investing activities (before

exceptional items).

FY2025 Focus

To generate improved operating cash flows.

Definition

Earnings (before exceptional items), net of tax, divided by the

average number of shares in issue as adjusted for the dilutive

impact of equity share awards.

Definition

The conversion ratio is the ratio of free cash flow as a

percentage of Adjusted EBITDA.

FY2025 Focus

To generate improved operating cash flows.

Definition

The ratio of net debt (net debt comprises borrowings

(net of issue costs) less cash to Adjusted EBITDA on a

pre IFRS 16 basis.

FY2025 Focus

Within medium-term target of 1.0x.

Definition

Liquidity comprises cash on hand plus headroom available in

the Group’s revolving credit facility).

FY2025 Focus

Ensure sufficient liquidity to meet the on-going requirements

of the business and execute its strategy.

Key Performance Indicators

Basic earnings per shareAdjusted diluted earnings per shareOperating margin

Leverage ratio

Operating profit

Free cash flow Free cash flow conversion ratio

Key Performance Indicators

Financial highlights

Liquidity

Financial Statements Additional InformationGovernance ReportStrategic Report

€191.3m

€78.9m

€57.9m

€80.9m

Y23

Y22

Y24

Y25

24,196t

22,578t

20,422t

17,813t

Y23

Y22

Y24

Y25

Y23

Y22

Y24

Y25

3.79c

5.86c

6.13c

Y23

Y22

Y24

Y25

28.3%

72.3%

52.8%

Y23

Y22

Y24

Y25

3.69

3.79

Y23

Y22

Y24

Y25

1.83

2.07

Y23

Y22

Y24

Y25

Definition

Tonnes of CO

emissions.

FY2025 Focus

To achieve best practice across the Group, including

acquired businesses.

Definition

Tonnes of waste sent to landfill.

FY2025 Focus

To achieve best practice across the Group, including

acquired businesses.

Definition

Number of reportable injuries x 200,000

Number of hours worked.

FY2025 Focus

To achieve best practice across the Group.

Definition

Number of lost time injuries x 200,000

Number of hours worked.

FY2025 Focus

To achieve best practice across the Group.

Definition

Dividend cover is Dividend/ Adjusted diluted EPS.

FY2025 Focus

The Group will continue to seek to enhance

Shareholder returns.

Definition

Net debt comprises borrowings (net of issue costs) less cash.

Definition

Total dividend per share paid and proposed in respect of the

financial year in question.

FY2025 Focus

The Group will continue to seek to enhance

Shareholder returns.

Key Performance Indicators continued

Waste recycling

Dividend pay-out ratio

Reduction in CO

emissions (market-based)Net debt

Lost time injury frequency rate

Progressive dividend/return to Shareholders

Reportable injury frequency rate

Non-financial highlights

C&C Group plc Annual Report 2025

Chief Financial & Transformation Officer’s Review

Chief Financial &

Transformation

Officer’s Review

Results For the Year

The Group generated net revenues of

€1,665.5m, operating profit

(i)

of €77.1m, with

year-end liquidity

(ii)

of €369.0m and net debt

(iii)

of €212.3m. Net debt excluding IFRS 16 Leases

was €80.9m. Adjusted basic EPS for FY2025

is 11.7 cent. The Group’s operating profit

(i)

of €77.1m is up from an operating profit

(i)

€60.0m in the prior year. This improvement

reflects improvement in both our branded and

distribution segments as described in the Chair

and CEO reports.

Managing liquidity

(ii)

and net debt

(iii)

have

continued to be focus areas for the Group

throughout FY2025. The Group maintains a

robust liquidity position, with available liquidity

(ii)

of €369.0m at 28 February 2025 and at year end

achieved a leverage ratio

(vi)

of 0.9x.

Accounting Policies

As required by European Union (‘EU’) law, the

Group’s financial statements have been prepared

in accordance with International Financial

Reporting Standards (‘IFRS’) as adopted by

the EU, and as applied in accordance with the

Companies Act 2014, applicable Irish law and

the Listing Rules of the Financial Conduct

Authority. Details of the basis of preparation

and the accounting policies are outlined on

pages 148 to 162.

Finance Costs, Income Tax and

Shareholder Returns

Net finance costs before exceptional items

of €21.3m were incurred in the financial year

(FY2024: €21.2m

(vi)

). Of this amount, €4.6m

relates to the Group’s debtor securitisation

facility, €3.7m relates to USPP notes, €6.4m

relates to the Group’s main bank lending facilities,

€7.0m relates to lease interest, €0.8m relates

to amortisation of prepaid issue costs, €2.7m of

income relates to interest received and €1.5m

relates to other financing costs. The Group

has incurred an exceptional finance expense

of €0.4m (FY2024: €2.9m) related to the

impairment of loan notes due from the sale of

Vermont Hard Cider in FY2019.

In FY2025, the premium branded sector

continued its significant contribution to Group

profitability and the Distribution sector recovered

strongly from the logistical issues suffered in the

prior years. The Group earns most of its profits in

the UK and this impacted the Group’s effective

adjusted tax rate

(i)

for FY2025 of 19.9%. UK-

generated profits are taxed at a rate of 25.0%

compared to an effective rate of 15.0% in Ireland

under Pillar Two legislation effective 1 January

2024. The Group continues to manage its

effective tax rate in line with its published

tax strategy.

Subject to Shareholder approval, the Board

have proposed a final dividend of 4.13 cent per

Ordinary Share to be paid on 18 July 2025 to

Shareholders registered at the close of business

on 13 June 2025. An interim dividend of 2.00

cent per Ordinary Share was paid with respect

to FY2025; therefore, the Group’s proposed

full year dividend will amount to 6.13 cent per

Ordinary Share. The proposed full year dividend

per share will represent a pay-out of 52.8% of

the full year reported adjusted diluted earnings

per share. Using the number of shares in issue at

28 February 2025 and excluding those shares for

Andrew Andrea

Chief Financial &

Transformation Officer

Financial Statements Additional InformationGovernance ReportStrategic Report

Chief Financial & Transformation Officer’s Review continued

which it is assumed that the right to dividend will

be waived, this would equate to a distribution of

€15.8m and give a total distribution for FY2025

of €23.4m. There is no scrip dividend alternative

proposed. Total dividends for the prior financial

year were €22.8m.

The Group commenced a share buyback

programme at the start of FY2025 and has

completed two tranches during the period. Each

tranche repurchased Ordinary Shares of the

Group up to a maximum aggregate consideration

of €15.0m. The programme is progressing as

planned and as of 28 February 2025, the Group

has repurchased 16,139,861 shares at a cost

of €30.0m.

The programme forms part of the Group’s plan

to return up to €150.0m to Shareholders through

a combination of dividends and share buybacks.

Across FY2025, €52.9m has been returned

to Shareholders, including the FY2024

dividends and FY2025 interim dividend.

As previously announced, a further €15.0m

tranche of the Group’s share buyback

programme commenced on 1 May 2025.

The Programme is underpinned by the Board’s

confidence in the medium-term outlook for

the business and its strong cash generation

capabilities. The Board also believes that the

Programme represents the most effective use

of capital in the current environment.

Exceptional Items

A total exceptional charge, before tax, of €36.3m

was incurred in the current financial year,

€25.2m of which were cash items. In the opinion

of the Board, the presentation of these items as

exceptional provides a more useful analysis of

the underlying performance of the Group. Full

details of Exceptional Items are set out in detail in

Note 5 to the consolidated financial statements.

The majority of this charge is from one-off

restructuring and reorganisation costs arising

from the Group’s transformation programme and

commitment to reduce the overhead cost base,

together with professional fees relating to the

accounting misstatements identified in FY2024

and impairment of receivables owed in respect

of the Vermont Hard Cider disposal from

prior periods.

Balance Sheet Strength and

Debt Management

Balance sheet strength provides the Group with

the financial flexibility to pursue its strategic

objectives. It is the Group’s policy to ensure that

a medium/long-term debt funding structure is

in place to provide the Group with the financial

capacity to promote the future development

of the business and to achieve its strategic

objectives. The Group manages its borrowing

requirements by entering into committed loan

facility agreements and by holding USPP notes

which diversifies the Group’s sources of debt

finance. In December 2024, the Group exercised

the second option to extend the maturity of the

multi-currency facility that started in May 2023,

and maturity is now extended to January 2030.

The Group maintains a £150.0m receivables

securitisation facility (£120.0m committed,

£30.0m uncommitted), renewable annually in

May. As at 28 February 2025, €109.8m of this

facility was drawn (FY2024: €105.9m).

Cash Generation

Summary cash flow for the year ended

28 February 2025 is set out in the table below.

Overall liquidity remains robust and whilst the

Group’s free cashflow (excluding net exceptional

cash outflow) has declined by €16.8m, this

principally reflects one-off working capital

impacts arising from a national customer

acquisition and the transfer of the cider business

detailed in the report above.

Capital expenditure in FY2025 amounted to

€18.5m, which included €9.8m relating to

investment in equipment and site improvements

at the Group’s Wellpark plant in Glasgow,

including €5.3m for a can-filler replacement.

A further €6.2m was invested at the Group’s

production facilities in Ireland including €3.4m

for site improvements and €1.0m for a can-

depallitiser. Additionally, €2.5m was invested in

depot improvements in the distribution business

in the UK.

Accounting Function,

Controls and Systems

The historical accounting issues identified

in FY2024 brought to light fundamental

organisational and control weaknesses within the

Group’s finance and accounting functions. The

Group has historically operated a decentralised

accounting function but the increased integration

and complexity of the Group has necessitated

a move to a standardised set of accounting

processes and controls and the Group is

automating processes where possible to reduce

the risk of errors and enforce consistency

of approach. Additionally, the Group has

strengthened its Risk and Internal Audit functions

during the period and launched a project to

identify, improve and monitor its key financial and

non-financial controls. The Group has worked

tirelessly in implementing these changes and

improvements in its financial management,

controls and governance and whilst FY2025

has been an extremely challenging year, the

improved financial discipline imposed across the

Group has been instrumental in supporting our

recovery from the challenges of recent years.

C&C Group plc Annual Report 2025

Table 1 – Reconciliation of Adjusted EBITDA

(vv)

to Operating profit

2025

€m

2024

€m

Operating profit 45.8 (84.4)

Exceptional items 31.3 144.4

Operating profit before exceptional items 77.1 60.0

Amortisation and depreciation charge 34.9 33.7

Adjusted EBITDA

(iv)

112.0 93.7

Table 2 – Cash flow summary

2025

€m

2024

€m

Adjusted EBITDA

(iv)

112.0 93.7

Working capital 6.6 30.4

Advances to customers (0.9) 3.5

Net finance costs excluding exceptional finance costs (21.0) (17.6)

Tax paid (7.1) (4.1)

Pension contributions paid (0.3) (0.4)

Tangible/intangible expenditure (18.5) (20.0)

Net proceeds on disposal of property plant & equipment 1.2 0.1

Translational foreign exchange movements (2.2) –

Exceptional items paid (25.2) (21.8)

Other* (1.0) –

Free cash flow

(v)

43.6 63.8

Free cash flow

(v)

43.6 63.8

Net exceptional cash outflow 25.2 21.8

Free cash flow

(v)

excluding net exceptional cash outflow 68.8 85.6

Reconciliation to Group Cash Flow Statement

Free cash flow

(v)

43.6 63.8

Dividends paid (22.9) (22.3)

Drawdown of debt 5.0 130.0

Payment of debt issue costs (0.5) (3.4)

Repayment of debt – (105.0)

Payment of lease liabilities (18.5) (20.2)

Share buy-back (30.0) –

Disposal of asset held for sale – –

Disposal of subsidiary/equity investment 2.2 –

Net (decrease)/increase in cash (21.1) 42.9

* Other relates to the add back of share options, pension contributions: adjustments from charge to payment and the add back of intangible asset impairment.

Retirement Benefits

In compliance with IFRS, the net assets and

actuarial liabilities of the various defined

benefit pension schemes operated by Group

companies, computed in accordance with

IAS 19 Employee Benefits, are included on

the face of the Consolidated Balance Sheet

as retirement benefits.

Independent actuarial valuations of the defined

benefit pension schemes are carried out on a

triennial basis using the attained age method.

The most recently completed actuarial valuations

of the ROI defined benefit pension schemes

were carried out with an effective date of

1 January 2024 while the date of the most recent

actuarial valuation of the NI defined benefit

pension scheme was 31 December 2023. As a

result of these updated valuations the Group

has committed to contributions of €294k per

annum in the calendar year 2025 and increasing

at a rate of 2.3% each calendar year thereafter.

There is no funding requirement with respect to

the Group’s executive defined benefit pension

scheme or the Group’s NI defined benefit pension

scheme, both of which are in surplus. The Group

has an unconditional right to these surpluses

when the scheme concludes. The Trustees of the

C&C Group Executive Pension and Life Assurance

Scheme entered into an annuity buy in contract

with effect from 27 February 2024 in respect

of current pensioners in payment. While the

obligation to provide pensions to these members

remains a liability of the Scheme, the insurance

contract provides a matching cash flow and

longevity hedge. The Group was supportive of the

Trustees actions as it further reduces risk within

that Scheme.

There are 2 active members in the NI scheme

and 43 active members (less than 10% of total

membership) in the ROI staff defined benefit

pension scheme and no active members in the

executive defined benefit pension scheme.

At 28 February 2025, the retirement benefits

computed in accordance with IAS 19 Employee

Benefits amounted to a net surplus of €32.0m

gross of deferred tax (€22.7m surplus with

respect to the Group’s staff defined benefit

pension scheme, €6.0m surplus with respect to

the Group’s executive defined benefit pension

scheme, and a €3.3m surplus with respect to the

Group’s NI defined benefit pension scheme).

The key factors influencing the change in

valuation of the Group’s defined benefit pension

scheme obligations gross of deferred tax are as

outlined below:

€m

Net surplus at 1 March 2024 34.3

Translation adjustment 0.2

Employer contributions paid 0.3

Charge to Other

Comprehensive Income (3.7)

Credit to Income Statement 0.9

Net surplus at 28 February 2025 32.0

The decrease in the surplus from €34.3m at

29 February 2024 to a surplus of €32.0m at

28 February 2025 is primarily due to an actuarial

loss of €3.7m over the year. The decrease in

the net surplus of the Group’s defined benefit

pension schemes from the 29 February 2024 to

28 February 2025, as computed in accordance

with IAS 19

Employee Benefits

, is primarily due to

an increase in liabilities as a result of the decrease

in corporate bond yields over the year somewhat

offset by reduced benefit inflation expectation.

Chief Financial & Transformation Officer’s Review continued

Financial Statements Additional InformationGovernance ReportStrategic Report

Financial Risk Management

The main financial market risks facing the Group

continue to include commodity price fluctuations,

foreign currency exchange rate risk, interest

rate risk, geopolitical risk and liquidity risk.

The Board of Directors set the treasury policies

and objectives of the Group, the implementation

of which are monitored by the Audit Committee.

Details of both the policies and control procedures

adopted to manage these financial risks are

set out in detail in Note 24 to the consolidated

financial statements.

Currency Risk Management

The reporting currency and the currency used

for all planning and budgetary purposes is Euro.

However, as the Group transacts in foreign

currencies and consolidates the results of non-

Euro reporting foreign operations, it is exposed

to both transaction and translation currency risk.

Currency transaction exposures primarily

arise on the Sterling, US and Australian

Dollar denominated sales of the Group’s Euro

subsidiaries and Euro purchases in the Group’s

GB business. The Group seeks to minimise this

exposure, when possible, by offsetting the foreign

currency input costs against the same foreign

currency receipts, creating a natural hedge.

When the remaining net currency exposure is

material, the Group enters into foreign currency

forward contracts to mitigate and protect against

adverse movements in currency risk and remove

uncertainty over the foreign currency equivalent

cash flows. Forward foreign currency contracts

are used to manage this risk in a non-speculative

manner when the Group’s net exposure exceeds

certain limits as set out in the Group’s treasury

policy. In the current financial year, the Group

had €11.8m of forward foreign currency cash

flow hedges outstanding (see Note 24 to the

consolidated financial statements).

The average rate for the translation of results

from Sterling currency operations was

€1:£0.8430 (year ended 29 February 2024:

€1:£0.8653) and from US Dollar operations

was €1:$1.0746 (year ended 29 February 2024:

€1:$1.0831).

Commodity Price and

Other Risk Management

The Group is exposed to commodity price

fluctuations, and manages this risk, where

economically viable, by entering into fixed price

supply contracts with suppliers. The Group

does not directly enter into commodity hedge

contracts. The cost of production is also sensitive

to variability in the price of energy, primarily gas

and electricity. The Group’s policy is to fix the

cost of a certain level of energy requirement

through fixed price contractual arrangements

directly with the Group’s energy suppliers.

The Group seeks to mitigate risks in relation

to the continuity of supply of key raw materials

and ingredients by developing trade

relationships with key suppliers and an

agreement with farmers in Scotland for

the supply of malted barley.

In addition, the Group enters into insurance

arrangements to cover certain insurable risks

where external insurance is considered by

management to be an economic means of

mitigating these risks.

Andrew Andrea

Chief Financial & Transformation Officer

Notes to the Group Chief Financial & Transformation Officer’s Review

(i) Before exceptional items.

(ii) Liquidity is defined as cash plus undrawn amounts under the Group’s

revolving credit facility.

(iii) Net debt comprises borrowings (net of issue costs) less cash, less

lease liabilities capitalised under IFRS 16 Leases (see Note 21 to the

consolidated financial statements).

(iv) Adjusted EBITDA is earnings before exceptional items, finance

income, finance expense, tax, depreciation, amortisation charges and

equity accounted investments’ profit/(loss) after tax. A reconciliation

of the Group’s operating profit to EBITDA is set out on page 20.

(v) Free Cash Flow (‘FCF’) comprises cash flow from operating activities

net of capital investment cash outflows which form part of investing

activities. A reconciliation of FCF to net movement in cash per the

Group’s Cash Flow Statement is set out above.

(vi) Leverage ratio is defined as net debt (excluding lease liabilities)/

adjusted EBITDA (on a pre-IFRS 16 basis).

Chief Financial & Transformation Officer’s Review continued

C&C Group plc Annual Report 2025

Sustainability Report

Sustainability

Report

Our Environmental, Social and

Governance (ESG) strategy is

integral to C&C Group’s purpose

and our three core values:

‘Respect people and the planet’;

‘We bring joy to life’; and

‘Quality is at our core’.

With Board level commitment to ESG, a dedicated

ESG Team, including our Sustainability Management

Committee launched in March 2024, we continue to seek

to embed ESG into everything we do at C&C Group.

OUR SIX PRIORITIES:

Environment Social Governance

Reduce our Carbon Footprint

Focus areas:

• Progress against our Science

Based Targets

• Reduce Scope 1, 2 and 3 Emissions

• Conservation of Energy

• Breakdown of Scope 3 Emissions

• Scope 3 Supply Chain Engagement

• Summary of Decarbonisation Projects

• Environmental Policy

• Sustainable Logistics

Sustainably Produce

and Source our Products

& Services

Focus areas:

• Product Quality & Safety

• Water Optimisation & Conservation

• Waste Minimisation & Circularity

• Sustainable Sourcing

• Supplier Engagement

Ensure Alcohol is

Consumed Responsibly

Focus areas:

• Alcohol Awareness

• Responsible Marketing Training

• Promoting 0%, Low Alcohol &

Low-Calorie Brands

• Alcohol Labelling

• Target zero instances of non-compliance.

• Supporting Drinkaware and Drinkaware.ie

• Portman Group

Enhance Health, Wellbeing

& Capability of Colleagues

Focus areas:

• Health & Safety

• Support Colleagues Wellbeing

• Learning and Development Programmes.

• Cyber Training

• Embed key codes

Build a more Inclusive, Diverse,

and Engaged C&C

Focus areas:

• Diversification of the Board

• Diversity, Equity & Inclusion (DE&I)

• Gender Pay Gap Reporting

• Colleagues and Culture

• Employee Engagement Tracking

• Non-Executive Director/Employee

Engagement

• Whistleblowing with confidence

• Anti-Bribery and Corruption

Collaborate with Government,

Non-Governmental

Organisations (‘NGOs’),

and Industry Programmes

Focus areas:

• Building Meaningful Charity Partnerships

• The Big Issue Group – UK

• Inner City Enterprise (ICE) – Ireland

• Other Community Partnerships

• Liaising with Government and NGOs

• Extended Producer Responsibility

(EPR) – UK

• Deposit Return Scheme (DRS) – UK

• Tax

ESG Strategy – ‘Delivering to a better world’

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

We understand that external stakeholders’

inputs are very valuable, especially when

conducting an impact materiality assessment

and gauging perspective from an external point

of view. It familiarises us with the sustainable

topics that are most material to our stakeholders

and provides an opportunity to share

information about our strategy and focus areas,

aiding in creating a transparent relationship

between us. In this reporting period, C&C

Group continued to prepare for the reporting

obligations under the Corporate Sustainability

Reporting Directive (‘CSRD’), and the Group

will report under that Directive in the timeframe

required. As part of this effort, the Group has

completed a number of steps required by the

Double Materiality Assessment (‘DMA’) in

order to identify material impacts, risks and

opportunities and related material ESG matters.

The topics considered and identified as material

in the existing impact materiality assessment

was a key input into this process, with a large

degree of consistency noted between current

material topics and those identified as part of

the impact aspect of the DMA. The outputs of

the DMA assessment are being reviewed and

finalised, after which time the Group will focus

on further integrating the outputs with the

strategic and risk management processes.

The DMA process confirmed the relevance of

C&C Group’s existing ESG Six Priorities (above),

while also identifying additional areas of focus

for the Group to improve reporting standards.

The outputs of the DMA, once finalised, will be

disclosed at a future time. Details of our existing

approved impact materiality approach can be

found on our website candcgroupplc.com/

policies-and-terms/.

Our Materiality Process

C&C Group plc Annual Report 2025

Sustainability Report continued

A key pillar of C&C Group’s sustainability

strategy is focused on reducing carbon emissions

associated with our operations and ensuring that

we work to reduce our environmental impact

through our supply chain. The success of our

brands relies on the best quality ingredients,

which is why we are committed to sourcing

and producing our products and services with

environmental sustainability in mind. This section

details C&C Group’s material environmental

topics, aligned to our two environmental pillars

of our ESG Strategy:

1. Reduce our Carbon Footprint and

2. Sustainably Source & Produce our

Products & Services.

Reduce our Carbon Footprint

The impact of climate change is already being felt

globally. We recognise the need to further reduce

emissions in our operations and use our position

as a leading drinks producer and distributer to

influence our supply chain to reduce carbon

emissions in their operations. Our ESG Strategy

of ‘Delivering to a Better World’ is built around

the principles of sustainability being at the heart

of what we do.

Our carbon transition strategy has been

developed through an understanding of the

climate risks and opportunities that affect our

business, and our investment strategy is aligned

to both mitigation and adaptation against

climate-related impacts.

C&C Group has committed to a long-term target

of being a carbon neutral business by 2050 at

the latest. The Group has a near-term target to

reduce Scope 1 and Scope 2 greenhouse gas

(‘GHG’) emissions 35% by 2030 from a FY2020

baseline. To achieve our Scope 3 emissions target

of 25% reduction by 2030 we have been working

with our supply chain to ensure that 67% of

our suppliers and customers (by spend) have a

science-based target in place by 2026.

In January 2023, C&C Group’s near-term and

long-term carbon reduction targets were

validated by the Science Based Targets initiative

(‘SBTi’). Being part of this initiative allows us to

increase our ambition year after year, support

other organisations in our supply chain to reduce

emissions, and validate our progress through an

independent body.

Progress against our Science

Based Targets

In FY2025, we achieved a reduction of 36%

Scope 1 and 2 (location-based) against FY2020

baseline. This reduction in emissions is driven

by capital investment in new technology at

our manufacturing sites, increasing the use of

renewable energy across our own operations,

introducing more low carbon vehicles into our

distribution fleet and further rollout of HVO.

We are proud of the steady progress we are

making in our carbon emissions reduction

journey and appreciate that there is more work

to do to reach our targets. Further detail of our

decarbonisation initiatives can be found in the

statement of our Transition Plan on page 47 and

the Summary of Decarbonisation Projects section

on page 28.

Reduce

our Carbon

Footprint

ENVIRONMENT

Alignment to UN SDGs

Cleaning-in-Progress (CIP) systems at

our South Tank Farm, Clonmel, reducing

1.38 million litres of water annually.

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

Table 1: Greenhouse Gas Emissions Data

Greenhouse Gas Emissions (Tonnes CO

equivalent)

FY2020

(Baseline) FY2024 FY2025

Change vs

FY2024

Change vs

Baseline

(FY2020)

Scope 1 25,079 20,156 17,623 -13% -30%

Scope 2 (Location-based) 12,430 8,419 6,464 -23% -48%

Scope 2 (Market-based) 6,238 266 190 -29% -97%

Scopes 1+2 (location-based) 37,509 28,575 24,087 -16% -36%

Scopes 1+2 (market-based) 31,317 20,422 17,813 -13% -43%

Scope 3 718,090 518,547 504,714 -3% -30%

C1. Purchased goods 482,701 361,038 347,763 -4% -28%

C2. Capital goods – 8,881 12,519 41% –

C3. Fuel and energy-related activities 7,083 5,819 5,678 -2% -20%

C4. Upstream transportation 17,131 40,075 43,764 9% 155%

C5. Waste generated in operations 2,933 1,327 1,085 -18% -63%

C6. Business travel 1,879 1,162 857 -26% -54%

C7. Employee commuting 2,606 2,194 2,191 0% -16%

C9. Downstream transportation

and distribution 27,273 37,150 33,782 -9% 24%

C10. Processing of sold products – – - – –

C11. Use of sold products 138,365 49,268 45,845 -7% -67%

C12. End-of-life treatment of sold products 38,117 11,115 10,727 -3% -72%

C15. Investments – 518 504 -3% –

Total Carbon Footprint (Location-Based) 755,599 547,122 528,801 -3% 30%

Total Carbon Footprint (Market-Based) 749,407 538,969 522,527 -3% 30%

Table 2: Emissions Intensity

Emissions Intensity

FY2020

(Baseline) FY2024 FY2025

Change vs

FY2024

Change vs

Baseline

Net Revenue (mEUR) 1,719 1,652.5 1,665.5 1% -3%

Scope 1 and 2 tCO

e per mEUR

(Location-Based) 21.82 17.29 14.46 -16% -34%

Total Carbon Footprint (Location-Based) 440.41 331.09 317.50 -4% -28%

Scope 1 and 2 tCO

e per mEUR

(Market-Based) 18.22 12.36 10.70 -13% -41%

Total Carbon Footprint (Market-Based) 436.78 326.15 313.74 -4% -28%

Table 3: Streamlined Energy and Carbon Reporting (SECR)

Previous reporting year (FY2024) Current reporting year (FY2025)

Total C&C Group Emissions

(Scope 1 and 2) tCO

e UK Non-UK Total UK Non-UK Total

Scope 1 14,064 6,095 20,159 12,553 5,070 17,623

Scope 2 (Location-Based) 4,236 4,183 8,419 3,711 2,753 6,464

Scope 2 (Market-Based) 4 262 266 3 187 190

Conservation of Energy

We are committed to transitioning our operations to clean energy sources in line with our carbon

reduction targets. Across the Group, we continue to transition to renewable energy where possible.

In our Clonmel manufacturing site, we continue to benefit from the installation of a rooftop solar array

and our commitment to a Corporate Purchase Power Agreement (‘PPA’) obtaining electricity from the

Cronalaght Wind Farm in Donegal. Our Clonmel site generated 1,353 MWh of renewable electricity

from its solar panels in FY2025. All electricity used at our main manufacturing sites – Clonmel and

Wellpark – comes from renewable sources. In FY2025, 95% of our total Group electricity use was

sourced renewably. In line with our Transition Plan, we are working to move all electricity contracts

to renewables sources. To further reduce energy consumption in our operations, we have completed

a range of decarbonisation projects at our sites, including the implementation of electric forklift

trucks (‘FLTs’) to our fleet, anaerobic digestion and biogas projects at our Wellpark Brewery, the

commissioning of a 1MW heat pump at our Clonmel manufacturing facility, as well as the successful

transition of a number of our key depots to Hydrotreated Vegetable Oil (‘HVO’) as a sustainable fuel

source for our distribution network. Further rollout of HVO to our fleet saved 660 tCO

e in FY2025.

C&C Group plc Annual Report 2025

Sustainability Report continued

Table 4: Energy Consumption MWh

Energy Consumption MWh

FY2020

(Baseline)

MWh

FY2024

MWh

FY2025

MWh

Change vs

FY2024

Change vs

Baseline

Natural Gas 94,221 67,861 57,449 -15% -39%

Liquified Petroleum Gas (LPG) 2,332 4,048 4,552 12% 95%

Diesel 33,257 26,739 23,322 -13% -30%

Hydrotreated Vegetable Oil (HVO) 0 4,385 6,989 59% –

Petroleum 450 1,171 1,914 63% 325%

Kerosene/Fuel Oil 65 204 209 2% 222%

Biogas 83 3,641 3,484 -4% 4098%

Non-Renewable Electricity 26,664 2,849 2,644 -7% -90%

Renewable Electricity 14,737 33,623 29,070 -14% 97%

Total Non-Renewable Energy

Consumption

156,989 110,898 100,563 -9% -36%

Total Renewable Energy Consumption 14,737 33,623 29,070 -14% 97%

Total Energy Consumption 171,726 144,521 129,634 -10% -25%

Total MWh included in Scope 1 130,325 104,408 94,435 -10% -28%

Total MWh included in Scope 2 41,401 36,472 31,715 -13% -23%

Out of Scopes (Biogas) 83 3,641 3,484 -4% 4098%

Through committed reduction efforts, C&C Group has reduced natural gas consumption by 39%

against our FY2020 baseline. HVO usage has been expanded across more areas of C&C Group’s

distribution fleet, leading to an increase in HVO consumption, coupled with a decrease in diesel

consumption. Due to improved efficiencies, consumption of electricity (both renewable and non-

renewable) reduced in FY2025 against the previous financial year, due to changes in operational sites.

Table 5: Energy Consumption and Mix

Energy Consumption and Mix FY25 (MWh)

Fuel consumption from coal and coal products –

Fuel consumption from crude oil and petroleum products 36,052

Fuel consumption from natural gas 51,143

Fuel consumption from other fossil sources –

Fuel consumption from nuclear products –

Consumption from acquired electricity, heat or steam from fossil sources 2,630

Total energy consumption from fossil sources (Mwh) 89,825

Share of fossil sources in total energy consumption (%) 69%

Fuel consumption from renewable sources (including biogas and HVO) 10,473

Consumption of acquired electricity, heat or steam from renewable sources 29,071

Consumption of self-generated electricity from renewable sources –

Total renewable energy consumption (MWh) 39,544

Share of renewable sources in total energy consumption (%) 31%

Total energy consumption (MWh) 129,369

Table 6: Total Energy Consumption per net revenue

MWh/mEUR FY2025

Total energy consumption per net revenue 77.68

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

Breakdown of Scope 3 emissions

Our Scope 3 emissions (including Purchased

Goods, Use of Sold Product, End of Life

Treatment, and other indirect emissions)

accounted for 95% of C&C’s total emissions in

FY2025. In recent years, we have made significant

progress in reducing our direct emissions, but we

understand that to continue to reduce indirect

emissions, we need to enhance our supply chain

engagement to ensure that our suppliers and

customers are working together with us to

reduce emissions across the supply chain.

Since we distribute third-party products, most of

our Scope 3 emissions are focused in Purchased

Goods, specifically Distributed Product.

Approximately 49% of our Scope 3 emissions

is attributed to third-party products that we

purchase and deliver to our customers. We

are directly engaged with our supply chain

partners to explore collaborative emission

reduction projects.

Scope 3 Supply Chain Engagement

In FY2025, C&C Group continued to work with

CDP (previously Carbon Disclosure Project)

Supply Chain programme. We encourage

our supply chain partners to report carbon

emissions data through CDP, as C&C Group has

done since 2010. In the 2024 CDP disclosure

cycle, we engaged with 60 shortlisted key

suppliers, requesting that these suppliers submit

environmental data, including measuring and

reporting their operational carbon emissions,

through CDP. The selected suppliers were

identified as material through a review of C&C

Group’s spend data. To progress our supplier

engagement target, validated by SBTi, we

shortlisted suppliers and customers who make

up 76% of C&C Group’s spend.

Through collaboration with CDP, C&C Group

conducted a Supplier Webinar to support those

who were first-time disclosers and provided

guidance in navigating the newly launched CDP

portal and new questionnaire format. In addition,

we conducted internal training sessions on CDP

Supply Chain with C&C Group’s procurement

and commercial functional colleagues, as well

as for relationship managers and buyers. This

training was designed to upskill colleagues in

communicating the benefits of environmental

reporting and to build further support across

the business to help us achieve our supply chain

engagement target.

In the 2024 CDP Supply Chain Engagement

cycle, we achieved a 77% disclosure rate, a slight

increase from 74% in 2023. This was a positive

result considering that 2024 was a challenging

year for CDP, with the platform experiencing

technical issues due to the launch of a new

online portal and questionnaire. By continuing our

participating in the CDP Supply Chain Screening

programme into 2025 and through an additional

focused direct engagement programme for

supply chain partners who are not signed up

to CDP, we will continue to collaborate with

suppliers and customers to support them to

set science-based targets for their own

emissions by 2026.

In FY2025, 54% of C&C Group’s targeted spend

is covered by a validated science-based target.

This is an improvement on the previous financial

year of 48% of spend covered by a science-

based target in FY2024. Continuing into FY2026,

the Company will prioritise engagement with

key suppliers and customers who make up a

significant proportion of the Group’s spend

but have not yet committed to a science-based

target approach for reducing their operational

carbon emissions.

Initiatives such as lightweight cans,

plastic elimination, and sustainable

packaging have removed hundreds of

tonnes of plastic and aluminium.

C&C Group plc Annual Report 2025

Summary of Decarbonisation Projects

In line with C&C Group’s Transition Plan,

the Company is committed to a range of

decarbonisation projects across our operations.

In the last financial year, we have lowered

carbon emissions at our manufacturing sites

through a reduction in natural gas consumption.

At Clonmel, the site’s boiler economiser

has been in use for a full year, reducing the

demand for natural gas. In addition, there has

been continuous improvement in our can line

efficiency, improved shut down and cleaning

procedures, and more effective run hours on the

‘Bulmers always begins with a Bee’ campaign

Sustainability Report continued

recently installed heat pump. These gas efficiency

improvements in FY2025 have resulted

in a carbon reduction of approximately 480

tonnes CO

e at Clonmel in the last financial

year. At our Wellpark brewery, we have reduced

carbon emissions by approximately 320 tonnes

e through gas conservation activities

and continuous improvements projects,

including improving the brewhouse cycle time,

improvements to the canning line process, and

ongoing employee awareness programmes

focused on efficiency.

As outlined in the Transition Plan, C&C Group is

committed to converting bulk fuel tanks at our

depots to Hydrotreated Vegetable Oil (HVO) as

part of a five-year plan. This is expected to reduce

diesel consumption/carbon emissions by c.60%

from the fleet. Across our distribution fleet, the

Group has introduced HVO to additional sites

including Runcorn, Bedford, Fosse Lane, Orbital

West and Thornliebank. Through increasing use

of HVO across our depot sites, we have saved

approximately 660 tonnes CO

e from switching

out more diesel from our distribution business.

Environmental Policy

C&C Group’s Environmental Policy is aligned

to the Group’s ESG Strategy and summarises

our focus areas in relation to reducing carbon

emissions, sustainably sourcing and producing

products and services, minimising waste in our

operations, conserving water and energy in

our manufacturing processes, and improving

sustainability throughout our supply chain.

The Environmental Policy applies across all

Group internal operations, and to management

and employees. The Policy is reviewed by our

Sustainability Management Committee and is

approved by the Group’s Chief Executive Officer

every two years. In line with our Corporate

Sustainability Reporting Directive (CSRD)

requirements, the Environmental Policy will be

reviewed and updated ahead of the FY2027

reporting cycle.

Policies are publicly available on C&C Group’s

corporate website: candcgroupplc.com/policies-

and-terms/.

Sustainable Logistics

C&C Group has a clear commitment to

supporting delivery of a low-carbon world.

Operating as a distributor, as well as a

manufacturer and marketer, a significant amount

of our emissions are fuel-based. Understanding

the negative impact fossil fuels have on our

climate the Group continues to commit to

transitioning to lower carbon alternatives

where feasible.

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

The delivery vehicles at our major depots in

Bedford, Runcorn and Thornliebank will continue

to be powered in FY2026 by HVO. During

FY2025, we moved our new London flagship

depot at Orbital West to HVO and this has already

saved 660 tCO

e. Looking forward, our largest

network site at Cambuslang has committed to

transition fully to HVO during FY2026, delivering

a forecasted reduction of 1,100 tCO

e. This fuel

transition will move Scotland to c65% of fuel

in HVO versus conventional diesel. In addition,

we are introducing HVO across Boldon and

Wetherby depots in FY2026.

Across the Group, we operate four 18-tonne

electric Heavy Goods Vehicles (HGVs). We

continue to adopt a phased approach to the

implementation of EVs (‘Electric Vehicles’),

shifting delivery vehicles to HVO in the interim as

the technology and cost competitiveness of EVs

continues to improve. Our new flagship depot in

London, Orbital West, uses a mixture of Electric

HGVs and HGVs powered by HVO.

We continue to require all new vehicles, leased

or purchased, to meet the EURO 6 standard –

96% of our fleet is currently EURO 6.

We have introduced a solar energy system

as part of our Orbital West launch and are

monitoring benefits with a view to rolling out

across the wider network.

As our systems continue to develop (planning,

telematics) we will see continuous improvements

to route efficiency, especially reduced mileage.

We are also working in partnership with our

customers on refining our service charter,

and reducing non-essential delivery journeys.

Consolidating deliveries is a key aspect of this.

In FY2025 we also took the decision to extend

the lease of our Cambuslang site and we have

renewed on a new 25-year deal. This decision

is based partly on Cambuslang representing an

optimal location for delivery efficiency.

The decision to remain also enables us to plan

sustainability improvements in the site and we

are now actively considering options to further

reduce emissions at this facility.

Percentage of our fleet that

meets the EURO 6 standard

96%

Tonnes tCO

e saved via switch to HVO

660

C&C Group plc Annual Report 2025

Sustainability Report continued

Product Quality and Safety

As part of our commitment to “Respect people

and the planet”, the safety, authenticity, legality,

and quality of our products are fundamental

to our ongoing business operations. From our

use of the finest Scottish malted barley and

fresh highland water from Loch Katrine to our

sourcing of apples from across Ireland, and

working with the finest wine suppliers globally,

quality is at our core. Supported by a Group

technical function, in line with global best

practice, C&C has implemented quality control

and technical systems across all manufacturing

sites. Compliance monitoring ensures adherence

and identifies areas for improvement achieved

through objective setting that supports the

overall business strategy. We actively and

consciously source and procure raw materials,

third-party products, and services in an

ethical, sustainable, and socially conscious way,

with quality agreements in place that set out

minimum acceptable standards. We continue

to track product safety and quality and strive to

make improvements to working conditions and

environmental performance across the group

and our supply chain. We audit compliance

against our product quality and safety standards

using the Sedex (Sedex Members Ethical Trade

Audit – SMETA) and Ideagen systems. Wellpark

Brewery has a 2-yearly SMETA audit. The audit

report is shared on the Sedex platform, which

includes data on labour rights, health and safety,

environmental practices, and business ethics.

Our intention is to begin the process to roll this

out to our other manufacturing site in Clonmel,

Ireland in the coming year. C&C also imports

Fairtrade wines. Fairtrade is about better prices,

safe working conditions, local sustainability, and

fair terms of trade for farmers and workers.

The Group annually tests business continuity

processes and procedures, to protect customers,

consumers, and the communities in which we

operate. Our processes and procedures meet

global best practice guidelines, regulatory

requirements, and the advice of local health

authorities to ensure the quality, safe production,

and distribution of the Group’s products.

In 2025, the Group will again work with RQA, a

leading product risk consultancy, to repeat the

mock product recall exercise across our Wellpark

and Clonmel sites, previously undertaken in

February 2024. This exercise demonstrated that

our processes are sound and provided insights

into how we can further improve our approach.

These improvements are being incorporated into

our ways of working. Our Clonmel and Matthew

Clark sites continue to be ISO14001 accredited

for effective environmental management systems.

Wellpark is currently going through the process

to secure ISO14001. Our Wellpark and Clonmel

manufacturing sites have the highest standard of

BRCGS accreditation of AA+ achieved in April and

October 2024, respectively. Orbital West, our key

distribution centre, is certified against the BRCGS

Storage and Distribution Standard, grade AA.

During the year, the Group were audited by the

Soil Association to maintain our licence to import

and sell organic products and passed with zero

non-conformances. Further retailer audits were

carried out at Clonmel and Wellpark to ensure that

we maintain the highest standard in systems and

processes. The sites also undergo retailer audits

for manufactured products, as well as FEMAS

(Feed Materials Assurance Scheme) (animal feed)

and AOECS (Gluten Free products) certification.

Water Optimisation and Conservation

The Group has a water efficiency target of 3.4:1

(water ratio of hectolitres extracted versus

hectolitres produced). In FY2025, continuing the

flow of continuous improvement activity with our

operations team, the Group achieved a water-

efficiency ratio of 3.3:1. Since 2020, (base year),

water usage at both Wellpark and Clonmel has

reduced (24% and 39% respectively). In 2024,

we have commissioned an air rinsing facility in our

Wellpark can line, replacing a water system that

consumed more than 14 million litres in 2023.

In addition, we continue to operate our anaerobic

digestion (water treatment) plants at both

Wellpark and Clonmel reducing sites wastewater

emissions, improving the quality of wastewater

discharged by c. 90%. In FY2025, C&C again

participated in the CDP Water Security

questionnaire and achieved a B- rating.

Waste Minimisation and Circularity

Across our manufacturing sites, C&C Group has

maintained a commitment to Zero Waste to Landfill.

Our waste management policy is guided by a waste

hierarchy approach, prioritising prevention, reuse,

and recycling where possible. In our manufacturing

sites, waste materials are source-segregated, and

in all operations waste minimisation and prevention

is prioritised. We routinely monitor our waste

streams for contamination and target improvement

through our waste KPIs. 100% of our manufacturing

by-products are recycled for use as animal feed

or organic compost. Over 20,000 tonnes of spent

grain and apple pomace were used as animal feed,

with the remainder of our waste either recycled or

sent for energy recovery.

Alignment to UN SDGs

Sustainably

produce and

source our

Products

& Services

ENVIRONMENT

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

In Clonmel, we have moved to 30% recyclate

content on pallet stretch wrap. The Group are

currently working with our main can supplier in a

further phase of can lightweighting, which aims

to remove an additional 25 tonnes of aluminium

from our supply chain each year. Our carbon

reduction programme has delivered significant

improvements, supported by a range of energy

recovery and re-use. The carbon capture facility

in Wellpark has once again supported a further

year of self-sufficiency in supply to this site. 100%

of our products are sold in containers that can

be recycled and 26% are already in returnable

formats.

Sustainable Sourcing

Where possible we locally procure the

ingredients for our beers and ciders.

Tennent’s

In Scotland, our Tennent’s range is brewed using

100% Scottish malt. Working with our suppliers

we support our barley and wheat growers

through long-term supply arrangements. We

procure malting barley from farms enrolled

in independently audited farm assurance

schemes, with over 90% of supply achieving

gold accreditation from the Farm Sustainability

Assessment (FSA). The FSA is a globally

recognised standard that supports farmers

and enables C&C Group to validate on-farm

sustainability in our supply chain.

Cider

The health and sustainability of the Irish apple

growing sector is therefore central to C&C

Group strategy. All apples crushed at the Clonmel

site to produce Bulmers and Magners cider are

sourced from the Island of Ireland. As well as

having partner growers on the island we have

165 acres of our own orchards in Co. Tipperary.

A key aspect of apple orcharding is the health

of the population of bees and other pollinating

insects. As part of our commitment to protect

the biodiversity of bees, C&C Group continue as

a patron of the All-Ireland Pollinator. This year

at our Bulmer’s site, one third of all grassy areas

are mown under a pollinator friendly regime

and 35m

of land is now dedicated to pollinator

friendly containers and a bee hotel.

C&C Group has continued the journey to

sustainably source our products and services

supported by the Ethical and Sustainable

Procurement SteerCo led by our procurement

directors and supported by our ESG, Legal and

HR colleagues who in collaboration with an

external consultant developed an action plan

as part of our five-year roadmap. Dedicated

resource has been allocated and training

provided to support delivery of this roadmap

and a new supplier on boarding portal has

been developed which embeds key policies

for suppliers and simplifies internal processes.

The long-term benefits of this project will be

improved reputation, commercial benefits

and mitigate risk to the business. By leading

in sustainable sourcing, C&C Group can meet

growing expectations amongst consumers,

customers, regulators and shareholders that

demonstrates the commitment to sustainable

sourcing. Analysing procurement processes

through the lens of ESG identifies risks (modern

slavery, human rights violations, and corruption)

and opportunities (ethical practices, supply

chain resilience and waste reduction) enabling

optimisation of systems.

Supplier Engagement

Our supplier engagement approach is

continuously reviewed and improved. Key

suppliers have been invited to present at our

Ethical and Sustainable Procurement SteerCo

to build stronger relationships and provide a

forum to share information on strategy and

approach. C&C Group continue to engage

with wine suppliers focusing on sustainability

throughout our events and communications

in the year.

Bibendum are members of Harpers Sustainability

Charter as a Sustainability Champion and the

Sustainable Wine Roundtable. Both membership

organisations provide a greater opportunity for

knowledge sharing and collaboration across the

wine producing supply chain.

C&C Group plc Annual Report 2025

Alcohol Awareness

At C&C Group we acknowledge the key role

we play in social responsibility in the local

communities we serve. We are 100% committed

to the responsible marketing of alcohol and

promoting the moderate consumption of the

products we manufacture and distribute, to

ensure they are enjoyed safely by consumers.

In March 2024, the Board of C&C Group plc

approved the Group’s Responsible Marketing

Code (‘RMC’). This sets out our commitment to

responsible marketing, guiding every aspect of

our marketing activities including but not limited

to research and development, communications,

promotion, sponsorship, experiential, sampling,

and packaging. Central to the RMC is ensuring

that all our marketing activities are only ever

directed at adults over the legal purchasing age

(‘LPA’) in the relevant territory, and to encourage

the moderate consumption of our products.

The RMC is mandatory for all our marketing,

sales, promotion, and communications activities

for both the brands which we own, but also for

third-party brands where we control (and are

responsible for) the marketing of such brands.

All Marketing, Legal, Corporate Affairs and

Communications colleagues are trained on the

RMC via mandatory training on the CAP/BCAP

and the Portman Group Codes of Practice in the

UK and CopyClear in Ireland.

The Health and Wellbeing section of the Group’s

online colleague hub – C&C4Me-, has a specific

section on Alcohol Awareness. This provides

information, resources, and tools to raise

awareness about alcohol-related issues. The site

includes a link to the Drinkaware UK website,

where colleagues can access various resources

to help them understand their relationship

with alcohol, including a drinking check, access

information on the effects of alcohol on the body

and mind and access advice and support. There

are numerous digital tools available to help

colleagues assess, track and set goals to reduce

their drinking. The training is designed to support

colleagues’ health and wellbeing and ensure a

safe working environment.

Responsible Marketing Training

C&C Group is 100% committed to the

responsible promotion of alcohol and adherence

to all legislation, and the self- and coregulatory

codes in the UK and Ireland. All C&C colleagues

working in Marketing, Communications,

Corporate Affairs, and Legal functions undertake

mandatory training on the CAP/BCAP and the

Portman Group Codes of Practice in the UK

and CopyClear in Ireland, every two years. This

builds colleague capability, protects our licence

to operate, our brands’ reputation and, most

importantly, our consumers and society. All

new colleagues, in Marketing, Communications,

Corporate Affairs and Legal functions, should

undertake the training within three months

of starting their role. During FY2025, all c80

Marketing, Communications and Group Legal

colleagues at C&C completed Portman Group

and CopyClear training. New CAP/BCAP

responsible marketing training will be rolled out

to all relevant UK colleagues again in FY2026.

Promoting 0%, Low Alcohol &

Low-Calorie Variants

Recognising the evolving trends around

consumer moderation and reduced consumption,

C&C Group has introduced low/no alcohol and

low-calorie variants of its core brands. This is

supplemented by the Group offering a broad

range of third-party low/no alcohol and low-

calorie variants to meet increasing customer and

consumer demand.

In January 2025, C&C Group partners,

Drinkaware UK, Portman Group and the All-Party

Parliamentary Beer Group, hosted a roundtable

at Westminster on no/low alcohol alternatives

and how these products have strong potential as

a strategy to help drinkers moderate or reduce

their consumption. The event was well attended

by MPs, Peers and Public Health Minister,

Andrew Gwynne.

Alcohol Labelling

Consistent with our commitment to responsible

alcohol consumption, and to ensure that

consumers are provided with the full information

on our products, we continue to work to display

Portman Group Best Practice Labelling on the

primary packaging of our major beer and cider

brands in the UK, including:

• Unit alcohol content per container

• Pregnancy logo/message

• Active signposting to Drinkaware.co.uk

• Chief Medical Officers’ Low Risk Drinking

Guidelines

• Calorie information

• 18+

• Drink drive warning

• Pregnancy warning

Sustainability Report continued

Ensure

alcohol is

consumed

responsibly

SOCIAL

Alignment to UN SDGs

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

In September 2024, the Portman Group sampled

500 alcohol products from the UK’s top brands

and demonstrates the robust voluntary industry-

wide commitment to providing consumers with

public health information.

It found near universal coverage of the

minimum guidelines:

• Over 99% of labels carry a pregnancy warning

logo or message.

• 96% carry alcohol unit content information,

up from 94% in our 2021 review.

• 86% carry the UK Chief Medical Officers’

guideline not to regularly drink more than

14 units per week, up from 79% in our

previous review.

• 92% carry a reference to Drinkaware or other

responsibility messaging.

• 74% of labels use a box to explicitly separate

information for consumers, including 86%

of products which carried the Chief Medical

Officers’ Guideline.

The research also revealed significant increases

in many brands going above and beyond

the guidelines and showcasing additional

elements such as calorie information, drink

driving warnings and age restriction – further

demonstrating a serious and widespread

commitment to responsible marketing and

tackling harm. Over half (51%) carry calorie

information on labels and over a third (38%)

carry a warning against drink driving, as well

as over a third (36%) carrying age restriction

warnings. These are all increases since the

Portman Groups last market review in 2021.

C&C Group and the Portman Group have

proactively worked to ensure that alcohol

labelling is both socially responsible and

informative for consumers, and by adopting

latest industry Best Practice Guidance, ensures

consumers have access to more product and

health information than ever before.

In Ireland, C&C Group continues to work to meet

the labelling requirements of the Public Health

(Alcohol) Act requirements by 2026.

Target zero instances of non-

compliance with industry and

regulatory marketing codes

In FY2025, C&C Group achieved zero instances

of non-compliance with industry and regulatory

marketing codes.

Supporting Drinkaware and Drinkaware.ie

We include “Drinkaware” & “Drinkaware. i.e.” and

responsible drinking referencing prominently on

all our owned brand communications (including

TV, out of home, social media and on our

sponsorship media assets) in the UK and Ireland.

Portman Group

C&C Group continue to support Portman Group,

the social responsibility body and regulator for

alcohol labelling, packaging and promotion in

the UK, whose aim is to deliver higher standards

of best practice and ensure the responsible

marketing and promotion of alcoholic products.

The Group accesses Portman Group services

including training and advice on how to market

in line with Codes of Practice and research into

alcohol trends. C&C Group participates fully in

all Portman forums including Council and Public

Affairs Directors meetings and supports their

work on key industry initiatives including:

• Launch of Regulatory Audit – significant

proactive independent audit to measure

responsible marketing/compliance with Codes

of Practice across the alcoholic drinks market.

• Market Review of Labelling (see above) –

emphasising the alcohol industry’s ongoing

commitment to delivering the highest

standards of voluntary best practice regarding

alcohol labelling and ensuring that consumers

are able to make an informed choice about

their alcohol consumption.

C&C Group plc Annual Report 2025

Safety KPIs

Target Units FY2025 Target Feb-25

Lost time injury

frequency rate (LTIFR)

Number of lost time incidents per

200,000 hours worked in reporting period

3.78 3.79

Reportable injury

frequency rate (RIFR)

Number of reportable incidents per

200,000 hours worked in a reporting period.

1.87 2.07

Sustainability Report continued

Health and Safety

Our main priority will always be the health, safety,

and wellbeing of our employees: recognising

the key importance of delivering better safety

standards and improving the wellbeing of our

colleagues. C&C Group prioritise the continual

improvement of occupational health and safety

standards. Establishing a positive health, safety

and wellbeing culture is essential to protect

workers and uphold productivity.

This year, we set out our three-phase strategic

roadmap designed to empower employees in

achieving our mission that everyone is Safe Home

Every Day.

1. Defined Standards

We continue to develop a framework of Group

Management standards that create consistency

in how we manage health, safety and fleet

compliance across all business areas, providing

a consistent set of tools to ensure we deliver the

highest standards of safety for all colleagues. Our

goal is to achieve Group ISO 45001 Certification

in FY2027.

Through robust incident reporting, investigation

and review processes establishing root causes of

incidents, we have improved incident data and

the ability to analyse trends – enabling us to be

much more targeted in our approach to incident

reduction strategies.

2. Improved Capability

Our people are key to our success, and it is

vital that every team member understands the

part they play in ensuring we meet our Safety

Commitments across the Group.

To support this, we launched the Health, Safety

& Fleet Centre of Excellence delivering a group

wide capability programme aimed at both

effective operational training and essential skills

for Managers and appointed roles.

Our Capability framework provides a robust

programme of continuous learning in good safety

practice through a combination of e-learning

awareness modules, classroom-based workshops

and task based practical training.

In FY2025 we introduced the Health &

Safety Essentials e-learning module and

six new workshops in essential health and

safety management skills. We will continue

to expand on the number of e-learning and

workshops provided, with increased focus on

the improvement of safe work procedures and

effective operational training in the coming year.

3. Empowered Colleagues

With roles and responsibilities understood, we

believe in removing risk through a culture of trust

accountability and learning.

Creating an understanding of error traps and

risk-based behaviour, we are all empowered

to act and hold each other to account with the

common goal of ‘doing the right thing’.

Although we failed to meet our KPIs, we did

achieve a 6% reduction in lost time injuries

reported per 200,000 hours, worked reducing

our Lost time injury frequency rate from 4.03

to 3.79.

Our ambition is to further improve on this

baseline and achieve a 30% reduction overall in

lost time injuries by FY2028.

Enhance

Health and

Safety,

Wellbeing &

Capability of

Colleagues

SOCIAL

Alignment to UN SDGs

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

Supporting Colleagues’ Wellbeing

The physical and mental wellbeing of our

colleagues is a business priority, and across our

different business locations we have a range

of on-site and local medical and physiotherapy

support, occupational health support, online

doctors, private medical insurance, life assurance,

an Employee Assistance Programme and

trained onsite physical and mental first aiders.

We will continue to monitor the uptake of

current provisions and review potential future

requirements to support our colleagues’ health

and wellbeing.

Learning & Development Programmes

Creating the Environment for our Colleagues

to Thrive

As part of Priority 3 of our 2-year DE&I strategy

(below), we have progressed in our talent

strategy through specific skills and leadership-

focused development opportunities. This is being

supported with the launch of our new learning

platform The Learning Tap, which will enable the

targeted roll-out of online development across

different colleague communities and provides a

platform for curious learners to seek their own

personal development paths.

As we launch and embed our new Career

Framework, we will focus on inspiring,

recognising and rewarding great performance.

Our people managers will make the biggest

difference to individual and team performance

and will be the ones who create the environment

for our colleagues to thrive.

Cyber Training

Our Security training programme comprises

three components: annual mandatory security

awareness training, monthly phishing tests,

and monthly awareness comms with optional

supplementary training on a chosen subject.

All colleagues with computer accounts are

automatically enrolled. We track the number of

phishing tests a user clicks on with the training

increasing in length and detail for those who fall

foul of multiple phishing tests over the course of

the year. Over the course of the year 368 users

clicked on one test, 76 clicked on two tests, 14

clicked on three tests and only one user clicked

on four tests. While some of these are marginally

up on last year, we have increased the difficulty of

the tests and randomised these so each colleague

will receive a different test from a pre-selected

set each month. Mandatory awareness training

was completed by 87% of users.

Embed key codes

The Group continues to roll out online policy

compliance training to all Commercial.

Procurement, Marketing and Legal

colleagues created by legal specialists,

ZING on:

• Anti-Bribery and Corruption

• C&C General Data Protection Regulation

• C&C Modern Slavery

• Competition Law – C&C Group

• Fraud Prevention

• Information Security C&C

• Other C&C Group Policies

C&C Group plc Annual Report 2025

Sustainability Report continued

Diversity, Equity, and Inclusion

Our people are at the heart of our success, and

we are committed to fostering a fair and inclusive

workplace where everyone can thrive.

For details on our Board Diversity Policy,

please see the Nomination Committee Report

on pages 100 to 107.

A two-year DE&I strategy was launched in

January 2024 underpinned by three priorities:

Priority 1: Champion gender diversity with an

ambition to achieve 30% representation of

women in senior leadership roles by 2026

This has been achieved within the first year with

44% of senior leaders being female at the end

of FY2025. We have introduced more diverse

hiring panels, gender-balanced shortlists where

possible and have implemented training for

more than 60 hiring managers with a focus on

unconscious bias to ensure a fair and objective

valuation of candidates.

Priority 2: Champion employment

opportunities for people with

underrepresented and disadvantaged

backgrounds by providing employment

opportunities at C&C by the end of 2026

Through partnering with The Big Issue, by the

end of FY2025 we had hired 19 colleagues across

our depot network. Further Big Issue recruitment

will be rolled out across other depots in FY2026.

Priority 3: Create opportunities for all

employees to fulfil their potential and

take responsibility for their careers

We had a successful year in the talent

development space, and whilst recognise

there is still a lot to do.

Across FY2025, there were 33 colleagues on

apprenticeship programmes across the business

in Finance, Technology and Human Resources.

We launched an Excel in Logistics apprenticeship

programme in Q4 FY2025 for aspirational

warehouse and depot managers and our second

cohort of Leading to Win, an early-stage people

management programme, ran for 17 people

managers during the year.

Manager Fundamentals, an internally

developed modular programme focusing on

building a positive culture, impactful and clear

communication and inclusive leadership ran over

six months, with 334 managers engaging with

the content.

Gender Pay Gap Reporting

In our 2024 Gender Pay Gap Report we

reported that although our gender split

across the Group is 75% male and 25% female

(Republic of Ireland 84% male and 16% female;

UK 73% male and 27% female), our Mean

and Median Gender Pay Gaps are in favour of

female employees, meaning that on average,

women are earning more than men. Together

with our pay quartile analysis, currently

female representation in senior roles is higher

compared to the overall proportion of the

female workforce across our UK and Irish-

based businesses. This is consistent with our

FY2023 Gender Pay Gap metrics.

This outcome is influenced by the gender

distribution across difference areas of our

business, with more male colleagues in

Manufacturing and Distribution and more

female colleagues in Finance, Human Resources

and Marketing, reflecting the wider workforce

more generally.

Whilst our 2024 Mean and Median Gender Pay

Gaps are in favour of female employees across

the UK and Republic of Ireland, we recognised

there is still progression to be made to increase

the representation of women across our Group.

In the medium-term, we will continue to focus

on two priorities to drive progress in this

important area:

(i) Attracting female talent into our organisation

and into roles and business areas that have

previously been less gender balanced; and

(ii) Retaining female talent in our organisation by

identifying personal growth and development

opportunities and embedding clear

succession planning.

Colleagues and Culture

FY2025 has seen considerable change across the

Group, and we do not underestimate the impact

this has had on our colleagues. Senior leaders

have been listening to colleagues to understand

how they are feeling and the suggestions for

making C&C a great place to work.

Employee Engagement Tracking

We received an excellent response rate to

our Employee Engagement Peakon survey in

November 2024 at 82% (an increase from 78%

in FY2024), which demonstrates how keen our

colleagues are to share their views with us. We

received over 14,070 free text comments and

saw improvements in five out of 17 drivers of

engagement. As a result of colleague feedback,

we set up action planning initiatives focusing

on the areas most important to our colleagues

within each function and are monitoring progress

and feedback on an ongoing basis.

Build a more

Inclusive,

Diverse and

Engaged C&C

GOVERNANCE

Alignment to UN SDGs

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

During the year we held 17 Executive-led

listening sessions with 480 colleagues to capture

feedback and insights from colleagues around

our business to inform the Executive and Board

strategy sessions in the autumn. The less formal

nature of the sessions and use of an audience

interaction platform, Slido, provided an additional

lens on employee engagement, and was very

well-received by colleagues. We were particularly

pleased to hear colleagues are proud of C&C’s

unique People, Brands and Heritage.

Non-Executive Director/

Employee Engagement

Our Designated Employee Non-Executive

Directors, Chris Browne and Sarah Newbitt,

hosted eight listening sessions to bring

colleagues’ voices into the Boardroom. These

have been valuable sessions highlighting where

the action planning and improvements are

making a difference, as well as areas where there

is still further to do.

Further detail on these sessions can be found

on page 77.

Whistleblowing with confidence

At C&C, we work hard to foster a safe, inclusive

working environment. We have a zero-tolerance

policy for all forms of bullying, harassment and

discrimination, and we want to ensure that

everyone has the ability to speak up about

injustices they may experience or witness.

We operate ‘Vault’ which is a simple, safe and

confidential app and online platform that allows

employees to raise any concerns they may

have about wrongdoing. No reports have been

registered in the financial year relating to modern

slavery or human trafficking.

Human Rights

C&C is committed to doing business with respect

for human rights and to implementing and enforcing

effective systems and controls to guarantee that

human rights are not being breached.

The Group has in place the following policies and

procedures in respect of this commitment:

• An Anti-Bribery and Corruption Policy which

outlines our zero-tolerance approach to

bribery (see below).

• A Sustainable and Ethical Procurement

Policy which the Group is in the process

of refreshing.

• The Group’s overall commitment to

safeguarding human rights is set out in the

C&C Group plc Code of Conduct, which all

employees and business units are required

to apply. The Code states that C&C Group

does not tolerate forced, bonded or

involuntary labour.

• During this financial year, the Group

introduced a Human Rights Policy which

complements the Code, which again outlines

that we categorically reject forced and

compulsory labour in any form.

• We also have in place a Whistleblowing Policy,

and associated app which allows individuals to

speak up about any concerns they may have

on a confidential basis (more information on

these is set out above).

The Group is committed to ensuring that:

• We supply high quality products that are

sourced and manufactured in a fair, ethical

and environmentally responsible way.

• We have a zero-tolerance approach towards

modern slavery and human trafficking within

our business, including our manufacturing and

supply chain.

• Our workers are encouraged to report any

concerns they may have, and management is

required to act upon them.

The Group confirms there were no concerns

raised in FY2025 regarding modern slavery, child

labour or human trafficking.

A copy of our Code of Conduct, Modern Slavery

and Human Rights Policies are available on our

website candcgroupplc.com/code-of-conduct/.

Anti-Bribery and Corruption

Our Anti-Bribery and Corruption Policy and

accompanying training materials are designed to

be straightforward and direct so that it is clear

to all employees what they may or may not do as

part of normal business transactions. The Policy

applies to all colleagues in the Group equally. It

is written to ensure that legitimate and honest

business transactions can be distinguished from

improper and dishonest transactions. This Policy

and the accompanying training will be tracked

to monitor understanding and adherence to the

Policy. KPIs have been established for those areas

where we believe the potential impact on the

Group is material. During FY2025, no incidences

of bribery or corruption were uncovered across

the Group.

A copy of our Anti-Bribery and Corruption Policy

is available on our website candcgroupplc.com/

policies-and-terms/.

CASE STUDY

Our latest ‘Leading to Win’ cohort kicked

off their programme by taking part in a ‘Big

Challenge’ event in partnership with the Big

Issue – a unique and impactful experiential

learning event. Taking to the streets to sell

the Big Issue magazine, under the expert

guidance from Big Issue vendors, gave

our colleagues the opportunity to embed

pivotal learning outcomes and supporting

future leaders to:

• Enhance self-awareness and

emotional intelligence.

• Uncover learnt behaviours and

unconscious bias.

• Develop skills to lead and inspire others.

• Influence others positively.

• Communicate with confidence.

• Hone empathy.

• Strengthen personal resilience.

We have worked with The

Big Issue across a number

of Big Challenge days and

the feedback has been epic

– many of our team have

had humbling, life affirming

experiences because of

their involvement.”

Claire Alexander

Head of Talent Development

C&C Group plc Annual Report 2025

Sustainability Report continued

Building Meaningful Charity Partnerships

C&C Group is committed to the communities

in which it operates and undertakes a range of

initiatives that benefit our local communities.

Colleague Volunteering & Charity Policy

We know that volunteering creates mutual

benefit for C&C, our local communities, and our

colleagues. Alongside a positive contribution

to the local economy, volunteering also

enhances the health, wellbeing, and capability of

colleagues. To support this, C&C has in place a

Colleague Volunteering & Charity Policy, which

offers colleagues time off to volunteer, whether it

be through Big Issue Group, Inner City Enterprise

(ICE) partnerships, or local charities, community

initiatives and causes that are of personal interest

or relevant to our brands and Business Units.

The Big Issue Group – UK

C&C Group are now in our third year of our

partnership with the Big Issue Group (‘BIG’),

whose aim is to change lives through enterprise

for marginalised communities across Great

Britain. This partnership is aligned with our

charitable agenda across homelessness,

addiction, mental health, and poverty. Working

with C&C Group colleagues and the brilliant team

at the BIG, we are looking to play a meaningful

part in tackling these complex social issues.

As the partnership matures, we continue to focus

on progress being made across the four pillars.

Volunteering and Mentoring

BIG Challenge Days

In the first two years of the partnership, 29

C&C Group colleagues have participated in four

challenge day events across Bristol, Glasgow

and London. BIG Challenge Days provide an

opportunity for immersive team building and for

participants to gain a deeper understanding of

the life of a Big Issue vendor and the difficulties

they face. The benefits gained from participating

in challenge days has seen this event integrated

into the C&C Group ‘Leading to Win’ leadership

programme from early 2025. (see Case Study on

page 37).

Power Up London

Seven C&C Group colleagues have volunteered

to be mentors as part of the Big Issue Power Up

London mentoring programme to support early-

stage social enterprises. Mentoring allows C&C

Group colleagues to use their specialist skills to

champion a meaningful cause while developing

personally and expanding their network.

Sheltered Pitches and Events

Over the last year C&C Group has provided

13 sheltered pitch opportunities for vendors,

exceeding our target of ten. Hosting a vendor

at one of our sites offers a warm, safe and

welcoming environment to sell and build a new

customer base. We have established a regular

sheltered pitch at Wellpark hosting familiar

vendors, which colleagues have grown to know

and support.

Big Issue Recruit

The funding and support C&C Group has

contributed over the partnership has been crucial

to the success of Big Issue Recruit. Training for

managers has been updated and will continue

to be rolled out in 2025 to increases the number

of opportunities we are able to offer. The social

value attributed to this pillar extends further

to those candidates in employment with C&C

Group supporting candidates on their journey

with training, interview skills and CV support.

Cause Related Marketing

C&C Group extended our support to The Big Issue

offering exposure to our vast audience through

our communication channels and multi-channel

marketing. A new initiative for our third year trialled

the donation of our media assets during high profile

games. Following the placement in September

2024, a significant increase of 500 magazine

sales were reported in the region generating an

additional £1,000 in revenue for local vendors.

Inner City Enterprise (ICE) – Ireland

C&C Group continues to partner with ICE,

our valued community partner in Ireland. ICE

is a not-for-profit charity established in 1992

and relaunched in 2012 to help unemployed

individuals to establish their own businesses

in Dublin’s Inner City supporting over 4,000

businesses in this period. Our partnership strives

to benefit both parties, C&C Group partaking in

mentoring roles for enterprise participants and

delivering training sessions covering important

business requirements to attain success. C&C

Group employees volunteering their time will be

given the opportunity to share their skills and

experience with ICE participants benefiting their

own career and personal development.

Other Community Partnerships

C&C Group continues to support a range of

charitable organisations across GB and Ireland.

In 2025, Matthew Clark has again partnered

with PubAid and the All-Party Parliamentary

Beer Group to support the Community Pub

Hero Awards, recognising the critical role

that hospitality plays across the UK in helping

Collaborate

with

Government,

NGOs, and

Industry

programmes

GOVERNANCE

Alignment to UN SDGs

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability Report continued

communities. Tennent’s has a longstanding

partnership with The Benevolent Society of

Scotland (‘The Ben’), which aids people of all

ages who have worked in the licensed trade

for at least three years full-time. Beneficiaries

receive annual financial assistance as well as

discretionary grants for emergency situations. In

addition, we support Best Bar None in Scotland,

a national accreditation and award scheme for

licensed premises. Participants are given support

and advice to improve the safety of their staff,

premises, and customers and to adopt high

management standards.

Liaising with Government and NGOs

We are members of the UK’s National Association

of Cider Makers (‘NACM’), which works closely

with apple growers and the agricultural

communities in cider regions in the UK. This

working relationship puts us at the heart of

many UK Government discussions relating to the

responsible use of alcohol and sustainability. The

NACM is also engaged with tax and regulatory

departments and opinion-forming bodies having

an interest in cider and alcohol generally.

In GB, C&C Group are also members of the

British Beer and Pub Association, Wine and

Spirit Trade Association, UK Hospitality and the

European Cider and Fruit Wine Association. In

Ireland, C&C are members and actively support

the work of Drinkaware.ie, the Licensed Vintners

Association, the Vintners Federation of Ireland,

and Hospitality Ulster. These memberships build

our knowledge and understanding in critical

areas and allow us to champion the future of our

industry with policy makers and governments.

C&C also sit on the Steering Committee of the

Westminster All-Party Parliamentary Beer Group

and the Scottish Cross-Party Group on Beer

and Pubs.

In March 2024, C&C were invited to participate,

alongside 13 other organisations, in the Scottish

Cross-Party Group on Beer and Pubs inquiry on

what ‘Brand Scotland’ means for the Scottish

beer and pubs sector. While calling out the

huge economic contribution, the inquiry also

recognised that “Scotland’s breweries and pubs

are woven into the proud heritage of our nation.

They’ve been the living, beating heart of Scottish

communities for generations. It is difficult to

think of any other sector that so embodies ‘Brand

Scotland’ to our communities and visitors.”

Extended Producer Responsibility

(EPR) – UK

Over the last two years C&C have submitted

packaging data to the Department of

Environment, Food and Rural Affairs (DEFRA) to

meet obligations and understand resulting fees

under legislation introduced on 1 January 2025,

to address packaging waste, improve recycling

and build circular economy. C&C are committed

to these objectives and have been working with

DEFRA and our Trade Associations to address

issues around the implementation of the

regulations. These include the late confirmation

of fees (expected June 2025) and the ‘on-trade

double count’ in hospitality that sees pubs, clubs

bars, hotels and restaurants pay both EPR fees

and their own commercial waste contracts.

C&C also continues to work with DEFRA

and Trade Associations to prepare for the

implementation of ‘modulated fees’ in 2026.

This will incentivise the use of recyclable materials

by placing higher fees on less recyclable materials

and lower fees on more recyclable materials.

Deposit Return Scheme (DRS) – UK

C&C supports the aims and objectives of a

well run and implemented Deposit Return

Scheme. We continue to work with DEFRA, UK

Governments and Trade Associations on the

introduction of DRS (aluminium, steel and PET

containers). in October 2027. Alongside our

industry partners, to reduce cost and complexity,

C&C are seeking one fully interoperable scheme

introduced across the four nations of the UK

at the same time. The Group has worked with

industry and DEFRA on the appointment of the

Deposit Management Organisation (May 2025)

and looks forward to the confirmation of the

required detail on the scheme to allow planning

and meet the extremely challenging critical

path associated with an October 2027

implementation date.

C&C Group and the industry continue to work

with the Welsh Government to understand the

implications of their announcement in November

2024, that they planned to introduce their own

bespoke DRS scheme including glass. Wales

decision to implement its own DRS means there

will not be one fully interoperable scheme across

UK. Currently there are no details on proposals

and timings, although the Welsh Government

have confirmed that October 2027 is not a

realistic timescale. C&C will continue to work

with Welsh Government and trade bodies to

develop and introduce an efficient scheme that

minimise the cost and complexity of a bespoke

scheme in Wales.

Tax

The Group takes its responsibilities as a corporate

citizen seriously. This includes respecting and

complying with local tax laws and paying the

required and appropriate levels of tax in the

different countries where we operate. We

claim the allowances and deductions that we

are properly entitled to, for instance, on the

investment and employment that we bring

to our communities. We benefit from having

always been an Irish company, established in the

Republic of Ireland’s corporate tax environment,

with our major cider production unit located

in Clonmel and the Group is headquartered in

Dublin. The majority of the Group’s profits are

earned in Ireland and the UK, which both have

competitive corporation tax rates compared

with the European average. In Ireland and the UK,

we remit substantial amounts of duty on alcohol

production, as well as VAT and employment taxes.

C&C Group plc Annual Report 2025

Task Force for Climate Related Financial Disclosures

Response to Climate Change

This constitutes the Group’s third disclosure

utilising the Task Force for Climate Related

Financial Disclosures (‘TCFD’) Recommendations

and Recommended Disclosures (‘TCFD

Recommendations’). Consideration of these

recommendations supports the Group in

factoring climate change into strategic

decisions in a formalised and robust manner

and also supports our climate reporting and

the development of our transition plan. We are

committed to ensuring that we continue to

improve our climate-related disclosures over

the coming years.

In accordance with LR 9.8.6R(8), we are

required to include a statement in this Annual

Report and Financial Statements setting out

whether the Group has included climate-related

financial disclosures consistent with the

TCFD Recommendations.

We have included climate-related financial

disclosures in this Annual Report and Financial

Statements consistent with the TCFD

Recommendations, except for the following:

• Formally embedding climate-related risks

and opportunities (‘CROs’) within our

strategy and financial planning

(Recommendations Strategy (b)).

• Identifying and monitoring metrics and

targets aligned to all of the climate-

related risks and opportunities that were

identified as part of our scenario analysis

(Recommendation Metrics & Targets (a)

and (c)).

These recommendations are currently under

review and will be updated in line with broader

group efforts to meet the requirements under

CSRD. Time frame for disclosure will therefore

correspond with time frame of adoption of CSRD.

Governance

C&C Group’s Board of Directors has the ultimate

responsibility for overseeing the Group’s climate-

related risks and opportunities and for ensuring

that climate change matters are considered

when reviewing and guiding the Group’s strategy,

including undertaking major plans of action and

capital expenditures. Moreover, climate change

is also integrated into decisions regarding C&C’s

annual budgets, business plans and performance

objectives (refer to the Strategy section below

which discusses how we are using the results of

our quantitative scenario analysis for financial

planning, for example). Board members attend

quarterly Sustainability Committee meetings

and are therefore kept abreast of key climate

developments, such as the Group’s Transition

Plan which is a standing agenda item.

Training

During FY2023, the Board received training

on climate scenario analysis and the strategic

considerations for C&C. During FY2025, the

Board and the Executive Committee continued

to receive training in the format of workshop

sessions discussion topics in the context of

the CSRD with a significant focus on climate

considerations. The Board and the Group

Executive Committee will be undertaking

training sessions in Q2 of FY2026 to increase

our leadership’s knowledge, understanding

and awareness of sustainability-related issues

(including climate). The training sessions

will include sessions focusing on particular

sustainability topics, as well as broader sessions

which will focus on integrating material

sustainability topics into Board decisions.

Additional training across relevant management

functions and teams will also be rolled out in

Q2 of FY2026. These training sessions based

on CSRD Reporting will focus on items such as

target setting, action plans, data management

and metrics, and the implementation and

monitoring of the same to ensure performance

is improving.

Governance structure

C&C Board of Directors

Sustainability Committee

Group Executive Committee

Sustainability Management

Committee

Task Force for Climate Related

Financial Disclosures (TCFD)

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Task Force for Climate Related Financial Disclosures continued

Sustainability Management Committee structure

Chair of Sustainability

Management Committee

Chief Operating Officer

Secretary of Sustainability

Management Committee

Head

of ESG

Head of

Procurement

Senior

Legal Counsel

Business

Partner

CEO and

member of

Sustainability

Committee

Head of

Group

Engineering

Deputy

Company

Secretary

Group

Director

of Finance

Governance, Materiality, Risk, Data, Reporting and Communications

During FY2025, to support our Supply Chain

Screening approach, CDP delivered training to

C&C Procurement and Commercial functional

colleagues, as well as for relationship managers

and buyers on how supply chain screening and

collaborating with suppliers and customers can

play a vital role in tackling environmental harm

and achieving global climate goals.

The Sustainability Committee has delegated

responsibility from C&C Group’s Board of

Directors over some elements of oversight of

climate change. Please see pages 97 to 99 for the

Sustainability Committee report which contains

its responsibilities and matters considered

during the year. The Chair of the Sustainability

Committee is responsible for providing the Board

of Directors with an update on all sustainability

matters, including climate change.

Recognising the importance of climate

change and sustainability matters for the

Group, all Board members participate in the

Sustainability Committee meetings, such that

the entire leadership is made aware of relevant

sustainability and climate-related matters, so that

these can be further taken into account for wider

strategic purposes and business decisions.

Furthermore, C&C Group policy is to assign an

Executive Committee owner for each principal

risk on the Group Risk Register. Starting from

FY2021, Sustainability and Climate Change

has been identified as a principal risk for C&C

Group. Therefore, climate risks are continuously

reviewed and considered in Risk functions and at

an executive level. During FY2025, C&C Group

has welcomed a new Director of Risk and Internal

Audit, who is further supporting this effort.

Please see pages 54 to 61 for more details about

the Group’s Risk Management. In response to the

identification of Climate Change as a principal

risk. ESG Risk including Climate Risk is now a

bottom-up process, reviewed at Sustainability

Management Committee, build into the Group

Risk approach and is reviewed at Group Risk &

Compliance Committee.

During FY2024 C&C Group reassessed the

governance structure over sustainability

topics more broadly and established a new

Management-level Sustainability Committee in

March 2024. The Sustainability Management

Committee (‘SMC’) has been established to

oversee and enhance the embedding of ESG,

including climate change considerations,

within C&C Group. The SMC directly reports

to the Sustainability Committee, providing

regular updates and recommendations for

strategic alignment.

The roles and responsibilities of the SMC are

as follows:

• Take a Materiality approach to define and

implement ESG policies and practices that

align with the Company’s overall strategy

and industry best practices.

• Identify and assess ESG risks and

opportunities, providing recommendations to

mitigate risks and capitalise on opportunities.

• Monitor and report on the Company’s ESG

performance against established goals

and benchmarks.

C&C Group plc Annual Report 2025

Task Force for Climate Related Financial Disclosures continued

• Engage with stakeholders, including

Shareholders, employees, customers,

suppliers, and communities, to ensure

a comprehensive understanding of ESG

concerns and expectations.

• Regularly review and update the ESG policy

framework in response to evolving regulatory

stakeholder requirements.

• Establish and oversee initiatives aimed

at reducing the environmental impact,

promoting diversity and inclusion, and

ensuring ethical business conduct.

The Committee consists of cross-functional

members representing key business areas,

including but not limited to sustainability, finance,

supply chain, human resources, manufacturing,

company secretariat and legal. The Chair of the

Committee is the Group Executive Member with

responsibility for ESG.

Separate from this, C&C Group has an Ethical

and Sustainable Procurement Committee

which seeks to embed climate considerations,

as well as other sustainability considerations

into the Group’s procurement practices. This

Committee also meets monthly and reports to

the Sustainability Management Committee.

The work of the management committees is

supported by the ESG Working group. This is a

core working group focused on initiating and

overseeing projects related to ESG matters and

providing feedback on ESG initiatives to the SMC.

The remuneration report on page 108 contains

details on the ESG related metrics considered

by the Sustainability Committee. In relation to

climate change, these remain unchanged from

FY2024 and include the following metrics:

Strategy

C&C Group has pledged to be a carbon-neutral

business by 2050. We have grounded our

emissions reduction targets in climate science

through the SBTi, which were validated

during FY2023.

Our Approach to Identifying Climate-

related Risks and Opportunities

In FY2023, we collaborated with external

consultants to support us in carrying out a

quantitative scenario analysis on the CROs

previously identified, to further understand and

to quantify the impact that climate-related risks

and opportunities could have on the Group.

This quantitative scenario analysis exercise was

finalised in Q1 of FY2024. The Sustainability

Committee reviewed the CROs during FY2025

and determined that they are still relevant to

the business, and that no further changes were

required for FY2025.

The process for climate risk management is

currently under review and will be updated in

line with broader group efforts to meet the

requirements under CSRD.

These CROs were identified in FY2022 through

workshop sessions involving external consultants

and a range of key stakeholders within C&C

Group and utilised the existing Risk Management

framework (as described on pages 54 to 61 of

the annual report) to assess the impact and the

likelihood associated with each CRO. The time

horizons were reviewed in order to take into

account the fact that climate change will manifest

itself over a longer period of time.

Metric Target Relevant to

Carbon reduction for

the Group

The Group Company has set

a target to reduce its Scope 1

emissions and Scope 2 emissions

over the three financial years

ending with FY2025 as follows:

• Threshold – 6% reduction

• Maximum – 12% reduction

Executive Directors

1. Scope 1: direct emissions from owned or controlled sources, which includes emissions from Group-owned or operated facilities and vehicles.

Scope 2: indirect emissions from the generation of purchased energy e.g., electricity, steam, heat, and cooling.

Time Frame Description

Short-term Present day to 2027

Medium-term 2027 to 2032

Long-term 2032 to 2050

Financial Statements Additional InformationGovernance ReportStrategic Report

Task Force for Climate Related Financial Disclosures continued

The time frames, which focus on when the identified CRO is likely to begin having a

significant impact on the business’ goals and objectives, were approved for use by the

Sustainability Committee:

Our Identified CROs

Please find below the CROs that are most relevant for the Group, which

were determined based on the methodology described on page 40.

The process for climate risk management is currently under review and will be

updated in line with broader group efforts to meet the requirements under CSRD.

Transition Risk

1. Climate change levy/Carbon tax

Physical Risk

2. Effects on ingredient production due to climate change

3. Water scarcity reduces availability of water for production

6. Floods disrupt production and distribution at Clonmel facility

7. Disruption to supply chain and distribution network due to extreme weather

Opportunity

4. Invest in low carbon intensity supply chains and distribution networks

5. Sustainable trends in consumer demand

Heat Map

* As defined in our Group Risk Register.

Remote Unlikely Possible Likely Highly Likely*

Minor Moderate Significant Major Intolerable*

3 2 1

C&C Group plc Annual Report 2025

Task Force for Climate Related Financial Disclosures continued

TCFD CRO Category Time Horizon

Value Chain Impact

and Divisional impact

Description of impact prior to any mitigating

activities being considered

Management of Risks

and Opportunities

Link to relevant

Metric(s) and Targets

1. Climate Change Levy/Carbon Tax

Transition risk

– policy & legal

Transition risk

– technology

Short term Upstream, Production

& Distribution

Branded

Wholesale

The Group’s primary production sites

are located in geographical locations

either with a Carbon Tax (Ireland) or

Carbon Levy (UK). These costs are due

to increase substantially between now

and 2030. Moreover, the increased

pricing of GHG emissions means that

The Group’s operational costs will

increase (e.g. heating).

The Group will reduce its carbon

emissions in line with our SBTi target.

The Group continues to explore

avenues to invest in low carbon

intensity supply chains and in cleaner

technologies, for example, further

opportunities to decarbonise the

distribution fleet are being explored

into FY2026.

Scope 1, Scope 2 and Scope 3 emission and

emission reduction targets.

2. Effects on ingredient production due to climate change

Physical risk

– chronic

Long term Raw materials

Branded

Wholesale

Changes in precipitation patterns and

extreme variability in weather patterns

will adversely affect barley, maize,

wheat, malt, apple and apple juice,

and wine production therefore

affecting the Group’s supply chain

and production capabilities.

The Group has assessed the climate

related risk to each ingredient on an

individual basis. The results will begin

to be incorporated as we roll out our

Sustainable Sourcing strategy

from FY2026.

CDP Supplier Screening programme/Science

Based Target Scope 3 Engagement Target.

3. Water scarcity reduces availability of water for production change

Physical risk

– chronic

Long term Raw materials &

Production

Branded

Wholesale

Potential for long-term changes in

ground water levels due to reduced

precipitation may affect the availability

of water for production (the Group

uses water as both a product

ingredient and as a plant cleaning

medium) and enhance regulatory

controls over seasonal water

extraction activities, disrupting

The Group’s production.

Each of the Group’s sites has an active

water management programme. This

includes an ongoing assessment of the

water scarcity risk to each production site.

In relation to raw materials, during

FY2024 the Group extended its

assessment to collect more detailed

responses to water-related queries

from suppliers.

The Group will engage with its suppliers

on their water management policies

and establish if they have conducted a

risk assessment which covers climate-

related water stress.

Monitoring of water usage in C&C’s facilities.

At the Clonmel facility, well levels are

monitored on a continuous basis – using the

SCADA (Industrial automation system). The

production volume and associated water usage

has decreased by 20% over the past 5 years,

thereby contributing to the mitigation of

this risk.

Our current water metrics are under review

and will be updated in line with broader group

efforts to meet the requirements under

CSRD. Time frame for disclosure will therefore

correspond with time frame of adoption

of CSRD.

Financial Statements Additional InformationGovernance ReportStrategic Report

Task Force for Climate Related Financial Disclosures continued

TCFD CRO Category Time Horizon

Value Chain Impact

and Divisional impact

Description of impact prior to any mitigating

activities being considered

Management of Risks

and Opportunities

Link to relevant

Metric(s) and Targets

4. Invest in low carbon intensity supply chains and distribution networks

Transition Opportunity

(Resource Efficiency)

Long term Distribution

Branded

Wholesale

Opportunity to mitigate the increase

in production, transportation, and

distribution cost due to the increase

in energy prices by transitioning to

lower-carbon options. This could allow

The Group to lower costs with respect

to our competitors.

The Group actively assesses low carbon

distribution options as the leading final

mile delivery partner to the on-trade in

the UK and Ireland. Electric vehicles were

introduced into the Group’s fleet during

FY2024 and further decarbonisation

options are being explored for FY2026.

The Group will continue to work with

our partners through our Supply Chain

engagement programme to help them

lower their carbon emissions from

distribution. During FY2025, the Group

directly engaged to check on the status of

target setting activities of select suppliers

as part of the ongoing CDP Supplier

Engagement Programme, 54% of target

suppliers have SBTi in place.

Metrics and targets to manage this opportunity

are currently being developed by the Group.

5. Sustainable trends in consumer demand

Transition Opportunity

(Resilience and Market)

Short term Sales & consumers

Branded

Strong corporate climate change

management enhances credibility

and strengthens relationships with

stakeholders leading to potential new

revenue opportunities. Additionally,

given that The Group’s production,

distribution, and crop sites are

relatively close to each other, this

could have a positive impact on carbon

labelling and reputation as consumers

increasingly look for locally sourced,

low carbon products.

The Group will continue to utilise in-house

consumer insight and external sources

to develop/execute meaningful brand

sustainability campaigns (Life is Bigger

than Beer – Tennent’s and Save the Bees

– Bulmers).

Metrics and targets to manage this opportunity

are currently being developed by the Group.

C&C Group plc Annual Report 2025

Task Force for Climate Related Financial Disclosures continued

TCFD CRO Category Time Horizon

Value Chain Impact

and Divisional impact

Description of impact prior to any mitigating

activities being considered

Management of Risks

and Opportunities

Link to relevant

Metric(s) and Targets

6. Floods disrupt production and distribution at Clonmel facility

Physical risk

– acute

Long term Production &

Distribution

Branded

Increased heavy precipitation leading

to floods in Clonmel facility. The

occurrence of flooding could also

cause damage to property and halt

production in these facilities, impacting

outputs and revenue.

As a significant employer in Tipperary in

Ireland, the Group will work with the local

authorities to foresee and mitigate any

associated risk.

A flood risk assessment will be conducted

on the Clonmel site in Tipperary based

on a RCP 8.5 scenario followed by the

development of flood management

plan to minimise any potential

business disruption.

Metrics and targets to manage this risk are

currently being developed by the Group.

7. Disruption to supply chain & distribution network due to extreme weather

Physical risk

– acute

Long term Upstream,

Distribution

Branded

Wholesale

Distribution channels are exposed to

more extreme weather events leading

to financial losses through lost revenue

due to our suppliers being unable to

deliver goods to us or The Group

being unable to deliver goods to

our customers.

The Group will work with our partners

in our recently launched Supply Chain

engagement programme to review risks

and mitigations on a longer-term

time horizon.

The Group will mitigate the operational

impact of extreme weather events

through business continuity plans, which

will be tested regularly against the latest

IPCC scenarios.

The Group will mitigate the financial

impact of such events through business

interruption insurance cover.

Metrics and targets to manage this risk are

currently being developed by the Group.

While the above represents the risks and opportunities that we have identified as being the most relevant to C&C Group at this time, we continue to monitor the risks and consider emerging CROs as new

climate data and policies emerge. We expect this list to evolve over time. We also continue to actively monitor and respond to the changing landscape of sustainability reporting requirements to ensure that

we are meeting the reporting expectations of our key stakeholders including regulators, investors, and customers. The Corporate Sustainability Reporting Directive (CSRD) will require the Group to report on

material sustainability impacts, risks and opportunities, including climate-related matters. The Group is in the process of finalising a Double Materiality Assessment in line with CSRD requirements, the outputs

of which will be considered from a strategic and risk management perspective in the coming periods. The Group has carried out the majority of the steps for the DMA and is in the process of finalising its results.

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Task Force for Climate Related Financial Disclosures continued

The Group’s emission reduction targets were

validated by the Science Based Targets initiative

(SBTi) in FY2023, in line with a well below 2°C

trajectory. C&C is committed to reducing

absolute Scope 1 and Scope 2 GHG emissions by

35% by 2030 (vs FY2020 baseline). In addition, to

achieve the target of reducing Scope 3 emissions

by 25% (versus FY2020 base year) by 2030, the

Group has also committed that suppliers and

customers

making up 67% of Scope 3 emissions

Transition Plan

Scope 1 Emissions

FY20

Current Baseline

30,000

25,000

20,000

15,000

10,000

5,000

Increase

FY20

Re-based

(Excl Fruitissima)

FY25

Actual

FY25

Fruitissima

HVO FY30

Target

(Excl Fruitissima)

Decrease Total

25,079

23,412

17,640

-1,169

-1,253

15,218

spend (Purchased Goods and Services, Upstream

Transportation and Distribution and Downstream

Transportation and Distribution) will have

science-based targets in place by 2026. During

FY2025, the Group directly engaged to check

on the status of target setting activities of select

suppliers as part of the ongoing CDP Supplier

Engagement Programme, finding that 54% of

target suppliers have SBTi in place (V Target

of 44%).

The Group developed a transition plan in

FY2024 to deliver on these targets, that also

considered the Net Zero commitments set by

the jurisdictions in which we operate, as well as

our own pledge to be carbon-neutral business

by 2050. The Executive Committee approved

the transition plan annually as part of three-year

planning cycle, and the progress towards it is

now a standing agenda item for the Sustainability

Committee. The initiatives and projects to

decarbonise are also reviewed annually. The

transition plan is undergoing further updates

and is under review.

As part of setting the transition plan, we referred

to: industry specific guidance from the European

Greens Brewers Association, the Zero Carbon

Roadmap for Brewing developed by the BBPA

(British Beer & Pub Association) and engaged

with wholesaler’s associations and providers

of modern technologies for the industry. We

identified and analysed the viability of various

projects to help us to achieve the 3% to 4%

reduction in Carbon Emissions (CO

e) required

each year to meet our validated SBTi target

for 2030.

At FY2025, C&C Group has achieved a 36%

reduction in Scope 1 and 2 (Location Based)

emissions (targeted reduction of 20%).

During FY2025 the following decarbonisation

projects were implemented, resulting in a

reduction in Scope 1 and 2 (Location Based)

e of 4,488 tonnes:

• Wellpark carbon reduction projects

• Clonmel carbon reduction projects

• Further roll out of HVO to depot sites

In addition, there are multi-year projects that are

being implemented to achieve our Scope 1 & 2

and decarbonisation 2030 target, including:

• The electrification of heat for manufacturing

process loads (via heat pumps).

• Continued heat recovery/heat

reuse opportunities.

• Fuel tanks (this optimises the cost vs

carbon reduction).

• Transition to Electric Vehicle fleet.

• Movement of FLTs from LPG to Electricity,

at lease renewal stage.

• Electrical infrastructure phased into

depot network.

While we believe significant work has been

completed in the current period on our transition

plan and the progress against it, we also

recognise that the plan will have to be further

operationalised going forward.

1. Payments to customers means payments made to a supplier for

downstream transportation and distribution to customers.

C&C Group plc Annual Report 2025

Task Force for Climate Related Financial Disclosures continued

Understanding the impact on our

CROs through Scenario Analysis

The following CROs were selected for

quantitative scenario analysis during FY2023

and evaluated across a range of scenarios to

understand how they may evolve under certain

hypothetical situations:

• Increased costs from a climate change levy/

carbon tax.

• The reduction of water available for

production due to water stress.

• Disruption of production and distribution

at key facilities due to flood events and

extreme weather.

• Effects of chronic climate change on

ingredient production of five key crops

(apples, barley, sugar, wine grapes, and hops).

• Increased market opportunity for low

carbon products due to sustainable trends in

consumer demand.

These CROs were selected for quantitative

scenario analysis based on their assessed

potential to have a significant impact. This

analysis has allowed us to understand and

improve the resilience of our business model

and strategy to climate change.

Several factors were considered during the

selection of scenarios for this quantitative analysis

(as outlined in the table below). This analysis

made use of publicly available scenarios from

the Intergovernmental Panel on Climate Change

(IPCC). The range of scenarios was selected to

consider the impacts of the selected CROs

across the widest range of outcomes, to best

prepare for all eventualities. The scenarios are

broadly aligned with the qualitative analysis

conducted in FY2022, however, to adhere with

the latest science and IPCC findings, a 1.5°C

scenario was prioritised over the previously

selected <2°C scenario.

Climate scenarios selected for analysis

Warming trajectory by 2100 Data source Key assumptions, outputs, and sensitivities

1.5°C (Paris ambition) IPCC SSP1

-1.9

• The financial analysis is based on the forecasted

financial position up to FY2027. Climate risks

and opportunities were assessed over the short,

medium, and long-time horizons based on this

forecasted position.

• Analysis of acute physical risks is limited to 27 of

our key distribution and manufacturing sites. The

vulnerability of each of these sites is based on a

typical manufacturing or distribution facility.

• Analysis is based on existing sites, products, and

market share.

• The results represent the gross risk position of

our business strategy.

2.5°C (Stated policy) IPCC SSP2-4.5

>4°C (No policy) IPCC SSP5-8.5

1 SSPs – Shared Socio-economic Pathways outline different economic, social, and technological contexts, in the absence of further climate policy,

which accompany the RCPs.

2 RCP – The IPCC’s Representative Concentration Pathways outline different greenhouse gas concentration trajectories. RCP 8.5 indicates that GHG

concentrations will result in global temperatures warming by >4°C on average and therefore is associated with higher physical climate impacts.

Financial Statements Additional InformationGovernance ReportStrategic Report

Task Force for Climate Related Financial Disclosures continued

The relative impact of each of the CROs, without any current or future mitigating action was considered under each of the scenarios. The results are presented in the table below.

We believe our business, with its strategic focus on local brands and distribution capability, is shown to be resilient to climate change. Sustainability forms a core part of our strategy, and we will continue to

focus on reducing our Scope 1, 2 and 3 emissions, thereby reducing our potential exposure to increasing costs from direct or indirect carbon taxation and improving our position to capitalise on the market

opportunity of low carbon products.

Going forward, as recommended by the TCFD, we will look to reassess our business strategy and model against these CROs under different scenarios where there is a significant change to the business.

Impact scale

Low Risk Medium Risk High Risk

High Opportunity Medium Opportunity Low Opportunity

Potential Impact

Scenario Assumptions Short Medium Long Summary of results

1. Climate Change Levy/Carbon Tax

1.5°C All countries apply an average carbon

price of $80/tCO

. This carbon price

varies by country and over time.

The application of a carbon tax to our Scope 1, 2 and 3 emissions may have the potential to result in a

significant cost to the business under the 2.5°C and 1.5°C scenarios. As our scope 3 emissions account

for the majority of our exposure, these costs are anticipated to be realised through indirect costs via our

supply chain. The size of this cost will depend on the extent to which suppliers reflect their own carbon tax

expenditure within their prices and the extent to which we ourselves are able to absorb this cost instead of

passing the cost on to our customers.

To mitigate this risk, we are engaging with our suppliers, encouraging them to publish a CDP disclosure, and

share their full carbon footprint. We are also looking to reduce emissions from our own operations.

2.5°C $40/tCO

is applied in all advanced

economies. This carbon price varies by

country and over time.

>4°C All carbon pricing is repealed ($2/tCO

2. The reduction of water available for production due to water stress

1.5°C This analysis examined 27 of our own

manufacturing and distribution sites.

The vulnerability curve assumes

~4 days disruption for offices and

manufacturing sites (for a severe water

stress event) and ~2 days disruption for

warehouse/distribution sites.

Water stress was examined for each of the 27 priority sites. Overall, while the probability of this risk is

expected to increase under all scenarios between 2025-2050, even doubling in this time period under the

>4°C scenario, it is not estimated to result in a significant potential impact on revenue.

2.5°C

>4°C

C&C Group plc Annual Report 2025

Task Force for Climate Related Financial Disclosures continued

Potential Impact

Scenario Assumptions Short Medium Long Summary of results

3. Disruption of production and distribution at key facilities due to flooding

1.5°C This analysis examined 27 of our own

manufacturing and distribution sites.

The analysis examines both riverine

and coastal flood events. Flash floods,

however, are not included within

this analysis. The vulnerability curve

assumes ~8 days disruption for

manufacturing sites, ~1 for offices and

~7 for warehouse/distribution sites (for

a 0.5m flood).

Both coastal and riverine flooding were examined under this analysis. It was found that the risk of both

coastal and riverine flooding was found to increase over time for all scenarios, although it was not found to

present a significant risk to the overall business.

2.5°C

>4°C

4. Disruption of production and distribution at key facilities due to extreme weather events

1.5°C This analysis examined 27 of our own

manufacturing and distribution sites.

The vulnerability curve assumes ~0.1

days disruption for offices, ~1.1 days for

manufacturing sites and warehouse/

distribution sites (for a major

temperate windstorm).

Analysis is limited to the impacts of heatwaves and temperate windstorms at 27 key distribution and

manufacturing sites. Heatwaves are expected to present a minimal risk, whereas temperate windstorms

have the potential to result in significant impacts in the form of asset damage and revenue disruption.

However, the baseline risk for windstorms is currently high. The potential financial impact of this risk under a

>4°C scenario, in terms of revenue disruption and property damage, is expected to increase by 6% between

2025 and 2050.

2.5°C

>4°C

5. Effects of chronic climate change on ingredient production

1.5°C The optimal growing conditions for

five key crops were examined (apples,

wine grapes, barley, sugar beet, and

hops) for our sourcing locations for

both our distribution and own-branded

products). It was assumed that these

products were not substitutable.

Overall, wine grapes and sugar beet were found to be the most impacted crops with the greatest potential

for significant impacts expected in the longer term under the 2.5°C and >4°C scenarios. Conversely, under

the same scenarios, some crops, particularly those sourced locally, are estimated to experience a net

increase in yields. We will continue to monitor risk at key sourcing locations and use the outputs to inform

procurement decisions.

Where our sourcing locations may experience lower yields as a result of climate change, we may see an

increase in the cost of products purchased for distribution in these areas. Going forward we will monitor

these areas and factor this risk into our buying decisions.

2.5°C

>4°C

Financial Statements Additional InformationGovernance ReportStrategic Report

Task Force for Climate Related Financial Disclosures continued

Risk Management

In FY2021, Sustainability & Climate Change was

identified as being a principal risk for C&C. In

FY2025, this has been renamed as ‘Failure to

deliver Sustainability Commitments’ Climate

risks and opportunities are identified as part

of our ongoing risk management approach,

including DMA. The identification, prioritisation,

assessment, and management of our ‘Failure

to meet our Sustainability Commitment’ risk

is carried out in a manner consistent with the

Group’s other principal risks with the exception

of the timeframe used (please refer to the

Strategy section of the TCFD report on page 42).

C&C Group adopts a standard risk management

framework which is discussed in detail on pages

54 to 61. Given the increasing focus on climate, in

FY2022 we completed a detailed review on CROs

as described in the strategy section above, which

were validated by the Sustainability Committee

in FY2023 and reviewed in FY2025. The results

of this assessment have been integrated into our

new Risk Matrix as part of our ongoing overall risk

management system.

The new risk management process integrates

Sustainability matters by assigning an Executive

Committee owner for each principal risk,

including Failure to meet our Sustainability

Commitments. This ensures continuous review

and consideration of climate risks at both

the Risk Committee and executive levels. By

embedding sustainability into risk management,

C&C Group aligns its sustainability efforts with

overall business objectives, enhancing strategic

decision-making and ensuring compliance

with regulatory requirements. Additionally,

the process includes developing a bottom-up

risk assessment relevant to CROs and

incorporating new CROs identified through

the Double Materiality Assessment (DMA) into

the risk management framework. DMA CROs

and TCFD CROs form part of the risk matrix,

which is reviewed as part of the risk

management process.

For additional information regarding the climate-

related risks identified and our activities to

mitigate these risks, please refer to the Strategy

section of the TCFD report on page 42. Climate

change mitigation is a current and ongoing

responsibility for the Sustainability Committees

as highlighted as part of the Governance section

of this report on pages 40 to 42.

Further, as noted in the governance section,

Group policy is to assign an Executive Committee

owner for each principal risk identified,

meaning there is Committee level oversight

and management of the failure to meet our

Sustainability Commitments risk. The owner of

the Sustainability & Climate Change risk reviews

all the other principal risks on the Group’s risk

and climate change lens, thus reflecting the

commitment of the Group in ensuring that

sustainability and climate-related risks be

considered and integrated into the business

in a holistic manner.

To be able to better manage the projected

impacts of climate change, we are committed to

the continuous improvement of our processes

for identifying and assessing our climate-related

risks and have identified the importance of

implementing a bottom-up risk assessment

process, which is currently being structured.

Any changes to climate-regulation, or the

emergence of new climate-related regulation

is considered as part of our normal regulation

assessment for the Group.

Metrics and Targets

The Board recognises the importance of ensuring

that we monitor our performance with respect to

the CROs identified with tailored KPIs.

To oversee our progress against our Group’s

climate-related goals and targets we have set a

number of climate-related KPIs in line with our

sustainability strategy. These KPIs have been

selected in order to monitor our progress against

our targets and to help us manage the identified

CROs. The metrics adopted are monitored using

a financial control boundary, and were developed

in alignment with international environmental

frameworks, namely CDP and SBTI, as well as

with GHG Protocol.

Potential Impact

Scenario Assumptions Short Medium Long Summary of results

6. Increased market opportunity for low carbon products due to sustainable trends in consumer demand

1.5°C Rapidly growing demand for

sustainable products in all markets.

The market opportunity for low carbon products may be significant under a 2.5°C – 1.5°C scenario.

There is potential for a significant increase in revenue as consumer preferences shift towards

low carbon alternatives.

Further prioritising the production and distribution of low carbon products could also limit our exposure to

carbon taxes and their associated costs.

2.5°C Limited consumer demand for

sustainable products within both

leading and emerging markets.

>4°C Little consumer demand for

sustainable products.

C&C Group plc Annual Report 2025

Task Force for Climate Related Financial Disclosures continued

However, we acknowledge that more work needs

to be done and the Group is currently working

on developing additional metrics that are more

tailored to the identified CROs, following the

output and the learnings from the quantitative

scenario analysis which began in Q4 of FY2023

and completed in Q1 of FY2024.

Carbon reduction progress made during FY2025

means we are on track in relation to the Group’s

Carbon reduction targets validated by SBTi in

FY2023. Further, the Group received limited

assurance from EY during FY2024 over the

following metrics: our scope 1 and 2 (Location

Based) emissions, Scope 3 supplier engagement

and our water ratio. For further information on

how our metrics currently map to the identified

CROs, please refer to the Strategy section of the

TCFD report on page 42. For more information

on our performance and our historical progress

around wider Sustainability matters please refer

to the Sustainability Report on pages 22 to 39.

Disclosure Requirement TCFD Disclosure met Page References Actions Undertaken Next Steps

Governance

(a) Describe the board’s oversight of

climate-related risks and opportunities.

Yes 40 to 42 • Additional reporting lines to the Sustainability

Committee established, specifically the

Sustainability Management-level Committee.

• The Board, Management and Functional level

teams undertook further training on ESG and

climate change.

• Board, Management and Functional-level

ESG training.

(b) Describe management’s role in assessing

and managing climate-related risks

and opportunities.

Yes 40 to 42

Strategy

(a) Describe the climate-related risks and

opportunities the organisation has identified

over the short, medium, and long term.

Yes 42 to 48 • Began to integrate the results from the detailed

quantitative climate change risk assessment

and scenario analysis into strategy and

financial planning.

• Continue to monitor the risks that we have

identified and consider emerging CROs as new

climate data and policies emerge.

• Continue to actively monitor the changing

landscape of sustainability reporting requirements,

especially in relation to the Corporate Sustainability

Reporting Directive (CSRD).

• Continue to work towards our validated

SBTi targets.

• Prepare for revalidation post-2026.

(b) Describe the impact of climate-related

risks and opportunities on the organisation’s

businesses, strategy, and financial planning.

Yes 42 to 48

organisation’s strategy, taking into

consideration different climate-related

scenarios, including a 2°C or lower scenario.

Yes 42 to 48

Financial Statements Additional InformationGovernance ReportStrategic Report

Task Force for Climate Related Financial Disclosures continued

Disclosure Requirement TCFD Disclosure met Page References Actions Undertaken Next Steps

Risk Management

(a) Describe the organisation’s processes for

identifying and assessing climate-related risks.

Yes 51 • Climate risk is now part of a bottom-up risk

assessment process, that feeds into Group

Principal Risk process.

• This is reviewed at Group Risk &

Compliance Committee.

• Management and Functional level teams to

undertake training that will include climate

risk topics.

(b) Describe the organisation’s processes for

managing climate-related risks.

Yes 51

assessing, and managing climate-related risks

are integrated into the organisation’s overall

risk management.

Yes 51

Metrics & Targets

(a) Disclose the metrics used by the

organisation to assess climate-related risks

and opportunities in line with its strategy and

risk management process.

Partially 51 to 52 • Carbon reduction progress made in line with

the Group’s Carbon reduction targets validated

by SBTi in FY2023.

• Further assessed our current metrics in relation

to the identified CROs.

• Additional metrics and targets to support us in

managing the identified climate-related risks and

opportunities are currently under review and will

be updated in line with broader Group efforts to

meet the requirements under CSRD.

• Achieve our SBTi objectives.

• In FY2026, extend assurance over emission metrics

to include FY2025 supplier engagement target for

all Scope 3 categories.

• Based on updated CDP Supplier Engagement

Programme target.

(b) Disclose Scope 1, Scope 2, and, if

appropriate, Scope 3 greenhouse gas (GHG)

emissions, and the related risks.

Yes 51 to 52

organisation to manage climate-related

risks and opportunities and performance

against targets.

Partially 51 to 52

C&C Group plc Annual Report 2025

Principal Risks and Uncertainties

Risk and Internal Control

The Board has overall responsibility for the

Group’s system of risk management and internal

control and for reviewing its effectiveness. The

Board is supported by the Audit Committee, the

Risk and Compliance Committee, the Group Risk

team and an Internal Audit team in delivering on

this responsibility.

The Group has established a risk management

process to ensure effective and timely

identification, reporting and management of

risk events that could materially impact the

achievement of the Group’s strategic objectives

and financial targets. This involves the Board

considering the following: the nature and extent

of the principal risks facing the Group; the

likelihood of these risks occurring; the impact

on the Group should these risks occur; and the

actions being taken to manage these risks to the

desired level.

The Audit Committee oversees the effectiveness

of the risk management procedures in place

and the steps being taken to mitigate the

Group’s risks.

Our approach to internal control and risk

management continues to evolve as part of

the organisational focus on transformation and

simplification. The Group Risk team continues to

facilitate the development of risk management

processes throughout the business.

Board

• Responsible for risk management and internal control

• Sets risk appetite

• Reviews and approves the risk profile

Assurance Provision

Supported by the Director of Risk & Internal Audit

Sustainability

Management

Committee

H&S Management

Committee

Group Information

Management & Security

Committee

Audit Committee

• Reviews the effectiveness

or risk management and

internal control

• Approves the annual internal

and external audit plans

• Considers the results of internal

audit reviews

Risk & Compliance Committee

• Reviews the Principal

Risk profile

• Monitors the management

of key risks

• Considers new and

emerging risks

Executive Management

• Responsible for the

implementation of the risk

management process and

the operation of the internal

control environment.

Financial Statements Additional InformationGovernance ReportStrategic Report

Principal Risks and Uncertainties continued

Internal Controls and Risk Management

Our system of internal control is built on the pillars of The Tone from the Top, Risk Management, Control Activities, and Review and Assurance. These are more fully described below:

The Tone from

the Top

• A Code of Conduct, setting the tone from the top.

• A whistleblowing hotline to enable employees to speak up and raise concerns.

• Review, discussion and approval of the Group’s strategy by the Board.

• Defined organisational structures, authority limits and authorisation process for the operational and financial management of the Group and its businesses.

• Corporate policies for financial reporting, treasury and financial risk management, regulatory compliance, health and safety, data protection, information technology and security,

people policies, and corporate governance.

• Comprehensive training provided through a learning management platform and face to face covering compliance and operational topics.

• Review and approval by the Board of annual budgets and brand plans for all business units, identifying key risks and opportunities.

• Regular financial review of business performance against budgets.

Risk

Management

• A Risk Management & Compliance Committee established to coordinate senior management efforts to manage risk across the enterprise.

• A risk identification and assessment process operating across the business to define and monitor the Principal Risk profile.

• The Group Risk profile covers the principal risks faced by the business, their potential impact and likelihood of occurrence and the key controls or actions established to

mitigate these risks.

Control

Activities

• Internal controls operating across strategic, financial, operational, technology, regulatory and people risks.

• A Controls team focused on helping the business to improve the strength of the control environment.

• ESG, Infosec & Data, H&S Management Committees providing oversight of risk and controls in their respective areas of responsibility.

• A Programme Management Office operates to oversee delivery of our major change initiatives.

Review and

Assurance

• An internal audit function which reviews key business processes and controls.

• Management actions to address control deficiencies identified during risk management or internal audit work.

• Review by senior management and the Audit Committee of internal audit findings, recommendations and follow up actions.

• The preparation and issue of financial reports, including consolidated annual financial statements which is managed by the Group Finance function, with oversight from the

Audit Committee.

C&C Group plc Annual Report 2025

Principal Risks and Uncertainties continued

The Directors confirm that through the activities

of the Board and Audit Committee they have

reviewed and monitored the effectiveness of the

Group’s risk management and internal control

systems throughout the reporting period. Board

and Audit Committee oversight had regard to all

material controls, including financial, operational,

compliance and reporting controls, that could

affect the Group’s business. The Directors

continue to monitor the effectiveness of risk

management and internal control to ensure

the Group’s internal controls are operating

effectively. Where areas for improvement have

been identified through risk management or

internal audit work, plans are in place to ensure

that necessary actions are taken, and that

progress is monitored.

The system of risk management and internal

control can only provide reasonable and not

absolute assurance against material errors,

losses, fraud or breaches of laws and regulations.

Management of Risks

and Uncertainties

A process for identifying, evaluating and

managing significant risks faced by the Group,

in accordance with the UK Code of Corporate

Governance and the FRC Guidance on Risk

Management & Internal Control, has been in

place for the entire period and up to the date the

financial statements were approved.

The risks facing the Group are reviewed and

challenged by the Audit Committee. A Risk &

Compliance Committee ensures that each of the

Group’s principal risks is assigned an executive

owner who is responsible for ensuring mitigating

actions are sufficient to bring risks to within

the agreed risk appetite. The risk management

governance framework ensures that these

mitigations and internal controls are embedded

and operate effectively throughout the

organisation. The Audit Committee also receives

regular updates on risk management and internal

control effectiveness from the Director of Risk

& Internal Audit along with agreed mitigating

actions to resolve any weaknesses identified.

Risk Appetite

C&C faces a broad range of risks reflecting the

business environment in which it operates. The

risks arising from C&C’s business environment

and operating model can be significant.

Successful performance for the business is

achieved by managing these risks through

intelligent decision-making and an effective

control environment that details the processes

and controls required to mitigate risk. The

Group’s risk appetite was reviewed by the

Board in April 2024. The risk appetite takes into

consideration the acceptable level of risk across

strategic, operational, technology and regulatory

risks faced by the business.

Principal Risks

During the year, the Audit Committee and the

Board carried out an assessment of the principal

risks facing the Group, including those that would

threaten its business model, future performance,

solvency or liquidity. The principal risks and

uncertainties set out on pages 57 to 62 represent

the principal uncertainties that the Board believes

may impact the Group’s ability to effectively

deliver its strategy and future performance.

These principal risks are incorporated into the

modelling activity performed to assess the ability

of the Group to continue in operation and meet

its liabilities as they fall due for the purposes of

the viability statement on page 62. The business

recognises that taking risks is an inherent part of

doing business and that competitive advantage

can be gained through effectively managing

risk. C&C continues to evolve its risk

management processes.

Financial Statements Additional InformationGovernance ReportStrategic Report

Principal Risks and Uncertainties continued

Risk description How we manage the risk

1. Adverse Market Dynamics Risk Owner: Chief Executive Officer Risk Category: Strategic

Link to strategy:

Our business, financial results and operations may be adversely affected

by geopolitical, macroeconomic, regulatory or sector instability and/

or uncertainty.

Additionally, the Group faces credit risks driven by economic factors such

as inflation and interest rate fluctuations, which could limit supplier credit,

adversely impact our trade loans and customer credit management.

• The Board and management consider the impact of proposed changing regulation on the

Group’s businesses, monitor developments.

• Management engages with the UK, Irish and Scottish governments to help ensure a

manageable outcome for our businesses.

• Group businesses are active members in respected industry trade bodies including being a

steering committee member of the All-Party UK Parliamentary Beer Group.

• Annual business forecasting, budgeting and management of actuals vs forecast enables the

business to identify trends and adapt plans accordingly.

• The business continuously reviews and refines its pricing, overall offering and terms in response

to competitor and market intelligence.

• Where appropriate, the Group mitigates currency risk through interest rate and FX hedging

and structured financial contracts. Hedging of commodities is undertaken where possible.

• The business operates a credit risk management process.

2. Changing Consumer Behaviours Risk Owner: Chief Marketing Officer Risk Category: Strategic

Link to strategy:

Failure to respond to changes in customer preferences and changes in

Government regulations could have an adverse impact on sales, profits and

cash flow within the Group.

• Development of own brand low/no alcohol options.

• A programme of brand investment in each of our markets to maintain and enhance the

relevance of its products in the market.

• Innovation across our branded product portfolio to enhance our offering of niche and premium

products to satisfy changing consumer requirements.

• Pursing continuous diversification and strategic partnerships with third-party brands.

• Analysis of data to look at consumer and market trends.

• Engagement with trade bodies to ensure any proposed changes to legislation and restrictions

are appropriate within the industry.

The Principal Risk Profile

Brand Strength Simplification and EfficiencyPortfolio and Service

C&C Group plc Annual Report 2025

Risk description How we manage the risk

3. Failure of Critical IT Systems Risk Owner: Chief Technology Officer Risk Category: Technology

Link to strategy:

Reliance on legacy infrastructure and applications within our IT estate

present risk to the stability, availability and performance of our IT systems.

Limitations in systems and an inadequate IT disaster recovery planning

and testing could impede our ability to respond effectively to a major IT DR

event should any of our critical systems fail, potentially causing prolonged

disruptions to the business.

• Monitoring and alerting of availability of critical technologies.

• Incident management teams are in place 24/7 to manage IT incidents.

• Critical IT Technologies are either cloud-hosted, hosted across two data centres or at

third-party provider locations with fall-over protocols and security perimeters in place for

selective systems.

• Selective testing of IT DR arrangements is conducted to evaluate effectiveness of IT

DR arrangements.

• Regular back-ups performed according to recommended standards and schedules.

• IT change management process is embedded to assess risk of all changes to technology

including changes made by third-party providers.

• Timely application of patch updates to address vulnerabilities and improve performance.

• Actively management of the operational and technology risk register to highlight, mitigate and

escalate risks and vulnerabilities.

4. Breach of Information Security Risk Owner: Chief Technology Officer Risk Category: Technology

Link to strategy:

The potential for unauthorised access, use, disclosure, disruption,

modification, or destruction of information. This risk can arise from various

sources, including cyber-attacks, data breaches, insider threats, and other

inadequate security measures. The impact of such risks can be significant,

leading to financial losses, reputational damage, regulatory penalties, and

operational disruptions.

• Managed firewall service including Intrusion Detection and Prevention systems, Endpoint

security, Endpoint encryption and the operation of vulnerability management controls.

• Third-party Security Operation Centre reviewing security logs.

• Annual internal and external pen testing.

• Identity & Access Management including Single Sign-on, Multi-Factor Authentication and

Conditional Access protocols.

• Prioritising a security culture, undertaking monthly phishing simulations with remedial training

together with annual InfoSec training.

• Security due diligence when onboarding key suppliers.

• Operation of key controls to Cyber Essentials PLUS certification standard including change

management, design Authority, Group Information Management & Security Committee,

InfoSec policies and procedures, KPIs/metrics.

• Online & tape backups to enable recovery.

Principal Risks and Uncertainties continued

Financial Statements Additional InformationGovernance ReportStrategic Report

Risk description How we manage the risk

5. Breach of Data Protection Risk Owner: Group General Counsel Risk Category: Regulatory

Link to strategy:

Failure to comply with legal or regulatory requirements relating to data

protection and electronic privacy laws in the course of our business activities

results in regulatory action including fines, complaints from individuals

(including customers, consumers, or employees), additional operational

costs to remediate issues, or reputational damage.

• A Data Protection Officer who is available to all employees to provide advice and guidance on

personal data queries, respond to enquiries from data protection regulators or individuals, and

to monitor and report on Group data protection compliance.

• Group Data Protection Policy and supporting processes and documentation (including

Data Protection Impact Assessments, personal data incident reporting, data rights request

management, data privacy notices, and a Register of Processing Activities).

• A continuous improvement programme for data protection, based on the expectations set out

in Information Commissioner’s Office (ICO) ‘Accountability Framework’.

• Third-party supplier assurance process is used to assess and mitigate any personal data

processing or data security risks posed by using that supplier.

• Monthly reporting of data protection key risks and metrics to the Group Information

Management & Information Security Committee.

• Employee training and awareness-raising provided to improve personal data handling practices

and understanding of key processes such as personal data incident reporting.

6. Major Health & Safety Event Risk Owner: Chief Executive Officer Risk Category: Operational

Link to strategy:

A health and safety related incident could result in serious injury to the

Group’s employees, contractors, customers and visitors, which could

adversely affect our operations and result in criminal prosecution, civil

litigation and damage to the reputation of the Group and its brands.

• A Health & Safety Support Function is in place, working with Operations teams in ensuring

compliance within each Business Area.

• Group Health & Safety Strategy has been defined, and team of qualified and experienced Health

& Safety Practitioners is in place.

• A Group Commitment Statement has been communicated by the CEO and published on the

intranet ‘safety hub’.

• Each Business Area has defined risk control and compliance procedures.

• Injuries, near misses and hazards within each business unit are reported and reviewed each

week with Operations teams and a more detailed H&S Update provided to the health and safety

committee each month.

• Group Dashboard reporting for all KPI data and trend analysis with metrics defined to drive

continuous improvement.

• Regular H&S performance reviews are conducted incorporating both leading and lagging

performance indicators.

• Colleagues receive training in health and safety topics and how to complete tasks safely through

a suite of Safe Operating Procedures.

• Leadership and Management undertake GEMBA Walks creating open dialogue and

collaboration on Safe behaviours with colleagues.

• Group performance bonus scheme arrangements include H&S measures.

Principal Risks and Uncertainties continued

C&C Group plc Annual Report 2025

Principal Risks and Uncertainties continued

Risk description How we manage the risk

7. Failure in Product Quality & Safety Risk Owner: Chief Operating Officer Risk Category: Operational

Link to strategy:

The quality and safety of our products is of critical importance and any failure

in this regard could result in a recall of the Group’s products, damage to

brand image and civil or criminal liability.

• Quality control and analysis, detailed product specifications and technical guidelines are in

place in Clonmel and Wellpark sites.

• HACCP (Hazard analysis critical control points), VACCP (Vulnerability analysis critical control

points) and TACCP (Threat analysis critical control points) plans in place across Wellpark and

Clonmel sites.

• Both sites are externally audited, and stress tested on an annual basis.

• Group Technical continually monitor quality standards and compliance with

technical guidelines.

• The Group also has quality agreements with all raw material suppliers, setting out our minimum

acceptable standards. Any supplies which do not meet the defined standards are rejected

and returned.

• Full product traceability in place for all of our products and periodic trial exercises

completed annually.

• Our Clonmel and Wellpark manufacturing sites have achieved AA+ and AA British Retail

Consortium accreditation respectively.

8. Failure to Deliver Change & Simplification Risk Owner: Chief Financial & Transformation Officer Risk Category: Strategic

Link to strategy:

Failure in Portfolio Management and Governance arising from misaligned

projects, poor resource planning, weak governance, insufficient

accountability and poor delivery execution can lead to a waste of financial

resources and result in a failure to achieve the strategic outcomes of

Transformation and Change initiatives.

• A Transformation Function is in place, working with the senior leadership to align proposed

projects to strategy and business needs.

• The business adopts a systematic approach to the management of projects, programmes

and portfolio.

• A Programme Management Office operates to provide governance and oversight of the

delivery of major projects and programmes.

• Set project health measurements visible across the portfolio for budget, timeline, resourcing

and risk which roll up from project to portfolio for visibility.

• Portfolio level reporting and review held monthly via a Portfolio Alignment Board.

Financial Statements Additional InformationGovernance ReportStrategic Report

Principal Risks and Uncertainties continued

Risk description How we manage the risk

9. Failure to Deliver Sustainability Commitments Risk Owner: Chief Operating Officer Risk Category: Strategic

Link to strategy:

A failure to implement policies and to meet, and be able to report on

required climate, sustainability and ethical standards and social perceptions

could significantly impact C&C’s reputation as well as potentially impact

future growth.

• ESG Governance includes the operation of a Sustainabilty Management Committee (‘SMC’)

which reports to the Executive Committee and Sustainability Committee.

• Policies on Business Ethics and Sustainability including Human Rights, Modern Slavery and a

Responsible Marketing code have been approved and issued.

• Carbon emission Science-Based targets have been approved by the Board and validated by the

Science-Based Target initiative.

• TCFD reporting, a Double Materiality Assessment and a CSRD Gap analysis have been completed.

• Sustainability and climate-related metrics are included as part of the LTIP for Executive Directors.

• Range of Sustainability initiatives in train across the organisation, such as a costed transition

plan, increasing recyclable rates for brands, improving sustainable packaging, route

optimisation for deliveries, HVO fuel and new EV vehicles in fleet.

10. Major Compliance Breach Risk Owner: Group General Counsel Risk Category: Regulatory

Link to strategy:

The Group’s operations are subject to extensive regulation. Non-compliance

with competition law, the rules of the London Stock Exchange, Financial

Crime regulations, or breach of our internal global policies and standards

could result in severe damage to our corporate reputation, breach of

obligations under banking covenants and significant financial penalty.

• Legal and compliance functions that monitor and plan for the impact of new legislation and

regulations and provide updated documentation and communication across the Group.

• The Group has a Code of Conduct, which is approved by the Board and supported by a wide

range of policies, including Modern Slavery, Anti-Bribery and Corruption, Competition Law.

• Suppliers are asked to confirm acceptance of the C&C Code of Conduct as a requirement

to work with C&C. The group undertakes compliance training covering Data Protection,

Whistleblowing, Competition Law, Information Security, Fraud, Modern Slavery and Anti-

Bribery & Corruption.

• Operation of a Whistleblowing process.

11. Poor Financial Control Risk Owner: Chief Financial & Transformation Officer Risk Category: Financial

Link to strategy:

Poor financial management, inadequate accounting or poor financial control

may compromise the accuracy and reliability of data used for internal

reporting, decision-making, external disclosures and expose the business to

increased fraud risk.

• A Group Accounting Manual outlining key controls that operate across financial processes.

• Centralised Financial Planning & Analysis operates across the finance team.

• Month end close & consolidation controls operate across all entities.

• Management review controls operate across all entities.

• A financial controls improvement project is under way to standardise key financial controls

across business entities.

C&C Group plc Annual Report 2025

Principal Risks and Uncertainties continued

Risk description How we manage the risk

12. Poor Operational Resilience Risk Owner: Chief Operating Officer Risk Category: Operational

Link to strategy:

Circumstances such as the prolonged loss of a production or storage

facility, disruptions to its supply chains and reduced supply/shortages of

raw materials may interrupt the supply of the Group’s products, adversely

impacting results and reputation.

• Regular maintenance and inspection of production and distribution sites.

• Investment in fire suppression systems, backup power supplies.

• Ensuring that facilities meet all health, safety, and environmental regulations to

avoid shutdowns.

• Long-term or fixed-price supply agreements with key suppliers.

• Maintenance of small strategic stockpiles of critical raw materials.

• Regular reviews to identify potential risks to production and distribution sites.

• Real-time tracking of shipments to detect potential delays or disruptions.

• Use of alternative C&C facilities (or third-party facilities) in the event of a disruption to a site.

13. Failure to attract & retain talent Risk Owner: Chief HR Officer Risk Category: Operational

Link to strategy:

People are the Group’s most important asset but if not properly managed,

can bring significant risk and harm. The health and performance of the Group

is dependent on being able to attract and retain a talented workforce having

appropriate skills, capabilities and experience in order to perform their jobs

appropriately and for the Group’s culture to be one that delivers a purposeful,

ethical, safe and engaging working environment.

• Employee engagement surveys are conducted annually to review the culture of the business.

• Assessment against Diversity, Equity & Inclusion measures and targets – both internal

and external.

• Assessment and reporting against cultural indicators.

• Regular reporting of key risk indicators together with root cause analysis to understand and

address the underlying issues.

Viability Statement

Assessment of the Group’s Prospects

Going Concern

In adopting the going concern basis for preparing these

financial statements, the Directors have considered the Group’s

business activities, together with factors likely to affect its future

development and performance, as well as the Group’s principal

risks and uncertainties.

The Directors assessed the scenarios, the detailed cash flow

forecasts and the mitigating actions available considered in its

going concern assessment to 31 August 2026 (the going concern

‘assessment period’) and the three-year viability assessment.

The Group is satisfied that there is sufficient headroom in the

financial covenants under current facilities under each scenario.

The Group’s scenarios assume:

• A base case projection using internally approved

forecast and strategic plans, which reflect the external

economic environment;

• downside and severe downside projections modelling the

estimated impact of severe but plausible scenarios for our

principal risks on the three-year plan as detailed in the

Viability Statement on page 63.

Overall conclusion

Having considered these scenarios, the Group’s banking facilities,

the ongoing inflationary pressures within the macro economy and

the funding requirements of the Group, the Directors are confident

that headroom under our banking facilities remains adequate,

future covenant tests can be met, and there is a reasonable

expectation that the business can meet its liabilities as they fall

due for a period of greater than 12 months (being an assessment

period of 15 months) from the date of approval of the Group

Financial Statements.

Financial Statements Additional InformationGovernance ReportStrategic Report

Viability Statement

For these reasons the Directors continue to

adopt the going concern basis of accounting in

preparing the Group’s financial statements and

no material uncertainty has been identified.

Viability Statement

The Board has carried out a robust review of the

principal risks of the Group, identifying the nature

and potential impact of those risks on the viability

of the Group, together with the likelihood of them

materialising. This analysis has then been used to

carry out an assessment of the Group’s long-

term prospects in addition to an assessment of its

ability to meet future commitments and liabilities

as they fall due.

Group’s strategic planning process

The Board considers annually a three-year,

bottom-up strategic plan and a more detailed

budget which is prepared for the following year.

Current-year business performance is reforecast

during the year. The most recent financial plan

was approved by the Board in May 2025. The

plan is reviewed and approved by the Board,

with involvement from the CEO, CF&TO and the

management team. Part of the Board’s role is to

consider the appropriateness of key assumptions,

considering the external environment, business

strategy and model.

Period of Assessment

The Board has chosen a three-year period to

assess the Group’s viability. This was considered

appropriate by the Board as this is the time period

in which we believe our principal risks tend to

develop and is also in line with the Group’s strategic

planning horizon, is consistent with the timescale

for major investment projects and is in line with the

structure of long-term management incentives.

Viability Assessment

The viability assessment started with the

available headroom as of 28 February 2025 and

considered the plans and projections assembled

as part of the forecasting cycle, which include

the Group’s cash flow, planned commitments,

required funding, and our views of the impact

of climate change. We also assumed that debt

refinancing will remain available in all plausible

market conditions.

The assessment process consisted of stress

testing the base case in the business plan for

the estimated impact of severe but plausible

scenarios for our principal risks, including the

following:

• Adverse market dynamics and changing

customer behaviours: Our business, financial

results and operations may be adversely

affected by geopolitical, macroeconomic,

regulatory or sector instability and/or

uncertainty. In addition, failure to respond

to changes in customer preferences and

changes in Government regulations could

have an adverse impact on sales, profits and

cash flow within the Group.

• Failure of critical IT systems: The accumulation

of technical debt and reliance on legacy

infrastructure and applications within our IT

estate present significant risks to the stability,

availability and performance of our IT systems.

In addition, the potential for unauthorised

access, use, disclosure, disruption,

modification, or destruction of information

can arise from various sources, including

cyber-attacks, data breaches, insider threats,

and other inadequate security measures.

• Major health and safety event: A health and

safety related incident could result in serious

injury to the Group’s employees, contractors,

customers and visitors, which could adversely

affect our operations and result in criminal

prosecution, civil litigation and damage to the

reputation of the Group and its brands.

• Failure in product quality & safety:

The quality and safety of our products is of

critical importance and any failure in this

regard could result in a recall of the Group’s

products, damage to brand image and civil or

criminal liability.

In the event of one or more risks occurring which

have a particularly severe effect on the Group,

the assessment assumed that all appropriate

actions would be taken in a timely manner by

management to mitigate as far as possible the

impact of the risks. Potential mitigating actions

include constraining capital spending, seeking

additional funding and/or a number of other

adjustments to operations in the normal course

of business.

Conclusion

The Board assessed the prospects and viability of

the Group in accordance with provision 31 of the

UK Corporate Governance Code, considering

the Group’s strategy and business model,

and the principal risks to the Group’s future

performance, solvency, liquidity and reputation.

The assessment took into account possible

mitigating actions available to management were

any risk or combination of risks to materialise.

At 28 February 2025, cash and cash equivalents

of €144.0m (see Note 24 of the consolidated

financial statements) together with available

headroom on the Group’s borrowing facilities of

up to €225.0m (see Note 20 of the consolidated

financial statements) and options available

to reduce cash outgoings over the period

considered, provide the Group with sufficient

positive headroom in all scenarios tested.

The Board deemed the stress tests conducted as

part of the assessment of viability to be adequate

and therefore confirmed that it has a reasonable

expectation that the Group will remain in

operation and be able to meet its liabilities as

they fall due over the three-year period to

28 February 2028.

Strategic Report Approval

The Strategic Report, outlined on pages 2 to

63, (including the assessment of the Group’s

prospects as set out above) incorporates

the Highlights, the Business Profile and Key

Performance Indicators, the Chair’s Statement,

the Chief Executive Officer’s report, the Chief

Financial & Transformation Officer’s report, the

Sustainability Report, and the Management of

Risks and Uncertainties section of this document.

This report was approved by the Board of

Directors on 27 May 2025.

Mark Chilton

Company Secretary & Group General Counsel

C&C Group Annual Report 2025

66 Governance At a Glance

68 Board of Directors

72 Corporate Governance Report

84 Directors’ Report

89 Audit Committee Report

97 Sustainability Committee Report

100 Nomination Committee Report

108 Directors’ Remuneration

Committee Report

127 Statement of Directors’

Responsibilities

Governance

Report

IN THIS SECTION:

Governance At a Glance

We firmly believe that good corporate

governance is essential to enable us

to act in the best interests of all of

our stakeholders and remains a top

priority for the Board.

Read more on page 68

CASE STUDY

Financial Statements Additional InformationGovernance ReportStrategic Report

We have very much enjoyed meeting a wide range

of people from different sites and roles in our engagement

sessions over the last year. Colleagues have been very

open in discussions about the things that they like about

working at C&C and areas of improvement.”

Sarah Newbitt, Independent Non-Executive Director

and Employee Engagement Non-Executive Director

Employee Engagement

Our two designated Employee

Engagement Non-Executive

Directors spend time throughout the

year to ensure the employee voice

is heard in the Boardroom to ensure

that employee feedback is used

in Board decision making. Across

our Bristol, Clonmel, Orbital West,

Wellpark and Glasgow locations,

80 colleagues have been involved in

these invaluable sessions.

C&C Group plc Annual Report 2025

Jill Caseberry

Vineet Bhalla

Ralph Findlay

Angela Bromfield

Sarah Newbitt

Chris Browne

Andrew Andrea

Feargal O’Rourke

Sanjay Nakra

Roger White

5 years 11 months

3 years 10 months

3 years

1 year 7 months

1 year 6 months

1 year 4 months

1 year

6 months

5 months

1 month

Governance

At a Glance

Governance At a Glance

We firmly believe that good

corporate governance is essential

to enable us to act in the best

interests of all of our stakeholders

and remains a top priority for

the Board.

The Group is committed to the

principles of the 2018 UK Corporate

Governance Code (the ‘Code’),

published by the Financial Reporting

Council (the ‘FRC’), which sets out

standards of good practice for listed

companies such as C&C Group.

Gender

representation

as at 28 February 2025

Gender representation

in senior Board positions

as at 28 February 2025

Ethnic

representation

as at 28 February 2025

Nationality

as at 28 February 2025

Male: 6 (60%)

Female: 4 (40%)

White: 8

Asian: 2

Male: 3 (Chair, CEO, CF&TO)

Female: 1 (SID)

1. As defined by UK Listing Rule 6.6.6R (9)

British: 7

Irish: 2

Canadian: 1

Diversity

Key Board activities during FY2025

as at 28 February 2025

Our new CEO

Roger White appointed to the Board on 20 January 2025.

Transition period

Period of transition to enable Ralph Findlay to return to the position of Non-

Executive Chair, during which CEO responsibilities were handed over to

Roger White.

Welcoming new Directors

Feargal O’Rourke and Sanjay Nakra were appointed as Independent Non-

Executive Directors on 15 August 2024 and 19 September 2024 respectively.

Return of capital

Group’s plan to return up to €150 million to Shareholders over the three

fiscal years to FY2027 commenced, and a total of €52.9 million has been

returned thus far.

Dividends and Share Buybacks

2.00 cent interim dividend paid and 4.13 cent final dividend proposed per

share for FY2025, equating to €23.4 million returned to Shareholders.

Share buybacks have returned €30.0 million to Shareholders thus far.

Board tenure

as at 28 February 2025

Financial Statements Additional InformationGovernance ReportStrategic Report

Governance At a Glance continued

UK Corporate Governance Code 2018

The Corporate Governance Report, which

incorporates by reference the Audit Committee,

Sustainability Committee, Nomination Committee

and Directors’ Remuneration Committee Reports,

together with the earlier presented Sustainability

Report, describes how the Company has complied

with the provisions of the Code. Further details

on the Company’s compliance with the Code

during FY2025 can be found below.

Provision from the Code

Board Leadership and Company Purpose Pages 74 to 75

Division of Responsibilities Pages 76 to 77

Composition, Succession and Evaluation Pages 79 to 80

Audit, Risk and Internal Control Pages 89 to 96

Remuneration Pages 108 to 126

Director Date appointed/(date stepped down)

Number of scheduled

Board meetings attended

Number of unscheduled

Board meetings attended

Executive

Ralph Findlay 1 March 2022 7/7 7/7

Roger White

20 January 2025 1/1 –

Andrew Andrea 1 March 2024 7/ 7 6/7

Non-Executive

Vineet Bhalla 26 April 2021 7/ 7 7/ 7

Angela Bromfield 13 July 2023 6/7

7/7

Chris Browne 2 October 2023 7/7 7/7

Jill Caseberry 6 February 2019 7/7 7/7

Sanjay Nakra

19 September 2024 3/3 2/2

Sarah Newbitt 31 August 2023 7/ 7 7/ 7

Feargal O’Rourke

15 August 2024 4/4 1/2

John Gibney

(13 January 2025) 6/6 5/6

Vincent Crowley

(15 August 2024) 3/3 5/5

1. Appointed to the Board during FY2025. The attendance records displayed for these individuals therefore relate to the meetings for which they were eligible to attend.

2. Stepped down from the Board during FY2025. The attendance records displayed for these individuals therefore relate to the meetings for which they were eligible to attend.

3. Angela Bromfield was unable to attend due to a scheduling conflict with a previously arranged AGM for another Board she is a member of.

Board appointments/resignations and meeting attendance

as at 28 February 2025. All Directors holding office at the time attended the 2024 AGM.

Board Skills Matrix

as at 27 May 2025

Independence Governance Core Industry

Finance/

Audit & Risk

Manufacturing/

Supply Chain

Communications/

Marketing/

Customer Service/

Brands Strategy

UK and Ireland

Pubs Experience

M&A/

Capital

Markets

Digital/

Technology AI

Sustainability/

ESG

People Process

and Culture

Transformation H&S

Technical/

Engineering

Ralph Findlay

Roger White

Andrew Andrea

Vineet Bhalla

Angela Bromfield

Chris Browne

Jill Caseberry

Sanjay Nakra

Sarah Newbitt

Feargal O’Rourke

C&C Group plc Annual Report 2025

Board of Directors

Board of

Directors

Ralph Findlay OBE Roger White Andrew Andrea

Non-Executive Chair Chief Executive Officer Chief Financial and Transformation Officer

Key strengths and experience that support strategy and long-term success

Ralph was appointed a Non-Executive Director of the

Company in March 2022, Chair on 7 July 2022, Executive

Chair on 19 May 2023, reverting to Non-Executive Chair

on 1 March 2024 before assuming the role of executive

Chair and CEO on 6 June 2024. Upon the appointment of

Roger White as CEO, Ralph once again reverted to the

Non-Executive Chair role. Ralph, a Chartered Accountant

and qualified member of the Association of Corporate

Treasurers, served as Chief Executive Officer of

Marston’s, the UK pub group, for 20 years. Ralph served

on the Marston’s Board from 1996, having previously

held the role of Finance Director before being appointed

Chief Executive Officer in 2001. Ralph was appointed

Non-Executive Chair of Vistry Group plc in May 2022,

having served as a Non-Executive Director since 2015

and Senior Independent Director from January 2020. He

stepped down from Vistry Group in May 2024. He also

previously served as Chair of the British Beer and Pub

Association. Ralph was awarded an OBE for services to

the hospitality sector in 2022. Ralph’s contribution is,

and continues to be, important to the Company’s long-

term sustainable success.

Roger was appointed Chief Executive Officer in

January 2025. Roger is an accomplished business leader

with over two decades of PLC main board experience

and deep expertise in the consumer goods and drinks

sector. He served as Chief Executive of A.G. BARR p.l.c., a

FTSE250 multi-beverage business, from 2002 until May

2024. During his tenure, Roger led significant business

growth and transformation, establishing A.G. BARR as a

leading player in the drinks industry.

Prior to his time at A.G. BARR, Roger held several senior

management positions at Rank Hovis McDougall Group

(RHM) from 1987 to 2002, where he played a pivotal role

in driving strategic initiatives and operational efficiency.

Roger is currently a Non-Executive Director of

Warburtons Ltd (2024 to present) and Chair of

Beatson Cancer Charity. He previously served as Senior

Independent Director of Troy Income and Growth Trust

plc (2014-2024) and as a Non-Executive Director of

William Jackson Food Group (2019-2024).

Roger brings significant brand, sales and operating

experience which is highly relevant to the challenges

faced and opportunities available to the Company.

Andrew was appointed Chief Financial Officer in March

2024 and Chief Financial and Transformation Officer

in July 2024. Andrew is a drinks industry veteran

having served in senior roles at Marston’s plc, a leading

independent brewing and pub retailing business in the

UK, for over 20 years. He joined Marston’s in 2002 and

was appointed to the Board as Finance Director in 2009.

He served in a variety of senior roles in the business

including 12 years as CF&TO & Corporate Development

Officer and, subsequently, as CEO during which time he

navigated the business out of the COVID-19 pandemic

and the subsequent challenging macroeconomic

environment. Andrew previously held roles with

Guinness Brewing Worldwide and Bass Brewers

Limited and was a Non-Executive Director of

Portmeirion Group plc.

Andrew is a qualified Chartered Accountant and brings

vast industry experience and insight which contributes

to the Company’s ambition, promoting simplified

operations and enhancing efficiencies.

External public company appointments

None. None. None.

Our Board encompasses individuals

exhibiting a diverse range of professional

backgrounds, skills and experience (see

the Board skills matrix on page 67.

Such a Board composition enables

independent perspectives and constructive

discussion to be at the forefront of Board

decisions. These decisions are taken with

C&C Group’s long-term success at the

focus, enabling delivery of the strategic

pillars and the continual consideration of

the best interests of all stakeholders.

Succession planning undertaken during

the year has resulted in the successful

appointment of two new Independent

Non-Executive Directors; Feargal

O’Rourke and Sanjay Nakra, a change in

title for Andrew Andrea to Chief Financial

and Transformation Officer and the

appointment of a new CEO, Roger White.

Vincent Crowley and John Gibney stepped

down from their positions of Independent

Non-Executive Directors of the Board

during the year.

See page 80 for detail on the Board

induction process.

Audit Committee

Nomination Committee

Remuneration Committee

Sustainability Committee

Committee Chair

Financial Statements Additional InformationGovernance ReportStrategic Report

Vineet Bhalla Angela Bromfield Chris Browne OBE Jill Caseberry

Independent Non-Executive Director Independent Non-Executive Director Senior Independent Non-Executive Director

Employee Engagement Non-Executive Director

Independent Non-Executive Director

Key strengths and experience that support strategy and long-term success

Vineet was appointed a Non-Executive Director of the

Company in April 2021. Vineet is a highly experienced

digital professional, with 30 years of experience across

defence, consumer goods, health, charity and retail

sectors. Vineet is currently Chief Technology Officer

(CTO) at Cancer Research UK. He was previously CTO

and Senior Vice President at Burberry plc and has held

global roles for Unilever as Head of IT for their digital

marketing and research and development divisions

and had led data-driven and digital transformations at

scale. Prior to Unilever, Vineet held global technology

positions at Diageo enabling data driven transformation

of their UK and Ireland Customer Development Teams.

Vineet has also recently held a Non- Executive Director

position at Moorfields Eye Hospital NHS Foundation Trust

and served as Chair of the Trust’s People and Culture

Committee. Vineet brings strong digital transformation

skills to the Board.

Angela was appointed a Non-Executive Director of the

Company and Chair of the Remuneration Committee

in July 2023. Angela is an experienced Non-Executive

Director and business strategist, with a broad-based

international career in manufacturing, distribution,

construction and infrastructure that includes P&L

leadership experience. Angela currently serves on

the Board of Directors of Harworth Group plc and

Marshalls plc. Throughout her career, with the likes

of Premier Farnell, Anglo American and later, Morgan

Sindall plc, as Strategy, Marketing and Communications

Director, Angela has been at the heart of significant

transformation programmes which have put the

customer first and driven growth and profitability.

Chris was appointed a Non-Executive Director of the

Company in October 2023, Non-Executive Director

Employee Engagement in December 2023 and as Senior

Independent Non-Executive Director in February 2024.

Chris is a member of the Nomination and Sustainability

Committees. Chris currently serves on the Board of

Directors of Kier Group plc and previously served

as a Non-Executive Director of Vistry Group plc and

Constellium SE (NYSE). She has held a number of senior

leadership and executive roles within the aviation and

travel industries. Chris first served as Managing Director

of First Choice Airways, which included overseeing a

customer-focused transformation programme. She

subsequently directed and managed a successful

merger with Thomson Airways before being appointed

to execute a similar project for parent company, TUI

Group plc. In 2016, Chris joined EasyJet plc and served

as Chief Operating Officer until 2019. Chris brings

vast experience managing complex consumer-facing

operations to C&C. She has a Doctorate of Science

(Honorary) for Leadership in Management and was

awarded an OBE in 2013 for services to aviation.

Jill was appointed a Non-Executive Director of

the Company in February 2019, a member of the

Remuneration Committee in March 2019, a member of

the Audit Committee in December 2023, and a member

of the Sustainability Committee in September 2020

until December 2023. Jill has extensive sales, marketing

and general management experience across a number

of blue-chip companies including Mars, PepsiCo and

Premier Foods. Jill is Senior Independent Director, Chair

of the Remuneration Committee and member of the

Audit and Nomination Committees of St. Austell Brewery

Company Limited and also currently serves on the Board

of Directors of Bakkavor plc, Halfords plc and Bellway plc.

Jill brings considerable experience of brand management

and marketing to the Board.

External public company appointments

None. Senior Independent Non-Executive Director of Harworth

Group plc.

Non-Executive Director of Marshalls plc.

Senior Independent Non-Executive Director of

Kier Group plc.

Senior Independent Director and Chair of the Remuneration

Committees of Bakkavor plc and Halfords plc.

Chair of the Remuneration Committee of Bellway plc.

Board of Directors continued

Audit Committee

Nomination Committee

Remuneration Committee

Sustainability Committee

Committee Chair

NS R A R

C&C Group plc Annual Report 2025

Mark Chilton

Company Secretary and Group

General Counsel

Mark joined the Group in January 2019 as Company

Secretary and Group General Counsel. Mark was

Company Secretary and General Counsel of Booker

Group plc from 2006 until 2018. Mark qualified as

a solicitor in 1987. Mark will step down as Company

Secretary and Group General Counsel at the close of

the 2025 AGM.

Gillian Kyle

Incoming Company Secretary

Gillian joined the Group in September 2023 as

Deputy Company Secretary and as part of our

succession planning will be appointed as Company

Secretary on 11 July 2025, at the close of the 2025

AGM. Gillian is a Fellow of the Corporate Governance

Institute and qualified as a governance professional in

2000. Gillian was Deputy Company Secretary of The

Weir Group PLC and held similar roles in Aggreko plc

and Scottish Power plc.

Board of Directors continued

Sanjay Nakra Sarah Newbitt Feargal O’Rourke

Independent Non-Executive Director Independent Non-Executive Director

Employee Engagement Non-Executive Director

Independent Non-Executive Director

Key strengths and experience that support strategy and long-term success

Sanjay was appointed a Non-Executive Director of

the Company in September 2024. Sanjay is a senior

corporate finance leader with over two decades of

investment banking experience in Europe, the US and

Canada. He was Managing Director and Co-Group Head,

Diversified Industries for TD Securities from 2010 to

2021, and served as Managing Director and Group Head,

Technology and Infrastructure, Investment Banking at

TD Securities from 2006 to 2010. He currently serves

on the Board of Directors of Algoma Steel Group Inc.

and Canadian General Investments, Limited. In addition,

he is Co-Chair of the University Health Network (UHN)

Annual Gala: Diwali – A Night to Shine, and is a member

of the Board of Directors, Chair of the Nominating and

Governance Committee and Co-Chair of Women Centre

Stage of Soulpepper Theatre Company. Sanjay brings

international corporate and capital markets expertise

spanning three decades to the Board.

Sarah was appointed a Non-Executive Director of the

Company in August 2023 and Non-Executive Director

Employee Engagement in December 2023. Sarah is

Chair of the Sustainability Committee. Sarah is also

a Non-Executive Director of Campden BRI and High

Value Manufacturing Catapult. The majority of Sarah’s

executive career has been spent with Unilever, one of

the world’s largest consumer goods companies. Over

the course of 25 years in Unilever, Sarah held various

international roles across operations and general

management and gained substantial M&A integration

experience. Her final role was as Vice President Supply

Chain of Unilever UK & Ireland, a £2bn turnover business

employing over 6,000 people. Sarah brings significant

consumer goods sector insight and manufacturing and

supply chain experience to the Board, together with

expertise in developing and implementing sustainability

strategies. Sarah is a Chartered Engineer, who studied

Engineering at Oxford University and also holds a

Professional Certificate in Coaching from Henley

Business School.

Feargal was appointed a Non-Executive Director of

the Company in August 2024 and Chair of the Audit

Committee in January 2025. Feargal retired from

professional services firm PwC in October 2023 where

he had worked in a variety of roles over a 37-year career

with the firm. He served as the PwC Managing Partner

in Ireland for his last eight years. During his career at

PwC, he advised Irish and international companies on

a broad range of financial issues including investment,

financing and business structuring. He also led the PwC

tax practice and was heavily involved in the OECD BEPS

process with companies, officials, governmental bodies

and the OECD. In January 2024, he was appointed by

Ireland’s Minister for Enterprise, Trade and Employment

as Chair of IDA Ireland, the semi-state body that

promotes foreign direct investment into Ireland. He is

also Chair of the Institute of International and European

Affairs, the Irish based international think tank.

Feargal is a graduate of University College Dublin,

a Fellow of Chartered Accountants Ireland and an

Associate of the Irish Tax Institute.

External public company appointments

Independent Director of Algoma Steel Group Inc. None. None.

A S

Audit Committee

Nomination Committee

Remuneration Committee

Sustainability Committee

Committee Chair

Financial Statements Additional InformationGovernance ReportStrategic Report

Board of Directors continued

Governance Framework

C&C Group plc Board of Directors

Group Executive Committee

Board Committees

Management Committees

Nomination Committee

• Reviews the Board’s structure and

composition against the Group’s

strategic priorities.

• Responsible for Board recruitment

and succession planning.

Health & Safety

(‘H&S’) Management

Committee

Group Information

Management &

Security Committee

Risk Management

& Compliance

Committee

Operations

Committee

Commercial

Committee

Sustainability

Management

Committee

Audit Committee

• Supports the Board in its financial

reporting responsibilities and

assesses the integrity of

financial statements.

• Oversees the effectiveness of

internal controls and risk

management systems.

Remuneration Committee

• Responsible for determining the

remuneration framework for the

Chair, Executive Directors and

Company Secretary.

• Oversees major changes in the

employee benefit structure.

Sustainability Committee

• Responsible for sustainability and

climate change issues.

• Defines the Group’s Sustainability

strategy and reviews the policies in

place to ensure this is achieved.

C&C Group plc Annual Report 2025

Corporate Governance Report

Corporate

Governance

Report

Dear Shareholder,

On behalf of the Board, I am pleased to present

the Corporate Governance Report for the

financial year ended 28 February 2025.

Ralph Findlay

Chair

Following a rigorous process led by the Nomination

Committee and supported by an executive search

firm, Feargal O’Rourke was appointed as an

independent, Non-Executive Director, also in August

2024. Feargal’s extensive corporate, financial and

taxation experience, gained throughout his career at

PwC, made him the ideal successor to John Gibney as

Audit Committee Chair following John’s decision to

step down from the Board in January 2025.

In September 2024, Sanjay Nakra was appointed as

an independent Non-Executive Director. Sanjay’s

background in international corporate finance and

capital markets expertise has augmented the Board’s

skillset in these areas.

Board Composition and Succession

As announced during the year and detailed on

page 103, on 20 January 2025 we welcomed Roger

White as our new Chief Executive Officer. Roger

has undergone an extensive induction programme

to familiarise himself with our business, visiting our

numerous operational sites and meeting our various

teams in person and he will have opportunities to

introduce himself to even more colleagues in the

coming months. The Board is delighted to have

appointed someone with Roger’s industry experience

and skillset to lead the Company in this new chapter.

Following a brief transition period, I returned to my

role as Non-Executive Chair of the Board at the start

of our new financial year and also resumed the role of

Chair of the Nomination Committee from this date.

There have also been a number of changes during

the year in relation to the Non-Executive Directors

serving on the Board. After an almost nine-year

tenure, Vincent Crowley stepped down at the

conclusion of the last AGM in August 2024.

Board Diversity:

Percentage of women

on Board

40%

2024: 44%

Ethnicity: Number of

Board members from

ethnic background

2024: 1

Number of women

in senior Board

position

2024: 1

Financial Statements Additional InformationGovernance ReportStrategic Report

Further details on our Executive and NED

recruitment process and the inductions given

to Roger, Feargal and Sanjay can be found on

pages 79 to 80. The biographies for our new

Board members can also be reviewed on

pages 68 to 70.

Finally, as announced in January 2025, Mark

Chilton has notified the Board of his intention to

retire from his position as Company Secretary

and Group General Counsel at the end of August

2025. Gillian Kyle, currently Deputy Company

Secretary, will assume the role of Company

Secretary with effect from the close of the 2025

AGM. The Board thanks Mark for the guidance he

has provided during his more than six years with

the Group and looks forward to working even

more closely with Gillian, a highly experienced

company secretariat and governance

professional, in her new role. Further information

on Gillian’s biography can be found on page 70.

Stakeholders

We have sought to balance the needs of our

numerous stakeholders throughout the year,

be they employees, communities, consumers,

customers, suppliers, Shareholders or

regulators, while taking steps to secure the

Group’s longer-term success.

There has been a continued dialogue with all of

the main stakeholder groups, and on behalf of

the Board, I would like to take this opportunity

to thank them all for their partnership during

this period. Working together has been vital and

will continue to be so as we seek to deliver the

Group’s strategic, financial and ESG ambitions.

Details of the methods we have used to engage

with stakeholders to understand their views can

be found on pages 74 to 75. A statement on how

the Directors have had regard to the matters set

out in section 172 of the Companies Act 2006 can

be found on page 75.

Board Performance Review

It is very important that the performance of the

Board, its committees and individual Directors

is rigorously reviewed. In accordance with our

three-year cycle, an internal Board Performance

review was conducted. The results were

encouraging, and I am pleased to report that

key areas of Board strength continue to be the

strong cohesion among its members, a balanced

mix of experience, skills, and knowledge, and

Board meetings conducted in an atmosphere of

openness and collaboration, which is encouraged

by the Chair.

Leveraging on our strengths, we want to ensure

that we work as effectively as possible. There

are a couple of areas of continued improvement

that will form part of the Board’s action plan

for FY2026.

Our progress against last year’s areas of focus, as

well as the outcome of this year’s effectiveness

review can be found on pages 81 to 82.

Areas of Focus for FY2026

• Continue to monitor the Group’s long-term

succession and talent development pipeline.

• Ongoing review of the Group’s strategy.

• Appoint an external provider to undertake

an independent externally facilitated Board

Performance Review.

As a Board, our commitment is to maintain the

highest standards of Corporate Governance

across the Group and continue to promote and

enhance the inclusive culture we are building at

C&C; and a culture which fosters an open and

transparent environment where any concerns

may be raised with the confidence they will be

addressed without retribution.

I would like to thank my Board colleagues and

the Group Executive Committee for their

support, as well as for their continued leadership

as we continue to build a business which delivers

on the interests of all our stakeholders and

the communities and wider society in which

we operate.

I encourage all stakeholders to take every

opportunity presented to engage with the

Company and I would welcome you to attend,

and in any case vote at, the forthcoming Annual

General Meeting on 11 July 2025.

Ralph Findlay

Chair

Corporate Governance Report continued

C&C Group plc Annual Report 2025

Board Leadership

and Company Purpose

Role of the Board

The Group is led by the Board of Directors

(‘the Board’) and chaired by Ralph Findlay.

The core responsibility of the Board is to ensure

the Group is appropriately managed to achieve

its long-term objectives, generating value for

Shareholders and contributing to wider society.

The Board’s objective is to do this in a way that is

supported by the right culture and behaviours.

The Board has adopted a formal schedule of

matters specifically reserved for decision by

it, thus ensuring that it exercises control over

appropriate strategic, financial, operational and

regulatory issues. The Matters Reserved to the

Board can be found at candcgroupplc.com/

corporate-governance/board-of-directors/

matters-reserved-for-the-board/. Matters

not specifically reserved for the Board and its

Committees under its schedule of matters and

the Committees’ terms of reference, or for

Shareholders in general meeting, are delegated

to members of the Group Executive Committee.

The balance of skills, background and diversity of

the Board contributes to the effective leadership

of the business and the development of strategy.

The Board’s composition is central to ensuring all

Directors contribute to discussions. As a means

to foster challenge and Director engagement,

led by the Senior Independent Director, the

Non-Executive Directors meet without the Chair

present at least annually. Likewise, the Chair

holds meetings with the Non-Executive Directors

without the Executives present. In each of these

settings, there is a collaborative atmosphere

that also lends itself to the appropriate level of

scrutiny, discussion and challenge.

Our Purpose

To play a role in every drinking occasion,

delivering joy to our customers and consumers

with remarkable brands and service.

Information on our strategy is set out on

pages 2 to 63.

Our Culture

C&C has an open, humble, respectful, but

competitive culture, underpinned by certain

values and behaviours, namely:

Our Values

• We respect people and the planet.

• We bring joy to life.

• Quality is at our core.

Our Behaviours

• We put safety first.

• We are customer centric.

• We collaborate through trust.

• We keep it simple and remain agile.

• We are fact based, data and insight driven.

• We learn to improve.

The Board recognises the importance of a

strong corporate culture and the role it plays in

delivering the long-term success of the Company.

C&C colleagues want to work for a company that

values them and allows them to be themselves

and to thrive both personally and professionally.

The Board, Group Executive Committee and

senior leadership team, strive to create a positive

culture at C&C, providing colleagues with the

opportunity to grow, and develop in an inclusive

environment. A strong culture also ensures

that individuals have the confidence to speak

up where they have concerns in the knowledge

that those concerns will be heard and responded

to. To create the right culture, it is important

that colleagues live and breathe C&C’s values,

and this starts with our leadership team. The

Board sets the tone from the top to demonstrate

and promote these values, which are a critical

element to creating a working environment so

everyone can thrive. The Board uses a variety of

mechanisms, cultural indicators and reporting

lines to monitor the culture, listen to colleagues

and act on what they say. The table below

highlights some of those indicators.

Engagement with Shareholders

Information on relations with Shareholders

is provided as part of the Stakeholder

engagement section of the Strategic Report

on pages 14 and 15.

In fulfilling their responsibilities, the Directors

believe that they govern the Group in the best

interests of Shareholders, whilst having due

regard to the interests of other stakeholders

in the Group including customers, employees

and suppliers.

In addition to our formal AGM, the Chair has

regular engagement with major Shareholders in

order to understand their views on governance

and performance against the strategy. Our

Remuneration Committee Chair has also

engaged with major Shareholders in November

2024 and March 2025. More details can be

found on page 108.

The Chair ensures that the Board has a clear

understanding of the views of Shareholders. The

Executive Directors have regular and ongoing

communication with major Shareholders

throughout the year, by participating in investor

roadshows and presentations to Shareholders.

Feedback from these visits is reported to

the Board. The Executive Directors also have

regular contact with the Company’s analysts

and corporate brokers. The Chair, Senior

Independent Non-Executive Director as well as

other Non-Executive Directors, particularly as

part of their Committee responsibilities, receive

feedback on matters raised at the meetings with

Shareholders and are offered the opportunity

to attend meetings with major Shareholders.

Corporate Governance Report continued

Financial Statements Additional InformationGovernance ReportStrategic Report

As a result of these procedures, the Non-

Executive Directors believe that they are aware of

Shareholders’ views across a range of topics that

are material to C&C. In addition, Chris Browne,

the Senior Independent Non-Executive Director,

and the Committee Chairs are available to meet

with major Shareholders. Arrangements can also

be made through the Company Secretary and

Group General Counsel for major Shareholders to

meet with newly appointed Directors.

The Group maintains a website at

www.candcgroup.com which is regularly updated

and contains information about the Group.

Stakeholders

The Code provides that the Board should

understand the views of the Company’s key

stakeholders other than Shareholders and

describe how their interests and the matters

set out in section 172 of the UK Companies Act

2006 (‘s.172’) have been considered in Board

discussions and decision-making.

Whilst s.172 is a provision of UK company law,

the Board acknowledges that as a premium

listed issuer, it is important to address the spirit

intended by these provisions.

Section 172 Statement

A director of a company must act in a way

they consider, in good faith, would most likely

promote the success of the company for the

benefit of its members as a whole, taking into

account the factors as listed in s.172. This is

not a new requirement, and the Board has

always considered the impact of its decisions

on stakeholders.

Some examples of how the Board has done so in

relation to decisions during the year are outlined

on page 78. Details of who the Board considers

the main stakeholders are, how we have engaged

with them during the year and the outcomes

of the process are set out on page 14 to 15 and

forms part of the s.172 statement.

Cultural indicators

Health and Safety Employees Ethics and Compliance Customers and Suppliers Sustainability

• Lost time frequency rates

• Workplace safety accident rates

• Reporting of injuries, diseases and

dangerous occurrences

• Near miss reporting

• Employee ‘town hall’ meetings/face-to-

face meetings

• CEO’s quarterly ‘All-colleagues’ call

• Results of ‘Peakon’ employee

engagement surveys

• Employee turnover rates

• Gender pay gap disclosures

• Reports on progress on diversity, equity,

and inclusion

• Employee engagement sessions with the

designated Non-Executive Directors

• Internal audit reports and findings

• Fraud and misconduct statistics

• Annual confirmation of compliance with

our anti-financial crime policies

• Whistleblower statistics

• Compliance with supply chain standards

• Customer retention rates

• Supplier audits

• Brand satisfaction ratings

• On time in full rates

• Tracking of ESG targets in line with the

Company’s ESG strategy

• Collaboration with Governments, NGOs

and Industry Programmes

• Engagement with stakeholder groups

such as suppliers and the community

Corporate Governance Report continued

C&C Group plc Annual Report 2025

Division of Responsibilities

It is the Company’s policy that the roles of the Chair and CEO are separate, with their roles and responsibilities clearly defined, set out in writing and available on our website at candcgroupplc.com/policies-and-

terms/corporate-governance-documents. As described in the prior year’s annual report, in June 2024, the Chair assumed a joint role with that of CEO. Upon the appointment of the new CEO in January 2025,

and after a short transition period, the Chair reverted back to a Non-Executive Chair role with effect from 1 March 2025.

Role Responsibility

Chair

The Chair, Ralph Findlay, is responsible for the leadership of the Board and ensuring effectiveness in all aspects of its role. The Chair is responsible for ensuring, through the Company Secretary and Group

General Counsel that Directors receive accurate, timely and clear information. He is responsible for setting the Board’s agenda and ensuring adequate time is available for Board discussion and to enable

informed decision-making. He is responsible for promoting a culture of openness and debate by encouraging and facilitating the effective contribution of all Non-Executive Directors and constructive

relations between Executive and Non-Executive Directors. The Chair ensures high standards of Corporate Governance and ethical behaviour and oversees the culture of the Group.

Senior Independent

Director

Chris Browne, Senior Independent Non-Executive Director. In addition to her role and responsibilities as an Independent Non-Executive Director and Employee Engagement Non-Executive Director, the

Senior Independent Director is available to Shareholders where concerns have not been resolved through the normal channels of communication and for when such contact would be inappropriate. Chris

acts as a sounding board for the Chair and acts as an intermediary for the Directors when necessary. She is responsible for annually evaluating the performance of the Chair in consultation with the other

Non-Executive Directors.

Non-Executive

Directors

Vineet Bhalla, Angela Bromfield, Chris Browne, Jill Caseberry, Sanjay Nakra, Sarah Newbitt and Feargal O’Rourke, the Non-Executive Directors, provide an external perspective, sound judgement and

objectivity to the Board’s deliberations and decision-making. With their diverse range of skills and expertise, they support and constructively challenge the Executive Directors and monitor and scrutinise

the Group’s performance against agreed goals and objectives. The Non-Executive Directors together with the Chair meet regularly without any Executive Directors being present. The Non-Executive

Directors provide a conduit from the workforce to the Board for workforce engagement and have sufficient time to meet their board responsibilities.

Chief Executive

Officer (CEO)

Roger White, CEO, is responsible for the leadership and day-to-day management of the Group. This includes formulating and recommending the Group’s strategy for Board approval in addition to

executing the approved strategy. As outlined above, the roles of Chair and CEO were held by Ralph Findlay on a temporary basis for part of the year under review.

Chief Financial &

Transformation Officer

(CF&TO)

Andrew Andrea, CF&TO, is responsible for the Group’s financial strategy and execution alongside leading its transformation programme, in accordance with authority delegated by the Board and,

together with the CEO, leads the relationship with institutional Shareholders.

Company Secretary and

Group General Counsel

Mark Chilton, Company Secretary and Group General Counsel, supports the Chair, CEO and the Board Committee Chairs in setting Agendas for meetings of the Board and its Committees. He is available to

all Directors for advice and support. He is responsible for information flows to and from the Board and the Board Committees and between Directors and senior management. In addition, he supports the

Chair in respect of training and the Board and Committee performance reviews. He also advises the Board on regulatory compliance and Corporate Governance matters.

Board Committees

The Board has established a Nomination Committee, Audit Committee, Remuneration Committee and Sustainability Committee to oversee and debate relevant issues and policies outside main Board

meetings. Throughout the year, the Chair of each Committee provides the Board with a summary of key issues considered at the Committee meetings. Board Committees are authorised to make enquiries

of the Executive Directors and senior management across the Group as they feel appropriate and to engage the services of external advisers as they deem necessary in the furtherance of their duties at the

Company’s expense.

Corporate Governance Report continued

Financial Statements Additional InformationGovernance ReportStrategic Report

Employee Engagement

Employee Engagement is a standing item on the

Board Agenda and a programme of engagement

sessions is established for the full year between

employees and the two designated Employee

Engagement Non-Executive Directors. The

objective of these sessions is to ensure that the

employee voice is heard in the Boardroom and an

action plan developed to ensure that employee

feedback is used in Board decision making.

Corporate Governance Report continued

These valuable sessions are part of a wider

employee voice channel programme.

Informal listening sessions are also

undertaken as part of the Board Induction

Programme and Non-Executive Director site

visits, which enable deeper dialogue on

matters of importance to employees. The

Board continues to enhance and improve the

process and keep the effectiveness of the

current approach under review.

During the year the Employee Engagement Non-

Executive Directors held the following Employee

Engagement sessions:

18 April 2024 – one session in Bristol Pavilions

with employees from office-based roles.

16 July 2024 – two sessions in Wellpark,

Glasgow with employees from manufacturing,

depot and office-based roles.

5 September 2024 – two sessions in

Orbital West depot.

6 February 2025 – two sessions at Clonmel site.

27 February 2025 – one session in Glasgow with

Commercial colleagues.

Board Meetings in FY2025

The Directors’ attendance at Board meetings

during the year ended 28 February 2025 is

shown in the table on page 67. The core activities

of the Board and its Committees are covered

in scheduled meetings held during the year.

Additional unscheduled meetings are also held

to consider and decide matters outside

scheduled meetings.

Board and Committee members are expected to

attend each scheduled meeting, and, wherever

possible, any unscheduled meetings. If a Director

is unable to attend a meeting due to exceptional

circumstances, or pre-existing commitments,

they are encouraged to provide comments

and observations on the relevant Board and

Committee papers, to the Chair of the Board

or Committee so that they may be shared with

Directors at the meeting. The Board aims to

hold at least two meetings in different operating

locations each year. When visiting operating

locations, Directors can meet with a diverse

group of senior business leaders and colleagues,

which allows them to gain further insight into

how the business works and the opportunity to

listen to colleagues’ views and ask questions.

C&C Group plc Annual Report 2025

Board activity during FY2025

Each Board meeting follows a carefully tailored agenda agreed in advance by the Chair, CEO and

Company Secretary. A typical meeting will comprise reports on current trading and financial

performance from the CEO and CF&TO, investor relations updates, a deep-dive session,

examining investment and acquisition opportunities and presentations/reports on specific subject

areas. A summary of the key activities covered during FY2025 can be found below.

Corporate Governance Report continued

Strategy,

Operations

and Finance

• Received presentations from management on brand marketing plans;

• Received presentations from the CEO and CF&TO and senior management on strategic

initiatives and trading performance;

• Approved the annual budget plan and KPIs;

• Reviewed and approved the Group’s full year FY2024 and half year FY2025 results as well

as trading updates;

• Approved the Group’s FY2025 Annual Report (including a fair, balanced and

understandable assessment) and 2025 AGM Notice;

• Received and reviewed updates from senior management on the Group’s sustainability

strategy including ESG frameworks, climate change risks and TCFD reporting;

• Received and discussed presentations from the GB Head of Logistics and the

Manufacturing Director; and

• Received Investor relations updates.

People

and Culture

• Review of succession planning;

• Continued focus on the composition, balance and performance of the Board, including the

appointment of a CEO, Chair of the Audit Committee and two Non-Executive Directors;

• Reviewed and discussed six monthly employee satisfaction survey results and monitored

culture throughout the Group;

• Considered progress towards greater diversity in the workforce; and

• Received reports from the Employee Engagement Non-Executive Directors on their

engagement with colleagues.

Safety

• Safety is a standing item on every Board Agenda; and

• Received and discussed safety performance reports and updates presented by the Group

Health and Safety Director.

Internal

Control

and Risk

Management

• Reviewed the Group’s risk management framework and principal risks and uncertainties

and emerging risks;

• Reviewed and confirmed the Group’s Viability Statement and going concern status;

• Reviewed and validated the effectiveness of the Group’s systems of internal controls and

risk management; and

• Reviewed updates on the information and cyber security control environment.

Governance

and Legal

• Approved the Group’s Modern Slavery Statement for publication;

• Received reports on engagement with institutional Shareholders, investors and other

stakeholders throughout the year;

• Reviewed progress against the FY2024 external Board Performance Review action plan;

• Conducted an internal Board Performance Review, with the outcome discussed

by the Board;

• Received and reviewed whistleblowing reports and activities;

• Received and discussed six-monthly reports and updates presented by the Group Data

Protection Officer;

• Received updates from the Chairs of the Audit, Nomination, Remuneration and

Sustainability Committees; and

• Reviewed the Matters Reserved for the Board and the Sustainability Committees Terms

of Reference.

Objectives

and Controls

The Group’s strategic objectives are set out on page 13 and a summary of performance against

the Group’s KPIs is at pages 16 to 17. The Board also receives regular updates across a broad

range of internal KPIs and performance metrics. The Group has a clear risk management

framework in place, as set out on pages 54 to 62, to manage the key risks to the

Group’s business.

Business

Model and

Risks

The Group’s Business model is set out on page 13. The Risk Management Report on pages 54

to 62 contains an overview of the principal risks facing the Group and a description of how they

are managed.

Whistle-

blowing

All employees have access to a confidential whistleblowing service which provides an effective

channel to raise concerns. The Audit Committee and the Board receives updates detailing all

notifications and subsequent action taken. You can read more about this on page 96.

Financial Statements Additional InformationGovernance ReportStrategic Report

Corporate Governance Report continued

Composition, Succession

and Evaluation

As at 28 February 2025, the Board consisted

of a Chair, two Executive Directors and seven

independent Non-Executive Directors. As

at 27 May 2025, the date of this Report, the

composition remains unchanged.

Over half of the Board comprises independent

Non-Executive Directors and the composition

of all Board Committees complies with the

Code, while also including longer serving and

more recently appointed Directors. Additionally,

the Chair was considered independent on his

appointment. However, as described under

‘Deviation from the Code’ in the next section of

this report, the Chair temporarily assumed the

role of Chief Executive Officer between June 2024

and February 2025 following the resignation of

the previous CEO. During this period, the Chair

was no longer considered independent. Details

of the skills and experience of the Directors are

contained in the Directors’ biographies on pages

68 to 70 and also on page 107 of the Nomination

Committee Report.

Deviation from the Code

The Board recognises the importance of high

standards of corporate governance and is

committed to complying with the provisions of

the UK Corporate Governance Code (the ‘Code’).

However, during fiscal year 2025, there was one

instance where the Company did not comply

with the provisions of the Code, specifically

Provision 9, which states that the roles of Chair

and Chief Executive should not be exercised by

the same individual.

On 6 June 2024, the then Chief Executive Officer,

Patrick McMahon, stepped down from his role

and from the Board. In response, the Board

activated its contingency succession plan and,

upon the recommendation of the Nomination

Committee, approved the interim appointment

of the Chair of the Board, Ralph Findlay as Chief

Executive Officer with immediate effect. This

combined role continued until the appointment

of Roger White as CEO on 20 January 2025.

Following a short transition and handover period,

Ralph Findlay returned to his role as Chair of

the Board and Nomination Committee Chair on

1 March 2025.

The Board considered this deviation from the

Code to be necessary and appropriate in the

circumstances in order to maintain continuity

of leadership, ensure the effective execution of

the Company’s strategy, and preserve stability

within the senior management team. To reinforce

good governance during this period, the Chair

also stepped down from the role of Nomination

Committee Chair, with the Senior Independent

Director, Chris Browne, assuming that position.

The Board is satisfied that this temporary

arrangement was in the best interests of the

Company and its stakeholders, and that effective

oversight and independence were maintained

through the continued engagement of the Non-

Executive Directors and the leadership of the

Senior Independent Director.

The Company resumed full compliance with the

Code from 1 March 2025.

Board Independence

The independence of Non-Executive Directors

is considered by the Board and reviewed at

least annually, based on the criteria suggested

in the Code. Non-Executive Directors do not

participate in any of the Company’s share

option or bonus schemes.

Following this year’s review, and taking

into account the temporary governance

arrangements referred to previously in this

section, the Board concluded that all the

Non-Executive Directors continue to remain

independent in character and judgement and are

free from any business or other relationship that

could materially interfere with the exercise of

their independent judgement in accordance

with the Code.

Appointments to the Board

Recommendations for appointments to the

Board are made by the Nomination Committee.

In accordance with the Matters Reserved to the

Board and the Nomination Committee Terms

of Reference, which provide a framework for

the different types of Board appointments on

which the Committee may be expected to make

recommendations. Appointments are made on

merit and against objective criteria with due

regard to diversity (including skills, knowledge,

experience and gender).

All Board appointments are subject to continued

satisfactory performance followings the Board’s

annual Performance Review. The Nomination

Committee, chaired by Chris Browne from

7 June 2024 to 1 March 2025, leads the

process for Board appointments and makes

recommendations to the Board. The activities

of the Nomination Committee and a description

of the Board’s policy on diversity are on pages

100 to 107. Ralph Findlay reassumed the role of

Nomination Committee Chair with effect from

1 March 2025.

Time Commitment and

External Appointments

Following the Board Performance Review

process, detailed further on pages 81 to 82, the

Board has considered the individual Directors

attendance, their contribution and their external

appointments and is satisfied that each of the

Directors is able to allocate sufficient time to

the Group to discharge their responsibilities

effectively. As evidenced by the attendance table

earlier in the report, the attendance remained

high and demonstrates the Directors’ ability to

devote sufficient time.

In line with the Code, Directors are required

to seek Board approval prior to taking on any

additional significant external appointments

and explain the reason for permitting these

appointments. Prior to these appointments, the

Board considers the time required, including

whether it would impact their ability to devote

sufficient time to their current role.

C&C Group plc Annual Report 2025

Corporate Governance Report continued

Induction/Development

On appointment, a comprehensive tailored

Board induction programme is arranged for each

new Director. The aim of the programme is to

provide the Director with a detailed insight into

the Group. The programme involves meetings

with the Chair, Chief Executive Officer, Chief

Financial & Transformation Officer, Company

Secretary, Group Executive Committee

members, key senior management, legal

advisors, and brokers.

It covers areas such as:

• the business of the Group;

• their legal and regulatory responsibilities

as Directors of the Company;

• briefings and presentations from Executive

Directors and other senior management; and

• opportunities to visit business operations.

To update the Directors’ skills, knowledge and

familiarity with the Group and its stakeholders,

visits to Group business locations are organised

for the Board periodically, as well as trade visits

with members of senior management to assist

Directors’ understanding of the operational issues

that the business faces. Non-Executive Directors

are also encouraged to visit Group operations

throughout their tenure to increase their exposure

to the business. Directors are continually updated

on the Group’s businesses, the markets in which

they operate and changes to the competitive and

regulatory environment through briefings to the

Board and meetings with senior management.

Training opportunities are provided through

internal meetings, presentations and briefings by

internal advisers and business heads, as well as

external advisers.

Information and Support

All members of the Board are supplied with

appropriate, clear and accurate information in a

timely manner covering matters which are to be

considered at forthcoming Board and Committee

meetings.

Should Directors judge it necessary to seek

independent legal advice about the performance

of their duties with the Group, they are entitled to

do so at the Group’s expense. Directors also have

access to the advice and services of the Company

Secretary, who is responsible for advising the

Board on all governance matters and ensuring

that Board procedures are followed.

The appointment and removal of the Company

Secretary is a matter requiring Board approval.

Re-election of Directors

All Directors are required by the Company’s

Articles of Association to submit themselves

to Shareholders for election at the first Annual

General Meeting after their appointment

and thereafter for re-election by rotation at

least once every three years. In accordance

with the Code, all Directors will, however,

stand for re-election annually.

Financial Statements Additional InformationGovernance ReportStrategic Report

–

Corporate Governance Report continued

Board

Performance

Review

FY2025 Board and Committee

Performance Review

Each year, the Board undertakes a rigorous

review of its own effectiveness and performance,

and that of its Committees and individual

Directors. At least every three years, the

Performance Review is externally facilitated.

Board Performance Cycle

2025 Board Performance Review process

In April 2025, the Board Performance

Review was internally facilitated by

our Company Secretary and Group

General Counsel.

Board members, Company Secretary

and Group General Counsel, Deputy

Company Secretary, internal auditors

and remuneration advisors completed

an online questionnaire as part of the

process. The questionnaire covered the

following topics:

• board composition

• strategic oversight

• focus of meeting and information

• balance of Board’s skills

• succession planning

• risk management and

internal controls

• format of Board meetings

• effective use of Committees

The findings of the Review were

discussed with the Chair and the

Company Secretary, and finalised into

a report. The findings were presented

at the May 2025 Board meeting. A

Report on the Chair’s performance was

presented to the Senior Independent

Director and the results discussed at a

meeting of the Non-Executive Directors

without the Chair present.

The Chair received feedback on

individual Directors’ performance,

which was followed by one-to-one

meetings between the Chair and each

individual Director to discuss the

findings. Feedback on each Committee

was presented to each Committee

Chair and was discussed at the May

Committee meetings.

The Board considered the findings of

the Board Performance Review and

agreed on the priority areas noting that

the action plans would be built into the

Board’s objectives, meeting agendas

and engagement activities for FY2026,

and progress against these will be

monitored and reported in the FY2026

Annual Report.

STAGE 1: STAGE 2: STAGE 3:

Design of Review Review methodology Findings and actions

The Board considered the results of the

2025 Board Performance Review and has

separately assessed the independence

and time commitment of each Director.

Taking all of this into account and the

Directors’ skills and experience (set out on

pages 68 to 70), the Board concluded that

each Director’s performance continues

to be effective and that they demonstrate

commitment to their roles.

The Board believes that the re-election and

election of all Directors respectively is in the

best interests of the Company.

In accordance with our three-year cycle,

the performance Review for FY2026

will be externally facilitated by an

independent provider.

C&C Group plc Annual Report 2025

FY2025 Internal Board

Performance Review

Board observations

Following the review, the Board has

identified several significant strengths.

These include strong cohesion among its

members, a balanced mix of experience,

skills, and knowledge, and Board meetings

conducted in an atmosphere of openness

and collaboration, which is encourage by

the Chair.

The Board member interactions are

productive and relationships are positive

for the newly established Board. Some

feedback indicates the newness of

the Board.

Corporate Governance Report continued

2024 Findings and progress

Area of Focus Detailed Feedback Progress

Culture

The evaluation found a strong desire from the Board

to develop a deeper understanding of organisational

culture. As part of this focus Directors are eager to

develop employee engagement and greater oversight of

reward practices throughout the organisation.

Progress continues to be made by the Board in better understanding how far desired cultures

and values were embedded in the Group, as evidenced by Non-Executive Director employee

engagement. The Employee Engagement Non-Executive Directors held a number of employee

listening sessions with a range of employees and the CEO’s induction process has provided

invaluable insight into our culture. Subsequently, post year-end, we held a ‘Meet the Board’

listening session. We also engaged in a campaign to refresh and re-enforce a healthy

workplace ‘Speak Up’ culture to ensure that any of our employees who have concerns are

comfortable to raise those through the appropriate channels and that those concerns will

be actioned appropriately.

Board logistics

and information

In light of the challenges of remote Board meetings,

Directors communicated that there may need to be

refinement to Board agendas, including ensuring there

is a balance struck between insight and excessive detail.

The Board has continued to evolve ways of working to ensure Board time is used in a way that is

strategic, appropriate and effective. The agenda moved to a more focused, specific and strategic

footing to reflect this way of working during FY2025 and the feedback in the recent Performance

Review welcomed these changes.

Risk picture

The Directors voiced satisfaction with the strength

of work done on developing and communicating the

updated risk framework in recent years. Feedback

indicated that this risk picture needs to be further

developed, particularly in relation to emerging non-

financial risks and wider economic developments.

During the year, a Director of Risk and Internal Audit was appointed, and the internal audit

and risk team were further expanded. Additionally, post year-end, a Compliance Officer was

appointed. The frequency of updates from this team to the Audit Committee and Board has

increased, and the Group continues to develop mitigation measures to address these risks. The

status of risk and mitigating actions became much clearer in FY2025. Furthermore, a 24-month

risk management roadmap was presented to the Audit Committee in February 2025. Work is

currently being done on developing risk Horizon Scanning and the Board will be asked to review

its risk appetite in October 2025.

FY2025 Findings and Key Areas of Focus for FY2026

Area of Focus Detailed Feedback

Strategy The review found enthusiasm for having greater Board input into the strategy development process, as well as more focus on monitoring of strategic progress. Directors are keen to spend more time on

assessing the resilience of the business model, the role of technology in driving the strategy, and the strategic risks and opportunities that may come from big market shifts.

Talent Development and

Succession planning

Participants in the review communicated a need to continue to make further progress on Board, Group Executive Committee and management succession and talent development planning, including by

giving the Board greater exposure to potential successors, and having regular sessions on talent management at the Board and Nomination Committee.

Risk and control Feedback indicated that Board oversight of risk whilst it has been enhanced in FY2025 it could be enhanced further. Directors are pleased to see progress on cyber, health and safety risk and progress on

legacy control issues in the finance area.

People and culture There is a desire to increase the focus on people, particularly regarding the skills that will be needed to underpin the strategy. Additionally, feedback suggests Board oversight of culture continued to improve

via the Non-Executive Employee Engagement Directors, however, the area needs further development in FY2026.

Financial Statements Additional InformationGovernance ReportStrategic Report

Corporate Governance Report continued

Audit, Risk and Internal Control

Financial and Business Reporting

The Strategic Report on pages 2 to 63 explains

the Group’s business model and the strategy for

delivering the objectives ofthe Group.

A Statement on Directors’ Responsibilities on

the Annual Reportcan be found on page 127, a

Statement on the Accounts being fair, balanced

and understandable can be found on page 94

and a statement on the Group as a going concern

and the Viability Statement are set out on pages

62 to 63.

Risk Management

Please refer to pages 54 to 62 for information on

the risk management process and the Group’s

principal risks and uncertainties.

Internal Control

Details on the Group’s internal control systems

are set out on pages 94 to 95.

Internal Audit

Details of the Internal Audit function are provided

within the Audit Committee report on page 94.

Audit Committee and Auditors

For further information on the Group’s

compliance with the Code and provisions relating

to the Audit Committee and auditors, please

refer to the Audit Committee Report on

pages 89 to 96.

Annual General Meeting

The AGM provides a valuable opportunity for

the Board to engage with our Shareholders and

listen to their feedback. In 2024, Shareholders

were invited to join the AGM in person, to listen,

vote and ask questions. Shareholders were also

provided with an opportunity to submit their

questions about the business or any matter

pertaining to the AGM, in advance of the meeting.

All Directors attended the AGM, together with

the External Auditor. All resolutions at the 2024

AGM were voted on a poll. Shareholders who

were unable to attend the meeting, were asked

to register their vote in advance of the AGM by

appointing the Chair of the AGM as proxy and

providing their voting instructions.

Remuneration

For further information on the Group’s

compliance with the Code provisions relating

to remuneration, please refer to the Directors’

Remuneration Committee Report on pages

108 to 126 for the level and components of

remuneration. Shareholders approved the

Group’s current Remuneration Policy at the 2024

AGM with a vote of over 94% in favour. The Policy

is designed to promote the long-term success of

the Group.

All resolutions, bar one, were passed with over

83% cast in favour. The resolution relating to the

advisory vote on the Company’s 2024 Directors’

Remuneration Report received a vote of 60%

against. During the year the Remuneration

Committee Chair engaged with those

Shareholders who did not vote in favour of this

resolution to understand their concerns. Please

refer to pages 108 to 126 for further information.

In compliance with the Code, at the Annual

General Meeting, the voting results will be

announced to the London Stock Exchange and

placed on the Group’s website following the

meeting. A separate resolution will be proposed

at the Annual General Meeting in respect of each

substantially separate issue.

This Report was approved by the Board of

Directors on 27 May 2025.

Mark Chilton

Company Secretary and Group General Counsel

C&C Group plc Annual Report 2025

Directors’ Report

Reporting Requirements Our Policies Section in Annual Report or Page References Risks

Environmental matters

Environmental Sustainability Sustainability Report Sustainability and Climate Change is one of

our principal risks. Please refer to page 61 for

more details.

Social and Employee matters

Diversity, Equity and Inclusion

Health and Safety

Speak Up

Conflicts of Interest

Sustainability Report For employee matters, retention and

recruitment of employees is one of our

principal risks. Please refer to page 62, the

ESG Board Committee Report on pages 97 to

99 and the Nomination Committee Report on

pages 100 to 107 for more details.

Human Rights

Modern Slavery Statement Sustainability Report Although the risks associated with human

rights abuses are actively monitored, the

Group does not believe these risks meet the

threshold of a principal risk for our business.

Anti-Bribery and Corruption

Code of Conduct

Compliance

Anti-Bribery

Sustainability Report Although the risks associated with bribery

and corruption are actively monitored, the

Group does not believe these risks meet the

threshold of a principal risk for our business.

Description of the business model

Please refer to page 13

Non-Financial key

performance indicators

Please refer to page 17

Directors’ Report

The Directors present the Annual Report and

audited Consolidated Financial Statements

of the Group for the financial year ended

28 February 2025.

Principal Activities

The Group’s principal trading activity is the

manufacturing, marketing and distribution

of branded beer, cider, wine, spirits and

soft drinks.

Non-Financial Reporting Statement

In compliance with the European Union

(Disclosure of Non-Financial and Diversity

Information by certain large undertakings and

groups) Regulations 2017, the table below

is designed to help stakeholders navigate to

the relevant sections in this Annual Report to

understand the Group’s approach to these

non-financial matters:

Financial Statements Additional InformationGovernance ReportStrategic Report

The Group’s Viability Statement is contained in the Strategic Report on pages 62 and 63.

Corporate Governance

In accordance with the Companies Act 2014, the Corporate Governance statement of the Company

for the financial year ended 28 February 2025, including the main features of the internal control

and risk management systems of the Group, is contained in the Strategic Report and the Corporate

Governance Report on pages 72 to 83.

Substantial Interests

At 28 February 2025, the following percentage interests in the Ordinary Share capital of the Company,

had been notified under Rule 5 of the Disclosure Guidance and Transparency Rules, (‘DTR 5’). The

information provided below was correct at the date of the notification; however, the date it was

received may not have been within the current financial year. It should be noted that these holdings

are likely to have changed since the time that the Company was notified however, notification of any

changes is not required until the next notifiable threshold is crossed.

No. of Ordinary Shares

held as notified at

28 February 2025

% at

28 February 2025

Artemis Investment Management LLP 54,579,724 13.86%

Brandes Investment Partners, L.P. 45,427,285 12.01%

FIL Limited 37,732,892 9.96%

Magallanes Value Investors SA SGIIC 20,116,718 5.11%

Aberforth Partners LLP 19,739,135 5.02%

BlackRock, Inc. 14,405,937 3.66%

Silchester International Investors LLP 12,341,061 3.96%

Utah State Retirement Systems 12,231,013 3.11%

Setanta Asset Management Limited 11,904,120 3.16%

The Company has been notified of the following changes in interests disclosed under DTR 5 between

28 February 2025 and 23 May 2025.

No. of Ordinary Shares

held as notified at

23 May 2025

% at

23 May 2025

Brandes Investment Partners, L.P. 57,019,502 15.08%

Artemis Investment Management LLP 48,742,773 12.88%

FIL Limited 37,732,892 10.0%

Results and Dividends

The Group’s results and performance highlights

for the year are set out on pages 8 to 12 of the

Annual Report. An interim dividend of 2.00 cent

per Ordinary Share was paid to Shareholders in

December 2024. Subject to approval at the 2025

Annual General Meeting, the Directors propose

to pay a final dividend of 4.13 cent per Ordinary

Share for the financial year ended 28 February

2025 to Shareholders on the Register of

Members at close of business on 13 June 2025.

Board of Directors

The names, functions and date of appointment

of the individuals that were Directors as at the

date of this Report are set out on pages 68 to 70.

During the financial year the following individuals

also acted as Directors of the Company:

• Patrick McMahon

(stepped down 6 June 2024);

• Vincent Crowley

(stepped down 15 August 2024); and

• John Gibney

(stepped down 13 January 2025).

Research and Development

Certain Group undertakings are engaged in

ongoing research and development aimed

at improving processes and expanding

product ranges.

Listing Arrangements

In order to facilitate entry into the FTSE UK Index

Series, the Group cancelled the listing and trading

of C&C shares on Euronext Dublin with effect

from 8 October 2019. The Group is listed on the

premium segment of The London Stock Exchange

and was included in the FTSE All-Share Index and

the FTSE 250 index in December 2019.

The Group remains domiciled and tax resident in

Ireland, with its registered and corporate head

office located in Dublin. The Group also retains a

significant manufacturing, commercial and brand

presence in Ireland.

Share Price

The price of the Company’s Ordinary Shares as

quoted on the London Stock Exchange at the

close of business on 28 February 2025 was £1.47

(29 February 2024: £1.43). The price of the

Company’s Ordinary Shares ranged between

£1.39 and £1.77 during the year.

Further Information on the Group

1. The information required by section 327

of the Companies Act 2014 to be included

in this report with respect to:

2. The review of the development and

performance of the business and future

developments is set out in the CEO’s Review

on pages 8 to 12 and the Strategic

Report on pages 2 to 63.

3. The principal risks and uncertainties which the

Company and the Group face are set out in the

Strategic Report on pages 54 to 62.

4. The key performance indicators relevant to the

business of the Group, including environmental

and employee matters, are set out in the

Strategic Report on pages 16 to 17 and in the

CF&TO’s Review on pages 18 to 21; and further

information in respect of environmental and

employee matters is set out in the Sustainability

Report on pages 22 to 39.

5. The financial risk management objectives

and policies of the Company and the Group,

including the exposure of the Company and

the Group to financial risk, are set out in the

CFTO’s Review on pages 18 to 21 and Note 24

to the financial statements.

Directors’ Report continued

C&C Group plc Annual Report 2025

Directors’ Report continued

Issue of Shares and Purchase

of Own Shares

At the Annual General Meeting held on 15 August

2024, the Directors received a general authority

to allot shares. A limited authority was also

granted to Directors to allot shares for cash

otherwise than in accordance with statutory

pre-emption rights. Resolutions will be proposed

at the 2025 Annual General Meeting to allot

shares to a nominal amount which is equal to

approximately one-third of the issued Ordinary

Share capital of the Company. In addition,

resolutions will also be proposed to allow the

Directors to allot shares for cash otherwise than

in accordance with statutory pre-emption rights

up to an aggregate nominal value which is equal

to approximately 5% of the nominal value of the

issued share capital of the Company and, in the

event of a rights issue, and a further 5% of the

nominal value of the issued share capital of the

Company for the purposes of an acquisition or

a specified capital investment. If granted, these

authorities will expire at the conclusion of the

Annual General Meeting in 2026 and the date

15 months after the passing of the resolution,

whichever is earlier.

At the Annual General Meeting held on 15 August

2024 authority was granted to purchase up to

10% of the Company’s Ordinary Shares (the

“Repurchase Authority”). The Group continued

to operate the share buyback programme

announced at the end of the previous financial

year and from 9 September 2024 to 30 January

2025 has purchased 8,259,817 shares in the

open market at an average price of €180.05

cent per share, with the total buyback therefore

amounting to €14.9m. This is addition to the

activity between 1 March 2024 to 21 June 2024

when it purchased 7,880,044 shares in the

open market at an average price of €193.14

cent per share, with the total buyback therefore

amounting to €15.1m.

Special resolutions will be proposed at the 2025

Annual General Meeting to renew the authority

of the Company, or any of its subsidiaries, to

purchase up to 10% of the Company’s Ordinary

Shares in issue at the date of the Annual General

Meeting and in relation to the maximum and

minimum prices at which treasury shares

(effectively shares purchased and not cancelled)

may be re-issued off-market by the Company. If

granted, the authorities will expire on the earlier

of the date of the Annual General Meeting in

2026 and the date 18 months after the passing

of the resolution. The minimum price which may

be paid for shares purchased by the Company

shall not be less than the nominal value of the

shares and the maximum price will be 105% of

the average market price of such shares over

the preceding five days. The Directors will only

exercise the power to purchase shares if they

consider it to be in the best interests of the

Company and its Shareholders.

As at 23 May 2025, being the latest practicable

date, options to subscribe for a total of 5,908,073

Ordinary Shares (excluding Recruitment and

Retention Awards) are outstanding, representing

1.6% of the Company’s total voting rights. If the

authority to purchase Ordinary Shares were used

in full, the options would represent 1.7% of the

Company’s total voting rights.

Dilution Limits and Time Limits

All employee share plans contain the share

dilution limits recommended in institutional

guidance, namely that no awards shall be granted

which would cause the number of Shares issued

or issuable pursuant to awards granted in the ten

years ending with the date of grant (a) under any

discretionary or executive share scheme adopted

by the Company to exceed 5%, and (b) under

any employees’ share scheme adopted by the

Company to exceed 10%, of the Ordinary Share

capital of the Company in issue at that time.

The European Communities

(Takeover Bids (Directive 2004/25/

EC)) Regulations 2006

Structure of the Company’s share capital

At 23 May 2025, being the latest practicable

date, the Company has an issued share capital

(including treasury shares) of 385,840,778

Ordinary Shares of €0.01 each and an authorised

share capital of 800,000,000 Ordinary Shares

of €0.01 each.

At 28 February 2025, the trustees of the

C&C Employee Trust and the trustees of the

Partnership and Matching Share scheme,

together held 2,231,071 Ordinary Shares of €0.01

each in the capital of the Company. These shares

are, however, included in the calculation of Total

Voting Rights for the purposes of Regulation 20

of the Transparency (Directive 2004/109/EC)

Regulations 2007 (‘TVR Calculation’).

At 28 February 2025, a subsidiary of the Group

held 9,025,000 shares in the Company, which

were acquired under the authority granted to the

Company. These shares are not included in the

TVR calculation and are accounted for as treasury

shares. Treasury shares represent 2.33% of

issued share capital at 28 February 2025. Further

details can be found in Note 26 (Share Capital

and Reserves) to the financial statements.

Details of employee share schemes, and the

rights attaching to shares held in these schemes,

can be found in Note 4 (Share-Based Payments)

to the financial statements and the Report of

the Remuneration Committee on Directors’

Remuneration on pages 108 to 126.

The Company has no securities in issue

conferring special rights with regard to control

of the Company.

Details of persons with a significant holding

of securities in the Company are set out on

page 85.

Financial Statements Additional InformationGovernance ReportStrategic Report

Holding and transfer of

Ordinary Shares

Following the migration in March 2021 of

securities settlement in the securities of Irish

registered companies listed on the London

Stock Exchange (such as the Company) and/

or Euronext Dublin from the current settlement

system, CREST, to the replacement system,

Euroclear Bank, the Ordinary Shares can be

held in certificated form (that is, represented

by a share certificate) or indirectly through

the Euroclear System or through CREST in CDI

(CREST Depository Interest) form.

Save as set out below, there is no requirement

to obtain the approval of the Company, or of

other Shareholders, for a transfer of Ordinary

Shares. The Directors may decline to register

(a) any transfer of a partly-paid share to a

person of whom they do not approve, (b)

any transfer of a share to more than four joint

holders, and (c) any transfer of a certificated

share unless accompanied by the share

certificate and such other evidence of title as

may reasonably be required. The registration

of transfers of shares may be suspended at

such times and for such periods (not

exceeding 30 days in each year) as the

Directors may determine.

Transfer instruments for certificated shares

are executed by or on behalf of the transferor

and, in cases where the share is not fully paid,

by or on behalf of the transferee.

Rights and obligations attaching

to the Ordinary Shares

All Ordinary Shares rank pari-passu, and the

rights attaching to the Ordinary Shares (including

as to voting and transfer) are as set out in the

Company’s Articles of Association (‘Articles’).

A copy of the Articles may be obtained upon

request to the Company Secretary, or they can

be found on our website at candcgroupplc.com.

Holders of Ordinary Shares are entitled to receive

duly declared dividends in cash or, when offered,

additional Ordinary Shares. In the event of any

surplus arising on the occasion of the liquidation

of the Company, Shareholders would be entitled

to a share in that surplus pro rata to their

holdings of Ordinary Shares.

Holders of Ordinary Shares are entitled to receive

notice of and to attend, speak and vote in person

or by proxy, at general meetings on a show of

hands, one vote, and, on a poll, one vote for each

Ordinary Share held. Procedures and deadlines

for entitlement to exercise, and exercise of,

voting rights are specified in the notice convening

the general meeting in question. There are

no restrictions on voting rights except in the

circumstances where a ‘Specified Event’ (as

defined in the Articles) shall have occurred

and the Directors have served a restriction

notice on the Shareholder. Upon the service of

such restriction notice, no holder of the shares

specified in the notice shall, for so long as such

notice shall remain in force, be entitled to attend

or vote at any general meeting, either personally

or by proxy.

The Articles contain provisions designed to

facilitate the Company’s participation in the

Euroclear Bank settlement system and to

facilitate the exercise of rights in the Company

by holders of interests in Ordinary shares that

are held through the Euroclear Bank system.

The holding and transfer of Ordinary Shares

through the Euroclear Bank system is

additionally subject to the rules and procedures

of Euroclear Bank and applicable Belgian law and

(for interests in Ordinary Shares held in

CDI form) those of CREST.

Powers of Directors

Under its Articles, the business of the Company

shall be managed by the Directors, who exercise

all powers of the Company as are not, by the

Companies Acts or the Articles, required to be

exercised by the Company in general meeting.

The powers of Directors in relation to issuing or

buying back by the Company of its shares are set

out above under ‘Issue of Shares and Purchase of

Own Shares’.

Change of control and

related matters

Certain of the Group’s borrowing facilities

include provisions that, in the event of a change

of control of the Company, could oblige the

Group to repay the facilities. Certain of the

Company’s customer and supplier contracts

and joint venture arrangements also contain

provisions that would allow the counterparty

to terminate the agreement in the event of

a change of control of the Company. The

Company’s Executive Share Option Scheme

and Long-Term Incentive Plan each contain

change of control provisions which allow for

Directors’ Report continued

the acceleration of the exercise of share

options/awards in the event of a change of

control of the Company.

There are no agreements between the

Company and its Directors or employees

providing for compensation for loss of office

or employment (whether through resignation,

purported redundancy or otherwise) that

occurs because of a takeover bid in excess

of their normal contractual entitlement.

Shareholder Rights Directive II

On 20 March 2020, the provisions of the

Shareholders’ Rights Directive II (SRD II)

became law in Ireland with the publication of

the European Union (Shareholders’ Rights)

Regulations 2020 (‘SRD II Regulations’). The

SRD II Regulations apply with effect from

30 March 2020.

SRD II Regulations codify that Irish companies

must seek Shareholder approval of a

remuneration report annually; and, an advisory

remuneration policy once every four years. The

Group is, in effect, already in compliance with

this requirement having provided Shareholders

with the opportunity to opine on the Group’s

remuneration report annually since 2010; and

also in providing Shareholders with an advisory

vote on the Group’s Remuneration Policy. The

Remuneration Policy (‘Policy’) was last put to our

Shareholders on an advisory basis at the 2024

AGM and will be put to our Shareholders again at

our AGM to be held in 2027.

C&C Group plc Annual Report 2025

Political Donations

No political donations were made by the Group

during the year that require disclosure in

accordance with the Electoral Acts, 1997 to 2002.

Accounting Records

The measures taken by the Directors to secure

compliance with the requirements of Sections

281 to 285 of the Companies Act 2014 with

regard to the keeping of adequate accounting

records are to employ accounting personnel

with appropriate qualifications, experience and

expertise and to provide adequate resources to

the finance function. The books of account of the

Company are maintained at the Group’s office in

Bulmers House, Keeper Road, Crumlin, Dublin 12,

D12 K702.

Auditor

In accordance with Section 383(2) of the

Companies Act 2014, the auditor, EY, Chartered

Accountants, will continue in office. EY were first

appointed as the Company’s auditor during the

financial year ending 28 February 2018 following

a tender process.

Disclosure of Information to the Auditor

In accordance with Section 330 of the Companies

Act 2014, the Directors confirm that, so far as

they are each aware, there is no relevant audit

information, being information needed by the

auditor in connection with preparing their report,

of which the Company’s auditor is unaware.

Having made enquiries with fellow Directors

and the Company’s auditor, each Director has

taken all the steps that they ought to have taken

as a Director to make themselves aware of any

relevant audit information and to establish that

the Company’s auditor is aware of

that information.

Directors’ Compliance Statement

(Made in Accordance with Section

225 of the Companies Act 2014)

The Directors acknowledge that they are

responsible for securing compliance by the

Company with its relevant obligations as are

defined in the Companies Act 2014 (the

‘Relevant Obligations’).

The Directors confirm that they have drawn up

and adopted a compliance policy statement

setting out the Company’s policies that, in

the Directors’ opinion, are appropriate to the

Company with respect to compliance by the

Company with its relevant obligations.

The Directors further confirm the Company

has put in place appropriate arrangements or

structures that are, in the Directors’ opinion,

designed to secure material compliance with

its relevant obligations including reliance on the

advice of persons employed by the Company

and external legal and tax advisers as considered

appropriate from time to time and that they

have reviewed the effectiveness of these

arrangements or structures during the

financial year to which this report relates.

Financial Instruments

In the normal course of business, the Group

has exposure to a variety of financial risks,

including foreign currency risk, interest rate

risk, liquidity risk and credit risk. The Company’s

financial risk objectives and policies are set out

in Note 24 of the financial statements.

Post Balance Sheet Events

The UK’s Producer Responsibility Obligations

(Packaging and Packaging Waste) Regulations

2024 came into force on 1 January 2025, with

the first assessment year commencing 1 April

2025. These regulations introduce waste

disposal fees for large producers, based on

packaging volumes placed on the UK market in

the preceding calendar year. As the assessment

date to determine whether the Group meets

the definition of a ‘Producer’ under the EPR

regime falls on 1 April 2025, no provision has

been recognised in these financial statements.

However, the Group has since met the qualifying

thresholds and is expected to incur disposal

fees in future reporting periods. The Group is

monitoring this evolving area and will consider

appropriate recognition and disclosure in future

periods once sufficient data and cost estimates

are available.

On 2 April 2025, the US administration

announced a 10% tariff on all imported goods,

effective from 5 April 2025, along with additional

tariffs of up to 50% on selected UK and EU goods

including alcoholic beverages and soft drinks,

effective from 8 April 2025. A temporary 90-day

suspension of the additional tariffs (excluding

China) was introduced on 9 April 2025. The

Group is reviewing the impact of these measures

on its exports to the US and currently does not

expect any impact related to this to be material.

After a short period of transition, post the

appointment of Roger White as CEO on

20 January 2025, Ralph Findlay reverted to

his Non-Executive Chair role with effect from

1 March 2025 having been appointed to the

Directors’ Report continued

role of CEO, and jointly holding the positions,

with effect from 6 June 2024.

The Group has commenced its previously

announced share buyback programme and

from 1 May 2025 to 20 May 2025 has purchased

1,246,989 shares in the open market at an

average price of 175.9 cent per share, with the

total buyback therefore amounting to €2.2m.

2025 Annual General Meeting

The Annual General Meeting will be held in Dubin,

Ireland on 11 July 2025 at 11.45 am. The Notice

of Meeting, along with an explanation of the

proposed resolutions, are set out in a separate

document which accompanies this Annual Report

and can be downloaded from the Company’s

website that will provide details of the Meeting.

The Company conducts the vote at the AGM by

poll and the result of the votes, including proxies,

is published on the Company’s website after

the meeting.

The Directors’ Report for the financial year

ended 28 February 2025 comprises these

pages and the sections of the Annual Report

referred to under ‘Other information’ above,

which are incorporated into the Directors’

Report by reference.

Signed on behalf of the Board

Ralph Findlay

Chair

27 May 2025

Financial Statements Additional InformationGovernance ReportStrategic Report

Audit

Committee

Report

Dear Shareholder,

This Report of the Audit Committee (‘the Committee’)

outlines the work undertaken by the Committee

during FY2025. In addition to providing an overview

of the Committee’s activities in the year under

review, it also looks forward to our expected

activities in the coming year.

Audit Committee Report

Year in Review

This is both my first report as Chair of the Audit

Committee and my first year on the Board of C&C

Group, having joined the Board on 15 August 2024.

In January 2025, I was asked to take on the Chair

of the Committee following John Gibney’s decision

to step down from the Board, which I was more

than happy to do. I am very grateful to John for his

support and assistance to ensure a smooth handover

and wish him well in his new roles. With John’s

retirement, the Nomination Committee has a

process in place to appoint another Non-Executive

Director with a financial background, who would

also join the Committee.

The Committee’s focus has been on the oversight

of C&C Group’s financial reporting and controls.

The Committee spent the start of the year

overseeing two key processes: the audit of C&C

Group’s FY2024 financial statements and the

internal and external reviews of inventory and balance

sheet reconciliations. These reviews identified a

number of prior year adjustments, described in

detail in the FY2024 Audit Committee Report.

Since June, the Committee has shifted its focus

from the investigative review process to monitoring

the implementation and improvement of internal

and financial controls, with a particular focus on

Group Head Office, the Branded and Distribution

divisions and strengthening the Group’s Risk and

Internal Audit functions.

Feargal O’Rourke

Committee Chair

Committee composition

as at 28 February 2025

Membership and attendance

as at 28 February 2025

Male 67%

Female 33%

Member

Committee

Member since

Number of scheduled

meetings attended

Feargal O’Rourke (Chair)

15 August 2024 3/3

Jill Caseberry 6 December 2023 6/6

Sanjay Nakra

23 October 2024 1/1

Vincent Crowley

22 March 2016 3/3

John Gibney

26 October 2022 5/5

There were also 3 unscheduled meetings that took place during the year.

1. Feargal O’Rourke was appointed as a member of the Committee on 15 August 2024 and as Chair of the

Committee on 13 January 2025.

2. Sanjay Nakra was appointed as a member of the Committee on 23 October 2024.

3. Vincent Crowley stepped down from the Board on 15 August 2024 at the conclusion of the 2024 AGM.

4. John Gibney stepped down from the Board on 13 January 2025.

C&C Group plc Annual Report 2025

This exercise resulted in a number of control

improvements which management has already

implemented, with several further improvements

ongoing including:

• Introduction of an enhanced governance

structure (includes establishment of a new

risk framework, and development of a set of

standard Group accounting policies);

• Establishment of a project to define a

revised set of minimum financial controls to

facilitate the reporting of control standards

at component level and include enhanced

tracking and reporting of open and overdue

internal audit recommendations;

• Monitoring the improvement programme of

internal and financial controls across Group

Head Office, Branded and Distribution;

• Oversight of the business transformation

activities undertaken during the period.

The Group has strengthened the Internal Audit &

Risk Management function during the period with

the appointment of a Director of Risk & Internal

Audit who reports to the CF&TO (Chief Financial

& Transformation Officer) with an independent

reporting line to myself as Audit Committee

Chair. Additionally, the Internal Audit team has

been enhanced and expanded to build a more

robust control environment to ensure the Group

is positioned to address the recent changes in

the UK Corporate Governance Code. The Group

has commenced a programme, in consultation

with Deloitte to redesign, simplify and test the

effectiveness of the Group’s material financial and

non-financial controls. This project will recommend

and implement remediation for identified

control gaps and provide a roadmap for ongoing

monitoring and improvement of material controls.

The Group has continued on its ongoing

transformation journey and has commenced

a number of key transformation programmes

during the year. These will drive improvement and

consistency in our processes across our control

environment and include plans to enhance key

IT and information security controls to further

strengthen our control environment, we are

building a methodical process to drive greater

alignment and integration of risk, controls and

assurance and oversight across the business.

During the year, the Committee oversaw

the Group’s financial reporting processes

and financial management, reviewing and

discussing in detail the half-year and full-year

financial results, including change in the basis

of segment reporting, and the conclusions of

the External Auditor in respect of the annual

audit. The Committee reviewed and challenged

management on the significant accounting

judgements and disclosures made in our financial

reporting, in relation to inventory existence and

valuation, impairment of goodwill and brands,

revenue recognition, impairment of company

only investments and intercompany receivables,

exceptional costs, and management override

of controls. The Committee also reviewed the

analysis behind our going concern and viability

statements and considering the processes that

underpinned the production of the Annual Report

and Accounts.

The Committee is committed to transparency

and continuous improvement to ensure the

integrity in the Group’s internal and external

reporting processes, risk management

framework and controls environment. To improve

the quality of financial reporting and oversight

provided by the Committee, we are focused on:

• Expanding and improving the scope and

delivery of management and internal audit

reports reviewed by the Audit Committee;

• Strengthening the internal audit

process, control environment and risk

management systems;

• Overseeing the implementation of the

recommendations identified above, in

conjunction with the CF&TO; and

• Engaging with Shareholders regarding the

Audit Committee’s work.

The Committee also undertook a thorough

review of the external audit process to assess

the effectiveness of the audit moving forward

and to review and monitor the External Auditors

independence and objectivity and to make

recommendations to the Board about the

appointment and reappointment of the

External Auditors and their remuneration

and terms of engagement.

The Committee has made a series of

recommendations to ensure the Group has

the required level of planning, capability and

resilience in its systems and processes to avoid

any reoccurrence of the issues encountered

during the prior period.

The Committee’s performance was subject

to an internal Board performance review with

responses being received from the Committee’s

members as well as other regular attendees.

The internal review, shared with both the Chair

of the Board and the Chair of the Committee,

supported the Committee’s performance and

effectiveness and is satisfied the Committee

continues to meet the requirements of its terms

of reference.

As is usual, the Committee considered the

Group’s Principal Risk disclosures for the financial

year ended 28 February 2025. The Committee

is satisfied that the statements made by the

Directors on pages 54 to 62 of this Annual

Report in respect of the Principal Risks are

appropriate based on what is currently known to

management as at the date of this Report.

The Committee’s work was supported by

the Group’s established risk and financial

management structures, which have been

strengthened to improve our financial reporting

and the quality of the Audit Committee’s oversight

for the benefit of Shareholders and other

stakeholders. The Committee has continued to

be greatly assisted by the commitment, energy

and experience of the finance team, which

has enabled the Committee to fulfil its role in

providing effective scrutiny and challenge. As

Chair, I regularly engage with the Director of Risk

& Internal Audit and the External Auditor both

ahead of Committee meetings and also as part of

a regular dialogue we have on issues relevant to

the Committee, in each case in order to ensure

that each of their independent views, opinions

and comments are reflected in the Committee’s

deliberations and dealings. Following the issues

identified concerning the prior year accounting

adjustments and the remedial actions under

way, as Chair, I will be increasing the level of

engagement across the finance function and with

the External Auditors moving forwards.

Audit Committee Report continued

Financial Statements Additional InformationGovernance ReportStrategic Report

Audit Committee Report continued

There were eight meetings of the Committee

during the year. The meetings of the Committee

were generally scheduled to take place in

advance of Board meetings. This allowed the

Audit Committee Chair to provide the Board

with a detailed update on the key items

discussed during our meetings. The Board

also received copies of the minutes of the

Committee meetings.

In my capacity as Audit Committee Chair, I am

available to all Board members to discuss any

audit or risk related concerns they may have,

either on a collective or individual basis. During

FY2025 I met with the external audit partner

and the Director of Risk & Internal Audit,

without management on a regular basis.

More information about the Committee’s

activities during the year can be found in the

pages which follow.

The Year Ahead

Looking forward, the main focus of the

Committee will be on continuing to improve

the financial control and risk management

framework of the business including the

implementation of the actions noted above, in

particular the identification, assessment and

management of the Group’s material controls in

preparation for Provision 29 of the UK Corporate

Governance Code 2024. We will continue to

review the financial reporting of the Group and

its accounting policies and any major accounting

issues of a subjective nature will be considered

and discussed by the Committee.

The Committee fulfils a key role in assisting

the Board in ensuring that the integrity of

the Group’s financial statements and the

effectiveness of the Group’s internal financial

controls and risk management systems

are maintained. Through the Committee’s

composition, resources and the commitment

of its members, I believe that it remains

well placed to meet those challenges and

to discharge its duties effectively in the

year ahead.

On behalf of the Board

Feargal O’Rourke

Audit Committee Chair

27 May 2025

Role and Responsibilities

of the Committee

The Committee supports the Board in fulfilling its

responsibilities in relation to financial reporting,

monitoring the integrity of the financial

statements and other announcements of financial

results published by the Group; and reviewing

and challenging any significant financial reporting

issues, judgements and actions of management

in relation to the financial statements. The

Committee reviews the effectiveness of the

Group’s internal controls and risk management

systems and the effectiveness of the Group’s

Internal Audit function. On behalf of the Board,

the Committee manages the appointment

and remuneration of the External Auditor and

monitors their performance and independence.

The Group supports an independent and

confidential whistleblowing procedure, and

the Committee monitors the operation of

this system.

In accordance with the Code, the Board

requested that the Committee advise it whether

it believes the Annual Report and Accounts, taken

as a whole, is fair, balanced and understandable

and provides the information necessary for

Shareholders to assess the Group’s position and

performance, business model and strategy.

The Committee’s Terms of Reference reflect this

requirement and can be found in the Investor

Centre section of the Group’s website. A copy

may be obtained from the Company Secretary.

All members of the Committee are and were

considered by the Board to be independent

throughout the year under review.

The Committee members have been selected to

provide a wide range of financial and commercial

expertise necessary to fulfil the Committee’s

duties and responsibilities and provide effective

governance. As a qualified chartered accountant,

I am considered by the Board to have recent and

relevant financial experience, as required by the

UK Corporate Governance Code. The Committee

is considered by the Board to have the necessary

competence and broad experience relevant to

the sector in which the Group operates. Details

of the skills and experience of the Directors are

contained in the Directors’ biographies on pages

68 to 70 of the Annual Report and Accounts.

The Committee has access to the Group’s finance

team, to its Internal Audit and Risk Management

function and to its External Auditor and can seek

further professional training and advice, at the

Group’s cost, as appropriate.

Meeting Frequency and

Main Activities in the Year

The quorum necessary for the transaction of

business by the Committee is two, each of whom

must be a Non-Executive Director. Regular

attendees by invitation include the Chair of

the Board, the Chief Executive Officer, the

Chief Financial & Transformation Officer,

the Director of Risk & Internal Audit and EY,

the External Auditor.

C&C Group plc Annual Report 2025

Revenue recognition

The Committee considered the Group’s revenue

recognition policy and is satisfied it is appropriate

and in line with IFRS 15 Revenue from Contracts

with Customers. In particular, the Committee

considered variable consideration such as

rebates, non-standard revenue contracts, and

supply agreements.

Carrying value of investment

in subsidiary undertakings and

recoverability of intercompany

receivables in the parent Company

financial statements

The Committee considered management’s

conclusion that an impairment of the carrying

value of the investment in subsidiary undertakings

held by the Company of €200m should be made.

Indicators of impairment were identified around

dividends paid by the subsidiary undertakings

to the Company and the market capitalisation

of the Group at 28 February 2025. In particular,

the Committee considered and challenged the

valuation financial models, including sensitivity

analysis, used to support the valuation and

the key assumptions and judgements used by

management underlying these models. The

key assumptions used in the financial models

and consequently the key focus areas for the

Committee relate to net revenue and operating

profit, the growth rate in perpetuity and the

discount rate applied to the resulting cash flows.

The Committee considered the outcome of the

financial models, validated these against third-party

specialist valuations and found the methodology

to be robust and agreed with management’s

conclusion that a €200m impairment of the

investment carrying value should be made.

Exceptional Costs

Exceptional costs are reported as part of

the financial statements but are used in the

Annual Report and Accounts to provide clarity

on underlying performance for users of the

accounts. The classification of exceptional costs

is defined by a Group policy, as approved by

the Committee. It includes items of significant

income and expense which, due to their size,

nature or frequency, merit separate presentation

to allow the reader to understand better the

elements of financial performance during the

year. The Committee reviewed and challenged

items to be included throughout the year in order

to confirm appropriateness.

During FY2025 the Group incurred significant one-

off costs in respect of its strategic restructuring

and on-going transformation programmes and

impairment charges related to loan notes and

other discreet items. These have been treated as

exceptional items (see Note 5 of the consolidated

financial statements). The Committee reviewed

the Group’s policy for the exclusion of certain items

when presenting adjusted earnings and confirmed

the consistent application and appropriateness of

this policy from year to year. It has also confirmed

that the costs treated as exceptional are in

accordance with the Group’s accounting policy.

Management Override

of internal controls

During FY2024, the Group identified in

conjunction with the External Auditors,

and subsequently with the assistance of an

independent accounting firm, prior period

accounting errors in inventory and other balance

sheet accounts within current assets and

Audit Committee Report continued

The Company Secretary and Group General

Counsel is Secretary to the Committee.

Significant Judgemental Areas

The Committee reviewed in detail the following

areas of significant judgement, complexity and

estimation in connection with the Financial

Statements for FY2025. The Committee

considered a report from the External Auditors

on the audit work undertaken and conclusions

reached as set out in their audit report on

pages 129 to 140. The Committee also had an

in-depth discussion on these matters with the

External Auditor.

Inventory existence and valuation

During FY2024, issues were identified relating to

the existence and valuation of cider concentrate

at the Group’s cider production facility in

Clonmel. Following internal review and in

conjunction with work performed by EY, the

Group made significant improvements during

FY2025 to the internal control environment

and stock count procedures at both its Clonmel

facility and at the other production facilities

operated by the Group. The Committee also

assessed the valuation of finished goods

produced by the Group and the controls over

goods in transit. The Committee considered

the review work undertaken and the agreed

with managements conclusion that there was a

significant improvement in the internal control

system and no further issues have been noted in

this regard.

Carrying value of Goodwill

and Brands.

The carrying value of goodwill and brands as

at 28 February 2025 was €518.3m (2024:

€506.8m), full details of which are set out in

Note 12 of the financial statements. The decision

to change operating segments and separately

monitor segmental results between Branded

and Distribution resulted in a change in the

cash-generating units (CGUs) and allocation

of goodwill to the newly identified groups of

CGUs. This represents the lowest level within

the Group at which goodwill is monitored for

internal management purposes. The recoverable

amount of goodwill is determined by the Group

by reference to a value-in-use calculation for the

group of CGUs based on the Board approved

FY2026 budget and three-year plans and based

on a residual growth rate of 2%. These forecasts

were prepared as recently as March 2025 and

were updated for any significant variations from

current year performance against budget. The

Group also prepares sensitivity analyses for each

of the Group’s CGUs, for which the key variables

are the forecast profits for FY2026, the expected

future growth rates, and the discount rate used

to measure the present value of the cash flows.

The Committee reviewed management’s

assessment of the recoverability of goodwill and

brands and the potential for any impairment,

taking into account the key judgements and

sensitivity analyses. The Committee also reviewed

the disclosures relating to goodwill carrying

values and impairment in Note 12 of the financial

statements. The Committee is satisfied with the

conclusion that no impairment is required and

with the presentation of goodwill and intangibles

in the financial statements.

Financial Statements Additional InformationGovernance ReportStrategic Report

Audit Committee Report continued

liabilities, across a number of areas of the Group’s

operations. The Committee, and the Board,

believe these failures stemmed from under-

investment in our people, systems and a lack of

transparency in disclosures, which previously

hindered the financial reporting and review

process, through the business.

Led by the Group CF&TO and overseen by the

Committee, with the oversight of the Board,

the Company has taken action to improve

the Group’s financial reporting systems and

processes, in particular around the Group’s year-

end reporting and preparation for audit. These

measures, which are being implemented across

the Group, include:

• Enhancing the technical capability within the

finance team, adding additional resources with

appropriate qualifications for the complexities

of the Group’s operations;

• Performed an in-depth balance sheet review,

giving a high degree of confidence that

there are no material issues as at the FY2025

balance sheet date;

• Re-organising the Group’s central finance

functions, including Group financial control,

financial planning and analysis, treasury and

internal audit teams;

• Creating standard accounting policies and

procedures to be applied consistently across

all companies in the Group;

• Introducing tighter control and greater focus

on cash management; and

• A review of the internal audit processes to

ensure effective and efficient operation of the

function in future years.

These measures have contributed to the

transparency of reporting and the process of

continuous improvement to ensure the integrity

of the Group’s internal and external reporting

processes as noted earlier in the report.

Additionally, and in preparation to meet the

requirements of Provision 29 of the UK Corporate

Governance Code 2024, the Group has initiated a

programme to establish a robust Enterprise Risk

Management (ERM) framework, enabling the

identification, assessment and management of

material financial and non-financial controls. This

project will ensure the Group is fully prepared

to meet the requirements of Provision 29 and

the 2027 Material Controls Declaration. The key

objectives of the project are to:

• Develop and embed a comprehensive

ERM framework;

• Identify and document material financial and

non-financial controls and key controls over

associated key systems;

• Design and implement remediation plans for

identified control gaps; and

• Develop an approach to assess deficiencies

and communicate these to the Board and

Audit Committee as required.

The project builds on the significant improvements

made to the Group’s control environment

following the FY2024 audit process and is

scheduled to be completed during the year ahead.

Going Concern

The Committee and the Board reviewed and

challenged management’s assessment of base

case and downside forecast cash flows for the

period to 31 August 2026 including sensitivity

to macroeconomic uncertainties such as a

downturn in demand, higher input costs and

interest rates, along with the Group’s own

mitigating actions on costs and cash flows. The

Committee also considered the Group’s financing

facilities, the level of available liquidity and

covenant compliance over the forecast period.

Based on this, the Committee confirmed that

the application of the going concern basis for the

preparation of the financial statements continued

to be appropriate with no material uncertainties.

The Committee considered the disclosures made

in the going concern statement in the Annual

Report and the basis of preparation within the

Statement of Material Accounting Policies of the

financial statements on page 149.

For further information on the work undertaken

by the Committee, the Board and management in

relation to the going concern basis of preparation

for the FY2025 financial statements, please

see ‘Going Concern’ on page 149 and ‘Viability

Statement’ on pages 62 to 63. The Directors’

Going Concern statement is set out on page 127.

Other Areas of Focus

The Committee also during the year:

• Approved the Internal Audit plan and reviewed

the External Auditor’s work plans for the Group;

• Considered regular reports from the Director

of Risk & Internal Audit on their findings;

• Considered the process for review and approval

of the FY2025 Annual Report and Accounts;

• Reviewed and recommended revisions to

the Board to the Group Risk Register and the

Principal Risks and Uncertainties; and

• Reviewed the External Auditor’s

independence and objectivity, the

effectiveness of the audit process,

the re-appointment of the External

Auditor and approved the External

Auditor’s remuneration.

Following discussions with the External Auditor,

and the deliberations set out above, we are

satisfied that the financial statements dealt

appropriately with each of the areas of significant

judgement, including inventory valuation and

existence, carrying value of goodwill and brands,

revenue recognition, carrying value of investment

in subsidiary undertakings and recoverability of

intercompany receivables, exceptional costs and

management override of internal controls.

C&C Group plc Annual Report 2025

Audit Committee Report continued

Fair, Balanced and

Understandable Assessment

The Committee has satisfied itself and has

advised the Board accordingly, that the 2025

Annual Report and financial statements are

fair, balanced and understandable and provide

the information necessary for Shareholders to

assess the Group’s performance, business model

and strategy. The coordination and review of

Group wide contributions into the Annual Report

and Accounts follows a well-established and

documented process, which is performed in

parallel with the formal process undertaken by

the External Auditor.

The Committee received a summary of

the approach taken by management in the

preparation of the FY2025 Annual Report and

Accounts to ensure that it met the requirements

of the UK Corporate Governance Code. This, and

our own scrutiny of the document, enabled the

Committee, and then the Board, to confirm that

the FY2025 Annual Report and Accounts taken as

a whole, was fair, balanced and understandable

and provided the information necessary for

Shareholders to assess the Group’s position and

performance, business model and strategy.

Internal Controls and Risk

Management Systems

While the Board retains ultimate responsibility

for risk management and the internal control

environment, the Committee is responsible

for reviewing the robustness and effectiveness

of the Group’s risk management and internal

control systems, including financial, operational,

regulatory and compliance controls.

A critical element of the Group’s risk

management review is the determination of the

extent to which the Group is willing to “accept”

a level of net risk as part of the cost of delivering

against its strategy. To this end, during the

year the Board’s individual and collective risk

appetite was reviewed, considering changes in

the business and external environment, as well as

emerging trends and developing risks. Our risk

appetite differs across the respective principal

and emerging risks, with a lower acceptance

appetite (seeking to reduce the risk profile and

mitigating its impact where possible) for high

impact/high likelihood risks and with a higher

acceptance level (potentially accepting the risk,

with limited impact mitigation) for low impact/

low likelihood risks. For further details, please see

the Group’s Principal Risks and Uncertainties on

pages 54 to 62.

In line with our usual procedures, the Committee

reviewed the principal risks at the half and full

year, and the associated risk appetites and

metrics considering business changes and

performance, challenging and confirming their

alignment to the achievement of the Group’s

strategic objectives.

In addition, the Committee reviewed reports

issued by both Internal Audit upon matters

including balance sheet reconciliations, inventory

management, lease database, group expenses

policy and right-to work compliance, as well as from

the External Auditor and held regular discussions

with the Chief Financial and Transformation

Officer, the Director of Risk & Internal Audit and

representatives of the External Auditor.

IT Systems and Cyber Security

We continued to review our information security

and cyber preparedness policies and procedures

and further enhanced our Information

Technology systems and controls. In the field

of information technology and security, the

Group undertakes a regular security assurance

programme, testing controls, identifying

weaknesses, and prioritising remediation

activities where necessary. This includes periodic

best practice specialist security testing by a

leading third-party provider and regular system

scanning to identify security weaknesses. Issues

are assessed for risk and are comprehensively

managed as part of the Group’s risk management

programme. We achieved Cyber Essentials

Plus accreditation in November 2024 from the

National Cyber Security Centre (‘NCSC’).

Internal Audit and Risk Management

The Committee is responsible for monitoring

and reviewing the operation and effectiveness

of the Internal Audit function including its focus,

work plan, activities, and resources. During

each financial year, the Committee completes

its annual review of the effectiveness of the

Group’s system of internal controls and internal

audit function, including financial, operational,

compliance and risk management systems.

The annual internal audit plan is approved by the

Committee and is kept under regular review,

to reflect the changing business needs and to

ensure new and emerging risks are considered.

The Committee is informed of any amendments

made to the internal audit plan on a quarterly

basis. The FY2025 internal audit plan was

developed through a review of the Group’s

principal risks together with consideration of the

Group’s key business processes and functions

that could be subject to audit. The principal

objectives are to provide confidence that existing

and emerging key risks are being managed

effectively, to confirm that controls over core

business functions and processes are operating

as intended, and to confirm that major projects

and significant business change programmes are

being adequately controlled.

Findings from all audit reports issued by the

internal audit function are reviewed by the

Committee. Internal audit recommendations are

closely monitored from implementation through

to closure, to ensure these are implemented in

a timely manner. A summary of the status of the

implementation of internal audit recommendations

is made quarterly to the Committee.

Following the appointment of the Director of Risk

and Internal Audit, the Committee is confident

that the Internal Audit function has the necessary

direction and resources and is also satisfied

that the Internal Audit function has adequate

standing and is free from management influence

or other restrictions.

External Audit

The Committee is responsible for monitoring

the performance, objectivity and independence

of EY, the External Auditor. In October 2024,

we met with EY to review and approve the

audit plan for the year end, to gauge whether

it was appropriately focused. EY presented to

the Committee its proposed plan of work. The

Committee considered the accounting, financial

control and audit issues reported by the External

Financial Statements Additional InformationGovernance ReportStrategic Report

Audit Committee Report continued

Auditor that flowed from their audit work in

respect of the FY2024 financial statements.

In addition, EY’s letter of engagement and

independence was reviewed by the Committee in

advance of the audit.

In March 2025, EY provided updates to the

Committee on the interim audit work undertaken

and preparations for the year-end audit process.

In May 2025, in advance of the finalisation of the

financial statements, we received a report from

EY on their key audit findings, which included

the key areas of risk and significant judgements

referred to above and discussed the issues with

them for the Committee to form a judgement

on the financial statements. In addition, we

considered the Letter of Representation that the

External Auditor requires from the Board.

The Committee meets with the External

Auditor privately at least once a year to discuss

any matters they may wish to raise without

management being present and has held several

additional meetings to consider the matters

discussed in this report.

Assessment of Effectiveness

of External Audit

The Committee carried out an assessment of the

external audit process during the year, including

EY’s role in that process. The Committee

also considered the robustness of the audit

process including, the level of challenge given

by EY to critical management judgements and

assumptions and the extent to which professional

scepticism was shown by EY. This took account

of the Committee’s own discussions with the

External Auditor on the work performed around

areas of higher audit risk. It also took account

of the External Auditor’s conclusions on those

areas, and the depth of the External Auditor’s

understanding of the Group’s businesses.

The review of audit effectiveness was supported

by the results of discussions with individual

Committee members and the completion of

a short questionnaire by each member of the

Committee, the Chief Financial & Transformation

Officer, the Director of Group Finance and

applicable senior finance personnel across

the business.

Based on the Committee’s evaluation and

considering the views of other key internal

stakeholders, the Committee concluded that

both the FY2025 audit and the audit process

were effective, based on:

• The quality of planning, delivery and execution

of the audit;

• Effectiveness and communications between

management and the audit team;

• The quality of the reports and

presentations reviewed;

• The robustness of the challenge provided,

particularly in relation to judgemental and

complex areas as well as demonstrating

professional scepticism and independence;

• Their technical insight;

• Their demonstration of a clear understanding

of the Group’s business and its key risks;

The Audit Committee’s conclusion that the

external audit process was effective was

conveyed to the Board.

Audit Tender

EY was originally appointed as External Auditor

for the year ended 28 February 2018. The

Group’s lead audit engagement partner for the

FY2025 audit was George Deegan. This is his

first year in the role and the External Auditor

is required to rotate the audit partner every

five years.

There are no contractual obligations restricting

the Group’s choice of External Auditor. The

Committee will continue to review the auditor

appointment and the need to tender the audit.

Non-Audit Services

The Group’s policy governing the provision of

non-audit services by the External Auditor is to

ensure that the External Auditor’s objectivity and

independence is safeguarded. This policy has

been in place throughout the year.

Under this policy the auditor is prohibited from

providing non-audit services if the auditor:

• May, as a result, be required to audit its own

firm’s work;

• Would participate in activities that would

normally be undertaken by management;

• Would be remunerated through a ‘success fee’

structure or have some other mutual financial

interest with the Group; and

• Would be acting in an advocacy role for

the Group.

Other than above, the Group does not impose

an automatic restriction on the External Auditor

providing non-audit services. However, the

External Auditor is only permitted to provide

non-audit services that are not, or are not

perceived to be, in conflict with auditor

independence and objectivity, if it has the skill,

competence and integrity to carry out the work

and it is considered by the Audit Committee

to be the most appropriate firm to undertake

such work in the best interests of the Group.

The engagement of the External Auditor to

provide non-audit services must be approved

in advance by the Audit Committee or entered

into pursuant to pre-approved policies and

procedures established by the Audit Committee

and approved by the Board.

The nature, extent and scope of non-audit

services provided to the Group by the External

Auditor and the economic importance of

the Group to the External Auditor are also

monitored to ensure that the External Auditor’s

independence and objectivity is not impaired.

The Audit Committee has adopted a policy that,

except in exceptional circumstances with the

prior approval of the Audit Committee, non-

audit fees paid to the Group’s auditor should

not exceed 100% of audit fees in any one

financial year.

C&C Group plc Annual Report 2025

Audit Committee Report continued

In FY2025, EY undertook non-audit services in

connection with the limited assurance reporting

on climate-related matters and the audit of the

Group’s pension schemes, which were subject

to the Committee’s prior approval and were

undertaken for fees of €106,000. Fees paid to the

auditor, for audit, audit related and other services

are analysed in Note 2 to the consolidated

financial statements.

Confidential Reporting Programme

The Group has an independent and confidential

reporting programme called ‘Speak Up’ in

all its operations whereby employees can, in

confidence, report on matters where they feel

a malpractice has taken or is taking place, or if

health and safety standards have been or are

being compromised. Additional areas that are

addressed by this procedure include criminal

activities, improper or unethical behaviour and

risks to the environment.

The programme allows employees to raise their

concerns with their line manager or, if that is

inappropriate, to raise them on a confidential

basis. An externally facilitated confidential

helpline and confidential email facility are

provided to protect the identity of employees

in these circumstances. Any concerns are

investigated on a confidential basis by the Human

Resources Department and/or the Company

Secretary and Group General Counsel and

feedback is given to the person making the

complaint as appropriate via the confidential

email facility. An official written record is kept

of each stage of the procedure and results are

summarised for the Committee.

The Committee is also responsible for ensuring

that arrangements are in place for the

proportionate independent investigation and

appropriate follow up of any concerns which might

be raised. The Board receives an annual report on

whistleblowing and the Committee is updated on

any relevant whistleblowing incidents. In FY2025,

no incidences of concern were uncovered.

We encourage employees to report genuine

issues and concerns as they arise. Those concerns

are taken seriously. Employees can be assured

they are investigated where appropriate and

confidentiality is respected at all times. The

Committee, the Board and the management

team are committed to a renewed focus on our

‘Speak Up’ programme across the business in

FY2025. This is the independent Group-wide

confidential reporting service which allows

colleagues to report, anonymously if they

wish, any concerns they may have regarding

certain practices, or conduct in their businesses

including possible instances of fraud and theft.

We want to promote our culture of transparency,

integrity and trust so that collectively issues or

concerns are reported as they arise and dealt

with accordingly.

Evaluation of the Committee

The evaluation of the Committee was completed

as part of the 2025 internal Board Performance

Review process. The review assessed the

Committee’s performance covering its terms of

reference, composition, procedures, contribution

and effectiveness. As a result of that assessment,

the Board and Audit Committee are satisfied that

the Audit Committee is functioning effectively

and continues to meet the requirements of its

terms of reference.

This Report was approved by the Board of

Directors on 27 May 2025.

Feargal O’Rourke

Audit Committee Chair

The full responsibilities of the Committee are

set out in its Terms of Reference, which are

available on our website candcgroupplc.com/

corporategovernance/terms-of-reference/.

Financial Statements Additional InformationGovernance ReportStrategic Report

Sustainability

Committee

Report

Sustainability Committee Report

Key Activities in FY2025

• CSRD preparations: Prepared for introduction

of Corporate Sustainability Reporting Directive

(CSRD) and CSRD training.

• Double Materiality Assessment: Conducted

a double materially assessment to identify

key financial and impact-driven ESG risks

and opportunities.

• Committee collaboration: Worked closely

with other Board Committees to ensure ESG is

integrated across all Committees.

• Governance: Reviewed and updated the Terms

of Reference in line with the UK Corporate

Governance Code 2024. Approved the

Sustainability and TCFD Report. Renaming

of the Committee to align better with long-

term sustainability of the Company as well as

environmental, social and governance aspects.

• DE&I: Reviewed the employee DE&I policy.

• Performance Monitoring: Undertook annual

Committee Performance Review and regularly

reviewed ESG KPI dashboard.

Key Priorities for next year

• DE&I Leadership Focus: Drive progress on

DE&I initiatives across senior leadership.

• Sustainability Strategy Oversight: Review our

sustainability strategy and its integration into the

Company’s strategy.

• Code of Conduct Update: Refresh and align

the Code of Conduct with evolving regulatory

requirements and ESG principles.

• Horizon Scanning: Continue to monitor emerging

ESG risks, trends, and regulatory developments.

• ESG Regulatory Reporting: Continue to prepare

for CSRD, Corporate Sustainability Due Diligence

Directive (CSDDD), and EU Taxonomy Regulation.

Sarah Newbitt

Committee Chair

Dear Shareholder

On behalf of the Board, I am pleased to present the

Sustainability Committee report, which is intended

to provide Shareholders with an understanding of the

work of the Committee during FY2025.

This report provides an overview of the Committee’s

activities in the year under review and previews our

expected areas of focus in the coming year.

Committee composition

as at 28 February 2025

Membership and attendance

The following Directors served on the Sustainability Committee during the year.

Male 50%

Female 50%

Member Member since

Number of scheduled

meetings attended

Sarah Newbitt

(Chair) 6 December 2023 4/4

Vineet Bhalla

9 February 2023 4/4

Chris Browne

6 December 2023 3/4

Sanjay Nakra

23 October 2024 1/1

Patrick McMahon

24 September 2020 2/2

There were also 3 unscheduled meetings that took place during the year.

1. Sarah Newbitt was appointed Chair with effect from 22 May 2024.

2. Vineet Bhalla was appointed Chair with effect from 14 July 2023 until 22 May 2024 where he reverted to a

member of the Sustainability Committee.

3. Chris Browne was unable to attend due to pre-arranged Board meeting of other company.

4. Sanjay Nakra was appointed as a member of the Sustainability Committee on 23 October 2024.

5. Patrick McMahon stepped down from the Board and the Sustainability Committee with effect from 6 June 2024.

C&C Group plc Annual Report 2025

Year in Review

The Board established an ESG Board Committee

in 2020 (now renamed to Sustainability

Committee) to reflect C&C’s ongoing

commitment to operating a sustainable business

and provide the Company with rigour, support

and challenge on ESG matters. The Sustainability

Committee has primary responsibility for the

oversight of sustainability and climate change

issues as well as social and governance, and

provides regular updates to the Board on

these matters.

To ensure alignment with the other Board

Committees, meetings were held throughout

the year, outside the regular Sustainability

Committee meeting cycle, with each of the

Committee Chairs, Head of ESG and Deputy

Company Secretary to seek alignment on the

Sustainability Committee Terms of Reference

and to ensure alignment and responsibility as

delegated by the Board.

The Sustainability Management Committee

(‘SMC’) was established during FY2025 to

review sustainability initiatives and reporting

requirements. Delegating those responsibilities

which originally sat with the Sustainability

Committee to the SMC and therefore allowing

the Sustainability Committee to provide

additional focus and scrutiny. It is intended

that the Sustainability Committee will look to

identify areas where C&C can really make a

difference and further embed sustainability

across all functions and business operations, as

well as ensuring high standards of governance

and reporting in this area. The SMC provides an

update report to each Sustainability Committee.

The SMC also carried out a performance

review to ensure that the SMC is functioning

effectively and making further improvements

where necessary.

Throughout the course of the year, the priority

for the Sustainability Committee has been

addressing the evolving requirements of the

CSRD, and we have made significant efforts to

meet these regulations. As well as the continuous

progression of the Company’s ESG strategy,

as detailed on pages 22 to 39, and ensuring

sustainability remains at the heart of the

Company’s strategy and an integral component

of its operations.

By strengthening our governance, we continue

to accelerate efforts to mitigate climate change

risks and identify opportunities for transitioning

to be a carbon neutral business by 2050. Full

details on the work undertaken on TCFD during

FY2025 can be found on pages 40 to 53.

During FY2025, we also conducted a Double

Materiality Assessment to strengthen the

Company’s response to ESG regulations, such

as CSRD and our reporting efforts in line with

TCFD, while ensuring that the ESG matters of

most importance to stakeholders are captured

accurately and part of the Committee’s

deliberations. The engagement of a broad range

of stakeholders including third-party ratings,

including the Group’s current AA rating under

the MSCI Index, were taken into account to

determine impact materiality.

The Board is committed to treating all stakeholders

in every area of our business with honesty, fairness,

openness, engagement and respect, and to

conducting all business ethically and safely. The

Group will only work with parties that share these

values. Our Code of Conduct (‘our Code’) sets

out our expectations for how we do business,

clarifying our commitments to ethical, social and

environmental performance. Our sustainability

policies support our Code of Conduct and it can

be found at candcgroupplc.com.

Year Ahead

Looking forward, the Sustainability Committee

will continue to support the business proactively

to tackle the sustainability topics relevant to our

stakeholders and ensure the right processes are

in place to mitigate climate-related risks and

identify opportunities, as we journey towards

becoming a carbon neutral business.

Role and Responsibilities

of the Committee

Role of the Committee

The Committee is required to:

• Provide oversight on behalf of the Board

in relation to the Group’s ESG matters,

and ensure that they are aligned with and

integrated into broader business purpose

and strategy;

• Review the policies, programmes, practices

and initiatives of the Group relating to ESG

matters, including environmental concerns,

ensuring they remain effective and up to date;

• Provide oversight of the Group’s management

of compliance with legal and regulatory

requirements, including applicable rules

and principles of corporate governance,

and applicable industry standards;

External ESG Ratings

MSCI

2024: AA

CDP

B Climate

B- Water

2024: B Climate/C Water

Sustainalytics

26.2

medium

2024: 27.3 medium

Sustainability Committee Report continued

Financial Statements Additional InformationGovernance ReportStrategic Report

• Report on these matters to the Board and,

where appropriate, make recommendations

to the Board; and

• Report as required to Shareholders of

the Company on the activities and remit

of the Committee.

The quorum necessary for the transaction of

business by the Committee is two. Only members

of the Committee have the right to attend

Committee meetings. The Committee Secretary

is the Deputy Company Secretary.

Meeting Frequency

The Committee met on seven occasions, of

which four were scheduled meetings, during the

financial year ended 28 February 2025. At the

invitation of the Committee, all Board members,

the Company Secretary and Group General

Counsel, Deputy Company Secretary, Head of

ESG, Group Engineering Manager, ESG Analyst,

and advisors were invited to attend all meetings.

Committee Performance Review

The annual review of Committee performance

was facilitated internally and the findings

considered by the full Committee. Details of the

process can be found on page 81. The review

confirmed the Committee’s continued effective

operation, and agreement of actions for

FY2026 will be considered further at the

June 2025 meeting.

Outputs from Committee

Performance Review for FY2025

• Continue to improve how the Committee

keeps what it does under review and have an

annual refresh in light of internal and external

developments.

• Continue to review and streamline the topics

covered by the Committee’s agendas around

sustainability and governance, as the SMC

continues to evolve.

Actions from FY2024 Committee

Performance Review

• Committee reviewed the work of the

Sustainability Committee and streamlined

the Terms of Reference in light of the UK

Corporate Governance Code 2024.

With Board level commitment to Sustainability, a

SMC led by the Chief Operational Officer, as Chair

and Group Executive Committee sponsor, and 11

cross- functional members and a dedicated ESG

team, we are continuing to lead the Company

towards our vision of ‘Delivering to a better

world’ relating to ESG targets.

I have very much enjoyed helping drive forward

our ESG strategic goals in my role as Chair of

the Sustainability Committee and with C&C’s

leadership and governance framework, I am

confident this will ensure the business is well

equipped to continue on our journey of

delivering on our sustainability strategy

and value to all stakeholders.

If you wish to discuss any aspects of the

Sustainability Committee activities with me

then please do so either at the forthcoming

AGM, on 11 July 2025 or via the email that we

have for engagement with our Shareholders at

AGM2025@candcgroup.com.

This Report was approved by the Board of

Directors on 27 May 2025.

Sarah Newbitt

Sustainability Committee Chair

Find out more

The full responsibilities of the Committee are set

out in its Terms of Reference, which are available

on our website candcgroupplc.com/corporate-

governance/terms-of-reference/.

Sustainability Committee Report continued

100

C&C Group plc Annual Report 2025

Dear Shareholder,

On behalf of the Board, I present the Nomination

Committee (‘the Committee’) Report detailing the

important work the Committee has undertaken

during the year. This report provides an overview of

the Committee’s activities in the year under review

and looks ahead to our anticipated activities in the

coming year.

The Nomination Committee plays a vital part in

ensuring that the Board has a combination of skills,

experience and knowledge, with consideration given

to the length of service of the Board as a whole and

membership regularly refreshed. The last 12 months

have been particularly busy for the Committee, with

a number of important changes to the composition

of the Board. The Committee’s major areas of focus

in FY2025 were related to succession planning for its

Executive and Non-Executive Directors, alongside the

ongoing focus on ensuring the effectiveness of the

Board through the appointment of Directors with

the appropriate balance of skills, diversity, knowledge

and experiences.

As mentioned in the 2024 Annual Report, on 6 June

2024, Patrick McMahon stepped down as CEO

and as a Director. The Board and the Committee

triggered its contingency succession plan to ensure

continuity of leadership, and recommended approval

of my interim appointment as CEO with immediate

effect. I performed the role of CEO for eight months

to ensure stability within the senior leadership team

and execution of strategy, while combining this role

with my position as Chair of the Board. On 6 June

2024, I also stepped down as Chair of the Nomination

Committee and Chris Browne, Senior Independent

Director was appointed to this position. On the

successful appointment of our new CEO, Roger

White, on 20 January 2025, after an initial handover,

I returned to my role as Chair of the Board and Chair

of the Nomination Committee on 1 March 2025.

On behalf of the Board, I would like to thank Chris

Browne for her significant contribution as Nomination

Committee Chair during the year.

Ralph Findlay

Chair

Nomination Committee Report

Member Member since

Number of scheduled

meetings attended

Ralph Findlay (Chair)

7 July 2022 4/4

Chris Browne

5 December 2023 3/4

Angela Bromfield

5 December 2023 3/4

Feargal O’Rourke 23 October 2024 3/3

Vincent Crowley

1 June 2019 2/2

There were also 7 unscheduled meetings that took place during the year.

1. Ralph Findlay stepped down as Chair of the Nomination Committee on 6 June 2024 and was re-

appointed Chair of the Nomination Committee on 1 March 2025.

2. Chris Browne was appointed Chair of the Nomination Committee on 6 June 2024 and stepped down

as Chair of the Nomination Committee on 28 February 2025. Chris was unable to attend due to a

scheduling conflict with a previously arranged Board meeting for another Board she is a member of.

3. Angela Bromfield was unable to attend due to a scheduling conflict with a previously arranged AGM

for another Board she is a member of.

4. Vincent Crowley stepped down from the Board and Nomination Committee at the conclusion of the

2024 AGM on 15 August 2024.

Nomination

Committee

Report

Committee composition

as at 28 February 2025

Membership and attendance

as at 28 February 2025

Male 50%

Female 50%

101

Financial Statements Additional InformationGovernance ReportStrategic Report

Board and Committee changes

Alongside the appointment of Roger White,

the Committee has also been focused on the

refreshment of the Board. During the year, we

were pleased to announce the appointments

of Feargal O’Rourke and Sanjay Nakra, who

joined us in August 2024 and September 2024

respectively. These Directors are strong additions

to the Board, bringing diverse thoughts,

experience, alternative perspectives, and

complimentary experience to the Board and

its discussions.

On 15 January 2025, John Gibney, Audit

Committee Chair stepped down from the Board.

On 12 December 2024, we were delighted to

announce the appointment of Roger White

as CEO. Roger’s appointment followed the

completion of a rigorous recruitment process

undertaken by the Committee in conjunction with

an independent executive search firm, Russell

Reynolds. As we continue to focus on building

C&C as the premium drinks and distribution

business in the UK and Irish markets, Roger

brings invaluable expertise and insight to our

team and to help us deliver on that ambition.

Succession and

Leadership Capability

The Committee reviews the composition of

the Company’s Executive Management team,

its development and succession planning.

The Committee has overseen the significant

changes across the Board and its Executive

Management team.

The changes to your Board reflect the importance

of an ongoing focus on succession planning for

the Board and throughout the organisation. This

includes understanding the steps taken to develop

talent from within C&C, as well as overseeing

promotions and changes made within the Group

Executive Committee towards ensuring the

most appropriate balance of skills to support the

execution of our strategy. In the last few years, we

have seen a significant number of changes across

our leadership team.

Board Diversity

As a global business, serving a diverse client

base, diversity, inclusion and equal opportunity

are central to how we operate. The Board and

the Committee, recognise the importance of

diversity at all levels of the organisation,

as they promote balanced decision-making

with consideration to the wider strategy

of the business.

I am pleased to confirm again this year, that the

current composition of the Board meets the

expectations of the FCA’s Listing Rules. You can

read more about how we continue to meet all of

the measurable objectives set out in our Board

Diversity Policy, as well as the gender and ethnic

diversity-related targets set out in the UK Listing

Rules, on pages 106 and 107. We continue to

support both the FTSE Women Leaders Review

and the Parker Review, and our associated

disclosures are set out on page 105.

Board Performance

The Performance Review of the Committee was

completed as part of the 2025 internal Board

Performance Review. The overall conclusion from

this year’s Performance Review was that the

Committee continues to work effectively and is

operating appropriately in line with its Terms

of Reference.

An explanation of how the Board Performance

Review process was conducted, and findings, is

detailed on pages 81 to 82. The Committee has

considered this in the context of the matters that

are applicable to the Committee.

As always, shareholder engagement is important

to your Board; therefore, if you wish to discuss

any aspects of the Nomination Committee

Report, or Committee activities more generally,

with me, I welcome you to join our AGM on 11 July

2025 in Dublin. You can also share your questions

with me in advance via our dedicated AGM email

address AGM2025@candcgroup.com.

Ralph Findlay

Nomination Committee Chair

27 May 2025

Nomination Committee Report continued

Succession planning

is a continual, evolving

process for the

Committee, as

demonstrated by the

orderly and seamless

handover of a key Board

and Executive position

during the year. The

Board and the Committee

triggered its contingency

succession plan to ensure

continuity of leadership.”

102

C&C Group plc Annual Report 2025

Key activities of the Committee during the year

On 22 May 2024, Vineet Bhalla stepped down as Chair of the Sustainability Committee and Sarah Newbitt succeeded

him as Chair of the Sustainability Committee.

On 11 July 2024, Andrew Andrea who joined C&C as CFO and Executive Director on 1 March 2024 was appointed Chief

Financial and Transformation Officer (‘CF&TO’).

On 15 August 2024, Vincent Crowley stepped down from the Board after his 9-year tenure as a Non-Executive Director,

at the conclusion of the 2024 AGM.

On 15 August 2024, Feargal O’Rourke was appointed to the Board as Non-Executive Director.

On 19 September 2024, Sanjay Nakra was appointed to the Board as Non-Executive Director.

During 2024, a tender process was undertaken to recommend the appointment of a new Executive Search Firm.

On 13 January 2025, John Gibney, Chair of the Audit Committee stepped down from the Board and Feargal O’Rourke

succeeded him as Chair of the Audit Committee.

On 13 January 2025, as part of succession planning the Committee recommended the appointment of Gillian Kyle as

Company Secretary post close of 2025 AGM.

On 20 January 2025, Roger White was appointed to the Board as Chief Executive Officer.

Following the Non-Executive Director appointments, noted above, the Committee led a review of the membership of

the Board’s Committees. Board Committee membership is reviewed regularly to maintain an optimum combination

of skills, experience, knowledge and diversity to enable effective governance and decision making. The Committee

recommended the aforementioned changes to the Committee’s composition.

On 6 February 2025, the extension of Jill Caseberry’s tenure, given that Jill had reached her six-year tenure point, a

detailed discussion around the extension of her tenure, resulted in a further final three-year term appointment.

Key Areas of focus for FY2025/26

Undertake a tender process for a Board Performance reviewer.

Review the Committee’s Terms of Reference.

Progress with our Talent Development and Succession Planning pipeline.

Review of the Board Diversity Policy in line with Corporate Governance Code 2024.

In line with the 2023 Parker Review recommendations set target of ethnic diversity among our Group Executive

Committee and senior management.

Roles and Responsibilities of

the Committee

The Committee is responsible for Board

recruitment and conducts a continuous and

proactive process of planning and assessment,

considering the Board’s composition against the

Group’s strategic priorities and the main trends

and factors affecting the long-term success and

future viability of the Group. The Committee’s key

objective is to ensure that the Board comprises

individuals with the necessary skills, knowledge,

experience and diversity to ensure that the Board

is effective in discharging its responsibilities and

that appropriate succession arrangements are

in place. The Committee’s Terms of Reference

can be found in the Investor Centre section of

the Group’s website at candcgroupplc.com/

corporate-governance/terms-of-reference.

The Committee is responsible for leading a

formal, rigorous and transparent process,

for the appointment of new Directors to the

Board and ensuring that plans are in place for

orderly succession to the Board and senior

management positions.

The process for making new appointments to

the Board is usually led by the Chair, except

when the Committee is dealing with the Chair

of the Board succession. Given that I had been

appointed as CEO until a long-term successor

was appointed, the search for a CEO was led

by our Senior Independent Director Chris

Browne. When considering new appointments,

all recommendations to the Board are made on

merit against objective criteria and promote

diversity, inclusion and equal opportunity. Time

commitment, independence and potential

Nomination Committee Report continued

conflicts of interest are considered before any

recommendation is made to the Board. Any

candidates who are shortlisted are interviewed

by the Board Chair, Committee Chair and

members, other Directors and the Company

Secretary and Group General Counsel. The

Board is updated on the progress of the selection

process and receives recommendations from the

Committee for appointment.

Conflicts of Interest

The Board has put in place procedures to deal

with conflicts and potential conflicts of interest

and considers that these have operated effectively

throughout the year. The Board also confirms that

its procedures for the approval of conflicts and

potential conflicts of interest have been followed

by the Directors during the year under review.

Jill Caseberry is a non-executive director to

St. Austell Brewery Company Limited. The

Committee has considered this relationship and

continues to remain satisfied that it is not material

and has in no way impaired her independence on

the Board. Except for Ralph Findlay, as Chair

of the Board, all members of the Committee

are and were, throughout the year under

review, considered by the Board to be

wholly independent.

Meeting Frequency

The Committee met on 11 occasions, including

seven unscheduled meetings in FY2025. At the

invitation of the Committee Chair, all Board

members were invited to all meetings. The Chief

Human Resources Officer, Company Secretary

and Group General Counsel, Deputy Company

Secretary, Russell Reynolds and Deloitte were

also invited to attend certain meetings.

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Financial Statements Additional InformationGovernance ReportStrategic Report

The Nomination Committee constituted a Sub-

Committee comprising the Senior Independent

Director, Chief Human Resources Director,

and Deputy Company Secretary to select an

Executive search firm. Atender process was

undertaken and the Sub-Committee considered

the credentials of several search consultants

before recommending the appointment of

Russell Reynolds. Russell Reynolds is a signatory

to the Enhanced Voluntary Code of Conduct

for Executive search firms and does not

have any connection to the Group or with

individual Directors.

CEO Appointment Process

As an initial step, the Nomination Committee

agreed a role profile with Russell Reynolds, which

referred to some of the following characteristics

and experience:

• plc experience and an understanding of the

UK corporate governance environment;

• broad sector experience;

• a positive match with the culture of the Group

and the members of the Board; and

• experience of building premium brands

within the food and drinks industry was

highly relevant.

The search from Russell Reynolds was rigorous

in its scope, given the significant importance of

considerations in the success and reputation of

our business, and its importance to Shareholders.

The Committee considered a list of potential

candidates, with the skills, knowledge and

experience required. The candidates included

in the initial longlist for the Committee were

of diverse backgrounds in its widest sense

(gender, nationality, age, experience and

social backgrounds).

From the diverse longlist a shortlist was created

and the Chair of the Board, SID, and Committee

Chairs met with the potential candidates.

The Committee met to discuss the feedback

provided from the Board members and Russell

Reynolds, and a proposal was recommended to

the Board.

Following the Committee’s recommendation

and due consideration by the Board, Roger

White was appointed as our new CEO. The Board

is delighted to have recruited a high calibre

leader, who brings an exceptional combination

of extensive branded drinks sector expertise,

understanding of our markets and a proven track

record of delivery.

Non-Executive Director

Appointments

As part of succession planning and in light of

Vincent’s departure, the Committee agreed to

an external search process to identify a new Non-

Executive Director to further enhance existing

Board capabilities. Korn Ferry was engaged to

support the process for the appointment of a

Non-Executive Director. They are also a signatory

to the Enhanced Voluntary Code of Conduct for

Executive search firms and does not have any

connection with individual Directors.

Korn Ferry are engaged to support management

with senior management salary benchmarking

and job evaluation.

The selection process was led by the Nomination

Committee and a sub-committee was set up,

consisting of the Chair of the Board, SID and with

assistance from the Company Secretary and

Group General Counsel.

The Nomination Committee agreed on a

shortlist and interviews were held with potential

candidates and the Nomination Committee

members and Company Secretary and Group

General Counsel.

The preferred candidate was then invited

to meet with the other Board members. A

recommendation was then made to the Board

and Feargal O’Rourke and Sanjay Nakra were

appointed to the Board on 15 August 2024 and

19 September 2024 respectively.

The Nomination Committee led the same

selection process for the appointment of Sanjay

Nakra as Non-Executive Director, as noted above.

Succession Planning

The Board plans for its own succession, with

the support of the Committee. The Committee

remains focused, on behalf of the Board, on

succession planning for both Executive and Non-

Executive Directors.

The Committee aims to ensure that:

• the succession pipeline for senior executive

and business critical roles in the organisation

is strong and diverse;

• processes are in place to identify potential

successors and manage succession actively;

• there is a structured approach to developing

and preparing possible successors; and

processes are in place to identify at-risk posts.

Separately, on at least an annual basis, each

Director’s intentions are discussed regarding

continued service on the Board and their

succession is considered in the context of

the composition of the overall Board and

the corporate governance guidance on

Non-Executive Director tenure. This

transparency allows for an open discussion

about succession for each individual, both

for short-term emergency absences as well

as longer term plans.

Re-appointment of Directors

The Committee considers the selection and

re-appointment of Directors carefully before

making a recommendation to the Board. The

Board is conscious of the length of tenure of

Non-Executive Directors when formulating its

succession planning process. Non-Executive

Directors and the Chair are generally appointed

for a period of three years, which may be

renewed up to a further two three-year term.

Notwithstanding the appointment of three

years, in line with good governance practice,

all Directors are put forward for election or re-

election by Shareholders annually at the AGM

providing Shareholders with the opportunity to

express their confidence and support for the

Board as a whole and each Director individually.

Nomination Committee Report continued

104

C&C Group plc Annual Report 2025

Nomination Committee Report continued

My Board induction

process was extremely

well constructed involving

insightful briefings by key

personnel as well as site

visits to our main locations.

The quality of the process

certainly enabled me to hit

the ground running as a Non-

Executive Director with a

real appreciation for the key

drivers and priorities of

the organisation.”

Feargal O’Rourke

Independent Non-Executive Director

Joining C&C Board as a

Non-Executive Director

has been an insightful and

rewarding experience. I

have benefitted from a

comprehensive induction

process that included tailored

meetings with colleagues and

management team members

allowing me to gain an

understanding of the

Company’s strategic

vision and key priorities

over the medium-term.”

Sanjay Nakra

Independent Non-Executive Director

Board Induction

When a Board member joins the Company, they

receive a formal, comprehensive and tailored

induction designed to suit their individual needs

and their role. The induction programme includes

activities and meetings with the full Board, Group

Executive Committee, key members of the senior

leadership team, technical meetings and site

visits. This is an effective way of introducing them

to the Group’s culture and of ensuring that they

have the information and support they need

to understand the business and customers to

enable them to be productive in their role.

Following their appointments, Feargal, Sanjay and

Roger each commenced an extensive induction

programme, designed to help them understand

the role and responsibilities of a Director at

C&C, enabling them to provide an effective and

constructive challenge to the Board and develop

a thorough understanding of the C&C business.

Directors’ Time Commitments

The Committee recognises the importance of

all Non-Executive and Executive Directors

having the necessary time available to perform

effectively. In line with its Terms of Reference,

the Committee performs an annual review of

the time required from the Chair, Senior

Independent Director and Non-Executive

Directors to perform their duties.

As part of this process, the Committee reflects

on a Director’s attendance at scheduled

meetings and their availability at other times

during the year. In the year under review, the

Directors were available, often at short notice

and outside regular working hours, to discuss

matters that required a prompt decision.

The Committee has reviewed all Directors’

external commitments and concluded that

each Director continues to be able to devote

sufficient time to their role.

Committee Performance Review

The Committee Performance Review was

completed as part of the FY2025 Board

Performance Review. Based on the review the

Committee concluded that it was operating

effectively in line with its Term of Reference. An

explanation of how this process was conducted,

the outcomes and action items identified is set

out on pages 81 to 82.

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Diversity

As a people-focused business, our strength

comes from an inclusive and welcoming

environment, where we recognise that the

experiences and perspectives which make us

unique come together in our shared values and

vision. We strongly believe that the more our

colleagues reflect the diversity of our clients

and consumers, the better equipped we are to

service their needs.

Our Board Diversity Policy applies to the Board

and its Committees and acknowledges the

importance of diversity, equal opportunity and

inclusion in its broadest sense as a key element

of Board effectiveness, it can be found on our

website at candcgroupplc.com/policies-and-

terms/corporate-governance-documents/.

The purpose of the Board Diversity Policy is to

set out the approach to diversity for the Board

itself and for its Committees with the intention

of supporting the succession planning work of

the Committee in creating and maintaining the

appropriate Board and Committee composition.

The Board and senior management believe

diversity is key to providing the right blend of

perspectives and insights required to meet our

purpose and strategy.

Board Diversity Policy Measurable Targets

as at 28 February 2025

Board Diversity Policy Measurable Targets Target Achieved

At least 40% of the Board are women. Yes

As at 28 February 2025, four out of ten Directors (40%)

are women.

The Board should have female representation across at least one of the roles of Chair, Senior Independent Director, Chief

Executive Officer and Chief Financial Officer.

Yes

One position is held by a woman (SID).

The Board should have at least one person from an ethnic minority background. Yes

As at 28 February 2025, two out of ten Directors (20%)

are from a minority ethnic background.

The Board should consider candidates for appointments as Non-Executive Directors from a wider pool, including those with

little or no previous FTSE Board experience.

Yes

One Non-Executive Director was appointed in 2023 and

one in 2024, with no previous FTSE Board experience.

Engage only Executive search firms who understand C&C’s values and approach to diversity and are best placed to deliver

a diverse pool of candidates that are aligned with our strategy. This will be achieved by engaging only with firms that have

signed up to the Voluntary Code of Conduct and Enhanced Voluntary Code of Conduct.

Yes

The Board engaged with Russell Reynolds.

In line with the Listing Rule disclosure requirements, more detailed information relating to the gender and ethnic diversity of C&C Group’s Board and Group

Executive Committee members can be found in the table below. The data is provided in the form specified under Listing Rule 9.8.6I(10) and was collected

directly from the individuals concerned by the Company Secretariat team in line with our Data Protection Policy and approval was given for the data to be

published in the Annual Report.

Parker Review

In line with the Parker Review reporting cycle, all data for our Board-level ethnicity disclosures is shown at the snapshot date of 31 December in each

reporting year. We are pleased to continue to meet these targets and we continue to work to determine an appropriate target for the percentage of senior

management who self-identify as being in an ethnic minority. We want to ensure that the target we set, appropriately reflects the diversity of the countries

our senior management work in and that we have robust and accurate data with which to monitor our progress against these targets, whilst respecting our

colleagues right to privacy and freedom of expression.

2024/25 2023/24 2023/22

Number of Directors from an ethnic minority background 2 1 1

Nomination Committee Report continued

106

C&C Group plc Annual Report 2025

Nomination Committee Report continued

In line with Listing Rule 9.8.6(10), as at the reference date of 28 February 2025, the composition of the

Board and Executive Management was as follows:

Sex of Board and Group Executive members

as at 28 February 2025

Number of

Board Members

Percentage

of the Board

Number of senior

positions on the

Board (CEO,

CF&TO, SID and

Chair)

Number in

Executive

Management*

Percentage

of Executive

Management

Men 6 60% 3 5 62%

Women 4 40% 1 3 38%

Not Specified/

Preferred not to say

– – – – –

* Executive Management is the Group Executive Committee including CEO, CF&TO and Company Secretary & Group General Counsel.

Ethnic Background of Board and Group Executive Committee members

as at 28 February 2025

Number of

Board Members

Percentage

of the Board

Number of senior

positions on the

Board (CEO,

CF&TO, SID and

Chair)

Number in

Executive

Management

Percentage

of Executive

Management

White British or other White

(including minority-white groups)

8 80% 4 3 100%

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British 2 20% – – –

Black/African/Caribbean/

Black British

– – – – –

Other ethnic group,

including Arab

– – – – –

Not Specified/

Preferred not to say

– – – – –

Company Employment Data by Sex

as at 28 February 2025 and 29 February 2024

28 Feb 2025

Male

Number/

Percentage

Female

Number/

Percentage

Directors 6/60% 4/40%

Senior Managers 28/56% 22/44%

Other employees 2,028/75% 666/25%

29 Feb 2024

Male

Number/

Percentage

Female

Number/

Percentage

Directors 5/56% 4/44%

Senior Managers 34/67% 16/33%

Other employees 2,169/75% 715/25%

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FTSE Women Leaders Review

We continue to support the objectives and targets set out in the FTSE Women Leaders Review are

pleased to have met these targets and include data from previous years to allow for historic trend

analysis. In line with the FTSE Women Leaders Review reporting cycle, all data is shown at the snapshot

date of 31 October in each reporting year.

2025 2024 2023

% of females on Board 40% (4 out of 10) 44% (4 out of 9) 25% (2 out of 8)

At least one of the roles of Chair/CEO/

SID/CF&TO to be held by a woman

25% (1 out of 4) 25% (1 out of 4) –

% of females on leadership team 42% (20 out of 48) 41% (17 out of 41) 41% (26 out of 63)

Balance of Skills and Effectiveness of the Board

During the year, the Committee also considered the composition of the Board and each of its

Committees’. The Committee continues to actively review the long-term succession planning process

for Directors to ensure the structure, size and composition (including the balance of skills, experience,

independence, knowledge and diversity (including gender, ethnic and social backgrounds)) of the

Board and its Committees continues to be effective, promoting the Group’s ability to deliver its

strategy and long-term success. You can find the details on the Board skills matrix on page 67.

The Committee is satisfied that the Board and its Committees have a combination of the appropriate

balance of relevant skills, experience, independence and knowledge of the Group to enable it to

discharge its duties to lead and steward the business.

Performance Review of the Board and Committees

The Board is committed to transparency and conducts a formal and rigorous annual review of its

performance including the performance of its Committees, composition, diversity and how effectively

members work together to achieve objectives, as well as individual Directors and the Chair. In

accordance with the provisions of the UK Corporate Governance Code the Board also conducts an

externally facilitated evaluation at least once every three years. The Committee discusses the outcome

of the performance review annually.

For further information on the Performance Review of the Board, its Committees and individual

Directors, including details of the Performance Review process, outcome and actions, please refer to

pages 81 and 82.

Find out more

The full responsibilities of the Committeeare set outin its Terms of Reference, which are available on

our website candcgroupplc.com/corporate-governance/terms-of-reference.

Nomination Committee Report continued

108

C&C Group plc Annual Report 2025

Angela Bromfield

Committee Chair

Directors’

Remuneration

Committee Report

Dear Shareholder,

On behalf of the Board, I am pleased to present the

Directors’ Remuneration Committee Report for the

year ended 28 February 2025. The Report explains the

work of the Committee and sets out details of Directors’

pay for the year and how we intend to implement our

Remuneration Policy (the Policy) in FY2026.

Directors’ Remuneration Committee Report

Annual Statement by Chair of the Remuneration Committee

A summary of how the pay for our Executive Directors

is aligned with delivering our strategy and our

performance in FY2025 is shown in the ‘Remuneration

At a Glance’ section on pages 112 and 113.

The Annual Remuneration Report describes how the

Policy was applied for FY2025 and will be subject to an

advisory vote at the 2025 AGM.

Shareholder engagement and enhancing

clarity and transparency

We were pleased that our new Policy and 2024 Long

Term Incentive Plan (LTIP), were approved at the

2024 AGM with votes in favour of 94.2% and 98.84%

respectively. However, we recognise that Shareholders

had concerns about the decisions taken in relation

to the termination arrangements for previous Chief

Executives. This was reflected in the 40.49% advisory

vote on our 2024 Remuneration Report.

We engaged with Shareholders during the year to

understand their concerns and to explain the context

for decisions taken and our approach going forward.

As part of this process, we have:

• reviewed the format and disclosures in this report

to enhance the clarity and transparency;

• undertaken a detailed review of the contracts for

our Executive Directors and taken steps to mitigate

the risk of termination arrangements being made

which do not align with investor expectations for

a UK listed company. This includes considering

whether a notice period of less than 12 months

should be included in new contracts. Roger White’s

service contract includes a six-month notice period

from both Roger and the Company (other than on a

change a control, where a 12-month notice period

from the Company applies);

Committee composition

as at 28 February 2025

Membership and attendance

as at 28 February 2025

Male 33%

Female 67%

Member Member since

Number of scheduled

meetings attended

Angela Bromfield (Chair) 13 July 2023 5/5

Vineet Bhalla 27 October 2021 5/5

Jill Caseberry 1 March 2019 5/5

John Gibney

6 December 2023 4/4

There were also 7 unscheduled meetings that took place during the year.

1. John Gibney was a member of the Committee until he stepped down from the Board on 13 January 2025.

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Directors’ Remuneration Committee Report continued

• provided details of the remuneration Patrick

McMahon earned to the date he stepped

down as CEO and from the Board on 6 June

2024 in the single total figure of remuneration

table; and

• provided full details regarding the termination

arrangements for Patrick McMahon and the

context for the decisions in the ‘Payments to

Former Directors and Payments for Loss of

Office’ section of this report.

We wrote to Shareholders ahead of the

publication of this report to provide full details

of Roger White’s remuneration package and to

outline the rationale for the one-off LTIP grants

made to Roger White and Andrew Andrea on

20 January 2025. The Committee would like to

thank those Shareholders that have taken part in

these discussions. We received helpful feedback

from these engagements, including support

for our approach to both addressing the low

vote on our 2024 Remuneration Report and our

remuneration arrangements going forward.

Business context and leadership

changes in FY2025

Despite a challenging market landscape and

external pressures, FY2025 saw continued

momentum within the business as we rebuild

performance. A summary of the Group’s

performance for the year is described in the

Strategic Report on pages 2 to 63.

As set out in our report last year, Andrew

Andrea joined C&C as Chief Financial Officer

(CFO), on 1 March 2024. On 11 July 2024, we

announced that Andrew had been appointed to

the newly established role of Chief Financial and

Transformation Officer (CF&TO). In addition to

his role as CFO, Andrew leads our Transformation

Programme, which includes a focus on simplifying

operations and enhancing efficiencies across

the business.

In December 2024, we announced the

appointment of Roger White to the Board as

CEO from 20 January 2025. As an acknowledged

high-calibre leader, Roger brings an exceptional

combination of extensive branded drinks sector

expertise, an understanding of our markets and

a proven track record of delivery. His knowledge

and insight are of great relevance and are

invaluable to C&C as we progress our plans to

deliver enhanced Shareholder value.

Ralph Findlay returned to the position of

Non-Executive Chair from 1 March 2025

following a short period of transition after

Roger joined the business.

Key reward decisions for FY2025 for

our current Executive Directors

Roger White – CEO

As disclosed in December, taking into account

his significant experience and market

benchmarks, Roger White will receive an annual

base salary of £650k, a pension allowance of 5%

of salary in line with the contribution available to

the Group’s employees, and a benefits allowance

of 7.5% of salary.

His maximum annual bonus opportunity for

FY2026 will be 125% of salary and his normal

maximum LTIP opportunity will be 150% of salary.

To facilitate Roger’s recruitment and to align his

interests with our Shareholders and incentivise

the delivery of enhanced Shareholder value,

we agreed:

• a one-off LTIP grant of 150% of base salary

would be granted on his appointment, with a

share price growth performance condition.

Share price growth will be measured from a

starting share price of £1.534 (being the three-

month average closing share price preceding

the announcement of Roger’s appointment

as CEO) and the three-month average closing

share price to 19 January 2028 (the day before

the third anniversary of Roger’s appointment

to the Board). This is subject to discretion for

the Remuneration Committee to take account

of the impact on the share price of exceptional

matters outside of management’s control. This

award will lapse if C&C’s share price growth

is less than 10%. Full vesting of this award

requires share price growth of 35% over this

period. This equates to a share price of £2.071.

The award is subject to a two-year holding

period following vesting to provide further

alignment with the long-term share price

performance and the interests of Shareholders.

• conditional upon Roger investing at least

£100,000 in C&C shares by no later than

20 April 2025, 25% of any annual bonus

earned will be deferred into shares for

three years.

We made a circa £2k contribution to Roger’s

legal expenses, in relation to his service contract.

There was no additional buy-out award in

respect of forfeited remuneration in relation

to Roger’s recruitment.

Andrew Andrea – CF&TO

As discussed last year, Andrew Andrea was

appointed as CFO on a salary of £400,000.

To reflect the expansion of his role and

increased responsibilities as CF&TO his salary

was increased by 10% to £440,000 with effect

from 11 July 2024.

Andrew was granted a normal LTIP award in

July 2024 at the level of 150% of salary, subject

to performance conditions based on EPS (with

a 45% weighting), Relative TSR (with a 35%

weighting) and an Environmental measure (with

a 20% weighting). Further details, including the

performance targets are as set out in this report.

A one-off LTIP award was also granted to Andrew

at the level of 100% of salary in January 2025

with vesting subject to the same share price

performance conditions and holding period as

the one-off LTIP award granted to Roger White.

This one-off LTIP award was granted to:

• strengthen leadership team alignment by

providing a unified approach between our new

CEO and our CF&TO, ensuring alignment in

driving our strategic priorities

• incentivise and reward delivery of enhanced

Shareholder value by enhancing the CF&TO’s

long term incentive.

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C&C Group plc Annual Report 2025

Directors’ Remuneration Committee Report continued

Annual bonus and LTIP outturns

for FY2025

The bonus opportunity for FY2025 was subject

to a mixture of financial and non-financial

performance measures aligned with key strategic

priorities. 65% was based on Operating Profit,

20% on Free Cash Flow, and 15% on progress

against Health & Safety priorities for the Group.

The Operating Profit measure was achieved

between threshold and target, Free Cash Flow

at target and the Health & Safety measure was

achieved in part.

This resulted in a bonus being earned of 33.75%

of maximum, which for Andrew Andrea amounts

to €214,286 based on average salary in the year

and for Ralph Findlay, for the time he spent as

CEO in the year, amounts to €222,117. 50% of

bonus earned will be deferred into shares for

three years. The Committee was satisfied with

the underlying performance of Andrew Andrea

and Ralph Findlay and, accordingly, did not

exercise any discretion in relation to the

bonus outturn.

None of the current Executive Directors held an

LTIP award capable of vesting by reference to

performance in FY2025.

Our former CEO, Patrick McMahon, was entitled

to be considered for a pro rata FY2025 bonus,

reflecting his employment in the financial year,

resulting in a bonus being earned of 33.75% of

maximum in the amount of €78,975. 50% of

bonus earned up to when he stepped down as

Executive Director and CEO will be deferred

into shares for three years. He retained his LTIP

award granted in respect of FY2023, subject to

a reduction to reflect his period of service. The

award was subject to performance conditions

based on EPS (with a 45% weighting), Free Cash

Flow conversion (with a 35% weighting) and an

Environmental target (with a 20% weighting).

The threshold level of performance for the EPS

measure was not met, the free cash flow measure

was achieved at Threshold and the environmental

measure was achieved at Maximum. Having given

due consideration to the overall performance

of the business and the experience of all

stakeholders during the performance period, the

Committee has exercised its discretion, and the

FY2023 LTIP award will vest at 0%. Further details

are as set out in this report.

Reward for FY2026

Executive Directors’ salaries

As noted above, Roger White’s salary was set

on appointment at £650,000. He was not

awarded an increase on 1 March 2025 in

respect of FY2026.

Andrew Andrea received an increase of 10% to

his base salary on 11 July 2024 when he expanded

his role to include Transformation. As a result, the

Committee decided that Andrew would not be

awarded an increase on 1 March 2025 in respect

of FY2026.

The average salary increase for our wider

workforce was 3%, effective from 1 March 2025.

Annual Bonus for FY2026

The maximum annual bonus for Roger and

Andrew Andrea will be 125% of salary. The

performance measures for the FY2026 bonus

opportunity will be based on Operating Profit

(80% weighting) and Free Cash Flow (20%

weighting). Roger invested £120, 580 in C&C

shares on 13 March 2025. Therefore, subject to

his retention of those shares, 25% of any bonus

he earns will be deferred into shares for three

years. Up to 50% of any bonus Andrew Andrea

earns will be deferred into shares for three years,

depending on the extent to which the in-service

shareholding guideline has been met.

LTIP

The maximum LTIP awarded in FY2026 for Roger

White and Andrew Andrea will be 150% of salary.

Details of the targets, measures and weighting

together with the rationale for why they have

been selected are provided in the table overleaf.

Our remuneration

arrangements are

designed to motivate

and reward our people,

with incentives aligned

to our strategy that

encourage enhanced

and sustainable

performance and the

delivery of value for

Shareholders. We take

a responsible and

balanced approach to

remuneration and

consider all remuneration

decisions in the context

of our business

performance and

experience of

our stakeholders.”

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Directors’ Remuneration Committee Report continued

Conclusion

We hope that this report demonstrates to Shareholders both how our remuneration arrangements are

aligned with our strategy and the delivery of enhanced Shareholder value and how we have fulfilled our

commitment to improving the transparency and clarity of our disclosures.

I hope that Shareholders will support the resolution to approve this report at the AGM, where I will be

available to answer any questions you may have.

Angela Bromfield

Remuneration Committee Chair

27 May 2025

FY2026 LTIP Award Performance Measures and Targets

Measure Weighting Targets Rationale

Underlying EPS

55% Threshold (25% vesting): 13.5c

Maximum (100% vesting):14.7c

A strategic measure, aligned to shareholder interests.

Externally reported figure.

Relative TSR 35% Threshold (25% vesting): Company’s TSR performance over the

performance period to be at the median of the comparator group.

Maximum (100% vesting): Company’s TSR performance over the

performance period to be in the upper quartile of the comparator group

Important measure of share price performance relative to peer group.

Externally available information.

Environmental 10% Threshold (25% vesting): 1,500 toe.

over 3-year period

Maximum (100% vesting): 2,000 toe.

over 3-year period

An important element of our overall business strategy Please refer to

page 42 for more details.

1. Underlying EPS excludes the impact of share buybacks.

2. Domino’s Pizza Group, JD Wetherspoon, Mitchells & Butlers, SSP, Fullers, Gym Group, Hollywood Bowl, Marston’s, Cranswick, Hilton Food Group, Premier Foods, Tate & Lyle, AG Barr, Bakkavor, Greencore and FeverTree.

3. Tonnes of oil equivalent.

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Directors’ Remuneration Committee Report continued

Directors’ Remuneration Policy

Our remuneration arrangements are designed to motivate and reward our people, with incentives aligned

to our strategy that encourage enhanced and sustainable performance and the delivery of value for

Shareholders. Our remuneration framework for Executive Directors consists of three key components,

fixed pay, annual bonus and LTIP as set out in the Remuneration Policy on pages 114 – 116.

One-off LTIP Award granted in January 2025

This award was granted to facilitate the recruitment of our new CEO, Roger White and align the CEO’s

and CF&TO’s interests with our Shareholders, provide a unified approach between our new CEO and

our CF&TO and incentivise and reward delivery of enhanced Shareholder value.

Quantum

% of salary

Value at

Grant

Maximum

number of

Roger White 150 £975,000 664,168

Andrew Andrea 100 £440,000 299,727

Performance condition

Share price growth

Extent to which the

Performance Condition

is satisfied

10% or less 0%

More than 10% but

less than 35%

Calculated on a straight-line basis

between 0% and 100%

Share price growth will be measured from a starting share price of £1.534 (based on the three-

month average share price to 12 December 2024, the date Roger’s appointment to the Board was

announced) to and an end share price based on the three-month average share price to 19 January

2028 (the day before the third anniversary of Roger’s appointment to the Board).

The awards will lapse on cessation of employment for any reason before the vesting date, unless the

Committee determines otherwise. The awards are also subject to a two-year holding period following

vesting to provide further alignment with the long-term share price performance and the interests

of Shareholders.

Progress towards shareholding guidelines

Roger White’s and Andrew Andrea’s progress towards satisfying the shareholding requirements is

shown in the table below. Requirement is 200% of salary.

Director Shareholding Target value

Value as at

28 February 2025

Roger White

Nil £1,300,000 Nil

Andrew Andrea Nil £880,000 Nil

1. Roger White purchased 100,000 C&C Group plc shares on 13 March 2025.

Ensuring Shareholder alignment

Fixed Pay

Base salary: reflects individual’s

role, experience and contribution.

Set at levels to attract, recruit

and retain Directors of the

necessary calibre.

Pension allowance: 5% of salary

(in line with the contribution

available for the Group’s

employees).

Benefits allowance: 7.5% of salary.

Up to 50% of the annual bonus

earned is deferred into shares

for three years (subject to a

minimum deferral of 25% of the

bonus earned).

Annual Bonus

Incentivises delivery of

performance targets which

support the strategic direction

of the Company.

Maximum opportunity

for FY2025 and FY2026:

125% of salary.

Subject to performance targets

being met, LTIP awards vest

after three years but continue to

be subject to a further two year

holding period.

LTIP

Incentivises execution of the

Group’s business strategy over the

longer term and aligns interests

with those of Shareholders.

Maximum normal LTIP

opportunity FY2025 and

FY2026: 150% of salary.

Executive Directors are required

to build and maintain a personal

shareholding of at least two

times salary.

Remuneration At a Glance

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Implementation of the Policy in FY2025

Single figure (€000)

Base salary Pension and benefits Annual bonus

Andrew Andrea

Patrick McMahon

Roger White

Ralph Findlay

0 160,000 320,000 480,000 640,000 800,000

Annual bonus

Annual bonus vesting (% of maximum): 33.75%

Measure

Achievement

Level Threshold Target Maximum Outturn

Operating Profit (65%)

€73.0m €81.1m €85.1m

20%

€77.1m

Free Cash Flow (20%)

55% 65% 75%

10%

65%

Health & Safety (15%)

Completion of safety

focused GEMBA

walks (7.5%)

3+ 4+ 6+

3.75%

Target

Implementation of

Group wide Incident

Management Protocol

(7.5%)

Whilst substantial progress has been met during the year, the

actions underpinning this performance measure have not all

been met to the level required.

FY2023 LTIP

LTIP vesting (% of maximum): 28.75% reduced to 0% at the discretion of the Committee

Measure

Achievement

Level Threshold Maximum Outturn

Earnings per share (45%)

22.2c 26.0c

11.2c

Free Cash Flow conversion (35%)

65% 75%

8.75%

65%

Environmental target (20%) 6%

reduction

12%

reduction

20%

Reduction in Scope 1 and 2 emissions

18.2%

Total Reward

Element of Reward

Ralph Findlay

€‘000

Roger White

€‘000

Andrew Andrea

€‘000

Patrick McMahon

€‘000

Base salary 518 92 505 187

Pension 26 5 25 9

Benefits 39 7 38 15

Annual bonus 222 n/a 214 79

LTIP n/a n/a n/a 0

The exchange rate used to convert the elements of reward to Euro is £1: €0.843 being the average exchange rate in the year.

1. Ralph Findlay’s reward is in respect of his role of Executive Chair from 6 June 2024 to 28 February 2025.

2. Roger White commenced employment on 20 January 2025.

3. Andrew Andrea’s bonus is based on his average salary during the FY2025 performance year.

4. Patrick McMahon’s reward is in respect of his role as CEO until 6 June 2024.

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Implementation of the Policy in FY2026

Alignment of our Incentives with our Strategy

Strategic Priority KPIs Annual Bonus LTIP

To deliver sustained

Shareholder value

Earnings growth

Cash flow generation

Minimise environmental impact Reduction in carbon emissions

Remuneration Policy

Our Remuneration Policy was approved by Shareholders at our 2024 AGM, supported by over 94.2%

of the votes cast. We have included below the parts of the Policy that we think Shareholders will find

most useful. This information has been updated to reflect the current circumstances with certain date

specific references updated. The full Policy is available in the 2024 Annual Report on the Company’s

website at candcgroupplc.com/policies-and-terms/corporate-governance-documents.

Executive Directors

The table below sets out the Company’s Remuneration Policy for Executive Directors.

Purpose and

link to strategy Operation Maximum opportunity Performance metrics

Salary

Reflects the

individual’s role,

experience and

contribution. Set

at levels to attract,

recruit and retain

Directors of the

necessary calibre.

Salaries are set by the Committee taking

into account factors including, but not

limited to:

• scope and responsibilities of the role;

• experience and individual performance;

• overall business performance;

• prevailing market conditions;

• pay in comparable companies; and

• overall risk of non-retention.

Typically, salaries are reviewed annually,

with any changes normally taking effect

from 1 March.

Whilst there is no prescribed

formulaic maximum, any

increases will take into account

the outcome of pay reviews

for employees as a whole.

Larger increases may be

awarded where the Committee

considers it appropriate to

reflect, for example:

• increases or changes in

scope and responsibility;

• the Executive Director’s

development and

performance in the role; or

• alignment to market level.

Increases may be implemented

over such time period as

the Committee determines

appropriate.

None

Benefits/cash allowance in lieu

Ensures that

benefits are

sufficient to

recruit and retain

individuals of the

necessary calibre.

The Group seeks to bring transparency

to Directors’ reward structures through

the use of cash allowances in place of

benefits in kind. The cash allowance can

be applied to benefits such as a company

car and health benefits. Group benefits

such as death in service insurance are

also made available. Other benefits

may be provided based on individual

circumstances including housing or

relocation allowances, travel allowance

or other expatriate benefits. Benefits and

allowances are reviewed alongside salary.

There is no prescribed

maximum monetary value

of benefits.

Benefit provision is set at a

level which the Committee

considers appropriate against

the market and relative to

internal benefit provision in

the Group and which provides

sufficient level of benefit based

on individual circumstances.

None

Operating profit: 80%

Free Cash Flow: 20%

EPS: 55%

Relative TSR: 35%

Environmental: 10%

Roger White: £650,000

Roger White:

150%

Roger White:

125%

Andrew Andrea:

150%

Andrew Andrea:

125%

Andrew Andrea: £440,000

Base Salary

LTIP

(maximum opportunity):

Annual bonus

(maximum opportunity):

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Purpose and

link to strategy Operation Maximum opportunity Performance metrics

Pension/cash allowance in lieu

Contributes

towards funding

later life cost

of living.

Executive Directors may participate in the

Company’s defined contribution pension

scheme or take a cash allowance in lieu

of pension entitlement (or a combination

thereof).

A contribution and/or cash

allowance not exceeding the

level available to the majority

of the Group’s workforce. The

Committee retains discretion

to determine the approach and

calculation of the workforce

pension level, including if relevant,

taking into account the location of

the Executive Director.

None

Annual bonus

Motivates

employees and

incentivises delivery

of performance

targets which

support the

strategic direction

of the Company.

Bonus levels are determined after the

year-end based on performance against

targets set by the Committee.

The Committee has discretion to vary

the bonus pay-out should any formulaic

output not reflect the Committee’s

assessment of overall business

performance, or if the Committee

considers the pay-out to be inappropriate

in the context of other relevant factors,

including to avoid outcomes which could

be seen as contrary to Shareholder

expectations.

Bonus deferral

The extent of the deferral of bonus will

ordinarily depend upon the achievement

against the Company’s In-Service

Shareholding Requirement, as set

out overleaf.

Malus and clawback provisions will

apply to the annual bonus. See the

‘Malus and clawback’ section overleaf

for more details.

Maximum opportunity is 150%

of base salary.

Performance is ordinarily

measured over the financial

year. The Committee has

flexibility to set performance

measures and targets annually,

reflecting the Company’s

strategy and aligned with key

financial, operational, strategic

and/or individual objectives.

The majority of the bonus

will be based on financial

measures, such as profit and

cash. The balance of the bonus

will be based on financial or

strategic targets such as brand

equity and our ESG goals

(which may include health and

safety objectives).

In the case of financial

measures, up to 20% of

the bonus will be earned

for threshold performance

increasing to up to 50% for on-

target performance and 100%

for maximum performance.

For non-financial measures,

the amount of bonus earned

will be determined by the

Committee between 0%

and 100% by reference to its

assessment of the extent to

which the relevant metric or

objective has been met.

Purpose and

link to strategy Operation Maximum opportunity Performance metrics

LTIP

Incentivises

Executive Directors

to execute the

Group’s business

strategy over

the longer term

and aligns their

interests with those

of Shareholders to

achieve a sustained

increase in

Shareholder value.

Awards are made in the form of nil-cost

options or conditional share awards, the

vesting of which is conditional on the

achievement of performance targets (as

determined by the Committee).

Vested awards must be held for a further

two-year period after the end of the

performance period before sale of the

shares (other than to pay tax). This

holding period can be operated on the

basis that:

• awards vest following the assessment

of applicable performance conditions

but will not be released (so that the

participant is entitled to acquire shares)

until the end of a holding period of two

years beginning on the vesting date; or

• the participant is entitled to acquire

shares following the assessment of the

applicable performance conditions

but that (other than as regards sales

to cover tax liabilities) the award is not

released (so that the participant is able

to dispose of those shares) until the end

of the holding period.

The Committee retains discretion to

adjust the outturn of an LTIP award,

including to override the formulaic

outcome of the award, in the event

that performance against targets does

not properly reflect the underlying

performance of the Company, or if

the Committee considers the pay-out

to be inappropriate in the context of

other relevant factors including to

avoid outcomes which could be seen as

contrary to Shareholder expectations.

Additional shares may be delivered in

respect of vested LTIP award shares to

reflect dividends over the vesting period

and, if relevant, the holding period. The

number of additional shares may be

calculated assuming the reinvestment

of dividends on such basis as the

Committee determines.

Awards may be made up to

200% of salary in respect of

any financial year.

In exceptional circumstances

the maximum award is 300%

of salary in respect of any

financial year.

Vesting is based on the

achievement of challenging

performance targets,

typically measured over a

period of three years.

Performance may be

assessed against financial

measures (including, but

not limited to, EPS, cash

conversion or other cash

based measure) and/

or return measures and

operational or strategic

measures (which may include

ESG measures) aligned with

the Company’s strategy,

provided that at least 75%

of the award is based

on financial and/or

return measures.

For the achievement of

threshold performance

against a financial measure,

no more than 25% of the

award will vest, rising,

ordinarily on a straight-line

basis, to 100% for maximum

performance; below

threshold performance, none

of the award will vest.

For non-financial measures,

the amount of the award that

vests will be determined by

the Committee between 0%

and 100% by reference to its

assessment of the extent to

which the relevant metric or

objective has been met.

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Directors’ Remuneration Committee Report continued

Purpose and

link to strategy Operation Maximum opportunity Performance metrics

Share-based rewards: All-employee plans

Align the interests

of eligible

employees

with those of

Shareholders

through share

ownership.

The C&C Profit Sharing Scheme is an

all-employee share scheme and has

two parts.

Part A relates to employees in Ireland and

has been approved by the Irish Revenue

Commissioners (the Irish APSS). Part B

relates to employees in the UK and is an

HMRC qualifying plan of free, partnership,

matching or dividend shares (or cash

dividends) with a minimum three-year

vesting period for matching shares (the

UK SIP). UK resident Executive Directors

are eligible to participate in Part B only.

There is currently no equivalent plan for

Directors resident outside of Ireland or

the UK.

Under the Company’s

Irish APSS, the maximum

value of shares that may

be allocated each year is as

permitted in accordance with

the relevant tax legislation

(currently €12,700, which is

the combined value for the

employer funded and employee

foregone elements).

Under the Company’s UK SIP

the maximum values are those

permitted by the applicable

legislation (£1,800 in respect

of partnership shares, £3,600

in respect of matching shares

and £3,600 in respect of

free shares, or in any case

such greater limit as may be

specified by the tax legislation

from time to time).

No performance conditions

would usually be required in

tax-advantaged plans.

Bonus Deferral

If an Executive Director has not met at least half the Company’s In-Service Shareholding Requirement

as determined by the Committee, up to 50% of any bonus earned will ordinarily be paid in cash with

the remainder deferred into shares, for up to three years.

If an Executive Director has met at least half the Company’s In-Service Shareholding Requirement as

determined by the Committee, up to 75% of any bonus earned will ordinarily be paid in cash with the

remainder deferred into shares, for up to three years.

Additional shares may be delivered in respect of deferred bonus award shares to reflect dividends over

the deferral period. The number of additional shares may be calculated assuming the reinvestment of

dividends on such basis as the Committee determines.

Shareholding guidelines

To align Executive Directors with Shareholders, the Committee has adopted formal share ownership

guidelines, which apply both during and after employment. The Committee retains discretion to vary

these provisions in appropriate circumstances.

In-Service Requirement

Executive Directors are required to build and maintain a personal shareholding of at least two

times salary.

Executive Directors are required to retain 50% of the after-tax value of vested share awards until the

shareholding guideline is met.

Shares subject to awards which have vested but which remain unexercised, shares subject to LTIP

awards which have vested but not been released (i.e. which are in a holding period) and shares subject

to deferred bonus awards count towards the shareholding requirement on a net of assumed tax basis.

Post-Employment Requirement

The Committee has adopted a post-employment guideline. Shares are subject to this requirement

only if they are acquired from LTIP or deferred bonus awards granted after 1 March 2021. For the first

year after the Executive Director steps down from the Board, they are required to retain such of those

shares as have a value equal to the ‘in-service’ guideline, or their actual shareholding, if lower, and for a

further year such of those shares as have a value equal to half of the ‘in-service’ guideline or their actual

shareholding, if lower.

Malus and Clawback

In line with the UK Corporate Governance Code, malus and clawback provisions apply to all elements

of performance-based variable remuneration (i.e. annual bonus, and LTIP) for the Executive Directors.

The circumstances in which malus and clawback will be applied are if there has been, in the opinion of

the Committee, a material misstatement of the Group’s published accounts, material corporate failure,

significant reputational damage, error in assessing a performance condition or the information or

assumptions on which the award vests, or the Committee reasonably determines that a participant has

been guilty of gross misconduct. The clawback provisions will apply for a period of two years following

the end of the performance period; in the case of any deferred bonus award or LTIP award which is

not released until the end of a holding period, clawback may be implemented by cancelling the award

before it vests or is released.

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Service Contracts

Details of the service contracts of the Executive Directors are as follows:

Name Contract date Notice period

Unexpired term of

contract

Roger White

(Chief Executive Officer)

11 December

2024

6 months

n/a

Andrew Andrea

(Chief Financial and Transformation Officer)

17 December

2023

12 months n/a

1. On a change of control, a 12-month notice period from the Company applies.

Non-Executive Directors

The table below sets out the Company’s Remuneration Policy for Non-Executive Directors.

Purpose and link to strategy Operation Opportunity Performance metrics

Non-Executive Director fees

Attract and retain high-

calibre individuals with

appropriate knowledge

and experience.

Fees paid to Non-Executive Directors are

determined and approved by the Board as

a whole. The Committee recommends the

remuneration of the Chair to the Board.

Fees are reviewed from time to time and adjusted

to reflect market positioning and any change

in responsibilities.

Non-Executive Directors are not eligible to

participate in the annual bonus plan or share-

based plans and, save as noted below, do not

receive any benefits (including pension) other than

fees in respect of their services to the Company.

Non-Executive Directors may be eligible to

receive certain benefits as appropriate such as

the use of secretarial support, travel costs or

other benefits that may be appropriate. If tax is

payable in respect of any benefit provided, the

Company may make a further payment to cover

the tax liability.

Fees are set taking

into account the time

commitment and

contribution expected

for the role and market

competitive fee levels.

The Articles of Association

provide that the ordinary

remuneration of Directors

(i.e. Directors’ fees,

not including executive

remuneration) shall not

exceed a fixed amount

or such other amount as

determined by an ordinary

resolution of the Company.

Not applicable.

Additional Fees

Provide compensation

to Non-Executive

Directors taking on

additional responsibility

or for additional time

commitments.

Non-Executive Directors may receive

additional fees for further duties (for example

Committee Chair, Senior Independent Director

responsibilities, or holding the position of

Designated Employee Engagement Non-

Executive Director) or time commitments

Not applicable

Letters of Appointment

Each of the Non-Executive Directors in office during the financial year was appointed by way of a letter

of appointment. Each appointment was for an initial term of three years, renewable by agreement

(but now subject to annual re-election by the members in the Annual General Meeting). The letters of

appointment are dated as set out below.

Non-Executive Director Date of letter of appointment

Ralph Findlay 16 September 2021 (Chair – 7 July 2022)

Vineet Bhalla 26 April 2021

Jill Caseberry 7 February 2019

Angela Bromfield 12 July 2023

Chris Browne 30 August 2023

Sarah Newbitt 30 August 2023

Sanjay Nakra 18 September 2024

Feargal O’Rourke 14 August 2024

The letters of appointment are each agreed to be terminable by either party on three months’ notice

and do not contain any pre-determined compensation payments in the event of termination of office

or employment.

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Directors’ Remuneration Committee Report continued

Annual Remuneration Report

Remuneration in detail for the Year ended 28 February 2025

Executive Directors’ Remuneration (Audited)

The following table sets out the total remuneration for Executive Directors for the year ended 28 February 2025 and the prior year.

Single Total Figure of Remuneration – Executive Directors (Audited)

The table below reports the total remuneration receivable in respect of qualifying services by each Executive Director during the year ended 28 February 2025 and the prior year.

Salary/fees (a) Taxable benefits (b) Annual bonus (c) Long term incentives (d) Pension related benefits (e) Total fixed remuneration Total variable remuneration Total

Year ended February

2025

€’000

2024

€’000

2025

€’000

2024

€’000

2025

€’000

2024

€’000

2025

€’000

2024

€’000

2025

€’000

2024

€’000

2025

€’000

2024

€’000

2025

€’000

2024

€’000

2025

€’000

2024

€’000

Ralph Findlay

518 n/a 39 n/a 222 n/a n/a n/a 26 n/a 583 n/a 222 n/a 805 n/a

Roger White

92 n/a 7 n/a n/a n/a n/a n/a 5 n/a 104 n/a – n/a 104 n/a

Andrew Andrea

505 n/a 38 n/a 214 n/a n/a n/a 25 n/a 568 n/a 214 n/a 782 n/a

Patrick McMahon

187 617 15 48 79 0 0 237 9 31 211 696 79 237 290 933

Total 1,302 617 99 48 515 0 0 237 65 31 1,466 696 515 237 1,981 933

1. Ralph Findlay was Executive Chair from 6 June 2024 to 28 February 2025 and accordingly is included in the Executive Directors’ table for this period only. Consistent with the approach in the FY2024 Directors’ Remuneration Report, Ralph Findlay’s remuneration for FY2024 is included in the Non-Executive

Directors Single Total Figure of Remuneration table on page 123.

2. Roger White was appointed as an Executive Director with effect from 20 January 2025.

3. Andrew Andrea was appointed as an Executive Director with effect from 1 March 2024.

4. Patrick McMahon stepped down from the Board on 6 June 2024 and his remuneration in the table above is the remuneration he earned to this date. Further information in relation to payments made to him in connection with his leaving the business is set out later in this report.

Details of the valuation methodologies applied are set out in Notes (a) to (e) below. Where relevant, the valuation methodologies are as required by the UK Regulations and are different from those applied

within the financial statements, which have been prepared in accordance with International Financial Reporting Standards (‘IFRS’).

Notes to Directors’ Remuneration Table

(a) Salaries and fees

The amounts shown are the amounts earned in respect of the financial year.

(b) Taxable benefits

The Executive Directors received a cash allowance of 7.5% of base salary. The Group provided death-in-service cover of four times annual base salary. Patrick McMahon elected to participate in the Irish APSS

during the year, an ‘all-employee plan’ for employees in Ireland. Under that plan, the Company awarded a number of ‘free’ shares in connection with his purchase of ‘contributory’ shares, as permitted by the

legislation. The value of those shares at the date of the awards has been included in the taxable benefit column (€858).

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c) Annual bonus

The annual bonus was based on performance against Operating Profit (65%), Free Cash Flow (20%),

and progress against our Health and Safety priorities (15%). Further details of the bonus targets set

and the performance outturn are provided in the table below.

Performance Targets

Measure

Threshold

(12% of maximum

15% of salary)

‘Target’

(50% of maximum

62.5% of salary)

Maximum

(125% of salary)

Actual

Performance

Bonus

outturn

Operating Profit (65%) €73.0m €81.1m €85.1m €77.1m 20%

Free Cash Flow (20%) 55% 65% 75% 65% 10%

Health and Safety (15%)

25% 3.75%

Total 33.75%

1. The Health and Safety measure was defined in two equal parts of 7.5% each. (i) Completion of safety-focused GEMBA walks was achieved at Target;

and (ii) Implementation of a revised Group-wide Incident Management Protocol and closure of all investigations within a defined time period was

achieved in part, since not every investigation was closed in the defined time period. Therefore this element of the measure was not achieved.

(d) Long-term incentives

1. The amounts shown in respect of long-term incentives are the values of awards where final vesting

is determined as a result of the achievement of performance measures or targets relating to

the financial year. In the FY2024 Directors’ Remuneration Report, the LTIP value for FY2024 was

based on the vesting value of the FY2022 LTIP awards and was calculated based on a share price of

£1.4842 (representing the average closing share price over the last quarter of FY2024 converted to

€1.7327 using an FX rate of 0.8566). In the single total figure of remuneration table above this has

been updated to reflect the share price of £1.578 (being the closing share price on the next working

day after the date of vesting of 15 June 2024, converted to €1.8719 using an FX rate of 0.8430,

being the average FX rate in the year).

2. The performance measures and targets for the FY2023 LTIP awards are as set out below.

Performance Condition Weighting

Threshold

(25% vesting) Maximum Outturn Vesting

Earnings per share 45% €0.222 €0.26 €0.112 0%

Free cash flow conversion 35% 65% 75% 65% 8.75%

Environmental – reduction in

Scope 1 and Scope 2 emissions

over the three financial years

ending with FY2025

20% 6%

reduction

12%

reduction

18.2%

reduction

20%

Based on the achievement of performance measures, the FY2023 LTIP would vest at 28.75% of

maximum on a formulaic basis. However, having given due consideration to the overall performance of

the business and the experience of Shareholders during the performance period, the Committee has

exercised its discretion, and the FY2023 LTIP award will vest at 0%.

(e) Pensions related benefits

No Executive Director accrued any benefits under a defined benefit pension scheme. Under their

service contracts, the Executive Directors received a cash payment of 5% of base salary in order to

provide their own pension benefits as disclosed in column (e) of the table.

Additional Information

Payments to Former Directors and Payments for Loss of Office

The termination arrangements for Patrick McMahon reflected the Company’s legal obligations under

Irish employment law and were consistent with the Directors’ Remuneration Policy approved by

Shareholders at the Annual General Meeting in July 2021.

As an Irish incorporated company listed on the London Stock Exchange, in finalising the arrangements

with Patrick McMahon we needed to balance our Irish employment law obligations with our status as a

UK listed Company and the comply or explain provisions of the UK Corporate Governance Code.

As part of the termination arrangements, Patrick McMahon remained employed by the Group until

30 September 2024 to facilitate a smooth transition, although he stepped down as CEO and Executive

Director on 6 June 2024.

On termination of his employment on 30 September 2024, and in accordance with his employment

contract, Patrick McMahon was paid €526,500 in lieu of the remainder of his twelve-month notice

period and €101,250 for accrued annual leave.

As part of the settlement arrangements, a payment of €394,875, equivalent to six months

remuneration, was paid to Patrick McMahon in respect of any claims that he had against the Company.

He also received an outplacement allowance of €65,438 towards outplacement services and/or

retraining and a contribution toward his Irish and UK legal fees of €7,000 and £500 respectively.

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Directors’ Remuneration Committee Report continued

As previously disclosed, Patrick McMahon also retained his LTIP awards granted in respect of FY2023

and FY2024 which remain subject to the applicable performance conditions assessed following

the end of FY2025 and FY2026 respectively and were subject to a reduction to reflect his period of

service. The FY2023 award has lapsed as disclosed earlier in this report. The holding period will apply

to the FY2024 award to the extent it vests. The applicable malus and clawback provisions will continue

to apply.

In taking the decision to make a settlement payment and allowing Patrick McMahon to retain his LTIP

awards, the Remuneration Committee sought to balance mitigating the overall settlement costs to

the Company paid in accordance with Irish employment law and his contribution and service to the

Group over many years. The approach adopted ensures that the ultimate pay-out to Patrick McMahon

will reflect: (1) the Company’s performance, because the awards remain subject to their performance

conditions; (2) longer-term alignment with Shareholders, because the two-year post-vesting holding

period will continue to apply to each award to the extent it vests; and (3) the period of his individual

contribution, because the awards will be subject to time pro-rating.

Directors’ Shareholdings and Share Interests

Shareholding Guidelines

Executive Directors are required to build up (and maintain) a minimum holding of shares in the

Company. Under the policy, the Executive Directors are expected to maintain a personal shareholding

of at least two times salary. Executive Directors are expected to retain 50% of the after-tax value of

vested share awards until at least the shareholding guideline has been met.

Executive Directors’ Interests in Share Capital of the Company (Audited)

The beneficial interests, including family interests, of the Executive Directors and the Company

Secretary in office during the year ended 28 February 2025 in the share capital of the Company are

detailed below:

28 February

2025 (or date of

leaving the Board

if earlier) Total

1 March

2024

Total

Ralph Findlay 245,693 135,359

Roger White

Nil n/a

Andrew Andrea Nil Nil

Patrick McMahon 137,332

116,438

Total 383,025 251,797

1. Roger White purchased 100,000 C&C Group plc shares on 13 March 2025.

2. Beneficial interests recorded as at 6 June 2024.

Roger White’s and Andrew Andrea’s progress towards satisfying the shareholding requirements as at

28 February 2025 is shown in the table below.

Director Shareholding Target value

Value as at

28 February 2025

Roger White

Nil £1,300,000 Nil

Andrew Andrea Nil £880,000 Nil

1. Roger White purchased 100,000 C&C Group plc shares on 13 March 2025.

Company Secretary

The beneficial interests, including family interests, of the Company Secretary in office during the year

ended 28 February 2025 in the share capital of the Company are detailed below:

28 February

2025

Total

1 March

2024

Total

Mark Chilton 49,335 48,892

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The Company Secretary also held 481 shares in the UK SIP as at 28 February 2025.

Between 28 February 2025 and 15 May 2025 (the latest practicable date), Roger White purchased

100,000 C&C Group plc shares. There were no other changes in the reported interests for current

Executive Directors or the Company Secretary between these dates. The Executive Directors and

Company Secretary have no beneficial interests in any Group subsidiary or joint venture undertakings.

Share incentive plan interests awarded during year (Audited)

LTIP

The table below sets out the plan interests awarded to Executive Directors during the year ended

28 February 2025. Awards granted under the LTIP are subject to performance conditions as set

out opposite.

Executive Director Type of Award

Maximum

opportunity Number of shares

Face value (at date

of grant in €)

% of maximum

opportunity

vesting at

threshold

Roger White ‘One-off LTIP

Award’

150% of

base salary

664,168 €1,156,582

Andrew Andrea ‘One-off LTIP

Award’

100% of

base salary

299,727 €521,945

Andrew Andrea FY2025

LTIP Award

150% of

base salary

404,411 €782,917

25%

1. Each ‘One-off LTIP Award’ was granted on 20 January 2025 in the form of a nil cost option over €0.01 Ordinary Shares in the Company.

2. The FY2025 LTIP Award was granted on 16 July 2024 in the form of a nil cost option over €0.01 Ordinary Shares in the Company.

3. The face value of the FY2025 LTIP Award is based on the number of shares under the award multiplied by the average of the mid-market closing share

price on the three working days before the date of grant converted into €, being £1.632 (converted to €1.9359 using an exchange rate of £1: €0.843,

being the average FX rate in the year ).

4. The face value of each ‘One-off LTIP Award is based on the number of shares under the award multiplied by the average of the mid-market closing

share price on the three working days before the date of grant converted into €, being £1.468 (converted to €1.7414 using an exchange rate of £1:

€0.843, being the average FX rate in the year).

Award Performance measure Weighting

Threshold

(25% vesting) Maximum

FY2025 LTIP Award Earnings per share

45% €0.152 €0.164

Relative TSR

35% Median Upper Quartile

Environmental

20% 6% reduction 12% reduction

1 Basic EPS for FY2027, measured excluding the impact of share buybacks.

2. Assessed over the three financial years FY2025 – FY2027. Compared to a comparator group consisting of AG Barr, Bakkavor, Britvic, Cranswick,

Domino’s Pizza Group, FeverTree, Fullers, Greencore, Gym Group, Hollywood Bowl, Hilton Food Group, JD Wetherspoon, Marston’s, Mitchells &

Butlers, Premier Foods, SSP, and Tate & Lyle.

3. Reduction in Scope 1 and Scope 2 emissions over the three financial years ending with FY2027.

Award Performance Measure Weighting

Threshold

(0% vesting)

Maximum

(100% vesting)

‘One-off LTIP Award’ Share price growth

100% 10% 35%

1. Growth between a starting share price of £1.534 (being the three-month average closing share price preceding the announcement of Roger White’s

appointment as CEO) and the three-month average closing share price to 19 January 2028 (subject to discretion for the Remuneration Committee to

take account of the impact on the share price of exceptional matters outside of management’s control).

122

C&C Group plc Annual Report 2025

Directors’ Remuneration Committee Report continued

Directors’ Interests in Options (Audited)

Interests in options over Ordinary Shares of €0.01 each in the Company.

Director Date of grant Exercise price Plan Exercise period

Total at

1 March 2024 Awarded in year Exercised in year Lapsed in year

Total at 28 February 2025

(or if earlier date of

departure from board)

Roger White 20/01/25 Nil ‘One-off LTIP Award’ 20/01/30-20/01/35 – 664,168 – – 664,168

Total – 664,168 – – 664,168

Andrew Andrea 16/07/24 Nil FY 2025 LTIP 28/05/29-16/07/34 – 404,411 – – 404,411

20/01/25 Nil ‘One-off LTIP Award’ 20/01/3-20/01/35 – 299,727 – – 299,727

Total – 704,138 – – 704,138

Patrick McMahon

02/12/20 Nil FY2021 LTIP n/a 153,423 – 153,423 – 0

15/06/21 Nil FY2022 LTIP 15/06/26-14/12/26 126,531 – – – 126,531

09/06/22 Nil FY2023 LTIP n/a 278,796 – – 278,796

14/06/23 Nil FY2024 LTIP 14/06/28-13/12/28 639,769 – – 333,455

306,314

Total 1,198,519 – 153,423 612,251

432,845

Mark Chilton 09/06/22 Nil R&R

09/06/25-30/08/26 50,000 – – – 50,000

14/06/23 Nil R&R

14/06/25-30/08/26 93,670 – – – 93,670

16/07/24 Nil R&R

16/07/25-30/08/26 – 102,190 – – 102,190

Total 143,670 102,190 – – 245,860

1. LTIP awards (including ‘One-Off LTIP Awards’) vest to the extent deemed by the Board upon testing of the performance conditions and are then subject to a two-year holding period.

2. The treatment of Patrick McMahon’s awards in connection with his departure from the business was described in the FY2024 Directors’ Remuneration Report.

3. During FY2025 the FY2023 LTIP was partially lapsed by 38,192 awards to reflect pro rata for service upon Patrick McMahon’s exit from the business. Subsequently, the remainder of the award lapsed.

4. During FY2025 the FY2024 LTIP was partially lapsed to reflect pro-rata service upon Patrick McMahon’s exit from the business.

5. R&R is the C&C Group Recruitment and Retention Plan 2010.

No price was paid for any award of options. The price of the Company’s Ordinary Shares as quoted on the London Stock Exchange at the close of business on 28 February 2025 was £1.4660 (29 February 2024:

£1.43). The price of the Company’s Ordinary Shares ranged between £1.390 and £1.766 during the year.

There was no movement in the interests of the Directors in options over the Company’s Ordinary Shares between 28 February 2025 and 15 May 2025.

123

Financial Statements Additional InformationGovernance ReportStrategic Report

Directors’ Remuneration Committee Report continued

Single Total Figure of Remuneration – Non-Executive Directors (Audited)

The table below reports the total fees receivable in respect of qualifying services by each

Non-Executive Director during the year ended 28 February 2025 and 29 February 2024.

Salary/fees

Year ended February 2025 (€’000) 2024 (€’000)

Angela Bromfield 90 57

Chris Browne 107 33

Fergal O’Rourke

43 –

Jill Caseberry 77 85

John Gibney

84 96

Ralph Findlay

67 571

Sanjay Nakra

34 –

Sarah Newbitt

94 37

Vincent Crowley

34 98

Vineet Bhalla

Total 710 504

1. Feargal O’Rourke was appointed to the Board on 15 August 2024 at the conclusion of the 2024 AGM.

2. John Gibney stepped down from the Board on 13 January 2025.

3. The fees paid to Ralph Findlay (a) for the year ended February 2024 reflect his position as a Non-Executive Chair between 1 March 2023 and 18 May

2023 and his position as Executive Chair for the remainder of the year and (b) for the year ended February 2025 these are Ralph Findlay’s earning for

the period that he acted as a Non-Executive Director to 5 June 2024.

4. Sanjay Nakra was appointed to the Board on 19 September 2024. His fees in relation to the services provided up to 28 February 2025 were paid in April 2025

and he received taxable benefits of €16,329 (gross) relating to travel and expenses for Board meeting attendance for the period to 28 February 2025.

5. Sarah Newbitt’s single total figure for FY2024 was omitted from this table in the FY2024 annual report in error and has been corrected above.

6. Vincent Crowley stepped down from the Board on 15 August 2024 at the conclusion of the 2024 AGM.

Fees paid to Non-Executive Directors are determined and approved by the Board as a whole.

The Committee recommends the remuneration of the Chair to the Board.

Fees are reviewed from time to time and adjusted to reflect market positioning and any change

in responsibilities. Non-Executive Directors receive a base fee and an additional fee for further

duties as set out on in the following table:

Non-Executive Role/Position

Fees for FY2025

(€)

Non-Executive Chair 260,000

Base fee 67,015

Senior Independent Director 15,000

Audit Committee Chair 25,000

Remuneration Committee Chair 20,000

Sustainability Committee Chair 20,000

Audit Committee member 5,000

Sustainability Committee member 5,000

Remuneration Committee member 5,000

Nomination Committee member 3,000

Designated Employee Engagement Non-Executive Director 10,000

1. The Non-Executive Chair fee was included in Ralph Findlay’s overall salary when he took on the role of Executive Chair from 6 June 2024 to

28 February 2025.

Non-Executive Directors’ Interests in Share Capital of the Company (Audited)

The beneficial interests, including family interests, of the Non-Executive Directors in office

during the year ended 28 February 2025 and 29 February 2024 in the share capital of the

Company are detailed below:

28 February 2025

(or date of retirement

from the Board if

earlier) Total

29 February 2024

(or date of retirement

from the Board if

earlier) Total

Vineet Bhalla 15,000 15,000

Jill Caseberry 6,462 6,462

Vincent Crowley

25,216 25,216

John Gibney

– –

Angela Bromfield

13,439 –

Chris Browne 13,900 –

Sarah Newbitt

– –

Sanjay Nakra

– –

Feargal O’Rourke

50,000 –

Helen Pitcher

8,015

Jim Thompson

–

Total 124,017 54,693

1. Vincent Crowley stepped down from the Board on 15 August 2024 at the conclusion of the 2024 AGM.

2. John Gibney stepped down from the Board on 13 January 2025.

3. Angela Bromfield purchased 16,456 C&C Group plc shares on 14 March 2025.

4. Sarah Newbitt purchased 11,528 C&C Group plc shares on 26 March 2025.

5. Sanjay Nakra was appointed to the Board on 19 September 2024.

6. Feargal O’Rourke was appointed to the Board on 15 August 2024 at the conclusion of the 2024 AGM.

7. Helen Pitcher stepped down from the Board on 13 July 2023.

8. Jim Thompson stepped down from the Board on 13 July 2023.

There were no other changes in the above share interests for current Non-Executive Directors

between 28 February 2025 and the date of this report.

124

C&C Group plc Annual Report 2025

Directors’ Remuneration Committee Report continued

Performance Graph and Table

This graph shows the value, at 28 February 2025, of £100 invested in the Company on 28 February

2015 compared to the value of £100 invested in the FTSE 250 Index. The Committee believes that this

is the most appropriate index against which to compare the performance of the Company.

Total Shareholder Return

C&C Group

FTSE 250 Index

160

140

120

100

Feb 15 Feb 16 Feb 17 Feb 18 Feb 19 Feb 20 Feb 21 Feb 22 Feb 23 Feb 24

Feb 25

Chief Executive Officer

The following table sets out information on the remuneration of the Chief Executive Officer for the ten

years to 28 February 2025.

Total

Remuneration

€’000

Annual Bonus

(as % of maximum

opportunity

Long term

incentives vesting

(as % of maximum

number of shares

FY2016 Stephen Glancey 1,230 25% Nil

FY2017 Stephen Glancey 1,052 Nil Nil

FY2018 Stephen Glancey 994 18% Nil

FY2019 Stephen Glancey 1,777 100% Nil

FY2020 Stephen Glancey (to 15/01/20) 2,219 25% 100%

FY2020 Stewart Gilliland (from 16/01/20) 71 n/a n/a

FY2021 Stewart Gilliland (to 02/11/20) 301 n/a n/a

FY2021 David Forde (from 02/11/20) 1,731 Nil Nil

FY2022 David Forde 776 Nil Nil

FY2023 David Forde 804 Nil 65%

FY2024 David Forde (to 18/05/23) 176 Nil 41%

FY2024 Patrick McMahon (from 19/05/23) 533 Nil 55%

FY2025 Patrick McMahon (to 06/06/24) 290 33.75% 0%

FY2025 Ralph Findlay (from 06/06/24 to 19/01/25) 674 33.75% n/a

FY2025 Roger White (from 20/01/25) 104 n/a n/a

The amounts set out in the above table were translated from Sterling, where applicable, based on the

average exchange rate for the relevant year.

FY2025: Patrick McMahon stepped down from the Board on 6 June 2024 and Ralph Findlay was

appointed CEO with immediate effect. Roger White was appointed CEO on 20 January 2025 and Ralph

Findlay reverted to the position of Non-Executive Chair on 01 March 2025. The remuneration figures

are calculated for the period in the position of Chief Executive Officer.

Notes in relation to the basis of disclosure for previous years are included in the Directors’

Remuneration Reports for those years.

125

Financial Statements Additional InformationGovernance ReportStrategic Report

Directors’ Remuneration Committee Report continued

CEO Pay Ratio

The table below shows the ratio of the pay of the CEO to that of the UK lower quartile, median and

upper quartile full-time equivalent employees in each year from FY2020 to FY2025. For the wider

workforce, the value of benefits provided in the year has not been included as the data is not readily

available. In the view of the Company, this does not have a meaningful impact on the pay ratios.

For FY2025, the ratios are calculated by reference to the combined pay of the CEOs who served during

the financial year.

Figures for earlier years are presented on the same basis as in the Directors’ Remuneration Report for

the prior year.

The UK regulations provide three methods for the calculation of the CEO Pay Ratio, A, B and C with

Option A (modified) being the preferred method as it is the most statistically accurate. In calculating

the ratio, the Company determined full time equivalent annual remuneration for UK employees,

employed in the business as at 28 February 2025. Set out below is the remuneration and salary

component of that remuneration for the CEO and for employees in the 25th, 50th (median) and

75th quartiles.

Year

CEO total

remuneration

(salary) €

25th percentile

employee

remuneration

(salary) €

Median employee

remuneration

(salary) €

75th percentile

employee

remuneration

(salary) €

FY2020 2,218,941 26,146 32,257 45,075

697,954 24,080 30,024 39,232

FY2021 2,031,946 23,465 29,667 42,290

531,161 22,146 27,894 38,358

FY2022 776,250 26,759 34,125 45,338

690,000 25,281 31,511 41,613

FY2023 1,201,701 28,957 35,795 47,896

714,150 27,450 33,661 44,183

FY2024 1,084,742 31,070 38,135 50,660

723,960 29,220 35,526 46,542

FY2025 1,068,870 33,408 41,478 54,371

713,182 31,431 37,011 47,009

Salary-Only Ratios

Year Method 25th percentile ratio Median ratio 75th percentile ratio

FY2020 Option A 29.0:1 23.2:1 17.8:1

FY2021 Option A 24.0:1 19.0:1 13.8:1

FY2022 Option A 27.3:1 21.9:1 16.6:1

FY2023 Option A 26.0:1 21.2:1 16.2:1

FY2024 Option A 24.8:1 20.4:1 15.6:1

FY2025 Option A 22.7:1 19.3:1 15.2:1

Total Remuneration Ratios

Year Method 25th percentile ratio Median ratio 75th percentile ratio

FY2020 Option A 84.9:1 68.8:1 49.2:1

FY2021 Option A 86.6:1 68.5:1 48.0:1

FY2022 Option A 29.0:1 22.7:1 17.1:1

FY2023 Option A 41.5:1 33.6:1 25.1:1

FY2024 Option A 34.9:1 28.4:1 21.4:1

FY2025 Option A 32.0:1 25.8:1 19.7:1

The Company believes that the median pay ratio for FY2025 is consistent with the pay, reward and

progression policies for the UK employees. The change in the ratios between FY2024 and FY2025

are attributable to salary movements during the year.

Annual Percentage Change in Remuneration of Directors and Employees

The table overleaf reports the annual percentage change in the salary/fees and bonus of the

Directors and employees between FY2020 and FY2025 in accordance with the UK Regulations. The

UK Regulations also require that this disclosure be included in relation to benefits. However, due to

the difficulty in obtaining this data, we have not included benefits for the purpose of the calculation,

consistent with our approach to the CEO Pay Ratio. The average employee disclosure shows the

average percentage change in the same remuneration over the same period in respect of the

Company’s UK full time equivalent employees, by reported numbers. We have used the Company’s

UK full time equivalent employees as the comparator group for consistency with the approach to the

CEO Pay Ratio calculation.

126

C&C Group plc Annual Report 2025

Directors’ Remuneration Committee Report continued

The average employee change has been calculated by reference to the mean of employee pay. Roger

White, Andrew Andrea, Sanjay Nakra and Feargal O’Rourke were appointed to the Board during

FY2025 and Patrick McMahon, Vincent Crowley, and John Gibney stepped down from the Board

during FY2025. Their details have all accordingly been excluded. Notes in relation to the basis of

disclosure for previous years are included in the Directors’ Remuneration Reports for those years.

Average

Employee

Ralph

Findlay

Vineet

Bhalla

Angela

Bromfield

Chris

Browne

Jill

Caseberry

Sarah

Newbitt

Salary/

Fees

FY2020-

FY2021

(4.2%) n/a n/a n/a n/a (7.2%) n/a

FY2021-

FY2022

1.6% n/a n/a n/a n/a 21.9% n/a

FY2022-

FY2023

7.4% n/a 18.8% n/a n/a 6.7% n/a

FY2023-

FY2024

3.59% 205.8% 32.62% n/a n/a 6.6% n/a

FY2024-

FY2025

5.4% 52.4%

(18.2)% 0.2%

22.9%

(9.7)% 15.3%

Annual

Bonus

FY2020-

FY2021

n/a n/a n/a n/a n/a n/a n/a

FY2021-

FY2022

0.6% n/a n/a n/a n/a n/a n/a

FY2022-

FY2023

0% n/a n/a n/a n/a n/a n/a

FY2023-

FY2024

0% n/a n/a n/a n/a n/a n/a

FY2024-

FY2025

8.2% n/a n/a n/a n/a n/a n/a

1. Angela Bromfield, Chris Bowne, and Sarah Newbitt were appointed to the Board during FY2024. For the purposes of the table above, their fees for

FY2024 have been annualised in order to calculate the changes between FY2024 and FY2025.

2. Ralph Findlay’s earnings include total remuneration in his capacity as CEO and Chair for the period 6 June 2024 to 19 January 2025.

Implementation of the Remuneration Policy in FY2026

The Committee’s intended approach to the implementation of the Policy for FY2026 in respect of

Executive Directors is set out in the letter from the Committee Chair earlier in this Report.

Fees for the Non-Executive Chair will increase by 3% to €267,800 with effect from 1 March 2025, in

line with the increase awarded to the wider workforce. The Non-Executive Director fees in the table on

page 123 have still to be reviewed for FY2026.

Shareholder Voting on the Directors’ Remuneration Report and Directors’

Remuneration Policy

The following table sets out the votes at the 2024 AGM in respect of the FY2024 Directors’

Remuneration Report and the Directors’ Remuneration Policy.

For Against Withheld

Directors’ Remuneration Report 129,545,992 190,367,056 518,013

Directors’ Remuneration Policy 301,290,806 18,539,195 601,060

The Company is committed to ongoing Shareholder dialogue and takes Shareholder views into

consideration when formulating remuneration policy and practice.

External Assistance Provided to the Committee

Deloitte LLP (‘Deloitte’) was retained as the independent adviser to the Remuneration Committee.

Deloitte also provided advice in relation to remuneration disclosure, the operation of the Company’s

share plans, gender pay gap reporting and below board remuneration during FY2025. The Committee

regularly reviews and satisfies itself that all advice received is objective and independent (through

assessing the advice against their own experience and market knowledge), and fully addresses

the issues under consideration. Deloitte is a member of the Remuneration Consultants Group and

subscribes to its Code of Conduct. Fees paid to Deloitte for services to the Committee in FY2025 were

£51,590 and were charged on a time spent basis in accordance with the terms of engagement.

The Company is incorporated in Ireland and is therefore not subject to the UK company law

requirement to submit its Directors’ Remuneration Policy to a binding vote. Nonetheless, in line

with our commitment to best practice, at the AGM in July 2024, our Policy was approved by our

Shareholders on an advisory basis.

This Report was approved by the Board and signed on its behalf by:

Angela Bromfield

Remuneration Committee Chair

27 May 2025

127

Financial Statements Additional InformationGovernance ReportStrategic Report

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the

Annual Report and the Group and Company

financial statements, in accordance with

applicable law and regulations.

Company law requires the Directors to prepare

Group and Company financial statements for

each financial year. Under that law, the Directors

are required to prepare the Group financial

statements in accordance with International

Financial Reporting Standards (‘IFRSs’) as

adopted by the EU, and have elected to prepare

the Company financial statements in accordance

with Irish Law (Irish Generally Accepted

Accounting Practice), including FRS 101 ‘Reduced

Disclosure Framework’ (‘FRS 101’).

Under Irish Company law, the Directors must

not approve the financial statements unless they

are satisfied that they give a true and fair view of

the assets, liabilities and financial position of the

Group and parent company as at the end of the

financial year, and the profit or loss for the Group

for the financial year, and otherwise comply with

Companies Act 2014.

In preparing each of the Group and Company

financial statements the Directors are required to:

• select suitable accounting policies and apply

them consistently;

• make judgements and estimates that are

reasonable and prudent;

• state that the Group financial statements

comply with IFRS as adopted by the EU and

as regards the Company, comply with FRS

101 together with the requirements of Irish

Company Law; and

• prepare the financial statements on the going

concern basis, unless it is inappropriate to

presume that the Group and Company will

continue in business.

The Directors are also required by the

Transparency (Directive 2004/109/EC)

Regulations 2007 and the Transparency rules

of the Central Bank of Ireland to include a

management report containing a fair review of

the business and the position of the Group and

the parent Company and a description of the

principal risks and uncertainties facing the Group.

The Directors are responsible for adequate

accounting records which disclose with reasonable

accuracy at any time the assets, liabilities, financial

position and profit or loss of the Company,

and which will enable them to ensure that the

financial statements of the Group are prepared in

accordance with applicable IFRS as adopted by the

European Union and comply with the provisions of

Irish Company Law, and, with regard to the Group

financial statements, Article 4 of the European

Communities (International Financial Reporting

Standards and Miscellaneous Amendments)

Regulations 2005 (the ‘IAS Regulation’). They are

also responsible for safeguarding the assets of the

Company and the Group, and hence for taking

reasonable steps for the prevention and detection

of fraud and other irregularities.

The Directors have appointed appropriate

accounting personnel, including a professionally

qualified Chief Financial and Transformation

Officer, in order to ensure that those

requirements are met.

The Directors are responsible for the

maintenance and integrity of the corporate and

financial information included on the Company’s

website www.candcgroupplc.com. Legislation

in Ireland concerning the preparation and

dissemination of financial statements may

differ from legislation in other jurisdictions.

Responsibility Statement as required

by the Transparency Directive and UK

Corporate Governance Code

Each of the Directors, whose names and

functions are listed on pages 68 and 70 of this

Annual Report, confirm that, to the best of each

person’s knowledge and belief:

• so far as they are aware, there is no relevant

audit information of which the Company’s

statutory auditor is unaware;

• they have taken all steps that they ought

to have taken as Directors in order to

make themselves aware of any relevant

audit information and to establish that the

Company’s statutory auditor is aware of

that information;

• the Group Financial Statements, prepared

in accordance with IFRS as adopted by the

European Union and the Company financial

statements prepared in accordance with FRS

101 give a true and fair view of the assets,

liabilities, financial position of the Group and

Company at 28 February 2025 and of the

profit or loss of the Group for the year

then ended;

• the Directors’ Report contained in the

Annual Report includes a fair review of the

development and performance of the business

and the position of the Group and Company,

together with a description of the principal

risks and uncertainties that they face; and

• the Annual Report and Financial Statements,

taken as a whole, provides the information

necessary to assess the Group’s performance,

business model and strategy and is fair,

balanced and understandable and provides

the information necessary for Shareholders

to assess the Company’s position and

performance, business model and strategy.

Signed on behalf of the Board

Ralph Findlay

Chair

27 May 2025

128

C&C Group plc Annual Report 2025

Scan to read

more online

Financial

Statements

129 Independent Auditor’s Report

142 Consolidated Income Statement

142 Consolidated Statement of Comprehensive Income

143 Consolidated Balance Sheet

144 Consolidated Cash Flow Statement

145 Consolidated Statement of Changes in Equity

146 Company Balance Sheet

147 Company Statement of Changes In Equity

148 Statement of Accounting Policies

163 Notes Forming Part of the Financial Statements

212 Financial Definitions

IN THIS SECTION:

Our dedicated Health, Safety & Fleet Centre

of Excellence has launched in Birmingham

As part of our strategic priority of Health

& Safety, we have invested in a dedicated

Centre of Excellence facility in Birmingham,

led by our H&S Director Katie Rodham and

the H&S Team, opened by our Chief

Operating Officer Andrea Pozzi. From here,

we are focused on delivering a group-wide

capability programme aimed at effective

Health, Safety and Fleet operational training

and essential skills for managers, operational

trainers, and our depot-based health &

safety reps.

CASE STUDY

129

Financial Statements Additional InformationGovernance ReportStrategic Report

Independent Auditor’s Report to the Members of C&C Group plc

Report on the audit of the financial statements

Opinion

We have audited the financial statements of C&C Group plc (‘the Company’) and its subsidiaries

(‘the Group’) for the year ended 28 February 2025, which comprise:

• the Consolidated Income Statement and the Consolidated Statement of Comprehensive Income

for the year then ended;

• the Consolidated and Company Balance Sheets as at 28 February 2025;

• the Consolidated Cash Flow Statement for the year then ended;

• the Consolidated and Company Statements of Changes in Equity for the year then ended; and

• the notes to the financial statements, including the statement of accounting policies set out on

pages 148 to 211.

The financial reporting framework that has been applied in their preparation is Irish Law and

International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and, as regards

the Company financial statements, Accounting Standards including FRS 101 Reduced Disclosure

Framework issued in the United Kingdom by the Financial Reporting Council.

In our opinion:

• the Group financial statements give a true and fair view of the assets, liabilities and financial position

of the Group as at 28 February 2025 and of its profit for the year then ended;

• the Company financial statements give a true and fair view of the assets, liabilities and financial

position of the Company as at 28 February 2025;

• the Group financial statements have been properly prepared in accordance with IFRS as adopted by

the European Union;

• the Company financial statements have been properly prepared in accordance with FRS 101

Reduced Disclosure Framework; and

• the Company and Group financial statements have been properly prepared in accordance with the

requirements of the Companies Act 2014.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs

(Ireland)) 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 Company in accordance with ethical requirements that are relevant to

our audit of financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing

and Accounting Supervisory Authority (IAASA) as applied to listed entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Conclusions relating to going concern

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 and Company’s ability to continue to adopt the going concern

basis of accounting included:

• In conjunction with our walkthrough of the Company’s financial close process, we confirmed our

understanding of management’s Going Concern assessment process and also engaged with

management early to ensure all key factors were considered in their assessment;

• We considered whether events or conditions existed that may cast doubt on the Group and

Company’s ability to continue as a going concern for a period from the date of approval of the

financial statements to 31 August 2026 (“going concern period”);

• We obtained management’s board-approved going concern assessment, including the cash

forecast and forecast covenant calculation for the going concern period to 31 August 2026.

The Company has modelled a number of adverse scenarios in their cash forecasts and covenant

calculations in order to incorporate unexpected changes to the forecasted liquidity of the Group

and Company;

• We considered the appropriateness of the methods used to calculate the cash forecasts and

covenant calculations and determined through inspection and testing of the methodology and

calculations that the methods utilised were appropriately sophisticated to be able to make an

assessment for the Group and Company;

• We considered the consistency of information obtained from other areas of the audit such as the

forecasts used for impairment assessments;

• We considered past historical accuracy of management’s forecasts;

• We considered the mitigating factors included in the cash forecasts and covenant calculations

that are within the control of the Group. This includes review of the Group’s non-operating cash

outflows, expected dividend and share buybacks, and evaluating the Group’s ability to control these

outflows as mitigating actions if required. We also verified credit facilities available to the Group

and Company;

• We have performed reverse stress testing in order to identify what factors would lead to the Group

utilising all liquidity or breaching the financial covenant during the going concern period;

• We reviewed the Group and Company’s going concern disclosures included in the Annual Report

and Accounts in order to assess that the disclosures were appropriate and in conformity with the

reporting standards.

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Independent Auditor’s Report to the Members of C&C Group plc continued

Our key observations

We have observed that the Group generated operating cashflows of €89.0m in the year ended

28 February 2025. Further, the Group continues to have access to significant liquidity facilities.

At 28 February 2025, the Group has unrestricted cash and cash equivalents of €144.0m and

unused committed debt facilities of up to €225.0m from a revolving bank credit facility expiring

in January 2030.

Conclusion

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 or the

Company’s ability to continue as a going concern for a period to 31 August 2026.

In relation to the Group and Company’s reporting on how they have 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.

We are required to report if the directors’ statement relating to going concern in accordance with

the Listing Rules of the UK Financial Conduct Authority is materially inconsistent with our knowledge

obtained in the audit. We have nothing to report in respect of this responsibility.

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report. However, because not all future events or conditions

can be predicted, this statement is not a guarantee as to the Group and Company’s ability to continue

as a going concern.

Overview of our audit approach

Audit scope • We performed an audit of the financial information of 13 components

and performed audit procedures on specific balances for a further

1 component.

• We performed specified procedures at a further 1 component that

was determined by the Group audit team in response to specific

risk factors.

• Components represent business units across the Group considered

for audit scoping purposes.

Key audit matters • Inventory existence and valuation.

• Carrying value of goodwill and brands.

• Revenue recognition.

• Classification of exceptional costs.

• Carrying value of investment in subsidiary undertakings and the

recoverability of intercompany receivables in the parent Company

financial statements, and related impairment charges.

Materiality • Overall Group materiality was assessed to be €3.86 million which

represents 5% of the Group’s operating profit before exceptional

items of €77.1 million (2024: €3.30 million, which represents 2%

of Net Revenue). In 2024, a revenue measure was used given the

accounting issues associated with management override of internal

controls and related prior period adjustments identified.

• We determined materiality for the Parent Company to be €6.8 million

(2024: €7.9 million), which is 0.5% (2024: 0.5%) of total assets.

What has changed? • In the prior year, our auditor’s report included a key audit matter

in relation to recoverability of on-trade receivable balances and

advances to customers. In the current year, this is no longer

considered a key audit matter as this risk is no longer of most

significance to the audit.

• Further, as a result of the prior period adjustments in the prior year

we included a key audit matter in relation to management override

of internal controls and related prior period adjustments. This is no

longer applicable in the current year.

• We identified the classification of exceptional items to be a key audit

matter in 2025 due to the significance of this matter to the audit.

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Key audit matters

Key audit matters are those matters that, in our professional judgment, 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, including 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.

Risk Our response to the risk

Key observations communicated to the

Audit Committee

Inventory existence and valuation (Group financial statements)

(2025: €156.5m, 2024: €170.7m)

Refer to the Audit Committee Report (page 92); Statement of Accounting

Policies (page 162); and Note 14 to the Consolidated Financial Statements

(page 183).

Inventories are a significant component of the Group’s assets and given the

nature of the Group’s inventories the following risks exist:

a. Not all storage tanks have in-built measuring gauges. The Group’s traditional

measuring approach may not be robust enough and therefore subject to

risk that could impact the existence of tank volumes. Also, in some instances,

depending on the liquid in the tanks, there is a risk that a residual quantity in a

tank may have zero value and therefore the business may experience physical

loss that has not been factored into quantities available for use. There is also

a risk of misrepresentation of related inventory quantities and estimates and

judgements used to value inventories that are stored in tank farms.

b. risk of misstatement of raw materials and finished goods inventory due to

inappropriate production costs being applied.

c. risk that goods in transit may be incorrectly classified as inventory and that

shipping terms may be applied incorrectly.

Our audit procedures on these areas were performed by our component teams with

oversight by the Group audit team.

We evaluated the process and considered the design and implementation of key controls

related to the existence and valuation of raw materials and finished goods inventory.

All audit procedures were performed by and reviewed by senior team members. Our

component teams all utilised lower testing thresholds for the testing of inventory balances.

For Raw Material inventory existence and valuation, our procedures included:

• observed year end physical inventory counts to verify the existence of raw material

inventory at all material Group controlled inventory locations, including observing the

use of pressure gauges to assess the volume of liquids in the tank farms;

• for raw material inventory held at third party locations, obtained direct third party

confirmations of the existence of all material inventory at year end;

• for any residual quantity of inventory in a tank, we reviewed whether this loss is part of

the normal production process; and

• reviewed and tested the standard cost of raw materials including inventory

overhead allocation.

For the valuation of Finished Goods produced by the Group, our procedures included:

• understanding the impact of the ‘normal level of production’ which forms the basis for

absorbing overheads and assessing the nature of costs included in inventory; and

• testing the net realisable value of inventory including reviewing post year-end sales.

For Goods In Transit, our procedures included:

• ensuring that any material inventory recorded as ‘in transit’ is adequately supported

by documentation and tested the subsequent goods receipt by obtaining goods

delivery notes.

We considered the adequacy of the Group’s disclosures in respect of the inventory

accounting policy and related inventory note in the consolidated financial statements.

Our observations included

an outline of the audit

procedures performed,

management’s key

judgements and the

results of our testing.

Our planned audit

procedures in respect of

Inventory existence and

valuation were completed

without exception.

Independent Auditor’s Report to the Members of C&C Group plc continued

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Risk Our response to the risk

Key observations communicated

to the Audit Committee

Carrying value of goodwill and brands (Group financial statements

2025: €518.3m, 2024: €506.8m) (Impairment charge: 2025: Nil,

2024: €125.0m)

Refer to the Audit Committee Report (page 92); Statement of Accounting

Policies (page 152); and Note 12 to the Consolidated Financial Statements

(pages 178 to 181).

The Group holds significant amounts of goodwill and brands on the consolidated

balance sheet. In line with the requirements of IAS 36 ‘Impairment of Assets’

(IAS 36), Management tests goodwill and brands annually for impairment, and

also tests intangible assets where there are indicators of impairment.

The annual impairment testing was significant to our audit because of the

financial quantum of the assets it supports as well as the fact that the testing

relies on a number of critical judgements, estimates and assumptions used by

Management. Judgemental aspects include groups of CGU determination for

goodwill purposes, assumptions of future profitability, revenue growth, margins

and forecasted cash flows, and the selection of appropriate discount rates, all of

which may be subject to management override.

Our audit procedures on this area were performed by the Group audit team with assistance

from our team members with specialist valuation knowledge. All audit procedures were

performed by and reviewed by senior team members.

We evaluated the process and considered the design and implementation of key controls

related to the impairment assessment of goodwill and brands.

We considered the changes in the groups of CGUs during the year and the relative value

calculation to allocate goodwill to the new groups of CGUs.

Our team members with specialist knowledge performed an independent assessment

against external market data of key inputs used by Management in calculating appropriate

discount rates – principally, risk-free rates, country risk premia and inflation rates.

We flexed our audit approach relative to our risk assessment and the level of excess of

value-in-use over the carrying amount in each group of CGUs for goodwill purposes and in

each model for the impairment assessment for brand assets. For all models, we assessed

the reasonableness of Management’s assumptions and estimates by reference to historic

information, corroborated key assumptions and benchmarked growth assumptions to

external economic forecasts.

We reviewed and assessed Managements market capitalisation to value in use bridge.

We evaluated Management’s sensitivity analyses and performed our own sensitivity

calculations to assess the level of excess of value-in-use over the goodwill and brands

carrying amount and whether a reasonably possible change in assumptions could cause the

carrying amount to exceed its recoverable amount.

We considered the adequacy of the Group’s disclosures in respect of impairment testing

and whether the disclosures appropriately communicate the underlying sensitivities where

any possible negative change in a key assumption would lead to an additional impairment.

Our observations included

an outline of the audit

procedures performed,

management’s key

judgements and the

results of our testing.

Our planned audit

procedures in respect

of the carrying value

of goodwill and brands

were completed

without exception.

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Independent Auditor’s Report to the Members of C&C Group plc continued

Risk Our response to the risk

Key observations communicated

to the Audit Committee

Revenue recognition (Group financial statements) (2025 net revenue:

€1,665.5m, 2024: €1,652.5m)

Refer to the Audit Committee Report (page 92); Statement of Accounting

Policies (pages 155 to 156); and Note 1 to the Consolidated Financial Statements

(pages 163 to 164).

The Group’s business is derived from the following:

a. sale of the Group’s owned portfolio of brands such as Tennent’s, Bulmers,

Magners as well as a range of premium and craft ciders and beers; and

b. a drinks distributor to the UK and Ireland hospitality sectors for

local and international beverage brand owners and it also exports its

brands internationally

As a result of the nature of revenue, we identified the following risks that revenue

may not be accounted for correctly or accounted for in the correct period:

a. variable consideration such as rebates;

b. non-standard revenue; and

c. contract supply agreements.

Our audit procedures on these areas were performed by our component teams with

oversight by the Group audit team.

We evaluated the process and considered the design and implementation of key controls

related to revenue recognition. All audit procedures were performed by and reviewed by

senior team members.

We performed the following procedures across all of the three identified risks:

• Reviewed other agreements entered into outside the normal course of business.

• Reviewed accounting for significant new agreements for compliance with IFRS 15

‘Revenue from contracts with customers’ (IFRS 15).

• Held discussions with operations and employees outside of the finance function to

determine existence of side agreements or other non-standard arrangements.

In addition, we performed the following procedures:

a) Variable consideration such as rebates

• Gained an understanding of contract and revenue recognition, including treatment of

rebate arrangements with customers, as certain large contracts are non-standard and

require specific review.

• Tested the recognition of variable consideration such as rebates using lower

testing thresholds.

• Tested the utilisation of the prior year revenue related accruals such as rebates.

b) Non-standard revenue

• Gained an understanding of the terms of contract brewing contracts and revenue

recognition of these.

c) Contract supply agreements

• Gained an understanding of terms, conditions and resulting accounting and auditing

implications and assessed the appropriateness of revenue to be recorded.

• Assessed whether there are additional commitments, obligations or onerous contracts.

• Tested the cut off of contract supply agreements using lower testing thresholds.

We assessed the appropriateness and completeness of the disclosures for compliance with

IFRS 15 in the consolidated financial statements.

Our observations included

an outline of the audit

procedures performed,

management’s key

judgements and the

results of our testing.

Our planned audit

procedures in respect

of revenue recognition

were completed

without exception.

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C&C Group plc Annual Report 2025

Risk Our response to the risk

Key observations communicated

to the Audit Committee

Classification of exceptional costs (Group financial statements)

(2025: €36.3m, 2024: €150.4m before tax)

Refer to the Audit Committee Report (page 92); Statement of Accounting

Policies (page 156); and Note 5 to the Consolidated Financial Statements

(pages 169 to 170).

The Group, in accordance with its accounting policy, as set out on page 156,

classified a number of significant items of income and expense totaling a net

expense of €36.3m as exceptional items. The Group uses exceptional items

to adjust the statutory results to eliminate factors which they consider to

distort year-on-year comparisons. These exceptional items primarily relate to

restructuring costs, risk management and control reviews, impairment of the

Vermont promissory note and director settlement arrangements.

Group operating profit is disclosed throughout the Annual Report and Accounts

on a pre-exceptional basis and is one of the Group’s key performance indicators.

The classification of items as exceptional affected adjusted earnings per

share and is inherently judgemental. As a result, there is a risk that items are

not consistently classified and that normal trading expenses are disclosed as

exceptional items, or not adequately disclosed.

Because of the judgement made by management in respect of the classification

of exceptional items and the impact on the presentation of the consolidated

Income Statement, we have identified this as a key audit matter.

Our audit procedures on this area were performed by the Group audit team with assistance

from our component team members. All audit procedures were performed by and

reviewed by senior team members.

We obtained an understanding of the process management undertook and considered the

design and implementation of key controls over the classification of items as exceptional

and the associated accuracy of the items identified and presented as exceptional within the

Annual Report and Financial Statements.

For all significant adjustments recorded in calculating the Group operating profit, we

challenged management as to the appropriateness of these items based on the nature of

the items, whether the items identified as exceptional are been consistenty classified as

exceptionals in line with previous years and ensuring the items identified as exceptional

are in line with the Group accounting policy. We also challenged the classification and

consistency of items the Group proposed to include as exceptional against FRC and

ESMA guidance.

We agreed a sample of these items to supporting documentation to assess the accuracy

of these items. We evaluated the completeness of the presentation and disclosures of

exceptional items in the Group’s financial statements in accordance with the Group’s

accounting policies.

Our observations included

an outline of the audit

procedures performed,

management’s key

judgements and the

results of our testing.

Our planned audit

procedures in respect

of the classification

of exceptional costs

were completed

without exception.

Independent Auditor’s Report to the Members of C&C Group plc continued

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Risk Our response to the risk

Key observations communicated

to the Audit Committee

Carrying value of investment in subsidiary undertakings and the

recoverability of intercompany receivables in the parent Company

financial statements, and related impairment charges (Company Balance

Sheet Investments: 2025: €785.1m, 2024: €985.1m & intercompany

receivables 2025: €579.6m, 2024: €611.2m) (Impairment charge: 2025:

€200.0m, 2024: €175.0m)

Refer to the Audit Committee Report (page 92); Statement of Accounting

Policies (page 153); and Note 13 to the Consolidated Financial Statements

(pages 181 to 182).

The Company balance sheet included a €985.1m (pre impairment) investment

in subsidiary undertakings and €579.6m (2024: €611.2m) of intercompany

receivables. The testing of these balances for impairment is inherently

judgemental as it relies on a number of estimates including cash flow forecasts,

discount rates and long-term growth rates. These items are all subjective and

susceptible to management bias and calculation risk and resulting impairment

charges could be material.

Management recorded an impairment charge in the current year of €200.0m

(2024: €175.0m) on investment of subsidiaries.

This risk is only relevant to the parent Company.

Our audit procedures on this area were performed by the Group audit team with assistance

from our team members with specialist valuation knowledge. All audit procedures were

performed by and reviewed by senior team members.

To address the risk over recoverability of investment and intercompany receivables in

subsidiary undertakings, we performed the following procedures:

evaluated the process and considered the design and implementation of key controls

related to the impairment in the carrying value of the investment in subsidiary undertakings

and recoverability of intercompany receivables;

• evaluated Management’s assessment of whether any indicators of impairment existed

through comparison of market capitalisation to the Company’s net assets and review of

dividends received during the year ended 28 February 2025;

• verified whether the key assumptions used to calculate the recoverable value of the

investment and intercompany receivables are consistent with those used for goodwill

impairment purposes in the Group and if different, verified the key assumptions to

relevant support;

• considered the impact of the current economic climate on the forecasts used and

performed sensitivity analysis considering reasonably different potential scenarios;

• evaluated the difference between the investment carrying values (including receivables

from subsidiaries) and the Group’s market capitalisation to understand the key reasons

for the difference; and

• assessed the appropriateness of the impairment recorded and the classification of

intercompany receivables.

We considered the adequacy of the Group’s disclosures, in particular the requirement to

disclose further sensitivities where any possible negative change in a key assumption would

lead to an additional impairment.

Our observations included

an outline of the audit

procedures performed,

management’s key

judgements and the

results of our testing.

Our planned audit

procedures in respect

of the carrying value of

investment in subsidiary

undertakings and

the recoverability of

intercompany receivables

in the parent company

financial statements

were completed

without exception.

Independent Auditor’s Report to the Members of C&C Group plc continued

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C&C Group plc Annual Report 2025

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of

identified misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably

be expected to influence the economic decisions of the users of the financial statements. Materiality

provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be €3.86 million (2024: €3.30 million, which represents

2% of Net Revenue) which is 5% of Group operating profit before exceptional items of €77.1 million.

We have chosen to base our materiality on the Group operating profit before exceptional items as

we consider it to be the most relevant performance metric for the users of the Group’s financial

statements. The impact of exceptional items is excluded so as to eliminate factors which management

consider distort year-on-year comparisons. In 2024, a revenue measure was used given the

accounting issues associated with management override of internal controls and related prior period

adjustments identified.

We determined materiality for the Parent Company to be €6.8 million (2024: €7.9 million), which is

0.5% (2024: 0.5%) of total assets. During the course of our audit, we reassessed initial materiality and

revised our materiality based on the final results of the Group and parent company.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce

to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control

environment, our judgement was that performance materiality was 50% (2024: 50%) of our planning

materiality, namely €1.93m (2024: €1.65m). We have set performance materiality at this percentage

based on our assessment of the risk of misstatements, both corrected and uncorrected.

Audit work was undertaken at component locations for the purpose of responding to the assessed

risks of material misstatement of the Group financial statements. The performance materiality set

for each component is based on the relative scale and risk of the component to the Group as a whole

and our assessment of the risk of misstatement at that component. In the current year, the range of

performance materiality allocated to components was €0.38m to €1.23m (2024: €0.31m to €1.16m).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences

in excess of €0.193m (2024: €0.166m), which is set at 5% of planning materiality, as well as differences

below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality

discussed above and in light of other relevant qualitative considerations in forming our opinion.

An overview of the scope of our audit report

Tailoring the scope

In the current year our audit scoping was updated to reflect the new requirements of ISA (Ireland)

600 (Revised). We followed a risk-based approach when developing our audit approach to obtain

sufficient appropriate audit evidence on which to base our audit opinion. We performed risk

assessment procedures, with input from our component auditors, to identify and assess risks of

material misstatement of the Group financial statements and identified significant accounts and

disclosures. When identifying components at which audit work needed to be performed to respond

to the identified risks of material misstatement of the Group financial statements, we considered our

understanding of the Group and its business environment, the potential impact of climate change,

the applicable framework, the Groups system of internal control at the entity level, the existence of

centralised processes, applications and any relevant internal audit results.

We determined that centralised audit procedures can be performed in certain audit areas for all

components such as, fixed assets revaluations, goodwill and brands impairment testing, taxation and

transfer pricing, share-based payments, retirement benefit obligations, certain exceptional costs,

onerous leases, dilapidations, certain other lease procedures and going concern.

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We then identified 13 components as individually relevant to the Group due to relevant events and

conditions underlying the identified risks of material misstatement of the Group financial statements

being associated with the reporting components or a pervasive risk of material misstatement of

the Group financial statements or a significant risk or an area of higher assessed risk of material

misstatement of the Group financial statements being associated with the components, 13 of the

components of the Group are individually relevant due to materiality or financial size of the component

relative to the Group.

For those individually relevant components, we identified the significant accounts where audit work

needed to be performed at these components by applying professional judgement, having considered

the Group significant accounts on which centralised procedures will be performed, the reasons for

identifying the financial reporting component as an individually relevant component and the size of the

component’s account balance relative to the Group significant financial statement account balance.

We then considered whether the remaining Group significant account balances not yet subject

to audit procedures, in aggregate, could give rise to a risk of material misstatement of the Group

financial statements. We selected 2 components of the Group to include in our audit scope to

address these risks.

Having identified the components for which work will be performed, we determined the scope to

assign to each component

Of the 15 components selected, we designed and performed audit procedures on the entire financial

information of 13 components (“full scope components”). For 1 component, we designed and

performed audit procedures on specific significant accounts balances or disclosures of the financial

information of the component (“specific scope component”). For the remaining 1 component, we

performed specified audit procedures to obtain evidence for one or more relevant assertions.

Scope

Total no of

components Basis of inclusion Scoping per key audit matter

Full scope 13 Size &

significant risk

• 8 full scope entities are in scope for inventory

valuation and existence

• 8 full scope entities are in scope for

revenue recognition

• 10 full scope entities are in scope for

classification of exceptional costs

• 1 full scope entity is in scope for carrying value of

investment in subsidiary undertakings and the

recoverability of intercompany receivables in

the parent Company financial statements, and

related impairment charges

Specific

Scope

1 Significant risk

or higher risk

estimates

None noted

Specified

procedures

1 Other risk

factors

None noted

Other

procedures

44 Residual risk

of error

None noted

Centralised

procedures

– Size &

significant risk

or higher risk

estimates

• Carrying value of goodwill and brands is

tested centrally

• Classification of certain exceptional costs

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of work that needed

to be undertaken at each of the components by us, as the Group audit engagement team, or by

component auditors operating under our instruction.

Independent Auditor’s Report to the Members of C&C Group plc continued

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Involvement with component teams (continued)

The Group audit team continued to follow a programme of planned visits that was designed to ensure

that senior members of the Group audit team, including the Audit Engagement Partner visit key

locations. During the current year’s audit cycle, visits were undertaken by the primary audit team to

key locations in Clonmel, Tipperary (Ireland), Glasgow (Scotland), Bristol (England), London (England)

and Dublin (Ireland), which covered all components. These visits involved discussing the audit

approach with the component team and any issues arising from their work, holding discussions with

local management, attending planning and closing meetings, and as well as review of component team

files. The Group audit team interacted regularly with the component teams where appropriate during

various stages of the audit, reviewed relevant working papers and were responsible for the scope and

direction of the audit process. Where relevant, the section on key audit matters details the level of

involvement we had with component teams to enable us to determine that sufficient audit evidence

was obtained as a basis for our opinion on the Group as a whole.

This, together with the additional procedures performed at Group level, gave us appropriate evidence

for our opinion on the Group financial statements.

Other conclusions relating to principal risks, going concern and viability statement

We have nothing to report in respect of the following information in the annual report, in relation to

which the ISAs (Ireland) require us to report to you whether we have anything material to add or draw

attention to:

• the disclosures in the annual report (set out on pages 54 to 62 that describe the principal risks and

explain how they are being managed or mitigated;

• the directors’ confirmation (set out on page 56) in the annual report that they have carried out a

robust assessment of the principal risks facing the Group and the Company, including those that

would threaten its business model, future performance, solvency or liquidity;

• the directors’ statement (set out on page 62) in the financial statements about whether the

directors considered it appropriate to adopt the going concern basis of accounting in preparing the

financial statements and the directors’ identification of any material uncertainties to the Group’s

and the Company’s ability to continue to do so over a period of at least twelve months from the date

of approval of the financial statements;

• whether the directors’ statement relating to going concern required under the Listing Rules is

materially inconsistent with our knowledge obtained in the audit; or

• the Directors’ explanation set out on page 63 in the annual report as to how they have assessed

the prospects of the Group and the Company, over what period they have done so and why they

consider that period to be appropriate, and their statement as to whether they have a reasonable

expectation that the Group and the Company will be able to continue in operation and meet its

liabilities as they fall due over the period of their assessment, including any related disclosures

drawing attention to any necessary qualifications or assumptions.

Other information

The directors are responsible for the other information. The other information comprises the

information included in the Annual Report other than the financial statements and our auditor’s

report thereon. Our opinion on the financial statements does not cover the other information and,

except to the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in the

audit or otherwise appears to be materially misstated. If we identify such material inconsistencies

or apparent material misstatements, we are required to determine whether there is a material

misstatement in the financial statements or a material misstatement of the other information. If, based

on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard.

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Other conclusions relating to principal risks, going concern and

viability statement (continued)

In this context, we also have nothing to report in regard to our responsibility to specifically address the

following items in the other information and to report as uncorrected material misstatements of the

other information where we conclude that those items meet the following conditions:

•

Fair, balanced and understandable

– (set out on page 94) the statement given by the directors

that they consider the annual report and financial statements taken as a whole is fair, balanced and

understandable and provides the information necessary for shareholders to assess the Group’s

and the Company’s performance, business model and strategy, is materially inconsistent with our

knowledge obtained in the audit; or

•

Audit committee reporting

– (set out on pages 89 to 96) the section describing the work of

the audit committee does not appropriately address matters communicated by us to the audit

committee is materially inconsistent with our knowledge obtained in the audit; or

•

Directors’ statement of compliance with the UK Corporate Governance Code

– the parts of the

directors’ statement required under the Listing Rules relating to the Company’s compliance with

the UK Corporate Governance Code containing provisions for review do not properly disclose a

departure from a relevant provision of the UK Corporate Governance Code.

Opinions on other matters prescribed by the Companies Act 2014

In our opinion, based solely on the work undertaken in the course of the audit, we report that:

• the information given in the Directors’ Report, other than those parts dealing with the non-financial

statement pursuant to the requirements of S.I. No. 360/2017 on which we are not required to

report in the current year, is consistent with the financial statements; and

• the Directors’ Report, other than those parts relating to sustainability reporting where required

by Part 28 of the Companies Act 2014, and those parts dealing with the non-financial statement

pursuant to the requirements of S.I. No. 360/2017 on which we are not required to report in the

current year, has been prepared in accordance with applicable legal requirements.

We have obtained all the information and explanations which, to the best of our knowledge and belief,

are necessary for the purposes of our audit.

In our opinion the accounting records of the Company were sufficient to permit the financial

statements to be readily and properly audited and the Company Balance Sheet is in agreement with

the accounting records.

Matters on which we are required to report by exception

Based on the knowledge and understanding of the Company and its environment obtained in the

course of the audit, we have not identified material misstatements in the directors’ report.

The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures required by

sections 305 to 312 of the Act, which relate to disclosures of directors’ remuneration and transactions,

are not complied with by the Company. We have nothing to report in this regard.

We have nothing to report in respect of section 13 of the European Union (Disclosure of Non-Financial

and Diversity Information by certain large undertakings and groups) Regulations 2017, which require

us to report to you if, in our opinion, the Company has not provided in the non-financial statement the

information required by Section 5(2) to (7) of those Regulations, in respect of 29 February 2024.

The Listing Rules of the London Stock Exchange require us to review:

• the Directors’ statement, (set out on page 62) in relation to going concern and

longer-term viability;

• the part of the Corporate Governance Statement on pages 79 to 80 relating to the Company’s

compliance with the provisions of the UK Corporate Governance Code; and

• certain elements of disclosures in the report to shareholders by the Board on

Directors’ remuneration.

Respective responsibilities

Responsibilities of directors for the financial statements

As explained more fully in the directors’ responsibilities statement set out on page 127, the directors

are responsible for the preparation of the financial statements in accordance with the applicable

financial reporting framework that give a true and fair view, and for such internal control as they

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 and the

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 management either intends to

liquidate the Group or the Company or to cease operations, or has no realistic alternative but to do so.

Independent Auditor’s Report to the Members of C&C Group plc continued

140

C&C Group plc Annual Report 2025

Independent Auditor’s Report to the Members of C&C Group plc continued

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 (Ireland) 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.

Explanation to what extent 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 irregularities, including fraud,

that could reasonably be expected to have a material effect on the financial statements. The risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting

from error, as fraud may involve deliberate concealment by, for example, forgery or intentional

misrepresentations, or through collusion. In addition, the further removed any non-compliance is

from the events and transactions reflected in the financial statements, the less likely it is that our

procedure will identify such non-compliance. The extent to which our procedures are capable of

detecting irregularities, including fraud is detailed below. However, the primary responsibility for the

prevention and detection of fraud rests with both those charged with governance of the Company

and management.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to

the Group across the various jurisdictions in which the Group operates. We determined that

the most significant are those that relate to the form and content of external financial and

corporate governance reporting including company law, tax legislation, employment law and

regulatory compliance.

• We understood how the Group is complying with those frameworks by making enquiries of

Management, internal audit, those responsible for legal and compliance procedures and the

Company Secretary. We corroborated our enquiries through our review of the Group’s compliance

policies, board minutes, papers provided to the Audit Committee and correspondence with

regulatory bodies.

• We assessed the susceptibility of the Group’s financial statements to material misstatement,

including how fraud might occur by meeting with Management, including within various parts

of the business, to understand where they considered there was susceptibility to fraud. We also

considered performance targets and the potential for Management to influence earnings or

the perceptions of analysts. Where this risk was considered to be higher, we performed audit

procedures to address each identified fraud risk. These procedures included testing manual

journals and were designed to provide reasonable assurance that the financial statements were free

from fraud or error.

• Based on this understanding we designed our audit procedures to identify non-compliance with

such laws and regulations. Our procedures included a review of board minutes to identify any

non-compliance with laws and regulations, a review of the reporting to the Audit Committee on

compliance with regulations, enquiries of internal and external legal counsel and Management.

• We evaluated Management’s incentives and opportunities for fraudulent manipulation of the

financial statements (including the risk of override of internal controls) and determined that the

principal issues identified in the prior year did not give rise in the current year.

• Our additional audit procedures included:

• enhancing oversight of our component teams with a particular focus to identify if there

were similar issues arising to the prior year. This involved holding regular meetings with

the component teams, reviewing journal entry testing and challenging Management’s key

judgements and estimates;

• reviewing for unusual journal entries made during the year with a particular focus on manual

journals, out-of-period adjustments recorded during the year and incorporating an element of

unpredictability in our selection criteria.

141

Financial Statements Additional InformationGovernance ReportStrategic Report

Independent Auditor’s Report to the Members of C&C Group plc continued

A further description of our responsibilities for the audit of the financial statements is located on

the IAASA’s website at https://iaasa.ie/wp-content/uploads/docs/media/IAASA/Documents/audit-

standards/Description_of_auditors_responsibilities_for_audit.pdf. This description forms part of our

auditor’s report.

The purpose of our audit work and to whom we owe our responsibilities

Our report is made solely to the Company’s members, as a body, in accordance with section 391 of the

Companies Act 2014. 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.

George Deegan

for and on behalf of

Ernst & Young Chartered Accountants and Statutory Audit Firm

Dublin

27 May 2025

142

C&C Group plc Annual Report 2025

Consolidated Income Statement

For the financial year ended 28 February 2025

		Year ended 28 February 2025			Year ended 29 February 2024
		Before	Exceptional items		Before	Exceptional items
		exceptional items	(Note 5)	Total	exceptional items	(Note 5)	Total
	Notes	€m	€m	€m	€m	€m	€m
Revenue	1	2,009 .4	–	2,009.4	2,023 .0	–	2,0 23.0
Excise duties		(343.9)	–	(343.9)	(370. 5)	–	(37 0.5)
Net revenue	1	1,665.5	–	1,665.5	1,652.5	–	1, 652.5
Operating costs	2	(1,588 .4)	(31.3)	(1,619.7)	(1,592.5)	(144. 4)	(1,736.9)
Group operating profit/(loss)	1	7 7.1	(3 1.3)	45.8	60.0	(144. 4)	(84.4)
Impairment of assets held for sale	5	–	–	–	–	(3. 3)	(3.3)
Impairment of promissory note	5	–	(4.5)	(4. 5)	–	–	–
Net loss on disposal	5	–	(0. 1)	(0. 1)	–	–	–
Finance income	6	2.7	–	2 .7	0. 2	0. 2	0.4
Finance expense	6	(24.0)	(0.4)	(24.4)	(21 .4)	(2. 9)	(24. 3)
Share of equity accounted investments’ profit after tax	13	0 .1	–	0 .1	–	–	–
Profit/(loss) before tax		55.9	(36 .3)	19.6	38.8	(150 .4)	(111.6)
Income tax expense	7	(11. 1)	5 .1	(6.0)	(6.9)	5.0	(1.9)
Group profit/(loss) for the financial year		44.8	(3 1.2)	1 3.6	31 . 9	(145.4)	(113 .5)
Basic earnings/(losses) per share (cent)	9			3.5			(29.0)
Diluted earnings/(losses) per share (cent)	9			3.5			(29.0)

All of the results are related to continuing operations.

Consolidated Statement of Comprehensive Income

For the financial year ended 28 February 2025

		2025	2024
	Notes	€m	€m
Other Comprehensive Income:
Items that may be reclassified to Income Statement in subsequent years:
Foreign currency translation differences arising on the net investment in foreign operations		14.5	9. 2
Loss relating to cash flow hedges	24	(0 .7)	(0.8)
Items that will not be reclassified to Income Statement in subsequent years:
Revaluation of property, plant and equipment	11	1.8	0.2
Deferred tax on revaluation of property, plant and equipment	22	(0.2)	(0.2)
Remeasurement on retirement benefits	23	(3.7)	(9.9)
Deferred tax on remeasurement	22	0. 8	1.4
Net profit/(loss) recognised directly within Other Comprehensive Income		12.5	(0. 1)
Group profit/(loss) for the financial year		13 .6	(113.5)
Total comprehensive income/(loss) for the financial year		2 6 .1	(113. 6)

143

Financial Statements Additional InformationGovernance ReportStrategic Report

Consolidated Balance Sheet

As at 28 February 2025

		2025	2024
	Notes	€m	€m
ASSETS
Non-current assets
Property, plant and equipment	11	274 . 4	2 47. 7
Goodwill and intangible assets	12	533.0	521 . 9
Equity accounted investments and financial assets	13	1.5	1.4
Retirement benefits	23	32.0	34.3
Deferred tax assets	22	25.6	29. 4
Financial assets	24	–	4.9
Trade and other receivables	15	34.9	37 .0
Current assets		901.4	87 6.6
Inventories	14	156. 5	1 70.7
Trade and other receivables	15	134.4	1 49 .1
Current income tax assets		9.8	2 .0
Financial assets	20	0.7	0.7
Cash and cash equivalents		144. 0	160. 1
		445.4	482.6
Assets held for sale	16	1 .1	8.4
		446.5	491.0
TOTAL ASSETS		1,347 .9	1,367 .6
EQUITY
Capital and reserves
Equity share capital	26	3.8	4 .0
Share premium	26	3 47. 2	3 47. 2
Treasury shares	26	(36 .2)	(36.3)
Other reserves	26	103.9	89.2
Retained income		142.0	182. 9
Total Equity		560. 7	5 87. 0

		2025	2024
	Notes	€m	€m
LIABILITIES
Non-current liabilities
Lease liabilities	19	111.7	90.8
Interest-bearing loans and borrowings	20	225.6	21 8.7
Other financial liabilities	25	5.2	5.8
Provisions	18	7.0	7. 9
Deferred tax liabilities	22	3 8.6	35.7
Current liabilities		388. 1	358 .9
Lease liabilities	19	1 9.7	19. 3
Derivative financial liabilities	24	0. 4	0. 2
Other financial liabilities	25	1.0	1.0
Trade and other payables	17	37 0.4	3 9 7.6
Provisions	18	7. 6	2. 2
		3 9 9.1	42 0.3
Liabilities directly associated with the assets held for sale	16	–	1.4
Total liabilities		7 87. 2	780.6
TOTAL EQUITY AND LIABILITIES		1, 347.9	1,367 .6

The consolidated financial statements on pages 129 to 213 were approved by the Board of Directors

and authorised for issue on 27 May 2025 and were signed on its behalf by:

Ralph Findlay Andrew Andrea

Chair Chief Financial & Transformation Officer

144

C&C Group plc Annual Report 2025

Consolidated Cash Flow Statement

For the financial year ended 28 February 2025

		2025	2024
	Notes	€m	€m
CASH FLOWS FROM OPERATING ACTIVITIES
Group profit/(loss) for the year		13 .6	(113.5)
Share of equity accounted Investments profit after tax	13	(0. 1)	–
Finance income	6	(2.7)	(0.4)
Finance expense	6	24 .4	24. 3
Income tax expense	7	6.0	1.9
Impairment of goodwill and intangible assets	12	–	1 25.0
Impairment of Loan Notes	5	4.5	–
Impairment of right-of-use assets	5, 19	2.5	–
Impairment of property, plant and equipment	11	1.8	–
Depreciation of property, plant and equipment	2, 11, 19	3 2 .1	31 . 3
Remeasurement of dilapidations		(1 .1)	–
Amortisation of intangible assets	2, 12	2.8	2 .4
Revaluation of property, plant and equipment	11	(0.2)	–
Loss on sale of businesses and investments	5	0 .1	–
Profit on disposal of property, plant and equipment	5	(0. 1)	–
Translational foreign exchange movements		(2.2)	–
Charge for equity settled share-based payments	4	1.2	0. 9
Pension contributions: adjustment from credit to payment	23	(1.2)	(1.9)
Cash inflow before working capital movements		81.4	73 .3
Decrease/(increase) in inventories		18.4	(8.0)
Decrease in trade and other receivables		23. 9	16 .0
(Decrease)/increase in trade and other payables		(38.8)	38.9
Increase/(decrease) in provisions		4 .1	(12.3)
Cash generated from operations		89.0	1 0 7. 9
Interest received		2.7	0. 2
Interest and similar costs paid		(23.7)	(20.7)
Income taxes paid		(7.1)	(4. 1)
Net cash inflow from operating activities		60. 9	83. 3

		2025	2024
	Notes	€m	€m
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	11	(16.6)	(18. 1)
Purchase of intangible assets	12	(1.9)	(1.9)
Net proceeds from disposal of property, plant and equipment		–	0 .1
Proceeds from sale of held-for-sale assets and investments	10, 16	3.4	0.4
Net cash outflow from investing activities		(1 5.1)	(19.5)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to Company Shareholders	8	(22.9)	(22.3)
Drawdown of debt	21	5.0	13 0.0
Share buybacks	26	(3 0.0)	–
Payment of debt issue costs	21	(0.5)	(3.4)
Repayment of debt	21	–	(10 5.0)
Payment of lease liabilities	19	(18.5)	(20.2)
Net cash outflow from financing activities		(66.9)	(20.9)
Net (decrease)/increase in cash		(21. 1)	42.9
Reconciliation of opening to closing cash
Cash and cash equivalents at beginning of year		160. 1	115.3
Translation adjustment		5.0	1. 9
Net (decrease)/increase in cash and cash equivalents		(21. 1)	42.9
Cash and cash equivalents at end of financial year		144.0	160. 1

A reconciliation of net debt is presented in Note 21 to the financial statements.

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Consolidated Statement of Changes in Equity

For the financial year ended 28 February 2025

			Other capital	Cash flow hedge	Share-based	Currency	Revaluation
	Equity share capital	Share premium	reserves*	reserve	payments reserve	translation reserve	reserve	Treasury shares	Retained income	Total
	€m	€m	€m	€m	€m	€m	€m	€m	€m	€m
At 28 February 2023	4.0	3 4 7. 2	25. 8	1 .1	6 .1	33. 9	14.2	(36.4)	32 6. 2	7 2 2 .1
Loss for the financial year	–	–	–	–	–	–	–	–	(113.5)	(113.5)
Other comprehensive income/(loss)	–	–	–	(0.8)	–	9. 2	0. 2	–	(8.7)	(0. 1)
Total comprehensive income/(loss)	–	–	–	(0.8)	–	9. 2	0. 2	–	(122.2)	(113. 6)
Dividend paid on ordinary shares	–	–	–	–	–	–	–	–	(22.4)	(22.4)
Reclassification of share-based payments reserve	–	–	–	–	(1 .7)	–	–	–	1 .7	–
Sale of Treasury shares/purchase of shares to satisfy
employee share entitlements (Note 26)	–	–	–	–	–	–	–	(0. 1)	(0. 4)	(0.5)
Transfer of Treasury Shares	–	–	–	–	(0.2)	–	–	0. 2	–	–
Equity settled share-based payments (Note 4)	–	–	–	–	1.4	–	–	–	–	1.4
Total transactions with owners	–	–	–	–	(0.5)	–	–	0 .1	(21. 1)	(21.5)
At 29 February 2024	4.0	3 4 7. 2	25. 8	0. 3	5.6	4 3 .1	14.4	(36. 3)	182.9	5 8 7. 0
Profit for the financial year	–	–	–	–	–	–	–	–	13.6	1 3.6
Other comprehensive income/(loss)	–	–	–	(0.7)	–	14. 5	1.6	–	(2. 9)	12.5
Total comprehensive income/(loss)	–	–	–	(0.7)	–	14.5	1.6	–	1 0.7	2 6 .1
Dividend paid on ordinary shares	–	–	–	–	–	–	–	–	(22.9)	(22.9)
Reclassification of share-based payments reserve	–	–	–	–	(1.6)	–	–	–	1 .6	–
Purchase of shares to satisfy employee share
entitlements (Note 26)	–	–	–	–	–	–	–	(0.4)	(0.3)	(0.7)
Purchase of Treasury shares – Share buybacks
(Note 26)	–	–	–	–	–	–	–	(30.0)	–	(30.0)
Cancellation of Treasury shares	(0.2)	–	0. 2	–	–	–	–	30.0	(30.0)	–
Transfer of Treasury Shares	–	–	–	–	(0.5)	–	–	0. 5	–	–
Equity settled share-based payments (Note 4)	–	–	–	–	1.2	–	–	–	–	1.2
Total transactions with owners	(0 .2)	–	0. 2	–	(0.9)	–	–	0 .1	(51. 6)	(52. 4)
At 28 February 2025	3.8	3 47. 2	26 .0	(0.4)	4.7	5 7.6	16 .0	(36.2)	142. 0	560.7

* Other capital reserves include Other undenominated reserve of €0.9m (FY24 €0.9m): and the capital reserve of €2 5. 1m (FY24: €24.9m).

146

C&C Group plc Annual Report 2025

Company Balance Sheet

As at 28 February 2025

Notes

2025

€m

2024

€m

ASSETS

Non-current assets

Financial assets 13 785.1 985.1

Trade and other receivables 15 157.0 –

942.1 985.1

Current assets

Trade and other receivables 15 422.6 611.2

Financial assets 20 0.1 0.1

Cash and cash equivalents 0.1 0.3

422.8 611.6

TOTAL ASSETS 1,364.9 1,596.7

EQUITY

Capital and reserves

Equity share capital 26 3.8 4.0

Share premium 26 1,048.2 1,048.2

Treasury shares 26 (2.6) (2.6)

Other reserves 26 4.7 5.4

Retained income 132.4 388.3

Total Equity 1,186.5 1,443.3

LIABILITIES

Non-current liabilities

Interest-bearing loans and borrowings 20 102.8 101.1

102.8 101.1

Current liabilities

Trade and other payables 17 75.6 52.3

75.6 52.3

Total liabilities 178.4 153.4

TOTAL EQUITY AND LIABILITIES 1,364.9 1,596.7

As permitted under Section 304 of the Companies Act 2014, the Company is availing of the exemption

from presenting its separate Income Statement in the Financial Statements and from filing it with

the Registrar of Companies. The Company’s loss for the financial year is €204.5m (FY2024: profit of

€175.4m). In the current financial year, there were dividends received of €11.2m from subsidiaries

(FY2024: €363.1m).

The Company’s financial statements on pages 129 to 213 were approved by the Board of Directors and

authorised for issue on 27 May 2025 and were signed on its behalf by:

Ralph Findlay Andrew Andrea

Chair Chief Financial & Transformation Officer

147

Financial Statements Additional InformationGovernance ReportStrategic Report

Company Statement of Changes in Equity

For the financial year ended 28 February 2025

Equity share capital

€m

Share premium

€m

Treasury Shares

€m

Other

undenominated

reserve

€m

Share-based

payments reserve

€m

Retained income

€m

Total

€m

At 28 February 2023 4.0 1,048.2 (2.3) 0.9 5.0 233.6 1,289.4

Profit for the financial year – – – – – 175.4 175.4

Total comprehensive income – – – – – 175.4 175.4

Dividend paid on ordinary shares – – – – – (22.4) (22.4)

Purchase of Treasury shares – – (0.5) – – – (0.5)

Transfer of Treasury shares – – 0.2 – (0.2) – –

Reclassification of share-based payments reserve – – – – (1.7) 1.7 –

Equity settled share-based payments (Note 4) – – – – 1.4 – 1.4

Total transactions with owners – – (0.3) – (0.5) (20.7) (21.5)

At 29 February 2024 4.0 1,048.2 (2.6) 0.9 4.5 388.3 1,443.3

Loss for the financial year – – – – – (204.5) (204.5)

Total comprehensive income – – – – – (204.5) (204.5)

Dividend paid on ordinary shares – – – – – (22.9) (22.9)

Purchase of shares to satisfy employee share entitlements (Note 26) – – (0.5) – – (0.1) (0.6)

Purchase of Treasury shares – share buybacks (Note 26) – – (30.0) – – – (30.0)

Cancellation of Treasury shares (0.2) – 30.0 0.2 – (30.0) –

Transfer of Treasury shares – – 0.5 – (0.5) – –

Reclassification of share-based payments reserve – – – – (1.6) 1.6 –

Equity settled share-based payments (Note 4) – – – – 1.2 – 1.2

Total transactions with owners (0.2) – – 0.2 (0.9) (51.4) (52.3)

At 28 February 2025 3.8 1,048.2 (2.6) 1.1 3.6 132.4 1,186.5

148

C&C Group plc Annual Report 2025

Statement of Accounting Policies

For the year ended 28 February 2025

General information

C&C Group plc (the ‘Company’) is a company incorporated and tax resident in Ireland. The Group’s

financial statements for the year ended 28 February 2025 consolidate the individual financial

statements of the Company and all subsidiary undertakings (together referred to as the ‘Group’)

together with the Group’s share of the results and net assets of equity accounted investments for the

year ended 28 February 2025.

The Company and Group financial statements, together the ‘financial statements’, were authorised for

issue by the Directors on 27 May 2025.

The accounting policies applied in the preparation of the financial statements for the year ended

28 February 2025 are set out below. Except if mentioned otherwise these have been applied

consistently for all periods presented in these financial statements and by all Group entities.

Statement of compliance

The Group financial statements have been prepared in accordance with International Financial

Reporting Accounting Standards (‘IFRS’), as adopted by the EU and as applied in accordance with

Companies Act 2014. The individual financial statements of the Company have been prepared in

accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’). In

accordance with Section 304 of the Companies Act 2014, the Company has availed of the exemption

from presenting its individual Income Statement to the Annual General Meeting and from filing it with

the Registrar of Companies.

In these financial statements, the Company has applied the exemptions available under FRS 101 in

respect of the following disclosures:

• A cash flow statement and related notes;

• Disclosures in respect of transactions with wholly-owned subsidiaries;

• Disclosures in respect of capital management;

• The effects of new but not yet effective IFRSs;

• Disclosures in respect of the compensation of Key Management Personnel

• The requirements in IAS 24 ‘Related party disclosures’ to disclore related party transactions

entered into between two or more members of a group; and

• Disclosures in respect of Group equity settled share-based payments in accordance with IFRS 2

Share-Based Payments, as the financial statements of the Group include the equivalent disclosures.

Changes in accounting policies and disclosures

IFRS as adopted by the EU and applied by the Company and Group in the preparation of these financial

statements are those that were effective for accounting periods ending on or before 28 February 2025.

New accounting pronouncements adopted on 1 March 2024

The Group adopted the following new accounting policies on 1 March 2024 to comply with new

standards issued and amendments to IFRS:

• Amendments to IAS 1: Classification of liabilities as Current or Non-Current

• Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Non-current

Liabilities with Covenants

• Amendments to IFRS 16 Lease liability in a Sale and Leaseback

• Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements

None of the above had a material impact on the Group’s financial reporting on adoption.

New accounting pronouncements to be adopted on or after 1 March 2025

The following amendment to IFRS has been issued by the IASB and is effective for annual periods

beginning on or after 1 January 2025.

• Lack of Exchangeability – Amendments to IAS 21

No material impact on the Group’s financial reporting is expected from the adoption of the

Amendments to IAS 21.

New accounting pronouncements to be adopted on or after 1 March 2026

The following new standards issued and amendments to IFRS have been issued by the IASB and are

effective for annual periods beginning on or after 1 January 2026.

• Amendments to the Classification and Measurement of Financial Instruments – Amendments to

IFRS 9 and IFRS 7

• Annual Improvements to IFRS Accounting Standards – Volume 11

• IFRS 18 Presentation and Disclosure in Financial Statements

• IFRS 19 Subsidiaries without Public Accountability: Disclosures

• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

The Amendments to IFRS 9 and IFRS 7 and the Annual Improvements to IFRS are effective for annual

periods beginning on or after 1 January 2026. IFRS 18 and IFRS 19 are effective for periods beginning

on or after 1 January 2027.

The Group is assessing the impact of these new standards and amendments and the Group’s financial

reporting will be presented in accordance with these standards from 1 March 2026 or subsequently

as applicable.

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Material accounting policies

The material accounting policies applied by the Group in the preparation of these financial statements

are as follows:

Basis of preparation

The Group and the individual financial statements of the Company are prepared on the going concern

and historical cost convention, as modified by the previous revaluation of certain items of property,

plant and equipment, retirement benefits and derivative financial instruments. The accounting policies

have been applied consistently by Group entities and for all periods presented.

The financial statements are presented in Euro millions to one decimal place.

(i) Going concern basis

The Directors have adopted the going concern basis in preparing the financial statements after

assessing the Group’s principal risks.

Management of liquidity and net debt have been a key focus for the Group throughout FY2025. The

Group have reported net debt including leases and liquidity of €212.3m and €369.0m respectively

at 28 February 2025, compared with €168.0m and €390.1m respectively in FY2024. The Group

delivered a leverage ratio (excluding leases) of 0.9x at 28 February 2025. The Covenant ratio for the

Group’s RCF and term loan facilities was 1.0x at 28 February 2025, well within the covenant limit of

3.5x. Both measures are calculated on a pre-IFRS 16 basis.

The Group successfully completed a refinancing of its multi-currency facility and Euro term loan

agreement which was repaid in a single instalment following the publication of the Group’s FY2023

Results in May 2023. The Group entered into a new five-year committed sustainability-linked facility

comprised of a €250m multi-currency revolving loan facility and a €100m non-amortising Euro term

loan. The facility offers optionality of two 1-year extensions to the maturity date callable within 12

months and 24 months of the initial drawdown date respectively. The multi-currency facility and the

Euro term syndicate comprises six banks – ABN Amro Bank, Allied Irish Bank, Bank of Ireland, Barclays

Bank, HSBC and Rabobank. In FY2025, the Group exercised the second optional extension of the

facilities, resulting in maturity being extended to January 2030 (FY2030) on both the multi-currency

facility and Euro term loan.

Overall conclusion

The headroom on the covenants within the financing facilities has been reviewed in detail by

management and assessed by the Directors. Given that the cash flow forecasts demonstrate

significant headroom on the covenants within the financing facilities, the Directors have concluded

that the covenants will be satisfied and therefore consider it appropriate to adopt the going concern

basis of accounting with no material uncertainties as to the Group’s ability to continue to do so.

Basis of consolidation

The Group’s financial statements consolidate the financial statements of the Company, and all

subsidiary undertakings, together with the Group’s share of the results of equity accounted

investments for the year ended 28 February 2025.

(i) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to,

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 on which control commences until the date on which

control ceases.

(ii) Investments in associates and jointly controlled entities

(equity accounted investments)

The Group’s interests in equity accounted investments comprise interests in associates and joint

ventures. Associates are those entities in which the Group has significant influence, but not control or

joint control, over the financial and operating policies. A joint venture is a type of joint arrangement

whereby the parties that have joint control of the arrangement have rights to the net assets of the

arrangement. Joint control is the contractually agreed sharing of control of the arrangement, which

exists only when decisions about the relevant activities require unanimous consent of the parties

sharing control. The Group’s investments in its joint ventures are accounted for using the equity

method from the date joint control is deemed to arise until the date on which joint control ceases to

exist or when the interest becomes classified as an asset held for sale. The Income Statement reflects

the Group’s share of profit after tax of the related joint ventures. Investments in joint ventures are

carried in the Balance Sheet at cost, adjusted in respect of post-acquisition changes in the Group’s

share of net assets, less any impairment in value. If necessary, impairment losses on the carrying

amount of an investment are reported within the Group’s share of equity accounted investments

results in the Income Statement.

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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Interests in associates are accounted for using the equity method. They are initially recognised at

cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial

statements include the Group’s share of the profit or loss and Other Comprehensive Income of

associates, until the date on which significant influence ceases. Dividends receivable from associates

reduce the carrying amount of the investment.

(iii) Transactions eliminated on consolidation

All intercompany balances and transactions, including unrealised gains arising from inter-group

transactions, have been eliminated in full. Unrealised losses are eliminated in the same manner as

unrealised gains except to the extent that they provide evidence of impairment.

Unrealised gains arising from transactions with equity accounted investments are eliminated against

the investment to the extent of the Group’s interest in the investment.

(iv) Company Financial Statements

Investments in subsidiaries are carried at cost less provision for impairment. Dividend income is

recognised when the right to receive payment is established.

Business combinations

Acquisitions

Acquisitions of subsidiaries are accounted for using the acquisition method. 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 by the Group. Acquisition-related costs are

recognised in the consolidated income statement as incurred.

The acquiree’s identifiable assets and liabilities are recognised at their fair values at the acquisition

date, which is the date on which control is transferred to the Group. Goodwill is measured as the

excess of the sum of the consideration transferred, the amount of any non-controlling interests in the

acquiree and the fair value of the Group’s previously held equity interest in the acquiree, if any, over the

net amounts of identifiable assets acquired and liabilities assumed at the acquisition date.

Disposals

The difference between the carrying value of the net assets disposed of and the fair value of

consideration received is recorded as a gain or loss on disposal. Foreign exchange translation gains or

losses relating to subsidiaries, joint arrangements and associates that the Group has disposed of, and

that have previously been recorded in other comprehensive income or expense, are also recognised as

part of the gain or loss on disposal.

Property, plant and equipment (Note 11)

Property (comprising freehold land and buildings) is recognised at estimated fair value with the

changes in the value of the property reflected in Other Comprehensive Income in the case of a

revaluation gain, to the extent it does not reverse previously recognised losses, or as an impairment

loss in the Income Statement to the extent it does not reverse previously recognised revaluation gains.

The fair value is based on estimated market value at the valuation date, being the estimated amount

that would be received to sell the property in an orderly transaction between market participants at

the measurement date, to the extent that an active market exists. Such valuations are determined

based on benchmarking against comparable transactions for similar properties in similar locations

as those of the Group or on the use of valuation techniques including the use of market yields on

comparable properties. If no active market exists or there are no other observable comparative

transactions, the fair value may be determined using a valuation technique known as a Depreciated

Replacement Cost approach.

Plant and machinery is carried at its revalued amount. In view of the specialised nature of the Group’s

plant and machinery and the lack of comparable market-based evidence of a similar plant sold, upon

which to base a market approach of fair value, the Group uses a Depreciated Replacement Cost

approach to determine a fair value for such assets.

Depreciated Replacement Cost is assessed, firstly, by the identification of the gross replacement

cost for each class of plant and machinery. A depreciation factor derived from both the physical and

functional obsolescence of each class of asset, taking into account estimated residual values at the

end of the life of each class of asset, is then applied to the gross replacement cost to determine the

net replacement cost. An economic obsolescence factor, which is derived based on current and

anticipated capacity or utilisation of each class of plant and machinery as a function of total available

production capacity, is applied to determine the Depreciated Replacement Cost.

Motor vehicles and other equipment are stated at cost less accumulated depreciation and

impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. When parts of an

item of property, plant and equipment have different useful lives, they are accounted for as separate

items (major components) of property, plant and equipment. Subsequent costs are included in an

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.

Statement of Accounting Policies

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Property, plant and equipment, other than freehold land and assets under construction, which are not

depreciated, were depreciated using the following rates which are calculated to write-off the value of

the asset, less the estimated salvage value of 5% for other plant and machinery and 15% for storage

tanks, over its expected useful life:

Land and Buildings
Land	n/a
Buildings – ROI	2-6% straight-line
Buildings – UK	2-3% straight-line

Plant and Machinery
Storage tanks	2-7% straight-line
Other plant and machinery	6-32% reducing balance

Motor Vehicles and Other Equipment
Motor vehicles	15% straight-line
Other equipment including returnable bottles, cases and kegs	5-25% straight-line

Judgement is involved in the depreciation policy applied to certain fixed assets where there is

considered to be a salvage value. The Group considers that such assets have a salvage value equal to

5% of cost for other plant and machinery and 15% for storage tanks, based on the expected scrap

value of the associated assets. The salvage value and useful lives of property, plant and equipment are

reviewed and adjusted if appropriate at each reporting date to take account of any changes that could

affect prospective depreciation charges and asset carrying values. When determining useful economic

lives, the principal factors the Group takes into account are the intensity at which the assets are

expected to be used, expected requirements for the equipment and technological developments.

On disposal of property, plant and equipment, the cost or valuation and related accumulated

depreciation and impairments are removed from the Balance Sheet and the net amount, less any

proceeds, is taken to the Income Statement and any amounts included within the revaluation reserve

transferred to the retained income reserve.

The carrying amounts of the Group’s property, plant and equipment are reviewed at each balance

sheet date to determine whether there is any indication of impairment. An impairment loss is

recognised when the carrying amount of an asset or its cash-generating unit exceeds its recoverable

amount (being the greater of fair value less costs to sell and value in use). Impairment losses are

debited directly to equity under the heading of revaluation reserve to the extent of any credit balance

existing in the revaluation reserve account in respect of that asset with the remaining balance

recognised in the Income Statement.

Certain property, plant and equipment is remeasured to fair value at regular intervals. In these cases,

the revaluation surplus is credited directly to Other Comprehensive Income and accumulated in equity

under the heading of revaluation reserve, unless it reverses a revaluation decrease on the same asset

previously recognised as an expense, where it is first credited to the Income Statement to the extent of

the previous write down.

Leases (Note 11 and Note 19)

The Group enters into leases for a range of assets, principally relating to land and buildings, plant and

machinery and motor vehicles and other equipment. These leases have varying terms, renewal rights

and escalation clauses.

A contract contains a lease if it is enforceable and conveys the right to control the use of a specified

asset for a period of time in exchange for consideration, which is assessed at inception.

Group as a lessee

(i) Right-of-use assets

The Group recognises a right-of-use asset at the commencement date for contracts containing a

lease. The commencement date is the date at which the asset is made available for use by the Group.

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses,

and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the

lease liability adjusted for any payments made at or before the commencement date, initial direct

costs incurred, lease incentives received and an estimate of the cost to dismantle or restore the

underlying asset or the site on which it is located at the end of the lease term. The right-of-use asset

is depreciated over the lease term or, where a purchase option is reasonably certain to be exercised,

over the useful economic life of the asset in line with depreciation rates for owned property, plant and

equipment. The right-of-use asset is tested periodically for impairment if any impairment indicator is

considered to exist.

(ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the

present value of lease payments to be made over the lease term. The commencement date is the date

at which the asset is made available for use by the Group. Lease payments include fixed payments

less any lease incentives receivable, variable payments that are dependent on a rate or index known

at the commencement date, payments for an optional renewal period and purchase and termination

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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option payments, if the Group is reasonably certain to exercise those options. Management applies

judgement in determining whether it is reasonably certain that a renewal, termination or purchase

option will be exercised.

The lease liability is initially measured at the present value of the future lease payments, discounted

using the incremental borrowing rate or the interest rate implicit in the lease, if this is readily

determinable, over the remaining lease term. Incremental borrowing rates are calculated using a

portfolio approach, based on the risk profile of the entity holding the lease and the term and currency

of the lease.

After initial recognition, the lease liability is measured at amortised cost using the effective interest

method. It is remeasured when there is a change in future lease payments or when the Group

changes its assessment of whether it is reasonably certain to exercise an option within the contract. A

corresponding adjustment is made to the carrying amount of the right-of-use asset.

The Group chooses whether or not to include certain non-lease components, such as maintenance

costs, in the measurement of the right-of-use asset and lease liability on an underlying asset class

as afforded by the practical expedients in the standard. Where the non-lease components are not

included, the costs are separated from lease payments and are expensed as incurred.

(iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those

leases that have a lease term of 12 months or less from the commencement date and do not contain a

purchase option). It also applies the lease of low-value assets recognition exemption to leases where

the underlying asset value is low. Lease payments on short-term leases and leases of low-value assets

are recognised as an expense on a straight-line basis over the lease term.

Goodwill (Note 12)

At the date of acquisition any goodwill acquired is allocated to each cash-generating unit (‘CGU’)

(which may comprise more than one cash-generating unit) expected to benefit from the

combination’s synergies. These cash-generating units are then combined into groups of CGUs that

reflect the way that the Group manages its operations, which represent the lowest level within the

Group at which goodwill is monitored for internal management purposes. Impairment is determined

by assessing the recoverable amount of the group of CGUs to which the goodwill relates. These

groups of CGUs represent the lowest level within the Group at which goodwill is monitored for internal

management purposes.

Following a change in executive leadership and realignment of business strategy during the year, the

Group changed its operating segments from a geographic basis to one based on business operations

with effect from 1 March 2024 as set out in Note 1. The change to its operating segments and decision

to separately monitor the segmental results between Branded and Distribution also impacted the

groups of cash-generating units at which goodwill is monitored for internal management purposes.

As a result, the previously reported amounts of goodwill attributed to the groups of CGUs identified

at 29 February 2024 was reallocated to the newly identified groups of CGUs at 1 March 2024 in

accordance with IAS 36.

Where a direct relationship between previously reported group of CGUs and one of the new groups

of CGUs existed, the previously reported amount of goodwill was allocated to the new group of CGUs.

Where no such direct relationship existed, such as in the case of the previously reported Ireland and

Scotland CGUs, the goodwill relating to the previously reported group of CGUs was allocated to the

new group of CGUs based on the relative values of the businesses within each former group of CGUs,

determined using the value-in-use calculations performed as part of the Group’s goodwill impairment

review performed at 29 February 2024. Details of the impact of the reallocation of previously reported

amounts of goodwill to the groups of CGUs identified at 29 February 2024 and 1 March 2024 are set

out in Note 12.

Where goodwill forms part of a CGU or group of CGUs and part of the operation within that unit is

disposed of, the goodwill associated with the operation disposed of is included in the carrying amount

of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of

in this circumstance is measured on the basis of the relative values of the operation disposed of and the

proportion of the business segment retained.

Goodwill relating to associates and joint ventures is included in the carrying amount of the investment

and is neither amortised nor individually tested for impairment. Where indicators of impairment of

an investment arise in accordance with the requirements of IAS 36, the carrying amount is tested for

impairment by comparing its recoverable amount with its carrying amount.

Statement of Accounting Policies

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Intangible assets (other than goodwill) (Note 12)

An intangible asset, which is a non-monetary asset without a physical substance, is capitalised

separately from goodwill.

Subsequent to initial recognition, intangible assets are carried at cost less any accumulated

amortisation and any accumulated impairment losses. The carrying values of intangible assets

considered to have an indefinite useful economic life are reviewed for indicators of impairment

regularly and are subject to impairment testing on an annual basis unless events or changes in

circumstances indicate that the carrying values may not be recoverable and impairment testing is

required earlier.

Software costs incurred with respect to new systems and costs incurred in acquiring software and

licences that will contribute to future period financial benefits through revenue generation and/or

cost reduction are capitalised. Costs capitalised include external direct costs of materials and service

and direct payroll and payroll related costs of employees’ time spent on the development side of

the project.

Cloud software license agreements to use cloud software are treated as service contracts and

expensed in the Income Statement, unless the Group has both the contractual right to take

possession of the software anytime without significant penalty, and the ability to run the software

independently of the host vendor. In such cases, the license agreement is capitalised as software

within intangible assets.

The amortisation charge on intangible assets considered to have finite lives is calculated to

write-off the book value of the asset over its useful life on a straight-line basis on the assumption

of zero residual value.

The useful lives of the Group’s intangible assets are as follows:

Trade relationship re Tennent’s acquisition	20 years
Trade relationship re Wallaces acquisition	10 years
Trade relationship re Gleeson acquisition	15 years
Trade relationship re Matthew Clark and Bibendum acquisition	15 years
Software and licence costs	5-8 years

Impairment of non-financial assets

Further disclosures relating to impairment of non-financial assets are also provided in the

following notes:

• Goodwill and intangible assets with indefinite lives: Note 12

• Intangible assets: Note 12

• Property, plant and equipment: Note 11

• Investments in associates and joint ventures: Note 13

The Group assesses at each reporting date, whether there is an indication that an asset may be

impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group

estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s

or CGU’s fair value less costs of disposal and its value in use. The recoverable amount is determined

for an individual asset, unless the asset does not generate cash inflows that are largely independent of

those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its

recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using

a pre-tax discount rate that reflects current market assessments of the time value of money and the

risks specific to the asset. In determining fair value less costs of disposal, recent market transactions

are taken into account. If no such transactions can be identified, an appropriate valuation model is

used. These calculations are corroborated by valuation multiples, quoted share prices for publicly

traded companies or other available fair value indicators.

Impairment losses of continuing operations are recognised in the Income Statement in expense

categories consistent with the function of the impaired asset, except for properties previously

revalued with the revaluation taken to Other Comprehensive Income. For such properties,

the impairment is recognised in Other Comprehensive Income up to the amount of any

previous revaluation.

For assets, excluding goodwill and intangible assets, considered to have an indefinite useful life, an

assessment is made at each reporting date to determine whether there is an indication that previously

recognised impairment losses no longer exist or have decreased. If such indication exists, the Group

estimates the asset’s or CGUs recoverable amount. A previously recognised impairment loss is

reversed only if there has been a change in the assumptions used to determine the asset’s recoverable

amount since the last impairment loss was recognised. The reversal is limited so that the carrying

amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that

would have been determined, net of depreciation, had no impairment loss been recognised for the

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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asset in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at a

revalued amount, in which case, the reversal is treated as a revaluation increase.

Goodwill is subject to impairment testing on an annual basis and at any time during the year if an

indicator of impairment is considered to exist. In the year in which a business combination is effected

and where some or all of the goodwill allocated to a particular cash-generating unit arose in respect

of that combination, the cash-generating unit is tested for impairment prior to the end of the relevant

annual period. Where the carrying value exceeds the estimated recoverable amount (being the

greater of the fair value less costs of disposal and value-in-use), an impairment loss is recognised by

writing down goodwill to its recoverable amount. In assessing value in use, the estimated future cash

flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset. The recoverable amount

of goodwill is determined by reference to the cash-generating unit to which the goodwill has been

allocated. Impairment losses arising in respect of goodwill are not reversed once recognised.

Intangible assets with indefinite useful economic lives are reviewed for indicators of impairment

regularly and are subject to impairment testing on an annual basis unless events or changes in

circumstances indicate that the carrying values may not be recoverable and impairment testing is

required earlier.

Retirement benefit obligations (Note 23)

The Group operates a number of defined contribution and defined benefit pension schemes.

Obligations to the defined contribution pension schemes are recognised as an expense in the Income

Statement as the related employee service is received. Under these schemes, the Group has no

obligation, either legal or constructive, to pay further contributions in the event that the fund does not

hold sufficient assets to meet its benefit commitments.

The liabilities and costs associated with the Group’s defined benefit pension schemes, all of which are

funded and administered under trusts which are separate from the Group, are assessed on the basis of

the projected unit credit method by professionally qualified actuaries and are arrived at using actuarial

assumptions based on market expectations at the reporting date. The discount rates employed in

determining the present value of the schemes’ liabilities are determined by reference to market yields,

at the reporting date, on high-quality corporate bonds of a currency and term consistent with the

currency and term of the associated post-employment benefit obligations. The fair value of scheme

assets is based on market price information, measured at bid value for publicly quoted securities.

The resultant defined benefit pension net surplus or deficit is shown within either non-current assets

or non-current liabilities on the face of the Balance Sheet and comprises the total for each plan

of the present value of the defined benefit obligation less the fair value of plan assets out of which

the obligations are to be settled directly. The assumptions (disclosed in Note 23) underlying these

valuations are updated at each reporting period date based on current economic conditions and

expectations (discount rates, salary inflation and mortality rates) and reflect any changes to the terms

and conditions of the post-retirement pension plans. The deferred tax liabilities and assets arising on

pension scheme surpluses and deficits are disclosed separately within deferred tax assets or liabilities,

as appropriate.

When the benefits of a defined benefit scheme are improved, the portion of the increased

benefit relating to the past service of employees is recognised as an expense immediately in

the Income Statement.

The expected increase in the present value of scheme liabilities arising from employee service in

the current period is recognised in arriving at operating profit or loss together with the net interest

expense/(income) on the net defined benefit liability/(asset). Differences between the actual return

on plan assets and the interest income, experience gains and losses on scheme liabilities, together

with the effect of changes in the current or prior assumptions underlying the liabilities are recognised

in Other Comprehensive Income. The amounts recognised in the Income Statement and Other

Comprehensive Income and the valuation of the defined benefit pension net surplus or deficit are

sensitive to the assumptions used.

Company

The Company has no direct employees and is not the sponsoring employer for any of the Group’s

defined benefit pension schemes.

Statement of Accounting Policies

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Income tax (Note 7 and Note 22)

Current income tax

Current tax expense represents the expected tax amount to be paid in respect of taxable income

for the current year and is based on reported profit and the expected statutory tax rates, reliefs, and

allowances applicable in the jurisdictions in which the Group operates. Current tax for the current and

prior years, to the extent that it is unpaid, is recognised as a liability in the Balance Sheet.

Deferred tax

Deferred tax is provided on the basis of the Balance Sheet liability method on all temporary differences

at the reporting date. Temporary differences are defined as the difference between the tax bases of

assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets and

liabilities are not subject to discounting and are measured at the tax rates that are expected to apply in

the period in which the asset is recovered or the liability is settled based on tax rates and tax laws that

have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets and liabilities are recognised for all temporary differences except where they

arise from:

• The initial recognition of goodwill or an asset or a liability in a transaction that is not a business

combination and affects neither the accounting profit or loss nor the taxable profit or loss at

the time of the transaction and does not give rise to equal taxable and deductible temporary

differences, or,

• Taxable temporary differences associated with investments in subsidiaries where the timing of

the reversal of the temporary difference is subject to the Group’s control and it is probable that a

reversal will not be recognised in the foreseeable future.

The Group has applied the exception in IAS 12 Income Taxes to recognising and disclosing information

about deferred tax assets and liabilities to Pillar Two taxes.

Deferred tax assets in respect of deductible temporary differences are recognised only to the extent

that it is probable that taxable profits or taxable temporary differences will be available against which

to offset these items. The recognition or non-recognition of deferred tax assets as appropriate also

requires judgement as it involves an assessment of the future recoverability of those assets. The

recognition of deferred tax assets is based on management’s judgement and estimate of the most

probable amount of future taxable profits and taking into consideration applicable tax legislation

in the relevant jurisdiction. The carrying amounts of deferred tax assets are subject to review at

each reporting date and are reduced to the extent that future taxable profits are considered to be

insufficient to allow all or part of the deferred tax asset to be utilised.

The Group offsets deferred tax assets and deferred tax liabilities only if it has a legally enforceable right

to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax

liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity

or different taxable entities which intend either to settle current tax liabilities and assets on a net basis,

or to realise the assets and settle the liabilities simultaneously, in each future period in which significant

amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax and current tax are recognised as a component of the tax expense in the Income

Statement except to the extent that they relate to items recognised directly in Other Comprehensive

Income or equity (for example, certain derivative financial instruments and actuarial gains and

losses on defined benefit pension schemes), in which case the related tax is also recognised in Other

Comprehensive Income or equity.

The Group has applied the amendment to IAS 12 Income Taxes on the mandatory temporary exception

to recognising and disclosing information about deferred tax assets and liabilities that are related to

tax law enacted or substantively enacted to implement the Pillar Two model rules published by the

Organisation for Economic Co-operation and Development (‘OECD’). The amendments require that

entities shall apply the amendments immediately upon issuance. Pillar Two legislation is not expected

to have a material impact on the financial statements of the Group. The Group continue to monitor

changes in law and guidance as they apply to the Group.

Company financial assets

Financial assets are reviewed for impairment if there are any indications that the carrying value may

not be recoverable.

Share options granted to employees of subsidiary companies are accounted for as an increase in the

carrying value of the investment in subsidiaries and the share-based payment reserve.

Revenue recognition

IFRS 15 Revenue from Contracts with Customers (‘IFRS 15’) establishes a five-step model to account

for revenue arising from contracts with customers. Under IFRS 15, revenue comprises an amount that

reflects the consideration to which an entity expects to be entitled to in exchange for transferring

goods or services to a customer, exclusive of value added tax, after allowing for discounts, rebates,

allowances for customer loyalty and other pricing related allowances and incentives. Provision is made

for returns where appropriate. The Group recognises revenue in the amount of the price expected to

be received for goods and services supplied at a point in time or over time, as contractual performance

obligations are fulfilled, and control of goods and services passes to the customer.

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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Revenue recognition (continued)

The Group manufactures and distributes branded cider, beer, wine, spirits and soft drinks in which

revenue is recognised at a point in time when control is deemed to pass to the customer upon leaving

the Group’s premises or upon delivery to a customer depending on the terms of sale. Contracts do not

contain multiple performance obligations (as defined by IFRS 15).

Across the Group, goods are often sold with discounts or rebates based on cumulative sales over

a period. The variable consideration is only recognised when it is highly probable that it will not be

subsequently reversed and is recognised using the most likely amount or expected value methods,

depending on the individual contract terms. In the application of appropriate revenue recognition,

judgement is exercised by management in the determination of the likelihood and quantum of items

giving rise to variable consideration based on experience and historical trading patterns.

The Group is deemed to be a principal to an arrangement when it controls a promised good or service

before transferring them to a customer; and accordingly recognises the revenue on a gross basis.

The Group is determined to be an agent in a transaction where the Group arranges for the provision

of goods or services on behalf of another party and does not control the goods and services before

being transferred to the customer; the net amount retained after any payments to the principal is

recognised as revenue.

Excise duty

Excise duty is levied at the point of production in the case of the Group’s manufactured products and

at the point of importation in the case of imported products in the relevant jurisdictions in which the

Group operates. As the Group’s manufacturing and warehousing facilities are revenue approved and

registered excise facilities, the excise duty liability generally crystallises on transfer of product from

duty in suspense to duty paid status which normally coincides with the point of sale. The duty number

disclosed represents the cash cost of duty paid on the Group’s products. Where goods are bought

duty paid, and subsequently sold, the duty element is not included in the duty line within net revenue

but is included within the cost of goods sold.

Net revenue

Net revenue is defined by the Group as revenue less excise duty paid by the Group.

Exceptional items

The Group has adopted an accounting policy and Income Statement format that seeks to highlight

specific significant items of income and expense within the Group results for the year which the

Directors believe provides a more useful analysis. Significant items are determined based on their size,

nature and/or being non-recurring items. Items categorised as Exceptional are done so based on a

qualitative and quantitative framework that considers these same factors:

• Size: For an item to be deemed exceptional, it must have a material effect on the Group’s

profitability and should therefore be separately disclosed. For the purposes of FY2025 year-

end, the Group determined a material amount as an amount that would influence the economic

decisions of a user of the financial statements.

• Nature: Inconsistent items – these are items which are inconsistent amounts year on year (where

applicable) such as revaluation gains/losses.

• Non-Recurring Items: These are events/transactions that are infrequent and unusual, or one-

off in nature. These include items such as restructuring and integration projects, litigation costs

and settlements, impairment of assets, acquisition related costs, and gains/losses from the sale of

assets or businesses.

The Directors exercise judgement to determine whether an item meets the above criteria in order to

be classified as an exceptional item.

Finance income and expenses

Finance income comprises interest income on funds invested and any gains on hedging instruments

that are recognised in the Income Statement. Interest income is recognised as it accrues in the Income

Statement, using the effective interest method.

Finance expenses comprise interest expense on borrowings, finance charges on sale of trade

receivables, amortisation of borrowing issue costs and unwinding the discount on provisions and

leases. Borrowing costs that are not directly attributable to the acquisition, construction or production

of a qualifying asset are recognised in the Income Statement using the effective interest method.

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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Assets held for sale

Non-current assets, or disposal groups comprising of assets and liabilities, are classified as held-

for-sale if it is highly probable that they will be recovered primarily through sale rather than through

continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying

amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first

to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss

is allocated to inventories, financial assets, deferred tax assets or employee benefit assets, which

continue to be measured in accordance with the Group’s other accounting policies as applicable.

Impairment losses on initial classification as held-for-sale and subsequent gains and losses on

remeasurement are recognised in the Income Statement. Once classified as held-for-sale, intangible

assets and property, plant and equipment are no longer amortised or depreciated, and any equity

accounted investee is no longer equity accounted.

Share-based payments

The Group operates a number of executive and employee share schemes as set out in Note 4.

For all grants of share-based payments, the expense recognised in the Income Statement is based

on the fair value of the total number of entitlements expected to vest and is allocated to accounting

periods on a straight-line basis over the vesting period. The cumulative charge to the Income

Statement at each reporting date reflects the extent to which the vesting period has expired and the

Group’s best estimate of the number of equity instruments that will ultimately vest. It is reversed only

where entitlements do not vest because all non-market performance conditions have not been met

or where an employee in receipt of share entitlements leaves the Group before the end of the vesting

period and forfeits those options as a consequence.

The proceeds received by the Company net of any directly attributable transaction costs on the

vesting of share entitlements met by the issue of new shares are credited to share capital and share

premium when the share entitlements are exercised.

The share-based payment reserve comprises amounts expensed in the income statement in

connection with share-based payments, net of transfers to retained earnings on the exercise of shares

entitlements and the lapsing of such entitlements.

Amounts included in the share-based payments reserve are transferred to retained income when

vested options are exercised, forfeited post-vesting or lapse.

The dilutive effect of outstanding options, to the extent that they are to be settled by the issue of

new shares and to the extent that the vesting conditions would have been satisfied if the end of the

reporting period was the end of the contingency period, is reflected as additional share dilution in the

determination of diluted earnings per share.

Segmental reporting

Operating segments are reported in a manner consistent with the internal organisational and

management structure of the Group and the internal financial information provided to the Chief

Operating Decision-Maker (‘CODM’), the executive Directors, who are responsible for the allocation of

resources and the monitoring and assessment of performance of each of the operating segments.

Following a change in executive leadership and realignment of business strategy during the year ended

28 February 2025, the Group has changed its operating segments from a geographical basis to one

based on operations in the current period.

The previous segments of Ireland and Great Britain have been replaced by two new segments,

Branded and Distribution. The revised basis of segmentation reflects the operating model of the

business and in all instances the changes were deemed necessary to better enable the CODM to

evaluate the results of the business in the context of the economic environment in which the business

operates, to make appropriate strategic decisions and to more accurately reflect the business model

under which the Group now operates in both areas. Please refer to Note 1 for further details.

Foreign currency translation

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 Euro, which is the presentation

currency of the Group and both the presentation and functional currency of the Company.

Transactions in foreign currencies are translated into the functional currency of each entity at the

foreign exchange rate ruling at the date of the transaction. Non-monetary assets carried at historic

cost are not subsequently retranslated. Monetary assets and liabilities denominated in foreign

currencies at the reporting date are translated into functional currencies at the foreign exchange

rate ruling at that date. Foreign exchange movements arising on translation are recognised in the

Income Statement with the exception of all monetary items designated as a hedge of a net investment

in a foreign operation, which are recognised in the consolidated financial statements in Other

Comprehensive Income until the disposal of the net investment, at which time they are recognised in

the Income Statement for the year.

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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C&C Group plc Annual Report 2025

Foreign currency translation (continued)

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising

on consolidation, are translated to Euro at the foreign exchange rates ruling at the reporting date.

The revenues and expenses of foreign operations are translated to Euro at the average exchange rate

for the financial period where that represents a reasonable approximation of actual rates. Foreign

exchange movements arising on translation of the net investment in a foreign operation, including

those arising on long-term intra-group loans for which settlement is neither planned nor likely to

happen in the foreseeable future and as a consequence are deemed quasi equity in nature, are

recognised directly in Other Comprehensive Income in the consolidated financial statements in the

foreign currency translation reserve. The portion of exchange gains or losses on foreign currency

borrowings or derivatives used to provide a hedge against a net investment in a foreign operation

that is designated as a hedge of those investments, is recognised directly in Other Comprehensive

Income to the extent that they are determined to be effective. The ineffective portion is recognised

immediately in the Income Statement for the year.

Any movements that have arisen since 1 March 2004, the date of transition to IFRS, are recognised in

the currency translation reserve and are recycled through the Income Statement on disposal of the

related business. Translation differences that arose before the date of transition to IFRS as adopted by

the EU in respect of all non-Euro denominated operations are not presented separately.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost includes all expenditure

incurred in acquiring the inventories and bringing them to their present location and condition and is

based on the first-in first-out principle.

In the case of finished goods and work in progress, cost includes direct production costs and the

appropriate share of production overheads plus excise duties, where appropriate. Net realisable value

is the estimated selling price in the ordinary course of business, less estimated costs necessary to

complete the sale.

Provision is made for slow-moving or obsolete stock where appropriate.

Provisions

A provision is recognised in the Balance Sheet when the Group has a present legal or constructive

obligation as a result of a past event, and it is probable that an outflow of economic benefits will be

required to settle the obligation. Provisions are measured at the Directors’ best estimate of the

expenditure required to settle the obligation at the balance sheet date and are discounted to present

value at an appropriate rate if the effect of the time value of money is deemed material. The carrying

amount of the provision increases in each period to reflect the passage of time and the unwinding

of the discount. The increase in the provision due to the passage of time is recognised in the Income

Statement within finance expense.

A contingent liability is not recognised but is disclosed where the existence of the obligation will only

be confirmed by future events or where it is not probable that an outflow of resources will be required

to settle the obligation or where the amount of the obligation cannot be measured with reasonable

reliability. Contingent assets are not recognised but are disclosed where an inflow of economic

benefits is probable. Provisions are not recognised for future operating losses; however, provisions are

recognised for onerous contracts where the unavoidable cost exceeds the expected benefit.

Due to the inherent uncertainty with respect to such matters, the value of each provision is based

on the best information available at the time, including advice obtained from third-party experts,

and is reviewed by the Directors on a periodic basis with the potential financial exposure reassessed.

Revisions to the valuation of a provision are recognised in the period in which such a determination is

made, and such revisions could have a material impact on the financial performance of the Group.

Financial instruments

Trade and other receivables

Trade receivables are initially recognised at fair value (which usually equals the original invoice value)

and are subsequently measured at amortised cost less allowance for impairment losses. The Group

applies the simplified approach permitted by IFRS 9 Financial Instruments to measure expected credit

losses for trade receivables, which requires expected lifetime losses to be recognised from initial

recognition of the receivables. The carrying amount of these receivables approximates their fair value

as these are short-term in nature. The maximum exposure to credit risk at the reporting date is the

carrying value of each class of receivable.

Trade receivables are derecognised when the rights to receive cash flows from the asset have

expired or the Group has transferred its rights to receive cash flows from the asset or has assumed

an obligation to pay the received cash flows in full without material delay to a third-party under a

‘pass-through’ arrangement, and either (a) the Group has transferred substantially all the risks and

rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks

and rewards of the asset, but has transferred control of the asset.

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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Statement of Accounting Policies

For the year ended 28 February 2025 continued

Financial instruments (continued)

Cash and cash equivalents

Cash and cash equivalents in the Balance Sheet comprises of cash at bank and in hand and short-

term deposits with an original maturity of three months or less. Bank overdrafts that are repayable on

demand and form part of the Group’s cash management are included as a component of cash for the

purpose of the statement of cash flows.

Advances to customers

Advances to customers, are initially recognised at fair value, amortised to the Income Statement

(and classified within sales discounts as a reduction in revenue) over the relevant period to which

the customer commitment is made, and subsequently carried at amortised cost less an impairment

allowance. Where there is a volume target the amortisation of the advance is included in sales

discounts as a reduction to revenue. Regarding advances to customers, the Group applies the general

approach to measure expected credit losses which requires a loss provision to be recognised based

on twelve-month or lifetime expected credit losses, provided a significant increase in credit risk has

occurred since initial recognition. The Group Credit Committee reviews debt collection trends and

commercial market information to assess any significant change in credit risk.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised

cost using the effective interest rate method.

Interest-bearing loans and borrowings

Interest-bearing loans and borrowings are recognised initially at fair value less attributable transaction

costs and are subsequently measured at amortised cost with any difference between the amount

originally recognised and redemption value being recognised in the Income Statement over the period

of the borrowings on an effective interest rate basis. Where the early refinancing of a loan results in a

significant change in the present value of the expected cash flows, the original loan is derecognised

and the replacement loan is recognised at fair value. The difference between the original loan and the

fair value of the replacement loan is recognised in finance costs in the year.

Derivative financial instruments

Derivatives are initially recognised at fair value on the date that a derivative contract is entered into,

and they are subsequently remeasured to their fair value at the end of each reporting period. The

accounting for subsequent changes in fair value depends on whether the derivative is designated as

a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain

derivatives as hedges of a particular risk associated with the cash flows of recognised assets and

liabilities and highly probable forecast transactions (cash flow hedges). The gains or losses related to

derivatives not used as effective hedging instruments are recognised in the Income Statement.

At inception of the hedge relationship, the Group documents the economic relationship between

hedging instruments and hedged items, including whether changes in the cash flows of the hedging

instruments are expected to offset changes in the cash flows of hedged items. The Group documents

its risk management objective and strategy for undertaking its hedge transactions. The fair values

of derivative financial instruments designated in hedge relationships are disclosed in Note 24.

Movements in the hedging reserve in Shareholders’ equity are shown in Note 24. The full fair value of

a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the

hedged item is more than 12 months; it is classified as a current asset or liability when the remaining

maturity of the hedged item is less than 12 months. The Group enters into derivative contracts only for

hedging purposes/activities. The Group documents its assessment, both at hedge inception and on an

ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in

offsetting changes in fair values or cash flows of hedged items.

Cash flow hedges that qualify for hedge accounting

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash

flow hedges is recognised in the cash flow hedge reserve within equity. The gain or loss relating to the

ineffective portion is recognised immediately in the Income Statement as finance expenses.

The Group uses forward contracts to hedge forecast transactions, the Group generally designates the

full change in fair value of the forward contract, i.e. the forward rate including forward points, as the

hedging instrument. Gains or losses relating to the effective portion of the change in fair value of the

entire forward contract are recognised in the cash flow hedge reserve within equity.

Amounts accumulated in equity are reclassified in the periods when the hedged item affects profit or

loss. Where the hedged item subsequently results in the recognition of a non-financial asset (such as

inventory), the deferred hedging gains and losses are included within the initial cost of the asset. The

deferred amounts are ultimately recognised in profit or loss, when the hedged item affects profit or

loss (for example, through operating costs).

When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the

criteria for hedge accounting, any cumulative deferred gain or loss in equity at that time remains in

equity and recognised in profit or loss in the period the forecast transaction occurs and when the

forecast transaction is no longer expected to occur, the cumulative gains or losses that were reported

in equity are immediately reclassified to profit or loss.

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Statement of Accounting Policies

For the year ended 28 February 2025 continued

Financial instruments (continued)

Cash flow hedge reserve

The cash flow hedge reserve is used to recognise the effective portion of gains or losses on

derivatives that are designated and qualify as cash flow hedges, as described in Note 24. Amounts

are subsequently either transferred to the initial cost of inventory or reclassified to profit or loss

as appropriate.

Treasury shares

Equity share capital issued under its Joint Share Ownership Plan, which is held in trust by an

Employee Trust, as well as shares purchased under the Partnership and Matching Share Schemes

(see Note 4) are classified as Treasury shares on consolidation until such time as the Interests lapse

and the shares are cancelled or disposed of by the Trust. Additionally own equity instruments (i.e.

Ordinary Shares) acquired by the Company are deducted from equity and presented on the face of

the Company Balance Sheet as Treasury shares until the shares are cancelled or reissued. No gain

or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s

Ordinary Shares.

Financial guarantee contracts

Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued.

The liability is initially measured at fair value and subsequently at the higher of:

• the amount determined in accordance with the expected credit loss model under IFRS 9 Financial

Instruments, and

• the amount initially recognised less, where appropriate, the cumulative amount of income

recognised in accordance with the principles of IFRS 15 Revenue from Contracts with Customers.

The fair value of financial guarantees is determined based on the present value of the difference in cash

flows between the contractual payments required under the debt instrument and the payments that

would be required without the guarantee, or the estimated amount that would be payable to a third

party for assuming the obligations.

Where the guarantees in relation to loans or other payables of associates are provided for no

compensation, the fair values are accounted for as contributions and recognised as part of the

cost of the investment.

Significant Judgements and Estimates

The preparation of the consolidated financial statements in conformity with IFRS as adopted by the

EU requires management to make certain estimates, assumptions and judgements that affect the

application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

The significant judgements, estimates and assumptions used by management may differ from the

actual outcome of the transaction and consequently the realised value of the associated assets and

liabilities may vary. The significant judgements and estimates which have been applied, and which are

expected to have a material impact, are as follows:

Significant judgements

Income Taxes

The Group is subject to income tax in a number of jurisdictions, and judgement is required in

determining the worldwide provision for taxes. There are many transactions and calculations during

the ordinary course of business, for which the ultimate tax determination is uncertain and the

complexity of the tax treatment may be such that the final tax charge may not be determined until

a formal resolution has been reached with the relevant tax authority which may take extended time

periods to conclude. The ultimate tax charge may, therefore, be different from that which initially is

reflected in the Group’s consolidated tax charge and provision and any such differences could have

a material impact on the Group’s income tax charge and consequently financial performance. The

determination of the provision for income tax is based on management’s understanding of the relevant

tax law and judgement as to the appropriate tax charge, and management believe that all assumptions

and estimates used are reasonable and reflective of the tax legislation in jurisdictions in which the

Group operates. Where the final tax charge is different from the amounts that were initially recorded,

such differences are recognised in the income tax provision in the period in which such determination

is made.

Deferred tax assets in respect of deductible temporary differences are recognised only to the extent

that it is probable that taxable profits or taxable temporary differences will be available against which

to offset these items. The recognition or non-recognition of deferred tax assets as appropriate also

requires judgement as it involves an assessment of the future recoverability of those assets. The

recognition of deferred tax assets is based on management’s judgement and estimate of the most

probable amount of future taxable profits and taking into consideration applicable tax legislation in the

relevant jurisdiction.

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Significant Judgements and Estimates (continued)

Revenue recognition

The Group generates revenue from a variety of geographies and across a large number of separate

legal entities spread across the Group’s two business segments and has contract packaging

agreements with a number of customers, to utilise excess manufacturing capacity, that are non-

standard and complex and involve judgment as to whether contracts are within scope of IFRS 15

Revenue from Contracts with Customers, regarding significant and complex customer contracts,

discounts and marketing contributions. The Group has well developed policies, systems and controls

to inform management’s judgements and estimates with regard to revenue recognition, measurement

and classification for its contract packaging agreements and complex customer contracts.

Climate change

The potential climate change-related risks and opportunities to which the Group is exposed, as

identified by management, are disclosed in the Group’s Task Force on Climate Related Financial

Disclosures on pages 40 to 53. Management has assessed the potential financial impacts relating

to the identified risks, primarily considering the useful lives of, and retirement obligations for,

property, plant and equipment, the possibility of impairment of goodwill and other long-lived assets

and the recoverability of the Group’s deferred tax assets. Management has exercised judgement in

concluding that there are no further material financial impacts of the Group’s climate-related risks and

opportunities on the consolidated financial statements. These judgements will be kept under review by

management as the future impacts of climate change depend on environmental, regulatory and other

factors outside of the Group’s control which are not all currently known.

Sources of estimation uncertainty

Valuation of property, plant and equipment

The Group values its freehold land and buildings and plant and machinery at market value/Depreciated

Replacement Cost and consequently, carries out an annual valuation. The Group engages external

valuers to value the Group’s property, plant and machinery at a minimum every three years or at

the date of acquisition for assets acquired as part of a business combination. An external valuation

was conducted at 28 February 2025 by PricewaterhouseCoopers LLP to value the freehold land and

buildings and plant and machinery at the Group’s Clonmel (Tipperary) and Wellpark (Glasgow) sites.

The key assumptions used to determine the fair value of the freehold land and buildings and plant and

machinery and sensitivity analyses are provided in Note 11.

Recoverable amount of goodwill

The impairment testing process requires management to make significant estimates regarding the

future cash flows expected to be generated by cash-generating units to which goodwill has been

allocated. Future cash flows relating to the eventual disposal of these cash-generating units and

other factors may also be relevant to determine the recoverable amount of goodwill. Management

periodically evaluates and updates the estimates based on the conditions which influence these

variables. The assumptions and conditions for determining impairments of goodwill reflect

management’s best assumptions and estimates (discount rates, terminal growth rates, forecasted

volume, net revenue, operating profit) but these items involve inherent uncertainties described above,

many of which are not under management’s control. The Group also considered the potential impact

of climate change as further discussed in Note 12. This is an area of estimation and judgement. As a

result, the accounting for such items could result in different estimates or amounts if management

used different assumptions or if different conditions occur in future accounting periods.

The inputs to the value in use calculations are disclosed in Note 12.

Incremental borrowing rates on leases

Management use estimation in determining the incremental borrowing rates for leases which has

a significant impact on the lease liabilities and right-of-use assets recognised. The incremental

borrowing rates includes several key components such as, a reference rate (incorporating currency,

economic environment and term of lease), a financing spread adjustment, an entity specific

adjustment (if applicable) and a lease specific adjustment (if applicable, for example, a property

lease compared to vehicle/other leases, and the term of the lease).

Please refer to Note 19 for the carrying amounts of the right-of-use assets and the lease

liability impacted.

Pension valuation

Significant estimates are used in the determination of the pension obligation, the amounts recognised

in the Income Statement and Statement of Other Comprehensive Income and the valuation of the

defined benefit pension net surplus or deficit are sensitive to the assumptions used. The assumptions

underlying the actuarial valuations (including discount rates, rates of increase in future compensation

levels, mortality rates, salary and pension increases and future inflation rates), from which the amounts

recognised in the consolidated financial statements are determined, are updated annually based on

current economic conditions and for any relevant changes to the terms and conditions of the pension

and post-retirement plans. These assumptions can be affected by (i) the discount rate, changes in the

rates of return on high-quality corporate bonds and (ii) for future compensation levels, future labour

market conditions. The weighted average actuarial assumptions used and sensitivity analysis in relation

to the significant assumptions employed in the determination of pension and other post-retirement

liabilities are contained in Note 23 to the consolidated financial statements.

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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Significant Judgements and Estimates (continued)

Pension valuation (continued)

Whilst management believes that the assumptions used are appropriate, differences in actual

experience or changes in assumptions may affect the obligations and expenses recognised in

future accounting periods. The assets and liabilities of defined benefit pension schemes may exhibit

significant period-on-period volatility attributable primarily to changes in bond yields and longevity. In

addition to future service contributions, cash contributions may be required to remediate past service

deficits. A sensitivity analysis of the change in these assumptions is provided in Note 23.

Expected credit losses

The Group applies the simplified approach permitted by IFRS 9 Financial Instruments to measure

expected credit losses for trade receivables and advances to customers, which requires expected

lifetime losses to be recognised from initial recognition.

Estimates have been made around the credit losses expected to be incurred on the Group’s financial

assets – principally being trade receivables and advances to customers. In determining the expected

credit losses, the loss rates are determined based on the grouping of trade receivables and advances

to customers sharing the same credit risk characteristics and past due days.

Regarding advances to customers, the Group applies the general approach to measure

expected credit losses which requires a loss provision to be recognised based on twelve-month

or lifetime expected credit losses, provided a significant increase in credit risk has occurred

since initial recognition.

Please refer to Note 15 for the impact of the expected credit loss approach on the Group’s trade

receivables and advances to customers.

Valuation of inventory

Inventories are measured at the lower of cost and net realisable value. The Group’s policy is to hold

inventories at original cost and create an inventory provision where evidence exists that indicates net

realisable value is below cost for a particular item of inventory. Damaged, slow-moving or obsolete

inventory are typical examples of such evidence.

See Note 14 for further details.

Classification of exceptional costs

As discussed in more detail in the accounting policy on page 156, the Directors exercise judgement to

determine whether an item meets the criteria in order to be classified as an exceptional item. See Note

5 for further details.

Share-based compensation

The Company grants share-based awards, which consist of performance stock unit (PSU) and stock

options. All of the share-based compensation awards are classified as equity awards. The Company

measures share-based compensation awards using fair value based measurement methods. This

results in the recognition of compensation expense for all share-based compensation awards based on

their fair value as of grant date. For performance-based awards, compensation expense is recognised

only if it is probable that performance conditions will be achieved. Compensation expense is

recognised over the requisite service period for time and performance-based awards, net of estimated

forfeitures.

See Note 4 for further details.

Impairment of investments in subsidiaries (Company only)

Investment in subsidiary impairment testing process requires management to make significant

estimates regarding the future cash flows expected to be generated by the subsidiary. Management

periodically evaluates and updates the estimates based on the conditions which influence these

variables. The assumptions and conditions for determining impairments reflect management’s best

assumptions and estimates (discount rates, terminal growth rates, forecasted volume, net revenue,

operating profit) but these items involve inherent uncertainties, many of which are not under

management’s control. The Group also considered the potential impact of climate change as further

discussed in Note 12. This is an area of estimation and judgement. As a result, the accounting for such

items could result in different estimates or amounts if management used different assumptions or if

different conditions occur in future accounting periods.

See Note 13 for further details.

Statement of Accounting Policies

For the year ended 28 February 2025 continued

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Notes forming part of the financial statements

1. Segmental Reporting

The Group’s business activity is the manufacturing, marketing and distribution of branded beer, cider,

wine, spirits and soft drinks.

The Group continually reviews and updates the manner in which it monitors and controls its financial

operations, resulting in changes in the manner in which information is classified and reported to the

Chief Operating Decision Maker (‘CODM’). The CODM, identified as the Executive Directors, assesses

and monitors the operating results of segments separately via internal management reports in order

to manage the business and allocate resources effectively.

Following a change in executive leadership and realignment of business strategy, which was effective

from 1 March 2024, the Group has changed its operating segments from a geographic basis to one

based on operations in the current year. The previous segments of Ireland and Great Britain have been

replaced by two new segments, Branded and Distribution. The revised basis of segmentation reflects

the operating model of the business and in all instances the changes were deemed necessary to better

enable the CODM to evaluate the results of the business in the context of the economic environment

in which the business operates, to make appropriate strategic decisions and to more accurately reflect

the business model under which the Group now operates in both areas. All comparative amounts have

been restated to reflect the new basis of segmentation. The change in segments had no impact on

total Group revenue, net revenue or operating profit. The identified business segments are as follows:

(i) Branded

This segment is defined as brands fully owned or that are exclusively distributed by the Group,

whereby the Group is responsible for marketing as well as sale of the brand in the associated

geography It includes the financial results from sale of own branded products being principally

Bulmers, Tennent’s, Magners and the growing portfolio of premium beers and ciders including

Drygate Brewing, Five Lamps, Heverlee, Menabrea and Orchard Pig.

(ii) Distribution

This segment is defined as third-party brands sold through the Group’s distribution businesses and

brands where the Group acts as an exclusive agent for a brand in a specific geography. It includes the

results from the Matthew Clark and Bibendum (‘MCB’) business which includes third-party brand

distribution, wine wholesaling and distribution, together with the Gleesons distribution business in

Ireland and the distribution of private label products.

The Group’s analysis by segment includes both items directly attributable to a segment and those,

including central overheads, which are allocated on a reasonable basis in presenting information to the

CODM. Inter-segmental revenue is not material and thus not subject to separate disclosure.

(a) Analysis by segment

			2025			2024 (Restated)
				Operating			Operating
		Revenue	Net revenue	profit	Revenue	Net revenue	profit
Group	Notes	€m	€m	€m	€m	€m	€m
Branded		452.6	298.6	46.1	467.9	312.7	44.6
Distribution		1,556.8	1,366.9	31.0	1,555.1	1,339.8	15.4
Total before exceptional items		2,009.4	1,665.5	77.1	2,023.0	1,652.5	60.0
Exceptional items	5	–	–	(31.3)	–	–	(144.4)
Total		2,009.4	1,665.5	45.8	2,023.0	1,652.5	(84.4)
Impairment of assets held for sale	5			–			(3.3)
Impairment of promissory note	5			(4.5)
Net loss on disposal	5			(0.1)			–
Finance income	6			2.7			0.2
Finance income
exceptional items	5, 6			–			0.2
Finance expense	6			(24.0)			(21.4)
Share of equity
accounted
investments’ profit
after tax	13			0.1
Finance expense
exceptional items	5, 6			(0.4)			(2.9)
Profit/(loss)
before tax				19.6			(111.6)

The exceptional items included in operating profit in the current financial year are a €31.3m charge

(FY2024: €144.4m charge), of which €14.2m (FY2024: €132.0m) relates to Branded and €17.1m

(FY2024: €12.4m) relates to Distribution. The loss on disposal of €0.1m comprises a loss of €0.9m

related to the sale of the Group’s Portuguese businesses which were classified as a disposal group as at

29 February 2024, offset by a gain of €0.4m recognised on disposal of the Group’s equity investment

in Beck & Scott and a gain of €0.4m recognised on remeasurement of the Group’s equity investment

in Drygate Brewing Company. The impairment loss of €3.3m recognised in FY2024 related to the

Group’s Portuguese businesses. See Notes 5, 10 and 16 for further details.

164

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

1. Segmental Reporting (continued)

(b) Other segment information

		2025			2024 (Restated)
	Tangible and		Depreciation,	Tangible and		Depreciation,
	intangible		amortisation	intangible		amortisation and
	expenditure	Lease additions	and impairment	expenditure	Lease additions	impairment
	€m	€m	€m	€m	€m	€m
Branded	16.8	5.7	21.6	8.7	8.1	20.4
Distribution	3.4	16.6	17.6	7.0	43.4	13.3
Total	20.2	22.3	39.2	15.7	51.5	33.7

	Revenue		Net revenue
	2025	2024	2025	2024
	€m	€m	€m	€m
Ireland	364.4	397.6	269.5	284.8
Great Britain	1,624.5	1,602.7	1,375.5	1,346.6
International*	20.5	22.7	20.5	21.1
Total	2,009.4	2,023.0	1,665.5	1,652.5

* International as a geographic region consists of multiple countries that in aggregate represent 1% of Group revenue.

The geographical analysis of revenue and net revenue is based on the location of the

third-party customers.

(d) Geographical analysis of non-current assets

	Ireland	Great Britain	International	Total
At 28 February 2025	€m	€m	€m	€m
Property, plant and equipment	80.5	192.8	1.1	274.4
Goodwill and intangible assets	160.7	350.4	21.9	533.0
Equity accounted investments and financial assets	0.6	0.8	0.1	1.5
Total	241.8	544.0	23.1	808.9

	Ireland	Great Britain	International	Total
At 29 February 2024	€m	€m	€m	€m
Property, plant and equipment	77.3	168.3	2.1	247.7
Goodwill and intangible assets*	156.5	343.5	21.9	521.9
Equity accounted investments and financial assets	0.5	0.7	0.2	1.4
Total	234.3	512.5	24.2	771.0

* The goodwill impairment of €3.3m disclosed in Notes 5 and 16 is included in the Great Britain operating segment in the table above.

The geographical analysis of non-current assets, with the exception of goodwill and intangible

assets, is based on the geographical location of the assets. The geographical analysis of goodwill and

intangible assets is allocated based on the country of destination of origin.

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Financial Statements Additional InformationGovernance ReportStrategic Report

Notes forming part of the financial statements continued

2. Operating Costs

		2025			2024
	Before	Exceptional items		Before exceptional	Exceptional items
	exceptional items	(Note 5)	Total	items	(Note 5)	Total
Group	€m	€m	€m	€m	€m	€m
Raw material cost of goods sold/bought-in finished goods	1,282.1	–	1,282.1	1,271.4	–	1,271.4
Inventory write-down/(recovered) (Note 14)	(0.6)	–	(0.6)	–	0.2	0.2
Employee remuneration (Note 3)	156.2	7.8	164.0	161.5	5.0	166.5
Direct brand marketing	20.9	–	20.9	27.0	–	27.0
Other operating, selling and administration costs	95.0	17.5	112.5	96.5	14.2	110.7
Foreign exchange	(2.0)	–	(2.0)	0.2	–	0.2
Depreciation (Notes 11 and 19)	32.1	–	32.1	31.3	–	31.3
Amortisation (Note 12)	2.8	–	2.8	2.4	–	2.4
Auditor’s remuneration (see below)	2.0	1.7	3.7	1.8	–	1.8
Impairment of intangible assets (Note 12)	–	–	–	–	125.0	125.0
Impairment of property, plant and equipment (Note 11)	–	1.8	1.8	–	–	–
Impairment of right-of-use assets (Note 19)	–	2.5	2.5	–	–	–
Net loss on disposal of property, plant and equipment (Note 5)	0.1	–	0.1	–	–	–
Revaluation of property, plant and equipment (Note 11)	(0.2)	–	(0.2)	0.4	–	0.4
Total operating costs	1,588.4	31.3	1,619.7	1,592.5	144.4	1,736.9

Auditor’s remuneration

The remuneration of the Group’s statutory auditor, Ernst and Young, Chartered Accountants is as follows:

	2025	2024
	€m	€m
Audit of the Group financial statements	3.6	1.7
Non-audit services*	0.1	0.1
Total	3.7	1.8

* €106,000 of non-audit fees were paid to Group’s statutory auditor, Ernst and Young, Chartered Accountants during the current year which were in connection with limited assurance on climate-related matters and pensions advice. (FY2024: €116,000).

The audit fee for the audit of the financial statements of the Company was less than €0.1m in the current financial year (FY2024: less than €0.1m). Included within Audit of Group financial statements is €1.7m

which is included in risk management and control reviews in Exceptional Items in Note 5.

166

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

3. Employee Numbers and Remuneration Costs

The average number of persons employed by the Group (including Executive Directors) during the

year, analysed by category, was as follows:

	2025	2024
Group	Number	Number
Sales and marketing	434	448
Production and distribution	1,533	1,642
Administration	814	853
Total	2,781	2,943

The actual number of persons employed by the Group as at 28 February 2025 was 2,746 (FY2024: 2,937).

The aggregate remuneration costs of these employees can be analysed as follows:

	2025	2024
	€m	€m
Wages, salaries and other short-term employee benefits	136.1	141.3
Restructuring costs and termination benefits (Note 5)	7.8	5.0
Social welfare costs	13.9	13.1
Retirement benefits – defined benefit schemes (Note 23)	(0.9)	(1.4)
Retirement benefits – defined contribution schemes, including
related expenses	5.9	6.9
Equity settled share-based payments (Note 4)	0.7	0.9
Other non-equity settled share-based payments and PRSI accrued
with respect to share-based payments	0.5	0.7
Total	164.0	166.5

Directors’ remuneration

	2025	2024
	€m	€m
Directors’ remuneration (Note 29)	4.3	4.2

Further information relating to the Directors remuneration is set out in the Remuneration Committee

Report on pages 108 to 126.

4. Share-Based Payments

The Group has a number of employee equity-settled share-based payment schemes as set out below.

Executive Share Option Scheme

The Group has an established equity settled Executive Share Option Scheme (‘ESOS’) in place under

which options to purchase shares in C&C Group plc are granted to certain Executive Directors and

members of management. Under the terms of the scheme, the options are exercisable at the market

price prevailing at the date of the grant of the option, with vesting based on compound annual growth

in underlying EPS over the three-year performance period, commencing in the financial year when

the award was granted. Options were granted in June 2017 under this scheme, which achieved their

performance conditions and therefore vested in full. All outstanding options issued under this scheme

lapsed during the year ended 28 February 2025.

Long-Term Incentive Plan

The Group also has an established Long-Term Incentive Plan (‘LTIP’) under the terms of which options

to purchase shares in C&C Group plc are granted at nominal cost to certain Executive Directors

and members of management. Details of Directors’ awards are contained within the Directors’

Remuneration Committee Report. Threshold vesting in respect of any year will be no more than 25%,

but subject to the overriding three-year financial performance assessment. No award will vest until the

end of the full three-year performance period, and Executive Directors’ awards will then be subject to

a further two-year holding period. Participation is subject to the following vesting conditions:

	June and
	October 2022	June 2023	July 2024	January 2025
	awards	awards	awards	awards
	FY2023 –	FY2024 –	FY2025 –	FY2025 –
Performance period	FY2025	FY2026	FY2027	FY2028
Target weighting:
Earnings per share (‘EPS’)	45%	45%	45%	–
Free cash flow (‘FCF’)	35%	–	–	–
Total shareholder return (‘TSR’)	–	35%	35%	–
Share price growth	–	–	–	100%
Environmental	20%	20%	20%	–

The EPS target has a minimum and maximum threshold to be achieved by the end of the three-year

performance period.

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Notes forming part of the financial statements continued

4. Share-Based Payments (continued)

The FCF target is based on the Free Cash Flow Conversion ratio of the Group (excluding the impact

of exceptional items) with a minimum and maximum threshold to be achieved by the end of the year

three performance period, rather than as a cumulative target.

The Environmental target is based on reductions in Scope 1 and 2 emissions, with a minimum and

maximum threshold to be achieved over the three-year performance period.

The Share price growth target is based on the growth in the three-month average closing mid-market

share price between the announcement date and the third anniversary of the grant date, with a

minimum and maximum threshold to be achieved over the three-year performance period.

The TSR target is based on the change in Net Return Index over the three-year full performance

period, ranked against a comparator group, with a minimum threshold of median performance in the

comparator group and a maximum threshold of upper quartile performance in the comparator group.

Buy-Out Awards

Following the appointment of David Forde as Chief Executive Officer, the Group made an award of

842,636 shares to him on 3 November 2020 (‘Buy-Out Awards’). These shares were to compensate

him for remuneration which he forfeited from his previous employment upon joining the Group.

Reflecting the fact that the forfeited remuneration bought out was guaranteed cash-based

remuneration, the closing share price on the day before the date of grant was used to calculate the

number of shares to ensure the value was equal to the remuneration forfeited. The award vested

in respect of 50% of the shares in November 2022 (‘Buy-Out 1’) and 50% of the shares vested in

November 2023 (‘Buy-Out 2’) and all have been exercised.

Recruitment and Retention Plan

In June 2010, the Group established a Recruitment and Retention Plan (‘R&R’) under the terms of

which options to purchase shares in C&C Group plc at nominal cost are granted to certain members of

management, excluding Executive Directors.

The performance conditions and/or other terms and conditions for awards granted under this plan

are specifically approved by the Board of Directors at the time of each individual award, following

a recommendation by the Remuneration Committee. Performance conditions vary per award but

include some or all of the following conditions: continuous employment, performance targets linked to

the business unit to which the recipient is aligned, or a requirement to have a personal shareholding in

the Company at the end of the performance period.

Obligations arising under the Recruitment and Retention Plan will be satisfied by the purchase of

existing shares on the open market. Upon settlement, any difference between the amount included in

the share-based payment reserve account and the cash paid to purchase the shares is recognised in

retained income via the Statement of Changes in Equity.

Deferred Bonus Plan

The Group also has a Deferred Bonus Plan (‘DBP’) under the terms of which options to purchase

shares in C&C Group plc at nominal cost are granted to certain members of management. Awards

under this plan are subject to a continuous employment performance condition only. All of these

awards were exercised during the year ended 28 February 2025.

Partnership and Matching Share Schemes

In November 2011, the Group set up Partnership and Matching Share Schemes for all ROI and UK

based employees of the Group under the approved profit-sharing schemes referred to below. Under

these schemes, employees can invest in shares in C&C Group plc (partnership shares) that will be

matched on a 1:1 basis by the Company (matching shares) subject to tax authority approved limits.

Both the partnership and matching shares are held on behalf of the employee by the Scheme trustee,

MUFG Corporate Markets Limited. The shares are purchased on the open market on a monthly basis at

the market price prevailing at the date of purchase with any remaining cash amounts carried forward

and used in the next share purchase. The shares are held in trust for the participating employee, who

has full voting rights and dividend entitlements on both partnership and matching shares. Matching

shares may be forfeited and/or tax penalties may apply if the employee leaves the Group or removes

their partnership shares within the Revenue-stipulated vesting period. The Revenue stipulated vesting

period for matching shares awarded under the ROI scheme is three years and under the UK scheme is

up to five years.

The Group held 1,257,736 matching shares (2,514,685 partnership and matching) in trust at

28 February 2025 (FY2024: 1,151,959 matching shares (2,303,375 partnership and matching held)).

Award valuation

The fair values assigned to the equity settled awards granted were computed using the Black Scholes

option pricing model and Monte Carlo model. As per IFRS 2 Share-based Payment, non-market or

performance-related conditions were not taken into account in establishing the fair value of equity

instruments granted. Instead, these non-market vesting conditions are taken into account by adjusting

the number of equity instruments included in the measurement of the transaction amount so that

ultimately the amount recognised for time and services received as consideration for the equity

instruments granted is based on the number of equity instruments that eventually vest, unless the

failure to vest is due to failure to meet a market condition.

168

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

4. Share-Based Payments (continued)

The main assumptions used in the valuations for equity settled share-based payment awards granted

in the current and prior financial years were as follows:

			LTIP options
	LTIP options	LTIP options	granted
	granted	granted (ED	(Other	R&R options	LTIP options	R&R options
	January	Awards)	Awards)	granted	granted	granted
	2025	July 24	July 24	July 24	June 23	June 23
Fair value at date
of grant	€0.89	€1.54	€1.59	€1.86	€1.26	€1.12
Market value at date
of grant	€1.74	€1.92	€1.92	€1.92	€1.59	€1.59
Exercise price	–	–	–	–	–	–
Risk free interest rate	4.26%	4.00%	4.00%	4.35%	4.74%	4.74%
Expected volatility	31.0%	32.1%	32.1%	26.1%	39.0%	39.0%
Expected term until exercise
(years)	3.0	2.6	2.6	1.0	3.0	3.0
Dividend yield	–	–	–	3.1%	–	4.2%

Expected volatility is calculated by reference to historic share price movements prior to the date of grant over

a period of time commensurate with the expected term until exercise. The dividends which would be paid on a

share reduces the fair value of an award since, in not owning the underlying shares, a recipient does not receive

the dividend income on these shares. For the LTIP award, the participants are entitled to receive dividends, and

therefore the dividend yield has been set to zero to reflect this.

Details of the share entitlements and share options granted under these schemes at 28 February 2025,

together with the share option expense for the year ended 28 February 2025 and 29 February 2024

respectively, are as follows:

		Weighted
	Weighted	average			Income	Income
	average	remaining			Statement	Statement
	vesting	contractual	Ordinary		expense	expense
	period	life	shares	Grant price	2025	2024
	(years)	(years)	options	€	€m	€m
Long-Term Incentive Plan	2.8	1.1	5,706,434	–	0.5	0.7
Buy-Out Award	–	–	–	–	–	0.2
Recruitment and Retention Plan	1.4	0.3	389,276	–	0.2	–
			6,095,710		0.7	0.9
Partnership and Matching
Share Schemes					0.5	0.5

A summary of activity under the Group’s equity settled share option schemes with the weighted

average exercise price of the share options is as follows:

	2025			2024 (Restated)*
		Weighted
		average exercise		Weighted average
	Ordinary Shares	price	Ordinary Shares	exercise price
	options	€	options	€
Outstanding at beginning of year	5,069,162	0.09	4,441,467	0.11
Granted	2,596,315	–	1,885,493
Exercised	(857,285)	–	(809,569)
Forfeited/lapsed*	(712,482)	–	(448,229)
Outstanding at end of year**	6,095,710	–	5,069,162	0.09

* The movements in the Ordinary Shares options for the year ended 29 February 2024 have been restated to include all awards, including those

previously excluded on the basis that they were not deemed to be capable of achieving their performance conditions as at 29 February 2024, to align

the reporting of Ordinary Shares options with the Directors’ Remuneration Committee Report.

** All outstanding awards remaining at 28 February 2025 are nominal cost options

The aggregate number of share options exercisable at 28 February 2025 was 666,739

(FY2024: 1,096,103).

The weighted average market share price at date of exercise of all share options exercised during the

year was £1.58 or €1.88 Euro equivalent (FY2024: £1.43 or €1.65 Euro equivalent).

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Notes forming part of the financial statements continued

5. Exceptional Items

	2025	2024
Group	€m	€m
Restructuring costs (a)	(23.8)	(4.5)
Risk management and control reviews (b)	(6.1)	–
Director settlement arrangements (c)	(1.8)	(2.0)
Bittersweet cider apple contracts (d)	0.3	(1.1)
Impairment of goodwill (e)	–	(125.0)
ERP implementation costs (f)	0.1	(10.4)
Deposit Return Scheme costs (g)	–	(1.4)
Operating profit/(loss) exceptional items	(31.3)	(144.4)
Impairment of assets held for sale (h)	–	(3.3)
Vermont promissory note (i)	(4.5)	–
Net loss on disposal ( j)	(0.1)	–
Finance income (i)	–	0.2
Finance expense (i)	(0.4)	(2.9)
Included in profit/(loss) before tax	(36.3)	(150.4)
Income tax credit (k)	5.1	5.0
Included in profit/(loss) after tax	(31.2)	(145.4)

Details of the exceptional items are as follows:

(a) Restructuring costs: In FY2025 the Group commenced a number of strategic initiatives to

realign support functions and optimise organisational structures to more efficiently support

the business operations. The overall objective of the strategic initiatives is to reduce costs and

drive efficiency improvements across the operating model and enhance the future growth of the

business. During FY2025 the Group incurred costs of €23.8m (2024: €4.5m) primarily related to

the following:

• €11.7m (FY2024: €1.2m) related to the continued rationalisation of the Group’s depot and

distribution operations, reflecting redundancy costs and other onerous costs with respect of

the closure of Newbridge, Crayford and Borrisoleigh depots in Edinburgh, London and Tipperary

respectively. The Group also incurred further closure costs related to the Shepton Mallet site

near Bristol and additionally exited their depot facility at Park Royal in London and transferred

the related assets and operations to the new Orbital West London facility.

• €11.6m (FY2024: €3.3m) related to the ongoing strategic review of the Group’s commercial,

supply and head office functions to optimise organisational design of the business and enable

a more efficient and robust governance and reporting structure moving forward. This charge

primarily reflects costs associated with implementing and embedding transformation process

improvements and related redundancy costs. The Group also reflected onerous costs associated

with the closure of its Regents Park Office in London.

• €0.5m (FY2024: €nil) of brand development costs relating to the Group’s strategic vision

for cider, including the relaunch of the Magners brand following the agreement with BBG to

reassume control and distribution of Magners and the wider cider portfolio in Great Britain as of

1 January 2025.

• €17.7m (2024: €4.4m) of these costs were cash settled in the current financial period.

(b) Risk management and control reviews: During FY2025, the Group incurred costs of €6.1m

associated with the control issues notified to the market on 7 June 2024 which caused the

Group to defer publication of its FY2024 annual results. This costs primarily related to legal and

professional costs associated with internal and external reviews into the issues, additional audit

and accounting fees, retention costs for key personnel and external accounting support costs.

Cash spend in the current financial period totalled €6.1m in respect of these costs.

legal and other related costs were incurred relating to the Group’s Directors, including €1.4m

in respect of the Group’s former CEO, Patrick McMahon and an amount in respect of other

members of the senior leadership team. In FY2024, the director settlement arrangement was in

respect of the Group’s former CEO David Forde.

Cash spend in the current financial period totalled €1.4m (FY2024: €2.0m) in respect of

these costs.

(d) Bittersweet cider apple contracts: Following the significant alcohol duty reforms in the UK

during FY2024, the Group reassessed its bittersweet cider apple requirements resulting in a

€0.3m apple concentrate inventory impairment and accrual of €0.8m of costs associated with

the exit of surplus apple supply arrangements. During FY2025, the Group recognised a net gain in

respect of the disposal of excess apple inventory of €0.3m.

170

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

5. Exceptional Items (continued)

(e) Impairment of goodwill: In FY2024, a non-cash impairment charge of €125.0m was recognised

in respect of the C&C Brands cash-generating unit reflecting challenging trading conditions in

the UK cider market. During FY2025, C&C management announced a new strategic vision for

cider, including the relaunch of the Magners brand.

(f) ERP implementation costs: In 2023, the Group undertook a strategic project to introduce a new

and complex enterprise resource planning (‘ERP’) system in the MCB business in Great Britain.

The implementation took longer and was significantly more challenging and disruptive than

originally envisaged, with a consequent material impact on service and profitability within MCB. In

total, a cash cost of €10.4m was incurred during FY2024 to restore service levels to normal.

(g) Deposit Return Scheme costs: During FY2024, the Group wrote off balances paid during the

year associated with the Deposit Return Scheme (‘DRS’) in Scotland following the announcement

by the Scottish Government in June 2023 that the scheme would be delayed until at least October

2025. The Group also incurred and paid additional one-off packaging and marketing related costs

following the introduction of the DRS in Ireland during FY2024.

(h) Impairment of assets held for sale: Following a reassessment of the Group’s supply and logistics

operations for raw materials inputs, the Group classified its Portuguese businesses, which

produced fruit concentrates, as a disposal group held for sale as at 29 February 2024. The results

for the year ended 29 February 2024 included a non-cash goodwill write-off of €3.3m recognised

in respect of the re-measurement of the fair values of the disposal group. The transaction

completed on 6 November 2024 and a loss on disposal of €0.9m was recognised for the year

ended 28 February 2025 as set out in ( j) below.

(i) Vermont promissory note: During FY2025, the Group recognised a provision of €4.5m against

the outstanding promissory note receivable on the disposal of the Group’s subsidiary Vermont

Hard Cider Company in 2022.

Finance income: During FY2024, the Group earned finance income of €0.2m relating to the

promissory notes issued as part of the disposal of the Group’s subsidiary Vermont Hard Cider

Company in FY2022.

Finance expense: The Group provided for finance expenses of €0.4m relating to the interest

income receivable on the promissory notes referenced above.

In FY2024 the group incurred finance expense of €2.9m primarily related to financing charges

associated with increased utilisation of the Group’s debtor securitisation facility to meet working

capital requirements arising from the ERP system implementation disruption (see Note (f)

above); and interest on lease liabilities arising from supply-chain restructuring activity undertaken

(see Note (a) above).

( j) Net loss on disposal: Net loss on disposal includes a loss of €0.9m from the sale of the Group’s

Portuguese businesses (see(h) above and Note 10) including legal costs of €0.1m, a gain of €0.4m

on the disposal of the Group’s 50% investment in joint venture entity Beck & Scott (Services) Ltd

and a gain of €0.4m on the remeasurement of the existing interest of 49% in the joint venture

entity Drygate Brewing Company Ltd.

(k) Income tax credit: The tax credit in the current financial year, with respect to the above

exceptional items, amounted to a credit of €5.1m (FY2024: €5.0m credit).

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Notes forming part of the financial statements continued

6. Finance Income and Expense

	2025	2024
Group	€m	€m
Finance expense:
Interest expense on borrowings	(11.9)	(11.6)
Other finance expense*	(5.1)	(5.8)
Interest on lease liabilities (Note 19)	(7.0)	(4.0)
Total finance expense before exceptional items	(24.0)	(21.4)
Exceptional finance expense:
Interest expense on borrowings	(0.4)	(2.1)
Interest on lease liabilities (Note 19)	–	(0.8)
Total exceptional finance expense	(0.4)	(2.9)
Total finance expenses	(24.4)	(24.3)
Finance income:
Interest income	2.7	0.2
Total finance income before exceptional items	2.7	0.2
Exceptional finance income:
Interest income	–	0.2
Total exceptional finance income	–	0.2
Total finance income	2.7	0.4

* Other finance expense includes debtor securitisation costs of €4.6m (FY2024 €5.0m) .

7. Income Tax

a) Analysis of expense in year recognised in the Income Statement

	2025	2024
Group	€m	€m
Current tax:
Irish corporation tax	3.2	2.1
Foreign corporation tax	(0.7)	(0.2)
Adjustments in respect of previous years	(3.2)	0.7
Total current tax (credit)/charge	(0.7)	2.6
Deferred tax:
Irish	0.5	0.6
Foreign	3.0	(0.7)
Adjustments in respect of previous years	3.2	(0.6)
Rate change impact	–	–
Total deferred tax charge/(credit)	6.7	(0.7)
Total income tax expense recognised in the Income Statement	6.0	1.9
Relating to continuing operations
– continuing operations before exceptional items	11.1	6.9
– continuing operations exceptional items	(5.1)	(5.0)
Total income tax expense recognised in the Income Statement	6.0	1.9

The tax assessed for the year is different from that calculated at the standard rate of corporation tax in

the Republic of Ireland, as explained below:

	2025	2024
	€m	€m
Profit/(loss) before tax	19.6	(111.6)
Tax at standard rate of corporation tax in the Republic of Ireland of 12.5%	2.4	(14.0)
Actual tax expense is affected by the following:
Expenses not deductible for tax purposes*	3.0	17.7
Adjustments in respect of prior years	–	0.1
Income taxed at rates other than the standard rate of tax	2.2	1.0
Other	(1.4)	(2.4)
Recognition of deferred tax assets	(0.2)	(0.5)
Total income tax expense recognised in the Income Statement	6.0	1.9

* Included within expenses not deductible for tax purposes in FY2024 is the €125m goodwill impairment of C&C Brands (see Note 12) .

172

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

7. Income Tax (continued)

b) Deferred tax recognised directly in Other Comprehensive Income

	2025	2024
	€m	€m
Deferred tax arising on revaluation of property, plant and machinery
reflected in revaluation reserve	0.2	0.2
Deferred tax arising on movement of retirement benefits	(0.8)	(1.4)
Total deferred tax credit	(0.6)	(1.2)

c) Factors that may affect future charges

Future income tax charges may be impacted by changes to the corporation tax rates and/or changes

to corporation tax legislation in force in the jurisdictions in which the Group operates. Changes in the

geographical mix of future earnings will also impact the total tax charge.

The Organisation for Economic Co-operation and Development (OECD)/G20 Inclusive Framework

on Base Erosion and Profit Shifting published the Pillar Two model rules designed to address the tax

challenges arising from the digitalisation of the global economy. The legislation has been effective for

the Group’s current financial year beginning 1 March 2024. The Government of Ireland, the jurisdiction

in which C&C Group plc is incorporated, transposed the Global Minimum Tax Pillar Two rules into

domestic legislation as part of the Finance (No. 2) Act 2023 (the ‘Finance Act’). The Finance Act closely

follows the EU Minimum Tax Directive and OECD Guidance released to date. The objective of these

complex rules is to achieve minimum effective tax rates of 15% globally.

C&C Group plc, the ultimate parent company of the Group, will be required to pay to the Irish tax

authorities top-up tax on the profits of its subsidiaries with an effective tax rate of less than 15% for

each jurisdiction in which the Group operates. Alternatively, it can elect to rely on safe harbour criteria

to exclude qualifying subsidiaries.

No current tax income or expense related to Pillar Two income taxes was recognised in the tax charge

for the year ended 28 February 2025 (FY2024: €nil). The Group is continuing to assess the impact of

the Pillar Two income taxes legislation on its future financial performance.

8. Dividends

	2025	2024
Group	€m	€m
Declared during the financial year:
Final dividend for the year ended 29 February 2024: 3.97 cent per share
(FY2024: 3.79 cent per share)	15.3	14.9
Interim dividend at 31 August 2024: 2.00 cent per share
(FY2024: 1.89 cent per share)	7.6	7.5
Total equity dividends	22.9	22.4
Settled as follows:
Paid in cash	22.9	22.3
Accrued with respect to LTIP dividend entitlements	–	0.1
Total equity dividends	22.9	22.4
Proposed after the end of the year and not recognised as a liability
Final dividend for the year ended 28 February 2025: 4. 13 cent per share
(FY2024: 3.97 cent per share)	15.8	13.4

In order to achieve better alignment of the interest of share-based remuneration award recipients

with the interests of Shareholders, Shareholder approval was given at the 2012 AGM to a proposal that

awards made and that vest under the LTIP incentive programme should reflect the equivalent value to

that which accrues to Shareholders by way of dividends during the vesting period. The Deferred Bonus

Plan and the Buy-Out Awards also accrue dividends during the vesting period.

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Notes forming part of the financial statements continued

9. Earnings Per Share

	2025	2024
Group	Millions	Millions
Weighted average number of shares for basic earnings per share	383.1	391.1
Adjustment for the effect of conversion of options	2.5	2.5
Weighted average number of shares for diluted earnings per share	385.6	393.6

	2025	2024
	€m	€m
Group profit/(loss) for the financial year	13.6	(113.5)
Adjustment for exceptional items, net of tax (Note 5)	31.2	145.4
Earnings as adjusted for exceptional items, net of tax	44.8	31.9

	2025	2024
	Cents	Cents
Basic earnings per share:
Basic earnings/(losses) per share	3.5	(29.0)
Adjusted basic earnings per share	11.7	8.1

	2025	2024
	Cents	Cents
Diluted earnings per share:
Diluted earnings/(losses) per share	3.5	(29.0)
Adjusted diluted earnings per share	11.6	8.1

Employee share awards (excluding awards which were granted under plans where the rules

stipulate that obligations must be satisfied by the purchase of existing shares (Note 4)), which are

performance-based are treated as contingently issuable shares because their issue is contingent upon

satisfaction of specified performance conditions in addition to the passage of time. In accordance with

IAS 33 Earnings per Share, these contingently issuable shares are excluded from the computation of

diluted earnings per share where the vesting conditions would not have been satisfied as at the end of

the reporting period (FY2025: nil, FY2024: 1,704,067). If dilutive other contingently issuable Ordinary

Shares are included in diluted EPS based on the number of shares that would be issuable if the end of

the reporting period was the end of the contingency period.

10. Acquisitions and Disposal

Acquisition

On 27 February 2025, the Group acquired an additional 51% interest in Drygate Brewing Company

Limited (‘Drygate Brewing’), having previously held a 49% interest. Drygate Brewing was previously

accounted for as a joint venture (see Note 13). The primary reason for acquiring the business was to

enhance the Group’s range of fast-growing, premium and craft beers. The results of the acquired

entity will be consolidated in the Group’s income statement from 1 March 2025.

The total consideration paid by the Group for Drygate Brewing was €0.9m, comprising €0.4m for

the Group’s existing 49% equity interest and €0.5m for the additional 51% equity interest. A gain of

€0.4m has been recognised in Net loss on Subsidiary disposal on the remeasurement of the Group’s

49% existing investment in joint venture entity Drygate Brewing.

The acquisition date fair values of the assets and liabilities acquired are as set out in the table below.

These values are provisional and maybe subject to change following finalisation of the purchase price

allocation (‘PPA’) procedures.

	€m
Identifiable intangible assets: Acquired brands (Note 12)	0.6
Property, plant and equipment (Note 11)	1.8
Inventories	0.1
Trade and other receivables	0.8
Deferred tax liabilities (Note 22)	(0.3)
Trade and other payables	(3.3)
Net identifiable liabilities acquired	(0.3)
Goodwill (Note 12)	1.2
Total consideration*	0.9

* The total consideration paid by the Group for Drygate Brewing was €0.9m, comprising €0.4m for the Group’s existing 49% equity interest and

€0.5m for the additional 51% equity interest. This was a non cash transaction.

The fair value of trade and other receivables and other classes of assets and their gross contractual

amount are the same.

The goodwill arising on acquisition is principally related to the synergies expected to arise following the

integration of the Drygate business including operational cost rationalisation and revenue synergies

driven by the Group’s large premium brands portfolio and wide distribution network.

174

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

10. Acquisitions and Disposal (continued)

Disposals

Following a reassessment of the Group’s supply and logistics operations for raw materials inputs, the

Group classified its Portuguese businesses, which produce fruit concentrates, as a disposal group held

for sale as at 29 February 2024 (see Note 16). The sale agreement was signed on 18 July 2024 and was

approved by the Portuguese Competition Authority on 4 October 2024. The transaction completed

on 6 November 2024 and a loss on disposal of €0.9m was recognised for the year ended 28 February

2025 as set out below.

	2025
	€m
Property, plant and equipment	(4.7)
Inventories	(0.3)
Trade and other receivables	(2.9)
Cash and cash equivalents	(0.4)
Trade and other payables	4.8
Current income tax liabilities	0.2
Deferred tax liabilities	0.2
Net assets disposed	(3.1)
Costs of disposal	(0.1)
Cash proceeds	2.3
Loss on disposal	(0.9)

On 4 February 2025 the Group also completed its disposal of its 50% shareholding in Beck & Scott

(Services) Ltd for proceeds of €0.4m. The gain on disposal was €0.4m.

The above are included in the Group’s Net loss on disposal of €0.1m as included in exceptional costs for

the year (see Note 5).

11. Property, Plant and Equipment

	Freehold land and	Plant and	Motor vehicles and
	buildings	machinery	other equipment	Total
Group	€m	€m	€m	€m
Cost or valuation
At 28 February 2023	93.0	220.7	63.3	377.0
Translation adjustment	1.4	1.8	0.6	3.8
Additions	3.4	4.6	5.8	13.8
Assets held for sale (Note 16)	(3.2)	(6.8)	–	(10.0)
Disposals	–	(2.0)	(0.2)	(2.2)
Impairment	–	–	(0.4)	(0.4)
Revaluation of property, plant and machinery	1.0	(0.4)	–	0.6
At 29 February 2024	95.6	217.9	69.1	382.6
Translation adjustment	2.0	3.0	1.3	6.3
Additions	3.5	8.7	4.3	16.5
Acquisition of subsidiary (Note 10)	–	1.8	–	1.8
Assets held for sale (Note 16)	–	(3.1)	–	(3.1)
Disposals	(0.9)	(0.7)	(1.6)	(3.2)
Impairment	(1.8)	–	–	(1.8)
Revaluation of property, plant and machinery	2.7	(0.7)	–	2.0
At 28 February 2025	101.1	226.9	73.1	401.1
Accumulated depreciation
At 28 February 2023	21.9	154.4	53.1	229.4
Translation adjustment	0.4	0.9	0.5	1.8
Assets held for sale (Note 16)	(0.8)	(4.0)	–	(4.8)
Disposals	–	(1.9)	–	(1.9)
Charge for the year	1.5	6.1	2.8	10.4
At 29 February 2024	23.0	155.5	56.4	234.9
Translation adjustment	0.4	1.7	0.9	3.0
Assets held for sale (Note 16)	–	(2.0)	–	(2.0)
Disposals	(1.6)	(0.7)	(0.9)	(3.2)
Charge for the year	2.9	4.5	4.2	11.6
At 28 February 2025	24.7	159.0	60.6	244.3
Net book value
At 28 February 2025	76.4	67.9	12.5	156.8
At 29 February 2024	72.6	62.4	12.7	147.7

175

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Notes forming part of the financial statements continued

11. Property, Plant and Equipment (continued)

Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant

and equipment:

	2025	2024
	€m	€m
Property, plant and equipment	156.8	147.7
Right-of-use assets (Note 19)	117.6	100.0
Total	274.4	247.7

No depreciation is charged on freehold land which had a book value of €16.3m at 28 February 2025

(FY2024: €16.3m).

Valuation of freehold land and buildings and plant and machinery – 28 February 2025

In the current financial year, the Group engaged the Real Estate and Capital Equipment Valuation

team of PricewaterhouseCoopers LLP to value the Group’s freehold land and buildings and plant and

machinery at the Group’s manufacturing facilities in Clonmel (Tipperary) and Wellpark (Glasgow). The

valuers are members of the Royal Institution of Chartered Surveyors with experience of undertaking

property, plant and equipment valuations on a global basis.

For specialised assets, comprising the production facilities at Clonmel and Wellpark Brewery, the

Depreciated Replacement Cost approach was applied to value land and buildings. The Depreciated

Replacement Cost approach was also used to derive fair value for the plant and machinery at the

Group’s manufacturing facilities given their specialised nature.

The result of these external valuations, as at 28 February 2025, was an increase in the value to freehold

land and buildings of €2.7m of which €0.9m was credited to the Income Statement and €1.8m was

credited to Other Comprehensive Income. Additionally, there was a decrease in the value of plant and

machinery of €0.7m of which €0.7m was charged to the Income Statement and €Nil was charged to

Other Comprehensive Income.

Additionally, the Group recognised an impairment charge of €1.8m in respect of assets previously

capitalised as part of the Newbridge depot in Edinburgh. Operations at this location were discontinued

in June 2024 as part of the continued rationalisation of the Group’s depot and distribution operations

and these assets are considered to be fully impaired at 28 February 2025. This charge has been

recognised in exceptional costs during the period (see Note 5 for further details).

For all other items of land and buildings and plant and machinery the Group completed an internal

assessment of the appropriateness of their carrying value. Assisted by a market overview provided by

the valuation team from PricewaterhouseCoopers LLP, with respect to the geographic locations of the

Group’s assets, the Group concluded that the carrying value was appropriate at 28 February 2025 and

no adjustment was recorded in this regard.

Valuation of freehold land and buildings and plant and machinery – 29 February 2024

In the prior financial year, the Group engaged the Real Estate and Capital Equipment Valuation team

of PricewaterhouseCoopers LLP to value the Group’s freehold land and buildings and plant and

machinery at the Group’s manufacturing facilities in Clonmel (Tipperary), Wellpark (Glasgow) and

the Group’s facility in Castel Branco in Portugal. The valuers are members of the Royal Institution of

Chartered Surveyors with experience of undertaking property, plant and equipment valuations on a

global basis.

For specialised assets, comprising the production facilities at Clonmel, Wellpark Brewery and Portugal,

the Depreciated Replacement Cost approach was applied to value land and buildings. The Depreciated

Replacement Cost approach was also used to derive fair value for the plant and machinery at the

Group’s manufacturing facilities given their specialised nature.

The result of these external valuations, as at 29 February 2024, was an increase in the value of freehold

land and buildings of €1.0m of which€0.5m was credited to the Income Statement and €0.5m was

credited to Other Comprehensive Income. Additionally, there was a decrease in the value of plant and

machinery of €0.4m of which €0.1m was charged to the Income Statement and €0.3m was charged

to Other Comprehensive Income.

For all other items of land and buildings and plant and machinery the Group completed an internal

assessment of the appropriateness of their carrying value. Assisted by a market overview provided by

the valuation team from PricewaterhouseCoopers LLP, with respect to the geographic locations of the

Group’s assets, the Group concluded that the carrying value was appropriate at 29 February 2024 and

no adjustment was recorded in this regard.

176

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

11. Property, Plant and Equipment (continued)

	Freehold land and	Plant and	Motor vehicles and
	buildings	machinery	other equipment	Total
	€m	€m	€m	€m
Net book value
(excluding right-of-use assets)
Carrying value at 28 February 2025
post revaluation	76.4	67.9	12.5	156.8
Carrying value at 28 February 2025
pre revaluation	73.7	68.6	12.5	154.8
Gain/(loss) on revaluation	2.7	(0.7)	–	2.0
28 February 2025 classified within:
Income statement				0.2
Other Comprehensive Income				1.8
Net book value
(excluding right-of-use assets)
Carrying value at 29 February 2024
post revaluation	72.6	62.4	12.7	147.7
Carrying value at 29 February 2024 pre
revaluation	71.6	62.8	12.7	147.1
Gain/(loss) on revaluation	1.0	(0.4)	–	0.6
29 February 2024 classified within:
Income statement				0.4
Other Comprehensive Income				0.2

Fair value hierarchy

The valuations of freehold land and buildings and plant and machinery, excluding right-of-use assets,

are derived using data from sources which are not widely available to the public and involve a degree

of judgement. For these reasons, the valuations of the Group’s freehold land and buildings and

plant and machinery are classified as ‘Level 3’ as defined by IFRS 13 Fair Value Measurement, and

as illustrated below:

			Significant	Significant
	Carrying	Quoted prices	observable	unobservable
	amount	Level 1	Level 2	Level 3
	€m	€m	€m	€m
Recurring measurements
Freehold land and buildings measured
at market value	16.9	–	–	16.9
Freehold land and buildings measured
at Depreciated Replacement Cost	59.3	–	–	59.3
Plant and machinery measured at Depreciated Replacement Cost	68.1	–	–	68.1
At 28 February 2025	144.3	–	–	144.3

			Significant	Significant
	Carrying	Quoted prices	observable	unobservable
	amount	Level 1	Level 2	Level 3
	€m	€m	€m	€m
Recurring measurements
Freehold land and buildings measured
at market value	13.5	–	–	13.5
Freehold land and buildings measured
at Depreciated Replacement Cost	59.1	–	–	59.1
Plant and machinery measured at Depreciated Replacement Cost	62.4	–	–	62.4
At 29 February 2024	135.0	–	–	135.0

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Notes forming part of the financial statements continued

11. Property, Plant and Equipment (continued)

Measurement techniques

The Group used the following techniques to determine the fair value measurements categorised

in Level 3:

• The Group’s depots are valued using a market value approach. The market value is the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

• The Group’s specialised assets such as the production facilities at Clonmel and Wellpark are valued

using the Depreciated Replacement Cost approach. The Group sold its production facilities in

Portugal during the period. Depreciated Replacement Cost is assessed, firstly, by the identification

of the gross replacement cost for each class of asset at each of the Group’s plants. A depreciation

factor derived from both the physical and functional obsolescence of each class of asset, taking

into account estimated residual values at the end of the life of each class of asset, is then applied

to the gross replacement cost to determine the net replacement cost. An economic obsolescence

factor, which is derived based on current and anticipated capacity or utilisation of each plant and

machinery asset, at each of the Group’s plants, as a function of total available production capacity, is

applied to determine the Depreciated Replacement Cost.

Unobservable inputs

The significant unobservable inputs used in the market value measurement of land and buildings is

as follows:

				Relationship of
	Significant	Range of unobservable	Range of unobservable	unobservable inputs to
Valuation technique	unobservable inputs	inputs – Land (‘000)	inputs – Buildings	fair value
Comparable	Price per square			The higher the price
market	foot/acre			per square foot/
transactions				acre, the higher the
				fair value
	Republic of Ireland	€50 – €150	€47 – €1,256
		(FY2024:	(FY2024:
		€50 – €150)	€45 – €1,273) per
		per hectare	square metre
	United Kingdom	£150 – £250	£239 – £1,669
		(FY2024: £150 –	(FY2024: £246
		£250) per acre	–£1,651)
			per square metre

The significant unobservable inputs used in the Depreciated Replacement Cost measurement of

freehold land and buildings and plant and machinery are as follows:

Gross replacement cost adjustment	Increase in gross replacement cost ranging from
	0% to 14% (FY2024: 0% to 7%)
Economic obsolescence adjustment factor	Economic obsolescence, considered on an asset-
	by-asset basis, for each plant, ranging from 0% to
	20% (FY2024: 0% to 20%).
	The weighted average obsolescence factor by site
	is as follows:
	•	Cidery, Ireland – 20% (FY2024: 20%)
	•	Brewery Scotland – 3% (FY2024: 3%)
	•	Cidery, Portugal – n/a (FY2024: 0%)
Physical and functional obsolescence	Adjustment for changes to physical and functional
adjustment factor	obsolescence ranging from 65% to 70% (FY2024:
	65% to 87%)

The carrying value of depot freehold land and buildings would increase/(decrease) by €0.8m (FY2024:

€0.6m) if the comparable open market value increased/(decreased) by 5%.

The carrying value of freehold land and buildings which is valued on the Depreciated Replacement

Cost basis, would increase by €0.5m (FY2024: €2.3m) if the economic obsolescence adjustment

factor was decreased by 5%. If the economic obsolescence adjustment increased by 5% the value

would decrease by €0.5m (FY2024: €2.3m). The estimated carrying value of the same land and

buildings would increase/(decrease) by €1.1m (FY2024: €1.1m) if the gross replacement cost was

increased/(decreased) by 2%.

The carrying value of plant and machinery in the Group, which is valued on the Depreciated

Replacement Cost basis, would increase by €3.2m (FY2024: €3.1m) if the economic obsolescence

adjustment factor was decreased by 5%. If the economic obsolescence adjustment increased by 5%

the value would decrease by €3.3m (FY2024: €3.1m). If the gross replacement cost was increased by

2% the carrying value of the Group’s plant and machinery would increase by €1.0m (FY2024: €0.8m).

If the gross replacement cost decreased by 2% the carrying value of the Group’s plant and machinery

would decrease by €1.0m (FY2024: €1.3m).

Company

The Company has no property, plant and equipment.

178

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

12. Goodwill and Intangible Assets

			Other intangible
	Goodwill	Brands	assets	Total
Group	€m	€m	€m	€m
Cost
At 28 February 2023	598.6	321.1	46.3	966.0
Additions	–	–	1.9	1.9
Impairment of assets held for sale
(Note 5)	(3.3)	–	–	(3.3)
Translation adjustment	3.7	2.5	0.4	6.6
At 29 February 2024	599.0	323.6	48.6	971.2
Additions	1.2	0.6	1.9	3.7
Translation adjustment	5.9	3.8	0.5	10.2
At 28 February 2025	606.1	328.0	51.0	985.1
Amortisation and impairment
At 28 February 2023	76.2	214.6	31.1	321.9
Impairment charge for the year	125.0	–	–	125.0
Amortisation charge for the year	–	–	2.4	2.4
At 29 February 2024	201.2	214.6	33.5	449.3
Amortisation charge for the year	–	–	2.8	2.8
At 28 February 2025	201.2	214.6	36.3	452.1
Net book value
At 28 February 2025	404.9	113.4	14.7	533.0
At 29 February 2024	397.8	109.0	15.1	521.9

Goodwill

Goodwill that arose on the acquisition of businesses and represents the synergies arising from cost

savings and the opportunity to utilise the extended distribution network of the Group to leverage the

marketing of acquired products. All goodwill is regarded as having an indefinite life and is not subject

to amortisation under IFRS but is subject to annual impairment testing.

In line with IAS 36: Impairment of Assets goodwill is allocated to each cash-generating unit which is

expected to benefit from the combination synergies. These cash-generating units are then combined

into groups of CGUs that reflect the way that the Group manages its operations, which represent the

lowest level within the Group at which goodwill is monitored for internal management purposes.

Following a change in executive leadership and realignment of business strategy, which was effective

from 1 March 2024, the Group changed its operating segments from a geographic basis to one based

on business operations as set out in Note 1. The change also impacted the groups of CGUs at which

goodwill is monitored for internal management purposes. The groups of CGUs at which goodwill is

now monitored for internal management purposes during the year ended 28 February 2025 was

changed to the following:

Group of cash-generating units	Operating segment
Cider	Branded
Tennent’s	Branded
Ireland	Distribution
MCB	Distribution
Export	Distribution

As a result, the previously reported amounts of goodwill attributed to the groups of CGUs identified

under IAS 36 at 29 February 2024 needed to be allocated to the newly identified groups of CGUs at

1 March 2024 in accordance with IAS 36.

Where a direct relationship between previously reported group of CGUs and one of the new groups

of CGUs existed, the previously reported amount of goodwill was allocated to the new group of CGUs.

Where no such direct relationship existed, such as in the case of the previously reported Ireland and

Scotland CGUs, the goodwill relating to the previously reported group of CGUs was allocated to the

new group of CGUs based on the relative values of the businesses within each former group of CGUs,

determined using the value-in-use calculations performed as part of the Group’s goodwill impairment

review performed at 29 February 2024.

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Notes forming part of the financial statements continued

12. Goodwill and Intangible Assets (continued)

The table below shows the impact of the reallocation of goodwill between that attributed to the CGUs

identified under IAS 36 at 29 February 2024 and the new CGUs identified following the change in

executive leadership and realignment of business strategy on 1 March 2024:

	Goodwill by Group of CGUs at 29/2/24				Goodwill by Group of CGUs at 1/3/24
		Cider	Tennent’s	Ireland	MCB	Export
	As reported	(Branded)	(Branded)	(Distribution)	(Distribution)	(Distribution)
	€m	€m	€m	€m	€m	€m
Ireland	154.5	117.4	16.2	20.9	–	–
Scotland	59.8	13.1	46.7	–	–	–
C&C Brands	55.8	55.8	–	–	–	–
MCB	105.8	–	–	–	105.8	–
North America	9.1	–	–	–	–	9.1
Export	12.8	–	–	–	–	12.8
Total	397.8	186.3	62.9	20.9	105.8	21.9

Brands

Brands are expected to generate positive cash flows for as long as the Group owns the brands and

have been assigned indefinite lives and are subject to annual impairment testing.

Capitalised brands include the Tennent’s beer brands and the Gaymers cider brands acquired during

FY2010, Waverley wine brands acquired during FY2013 and the Matthew Clark and Bibendum brands

acquired during FY2019. The Tennent’s, Gaymers and Matthew Clark and Bibendum brands were

valued at fair value on the date of acquisition in accordance with the requirements of IFRS 3 Business

Combinations by independent professional valuers. The Waverley wine brands were valued at cost.

The carrying value of brands includes €78.0m (FY2024: €74.7m) in the Tennent’s (Branded) CGU,

€17.7m (FY2024: €17.1m) in the Cider (Branded) CGU and €17.7m (FY2024: €17.2m) in the MCB

(Distribution) CGU. All of the Groups’ brands are located in Great Britain, based on the country of

destination of sales. There are no changes from last year to the CGUs at which the indefinite life

intangible assets are tested for impairment.

The brands are protected by trademarks, which are renewable indefinitely in all major markets

where they are sold, and it is the Group’s policy to support them with the appropriate level of brand

advertising. In addition, there are not believed to be any legal, regulatory or contractual provisions that

limit the useful lives of these brands. Accordingly, the Directors believe that it is appropriate that the

brands be treated as having indefinite lives for accounting purposes.

No intangible assets were acquired by way of government grant. There are no title restrictions on

any of the capitalised intangible assets and no intangible assets are pledged as security. There are no

contractual commitments in relation to the acquisition of intangible assets at year end.

Other intangible assets

Other intangible assets comprise the fair value of trade relationships acquired as part of the acquisition

of Matthew Clark and Bibendum in FY2019, trade relationships acquired as part of the acquisition of

TCB Wholesale during FY2015, the Gleeson trade relationships acquired during FY2014 and 20-year

distribution rights for third-party beer products acquired as part of the acquisition of the Tennent’s

business during FY2010. These were valued at fair value on the date of acquisition in accordance with

the requirements of IFRS 3 Business Combinations by independent professional valuers. The intangible

assets have a finite life and are subject to amortisation on a straight-line basis. Also included within

other intangible assets are software and licences.

The carrying value of other intangible includes €13.2m (FY2024: €13.1m) located in Great Britain

and €1.5m (FY2024: €2.0m) located in Ireland at 28 February 2025, based on the country of

destination of sales.

Impairment testing

To ensure that goodwill and brands that are considered to have an indefinite useful economic life

are not carried at above their recoverable amount, impairment testing is performed to compare the

carrying value of the total assets (including indefinite life assets) of the Group of cash-generating units

with their recoverable amount through value-in-use computations. Impairment testing is performed

annually or more frequently if there is an indication that the carrying amount may not be recoverable.

Where the value-in-use exceeds the carrying value of the asset, the asset is not impaired.

As permitted by IAS: 36 Impairment of Assets, the value of the Group’s goodwill has been allocated

to groups of cash-generating units, which are not larger than an operating segment determined in

accordance with IFRS 8 Operating Segments. These business segments represent the lowest levels

within the Group at which the associated goodwill is monitored for management purposes.

The recoverable amount is calculated using value-in-use computations based on estimated future cash

flows discounted to present value using a discount rate appropriate to each cash-generating unit and

brand. Terminal values are calculated on the assumption that cash flows continue in perpetuity.

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Notes forming part of the financial statements continued

12. Goodwill and Intangible Assets (continued)

The key assumptions used are:

• Expected volume, net revenue and operating profit growth rates – cash flows for each cash-

generating unit and brand are based on detailed, Board-approved, financial projections for year one

which are then projected out for years two to five using an appropriate growth rates.

• Long-term growth rate – cash flows after the first five years are extrapolated using a long-term

growth rate, on the assumption that cash flows for the first five years will increase at a nominal

growth rate in perpetuity.

• Discount rate.

The key assumptions are based on management’s assessment of anticipated market conditions

for each cash-generating unit. Historical experience was considered, along with an analysis of

core strengths and weaknesses in the markets of operation. External factors considered include

macroeconomic conditions, inflation expectations by geography, regulation and anticipated regulatory

changes (such as expected adjustments to duty rates and minimum pricing), market growth rates,

sales price trends, competitor activity, market share objectives, and strategic plans and initiatives.

There is estimation uncertainty regarding the impact of climate change in the medium to long

term. Based on the analysis that has been undertaken to date, as set out in the Strategic Report, the

impairment review assumes that the medium to long-term impact is not material to the cashflow

forecasts or in contradiction to the long-term growth rate applied.

Year ended 28 February 2025

The table below shows key assumptions used in the value in use calculations for the year ended

28 February 2025:

				Terminal
Group of cash-	Operating	Goodwill	Discount rate	growth rate
generating units	segment	€m	%	%
Cider	Branded	187.2	6.9%	2.0%
Tennent’s	Branded	65.2	8.2%	2.0%
Ireland	Distribution	20.9	6.9%	2.0%
MCB	Distribution	109.7	8.2%	2.0%
Export	Distribution	21.9	8.2%	2.0%
Total		404.9

A terminal growth rate of 2.0% in perpetuity was assumed based on an assessment of the likely long-

term growth prospects for the sectors and geographies in which the Group operates. The resulting

cash flows were discounted to present value using a range of discount rates between 6.9% and 8.2%;

these rates are in line with the Group’s estimated pre-tax weighted average cost of capital for the two

main geographies in which the Group operates (Ireland and Great Britain), arrived at using the Capital

Asset Pricing Model as adjusted for asset and country specific factors.

Sensitivity analysis

Impairment testing conducted for the year ending 28 February 2025 did not reveal any cash-

generating unit to be sensitive. The value-in-use calculations indicate significant headroom in

respect of all cash-generating units. No reasonably possible change in the operating profit growth,

pre-tax discount rate or long-term growth rate would lead to an impairment and accordingly these

sensitivities have not been provided.

Year ended 29 February 2024

The table below shows key assumptions used in the value in use calculations for the year ended

29 February 2024:

				Terminal
Group of cash-		Goodwill	Discount rate	growth rate
generating units	Operating segment	€m	%	%
Ireland	Ireland	154.5	7.2%	2.0%
Scotland	Great Britain	59.8	8.2%	2.0%
C&C Brands	Great Britain	55.8	8.2%	2.0%
MCB	Great Britain	105.8	8.2%	2.0%
North America International		9.1	7.6%	2.0%
Export	International	12.8	8.2%	2.0%
Total		397.8

A terminal growth rate of 2.0% in perpetuity was assumed based on an assessment of the likely long-

term growth prospects for the sectors and geographies in which the Group operates. The resulting

cash flows were discounted to present value using a range of discount rates between 7.2% and 8.2%;

these rates are in line with the Group’s estimated pre-tax weighted average cost of capital for the two

main geographies in which the Group operates (Ireland and Great Britain), arrived at using the Capital

Asset Pricing Model as adjusted for asset and country specific factors.

The impairment testing carried out at 29 February 2024 for Ireland, Scotland, North America, Export

and MCB identified headroom in the recoverable amount of the goodwill and intangible assets. The

impairment testing for C&C Brands identified a value-in-use which was €125.0m below the carrying

value of the goodwill and intangible assets. Accordingly, an equivalent impairment loss was recognised

within exceptional items in the Consolidated Income Statement in the prior period. The impairment

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Notes forming part of the financial statements continued

12. Goodwill and Intangible Assets (continued)

loss arose primarily due to a year-on-year reduction in the Magners cider volume and uncertainty

over medium-term growth rates for the Group’s brands specifically within the UK cider market for

the Magners brand. Whilst the Group expected long-term growth from its branded products, the

accounting standard (IAS 36) for impairment assessments does not allow forecasts to be used where

assumptions cannot be evidenced or have not yet been fully implemented (e.g. ongoing cost savings

initiatives). As a result, the ongoing cost reduction and efficiency programmes restricted the available

evidence to demonstrate this growth at 29 February 2024.

Sensitivity analysis

The impairment testing carried out as at 29 February 2024 identified headroom in the recoverable

amount of the brands and goodwill compared to their carrying value, apart from those allocated to

C&C Brands where an impairment was recognised as noted above.

The key sensitivities for the impairment testing were net service revenue and operating profit

assumptions, discount rates applied to the resulting cash flows and the expected long-term growth

rates. As at 29 February 2024, an increase of 1% in the discount rate would increase the impairment by

€15m to €141m. A decrease of 1% in volume growth would increase the impairment by €7.0m.

The value-in-use calculations indicated significant headroom in respect of all cash-generating units,

other than C&C Brands as noted above. Excluding C&C Brands, the cash-generating unit with the

least headroom was the North American cash-generating unit (€10.0m) and had €9.1m of allocated

goodwill. The table below identifies the impact of a movement in the key inputs with respect to the

North America CGU.

		Increase/
		(decrease) on
	Movement	headroom
	€m	€m
Increase in operating profit	2.5	0.1
Decrease in operating profit	(2.5)	(0.1)
Increase in discount rate	0.25	(0.9)
Decrease in discount rate	(0.25)	1.0
Increase in terminal growth rate	0.25	0.8
Decrease in terminal growth rate	(0.25)	(0.7)

The Group concluded that no reasonable movement in any of the underlying assumptions would result

in a material impairment in any of the Group’s cash-generating units or brands.

13. Equity Accounted Investments and Financial Assets

a) Equity accounted investments and financial assets – Group

	Joint		Financial
	ventures	Associates	assets	Total
Group	€m	€m	€m	€m
Investment in equity accounted investments and financial assets
Carrying amount at 28 February 2023	–	0.4	0.9	1.3
Purchase price paid	–	–	0.1	0.1
Carrying amount at 29 February 2024	–	0.4	1.0	1.4
Purchase price paid	–	–	–	–
Share of profit after tax	–	0.1	–	0.1
Translation adjustment	–	–	–	–
Carrying amount at 28 February 2025	–	0.5	1.0	1.5

Summarised financial information for the Group’s investment in joint ventures and associates which

are accounted for using the equity method is as follows:

	Joint		Joint
	ventures	Associates	ventures	Associates
	2025	2025	2024	2024
	€m	€m	€m	€m
Non-current assets	–	2.7	2.0	2.8
Current assets	–	1.1	1.1	1.6
Non-current liabilities	–	(0.6)	(1.4)	(1.6)
Current liabilities	–	(1.1)	(2.2)	(0.5)
Net assets/(liabilities)	–	2.1	(0.5)	2.3
Revenue	1.7	3.8	2.4	1.5
Profit/(loss) before tax	(0.4)	0.4	(0.2)	0.3
Other Comprehensive Income	–	–	–	–

A listing of the Group’s joint ventures, associates and financial assets is set out in Note 30.

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C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

13. Equity Accounted Investments and Financial Assets (continued)

The results of joint ventures during the year largely related to the Group’s 49% ownership interest

in Drygate Brewing Company Limited, a joint venture arrangement with Heather Ale Limited, run

by the Williams brothers, who are recognised as leading family craft brewers in Scotland. The joint

venture, which is run independently of the joint venture partners’ existing businesses, operates a craft

brewing and retail facility adjacent to Wellpark brewery. On 27 February 2025, the Group acquired the

remaining 51% as set out in Note 10.

The results of associates largely relates to the Group’s 25% ownership interest Whitewater Brewing

Company Limited, an Irish craft brewer.

During the year, the Group disposed of their 50% investment in Beck & Scott. The entity’s total profit

before tax in 2024 was €3,988.

b) Financial Assets – Company

Equity investment in subsidiary undertakings

	2025	2024
Company	€m	€m
Cost
At 1 March	1,160.1	1,159.2
Capital contributions arising from share-based payments	1.2	1.4
Contributions received in relation to share-based payments	(1.2)	(1.0)
Capital contribution into subsidiary undertakings	–	0.5
At 28 February/29 February	1,160.1	1,160.1
Accumulated impairment losses
At 1 March	175.0	–
Impairment	200.0	175.0
At 28 February/29 February	375.0	175.0
Net book value
At 28 February/29 February	785.1	985.1

Details of subsidiary undertakings are set out in Note 30.

The total expense of €1.2m (FY2024: €1.0m) attributable to equity settled awards granted to

employees of subsidiary undertakings has been included as a capital contribution in financial assets. In

the current and prior years the respective subsidiary entities have been recharged an amount equal to

the expense.

Impairment testing

The Company reviews the carrying amount of its investment when events and circumstances indicate

that the carrying amounts of its investments may not be recoverable. Impairment tests are performed

by comparing the carrying amount and the recoverable amount of the assets. The recoverable amount

is the higher of the investment’s fair value less costs of disposal and its value-in-use. In assessing the

value-in-use, the estimated future cash flows generated by the subsidiary undertakings are discounted

to their present value using a pre-tax discount rate that reflects current market assessments of the

time value of money and the risks.

Where there are indicators of impairment, the calculation of value-in-use is most sensitive to the

following key assumptions:

• Cash flows are based on detailed, Board-approved, financial projections for year one which are then

projected out for years two to five using an appropriate growth rates.

• Discount rates are calculated using a weighted average cost of capital approach. They reflect the

individual nature and specific risks relating to the business and the market in which the Group

operates. The pre-tax discount rate used was 8.1% (2024: 8.8%).

• A long-term growth rate of 2.0% (2024: 2.0%).

Year ended 28 February 2025

At 28 February 2025, the Group forecast and business plan gave a decreased cash flow when

compared to twelve months ago, resulting in a lower value-in-use and consequently an impairment

charge of €200.0m was recognised.

Sensitivity analysis

At 28 February 2025:

• a 5% decrease in projected operating profit for all years would increase the amount of the

impairment by €68m; and

• an increase in the discount rate of 0.5% would increase the amount of the impairment by €98m.

Year ended 29 February 2024

At 29 February 2024, in performing the impairment analysis, the Company’s value-in-use calculation

did not support the recoverability of the full cost of the Company’s investment in subsidiary

undertakings and consequently an impairment charge of €175.0m was recognised due to increases in

debt owed by the subsidiaries to the Company.

Sensitivity analysis

At 29 February 2024, an increase in the discount rate of 0.5% would increase the amount of the

impairment by €108m.

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Notes forming part of the financial statements continued

14. Inventories

	2025	2024
Group	€m	€m
Raw materials and consumables	37.3	33.8
Finished goods and goods for resale	119.2	136.9
Total inventories at lower of cost and net realisable value	156.5	170.7

Inventory write-downs recognised within operating costs before exceptional items amounted

to €0.6m (FY2024: €nil) and were with respect to breakages and write-offs of damaged and

obsolete stock.

Inventory impairment allowance levels are reviewed by management and revised where appropriate,

taking account of the latest available information on the recoverability of carrying amounts.

15. Trade and Other Receivables

	Group		Company
	2025	2024	2025	2024
	€m	€m	€m	€m
Current receivables:
Trade receivables	100.1	120.3	–	–
Amounts due from Group undertakings	–	–	422.6	611.2
Advances to customers	5.5	6.3	–	–
Prepayments and other receivables	28.8	22.5	–	–
Non–current receivables:	134.4	149.1	422.6	611.2
Amounts due from Group undertakings	–	–	157.0	–
Advances to customers	34.5	32.8	–	–
Prepayments and other receivables	0.4	4.2	–	–
	34.9	37.0	157.0	–
Total	169.3	186.1	579.6	611.2

Amounts due from Group undertakings are a combination of interest-bearing and interest free

receivables and are all repayable on demand.

The Group manages credit risk through the use of a receivables purchase arrangement for an element

of its trade receivables. Under the terms of this arrangement, the Group transfers the credit risk, late

payment risk and control of the receivables sold. This arrangement contributed €109.8m to Group

cash and cash equivalents as at 28 February 2025 (FY2024: €105.9m). The Group’s trade receivables

subject to the programme are derecognised as the arrangement meets the derecognition criteria in

IFRS 9 Financial Instruments.

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C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

15. Trade and Other Receivables (continued)

The aged analysis of trade receivables and advances to customers analysed between amounts that were not past due and amounts past due at 28 February 2025 and 29 February 2024 were as follows:

	Trade receivables			Advances to customers		Total		Total
	Gross	Impairment	Gross	Impairment	Gross	Impairment	Gross	Impairment
	2025	2025	2025	2025	2025	2025	2024	2024
Group	€m	€m	€m	€m	€m	€m	€m	€m
Not past due	88.1	(0.4)	39.3	(3.0)	127.4	(3.4)	132.4	(5.9)
Past due 0-30 days	8.2	(0.2)	0.1	–	8.3	(0.2)	9.8	(0.1)
Past due 31-120 days	4.6	(0.6)	0.3	(0.1)	4.9	(0.7)	11.9	(1.3)
Past due 121-365 days	2.9	(2.5)	0.6	(0.3)	3.5	(2.8)	9.9	(1.1)
Past due more than one year	2.8	(2.8)	5.1	(2.0)	7.9	(4.8)	11.5	(7.7)
Total	106.6	(6.5)	45.4	(5.4)	152.0	(11.9)	175.5	(16.1)

Trade receivables, advances to customers and other receivables are recognised initially at fair value and subsequently measured at amortised cost less loss allowance or impairment losses.

Specifically, for advances to customers, any difference between the present value and the nominal amount at inception is treated as an advance of discount prepaid to the customer and is recognised in the

Income Statement in accordance with the terms of the agreement.

The discount rate calculated by the Group is at least based on the risk-free rate plus a margin, which takes into account the risk profile of the customer.

The Group applies the simplified approach permitted by IFRS 9 Financial Instruments to measure expected credit losses for trade receivables, which requires expected lifetime losses to be recognised from

initial recognition of the receivables.

To measure the expected credit losses, trade receivables are assessed collectively in groups that share similar credit risk characteristics, such as customer segments, historical information on payment patterns

including the payment patterns over the last twelve-month period, terms of payment and any relevant forward-looking macroeconomic information.

Regarding advances to customers, the Group applies the general approach to measure expected credit losses which requires a loss provision to be recognised based on twelve-month or lifetime expected

credit losses, provided a significant increase in credit risk has occurred since initial recognition. The Group assesses the expected credit losses for advances to customers based on historical information on

repayment patterns including the repayment patterns over the last twelve-month period and any relevant forward-looking macroeconomic information. The credit risk on advances to customers can be

reduced through the value of security and/or collateral given.

Trade receivables are on average receivable within 19 days (FY2024: 24 days) of the balance sheet date, are unsecured and are not interest-bearing. For more information on the Group’s credit risk exposure

refer to Note 24.

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Notes forming part of the financial statements continued

15. Trade and Other Receivables (continued)

The movement in the allowance for impairment in respect of trade receivables and advances to

customers during the year was as follows:

	Trade	Advances to
	receivables	customers	Total	Total
	2025	2025	2025	2024
Group	€m	€m	€m	€m
At beginning of year	10.4	5.7	16.1	15.0
Recovered during the year	–	–	–	(0.3)
(Released)/Provided during the year	(0.4)	1.1	0.7	2.9
Derecognised on acquisition of joint
venture	(0.7)	(1.4)	(2.1)	(0.4)
Written off during the year	(3.0)	(0.1)	(3.1)	(1.4)
Translation adjustment	0.2	0.1	0.3	0.3
At end of year	6.5	5.4	11.9	16.1

At 28 February 2025, regarding the impact of the expected credit loss model on trade receivables

and advances to customers, the Group has provided for expected credit losses over the next twelve

months of €3.0m (FY2024: €4.4m) and expected lifetime losses of €8.9m (FY2024: €11.7m).

16. Assets Held for Sale

At 29 February 2024, assets held for sale included 24 storage tanks at the Group’s Clonmel

manufacturing site which were surplus to requirements and were under offer for sale at the balance

sheet date. This sale was completed on 29 May 2024 for proceeds of €1.2m, realising a profit on

disposal of €0.3m which was recognised in the current period. At 28 February 2025, assets held for

sale included a further 26 storage tanks at Clonmel which are also surplus to requirements. As of the

reporting date, six of these tanks were under offer for sale for expected proceeds of €0.3m. This sale is

expected to finalise in the first half of FY2026. The remaining 20 tanks are available to purchase and, as

of the reporting date, no offers of purchase have been received.

Following a reassessment of the Group’s supply and logistics operations for raw materials inputs, the

Group classified its Portuguese businesses, which produce fruit concentrates, as a disposal group held

for sale as at 29 February 2024. The sale agreement was signed on 18 July 2024 pending approval

by the Portuguese Competition Authority which was received on 4 October 2024. The transaction

completed on 6 November 2024 and a loss on disposal of €0.9m was recognised for the year ended

28 February 2025 as set out in Note 10.

The assets and liabilities classified as held for sale as at 28 February 2025 were as follows:

	2025	2024
Group	€m	€m
Assets
Property, plant and equipment (Note 11)	1.1	5.2
Inventories	–	0.3
Trade and other receivables	–	2.9
Assets held for sale	1.1	8.4
Liabilities
Trade and other payables	–	1.0
Current income tax liabilities	–	0.2
Deferred tax liabilities	–	0.2
Liabilities directly associated with assets held for sale	–	1.4

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C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

17. Trade and Other Payables

	Group		Company
	2025	2024	2025	2024
Group	€m	€m	€m	€m
Trade payables	254.4	267.5	–	–
Payroll taxes and social security	5.0	4.3	–	–
VAT	14.8	18.3	–	–
Excise duty	24.1	29.7	–	–
Accruals	72.1	77.8	3.6	2.1
Amounts due to Group undertakings	–	–	72.0	50.2
Total	370.4	397.6	75.6	52.3

Amounts due to Group undertakings are a combination of interest-bearing and interest free payables

and are all payable on demand.

The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in

Note 24.

Company

For the purposes of Section 357 of the Companies Act 2014, the Company has undertaken by Board

resolution to indemnify the creditors of its subsidiaries incorporated in the Republic of Ireland in

respect of all amounts shown as liabilities or commitments in the statutory financial statements

as referred to in Section 357 (1) (b) of the Companies Act 2014 for the financial year ending on

28 February 2025 or any amended financial period incorporating the said financial year. All other

provisions of Section 357 have been complied with in this regard. In addition, the Company has also

availed of the exemption from filing subsidiary financial statements in Ireland. The Company does not

expect any material loss to arise from these guarantees and considers their fair value to be negligible.

18. Provisions

	Dilapidations	Onerous contracts	Other	Total
Group	€m	€m	€m	€m
At 1 March 2023	5.4	12.2	4.9	22.5
Translation adjustment	(0.1)	–	–	(0.1)
Charged during the year	0.9	0.4	1.3	2.6
Released during the year	(0.7)	–	–	(0.7)
Reclassified to financial liabilities	–	(6.8)	–	(6.8)
Utilised during the year	(0.2)	(2.4)	(4.8)	(7.4)
At 29 February 2024	5.3	3.4	1.4	10.1
Translation adjustment	0.2	0.1	0.1	0.4
Charged during the year	3.5	2.2	0.9	6.6
Released during the year	(0.7)	(0.1)	(0.4)	(1.2)
Utilised during the year	(0.8)	(0.4)	(0.3)	(1.5)
Unwinding of discount on provisions	0.1	0.1	–	0.2
At 28 February 2025	7.6	5.3	1.7	14.6

Disclosure of provisions

	2025	2024
Group	€m	€m
Current liabilities	7.6	2.2
Non-current liabilities	7.0	7.9
	14.6	10.1

Dilapidations

During the year ended 28 February 2025, the Group has performed independent assessments of the

dilapidations liabilities across its leased properties portfolio and concluded that an additional provision

of €3.5m (FY2024: €0.9m) was required. Of this amount, €2.2m was for leased depots in England

(FY2024:€0.4m), including €1.0m for the Shepton Mallett site in Somerset. A further €1.3m was in

respect of leased depots in Scotland (FY2024: €0.5m) and), including €0.5m for the Dixon Blazes

site in Glasgow. As at 28 February 2025, the dilapidation liabilities relate solely to leased properties

(FY2024: €5.0m for leased depots and €0.3m for leased vehicles).

Onerous contracts

Included within Onerous contracts are the Group’s future obligations with its bittersweet apple

suppliers under existing long-term contractual arrangements, recognised at present value as the

Group does not expect to receive any economic benefit from the remaining duration of the contracts

in accordance with IAS 37: Provisions, Contingent Liabilities and Contingent Assets. During the year

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Notes forming part of the financial statements continued

18. Provisions (continued)

ended 29 February 2024, the Group made an offer to settle these contracts and accordingly €6.8m

was reclassified as a financial liability and initially recognised at fair value based on the present value of

the future payments, in accordance with IFRS 9 (see Note 25), with the balance of €3.4m classified as

an onerous contract since no agreement has yet been reached with the remaining suppliers. During

FY2025, a total of €1.4m has been paid to the suppliers comprising €1.0m in respect of financial

liabilities and €0.4m in respect of onerous contracts (see Note 25).

These contracts with bittersweet apple suppliers have an average duration of 9 years (FY2024: 10

years) remaining. Annual payments will be made over the life of the contracts. There are no significant

variability or sensitivities to note, there will be fluctuation in quantities depending on harvests, but the

fluctuation will be minimal, reducing over time as contracted acres fall out of contract. See Note 27 for

further details of commitments.

Also included in Onerous contracts are the Group’s future obligations with its lessors on rental

properties in England and Scotland, of which €2.2m has been charged during the year (FY2024: €nil).

Of this amount, €1.5m was in respect of the Group’s Regents Park Road office in London which was

closed in April 2025 and €0.4m was in respect of the Newbridge depot in Edinburgh, which was closed

in June 2024.

Other Provisions

During the year ended 28 February 2025, the Group charged €0.9m (FY2024: €1.3m) of other

provisions in respect of anticipated costs associated with legal and insurance claims As at 28 February

2025, the balance of €1.7m (FY2024: €1.4m) relates largely to these and other similar costs that the

Group expects to incur over an extended period, none of which are individually material.

Key assumption used in calculating the value of the provisions:

The calculation of the value of provisions is most sensitive to the assumption of the discount rate, which

is the risk-free rate based on the UK bond yield curve as at the year end date. The average discount

rate used was 4.4% (FY2024: 4.1%) and a 1% change in the discount rate would give rise to a €0.1m

(FY2024: €0.1m) change in the value of the provisions.

19. Leases

The Group has lease contracts for various items of freehold land and buildings, plant and machinery

and motor vehicles and other equipment. Set out below are the carrying amounts of right-of-use

assets (included under property, plant and equipment Note 11) recognised and the movements during

the year:

Lease right-of-use assets

	Freehold land	Plant and	Motor vehicles and
	and buildings	machinery	other equipment	Total
Group	€m	€m	€m	€m
Net carrying amount:
At 1 March 2023	31.5	2.5	33.4	67.4
Translation adjustment	1.0	0.1	0.7	1.8
Additions	29.2	4.6	17.7	51.5
Remeasurement	0.6	–	(0.4)	0.2
Depreciation charge for the year	(7.4)	(1.9)	(11.6)	(20.9)
At 29 February 2024	54.9	5.3	39.8	100.0
Translation adjustment	2.4	0.4	0.9	3.7
Additions	8.1	2.7	11.5	22.3
Disposals	(3.0)	–	–	(3.0)
Remeasurement	17.6	–	–	17.6
Depreciation charge for the year	(7.3)	(5.3)	(7.9)	(20.5)
Impairment	(2.5)	–	–	(2.5)
At 28 February 2025	70.2	3.1	44.3	117.6

The impairment charge relates to the Group’s Newbridge distribution depot in Edinburgh (€1.2m) and

the Regents Park Road office in London (€1.3m) and has been recognised in accordance with IAS 36.

This charge has been recognised in exceptional costs during the period (see Note 5 for details).

188

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

19. Leases (continued)

Lease liabilities

	Freehold land and	Plant and	Motor vehicles and
	buildings	machinery	other equipment	Total
Group	€m	€m	€m	€m
Net carrying amount:
At 1 March 2023	(39.0)	(2.8)	(34.8)	(76.6)
Translation adjustment	(1.1)	(0.1)	(0.7)	(1.9)
Additions to lease liabilities	(29.7)	(4.6)	(17.7)	(52.0)
Remeasurement	(0.6)	–	0.8	0.2
Payments*	9.6	2.2	13.2	25.0
Interest (discount unwinding)	(2.8)	(0.3)	(1.7)	(4.8)
At 29 February 2024	(63.6)	(5.6)	(40.9)	(110.1)
Translation adjustment	(2.9)	(0.4)	(0.9)	(4.2)
Additions to lease liabilities	(8.2)	(2.7)	(11.6)	(22.5)
Disposals	3.0	–	–	3.0
Remeasurement	(16.1)	–	–	(16.1)
Payments*	10.4	6.2	8.9	25.5
Interest (discount unwinding)	(4.9)	(1.1)	(1.0)	(7.0)
At 28 February 2025	(82.3)	(3.6)	(45.5)	(131.4)

* Payments are apportioned between finance charges €7.0m (FY2024: €4.8m) and payment of lease liabilities €18.5m (FY2024: €20.2m) in the Cash

Flow Statement.

Disclosure of lease liabilities

	2025	2024
Group	€m	€m
Current liabilities	(19.7)	(19.3)
Non-current liabilities	(111.7)	(90.8)
	(131.4)	(110.1)

The table below shows a maturity analysis of the undiscounted lease liability arising from the Group’s

leasing activities.

These projections are based on the foreign exchange rates at the end of the relevant financial year and

on interest rates (discounted projections only) applicable to the lease portfolio.

	2025	2024
	Undiscounted	Undiscounted
Group	€m	€m
Within one year	(26.8)	(24.3)
Between one and two years	(23.1)	(22.3)
Between two and three years	(21.1)	(18.7)
Between three and four years	(14.7)	(15.5)
Between four and five years	(12.7)	(10.1)
After five years	(78.7)	(48.0)
Total	(177.1)	(138.9)

The Group avails of the exemption from capitalising lease costs for short-term leases and low-value

assets where the relevant criteria for accounting for them under IFRS 16 Leases are met. The following

lease costs have been charged to the Income Statement as incurred:

	2025	2024
	€m	€m
Expense relating to short-term leases (included in operating costs)	0.4	0.7

189

Financial Statements Additional InformationGovernance ReportStrategic Report

Notes forming part of the financial statements continued

20. Interest-Bearing Loans And Borrowings

	Group		Company
	2025	2024	2025	2024
	€m	€m	€m	€m
Current assets
Unsecured loans – issue costs	0.6	0.6	–	–
Private Placement notes – issue costs	0.1	0.1	0.1	0.1
Non–current liabilities	0.7	0.7	0.1	0.1
Unsecured loans repayable on maturity	(125.0)	(120.0)	–	–
Unsecured loans – issue costs	2.2	2.4	–	–
Private Placement notes – issue costs	0.7	0.7	0.7	0.7
Private Placement notes repayable by one repayment on maturity	(103.5)	(101.8)	(103.5)	(101.8)
	(225.6)	(218.7)	(102.8)	(101.1)
Total borrowings	(224.9)	(218.0)	(102.7)	(101.0)

Group and Company

Outstanding borrowings of the Group and Company are net of unamortised issue costs. During

FY2020, the Group completed the successful issue of new US Private Placement (‘USPP’) notes and

incurred additional issue costs of €1.4m in this regard. During FY2023, the Group completed the

successful negotiation of a multi-currency revolving facilities and Euro term loan agreement, incurring

issue costs of €2.8m which were capitalised at the start of the facility, which commenced in FY2024.

During FY2024, the Group successfully negotiated a one-year extension to the multi-currency

revolving facilities and Euro term loan agreement, incurring further issue costs of €0.7m. During

FY2025 the Group completed the second extension of this facility incurring further costs of €0.5m.

All unamortised issue costs are being amortised to the Income Statement over the remaining life of the

multi-currency revolving facilities agreement, the Euro term loan and the US Private Placement notes

to which they relate. The value of unamortised issue costs at 28 February 2025 was €3.6m (FY2024:

€3.8m) of which €0.7m (FY2024: €0.7m) is presented as a current asset and €2.9m (FY2024: €3.1m)

is netted against non-current liabilities.

Terms and debt repayment schedule

		Nominal rates		Carrying value	Carrying value
		of interest at		2025	2024
Group	Currency	28 February 2025	Year of maturity	€m	€m
Unsecured term loan		Euribor +
repayable on maturity	Euro	1.46% 1	2030	100.0	100.0
Unsecured RCF loan		Euribor +
repayable on maturity	Euro	1.31% 1	2030	25.0	20.0
Private Placement notes
repayable on maturity	Euro/GBP	1.6%-2.74%	2030/2032	103.5	101.8
				228.5	221.8

		Nominal rates		Carrying value	Carrying value
		of interest at		2025	2024
Company	Currency	28 February 2025	Year of maturity	€m	€m
Private Placement notes
repayable on maturity	Euro/GBP	1.6%-2.74%	2030/2032	103.5	101.8

1. The margin rate applied to the unsecured loans repayable on maturity is subject to six-monthly covenant testing of net debt to EBITDA ratio as

outlined below, and a change to this ratio may result in a change in the margin. The upper and lower margin rates applicable are 1.15% to 2.55% for

the unsecured RCF loan and 1.3% to 2.7% for the unsecured term loan.

Borrowing facilities

Group

The Group manages its borrowing requirements by entering into committed loan facility agreements.

It also holds USPP notes which diversifies the Group’s sources of debt finance.

The Group successfully completed a refinancing of its multi-currency facility and Euro term loan

agreement which was repaid in a single instalment following the publication of the Group’s FY2023

Results. The Group entered into a new five-year committed sustainability-linked facility comprised

of a €250m multi-currency revolving loan facility and a €100m non-amortising Euro term loan. The

facility offers optionality of two 1-year extensions to the maturity date callable within 12 months and

24 months of the initial drawdown date respectively. The multi-currency facility and the Euro term

syndicate comprises six banks – ABN Amro Bank, Allied Irish Bank, Bank of Ireland, Barclays Bank,

HSBC and Rabobank. During FY2025, the Group exercised the second optional extension of the

facilities, resulting in maturity being extended to January 2030 (FY2030) on both the multi-currency

facility and Euro term loan.

190

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

20. Interest-Bearing Loans And Borrowings (continued)

In March 2020, the Group completed the successful issue of new USPP notes. The unsecured notes,

denominated in both Euro and Sterling, have maturities of 10 and 12 years and diversify the Group’s

sources of debt finance. As at 28 February 2025, the holding is valued at €103.5m (FY2024: €101.8m).

Under the terms of the multi-currency facility and Euro term loan, the Group must pay a commitment

fee based on 35% of the applicable margin on undrawn committed amounts and variable interest

on drawn amounts based on variable Euribor/Sonia interest rates plus a margin, the level of which

is dependent on the Net Debt: EBITDA ratio, plus a utilisation fee, the level of which is dependent on

percentage utilisation. The Group may select an interest period of one, two, three or six months.

The current and future multi-currency revolving facilities agreement provides for a further €100m in

the form of an uncommitted accordion facility upon approval from the Group’s banking syndicate.

All bank loans drawn are unsecured and rank pari passu. All borrowings of the Group are guaranteed

by a number of the Group’s subsidiary undertakings. The USPP allows the early prepayment of the

notes at any time subject to the payment of a make whole amount to compensate the note holders for

the interest that would have been received on the notes had they not been prepaid early.

All borrowings of the Group at 28 February 2025 are repayable in full on change of control of

the Group.

Company

The Company is an original borrower under the terms of the Group’s multi-currency revolving facility

and Euro term loan but is not a borrower in relation to the Group’s multi-currency revolving facility and

Euro term loan drawn debt at 28 February 2025.

The Company is a borrower with respect to the Group’s USPP notes of €103.5m (FY2024: €101.8m) as

at 28 February 2025. Under the terms of the USPP, the Company pays a margin of 1.6% with respect

to €13.4m of USPP notes (FY2024: €13.4m) with a 10-year tenure; 1.73% with respect to €40.4m

(FY2024: €40.4m) of USPP notes with a 12 year tenure and 2.74% with respect to £41.1m (FY2024:

£41.1m) notes with a 10-year tenure. A fee is payable where Group EBITDA is below €120.0m and a

below investment grade fee payable when the Group’s credit rating is below investment grade. These

fees will remain applicable until the conditions are met and total 1.50%.

Covenants

The Group’s and Company’s multi-currency revolving facility, which are all classified as non-current,

are contingent on future compliance with the following financial covenants:

• Interest cover: The ratio of EBITDA to net interest for a period of twelve months ending on each

half-year date will not be less than 3.5:1

• Net debt: EBITDA: The ratio of net debt on each half-year date to EBITDA for a period of twelve

months ending on a half-year date will not exceed 3.5:1

There is no effect on the Group’s covenants as a result of implementing IFRS 16 Leases as all covenants

are calculated on a pre-IFRS 16 Leases adoption basis.

Further information about the Group’s exposure to interest rate, foreign currency and liquidity risk is

disclosed in Note 24.

21. Analysis of Net Debt

	Interest-bearing
	loans and	Cash and cash	Net debt	Lease liabilities	Net debt
	borrowings*	equivalents	excluding leases	(Note 19)	including leases
Group	€m	€m	€m	€m	€m
1 March 2023	(194.2)	115.3	(78.9)	(76.6)	(155.5)
Translation adjustment	(1.2)	1.9	0.7	(1.9)	(1.2)
Additions, disposals and remeasurements	–	–	–	(51.8)	(51.8)
Net cash flow	(21.6)	42.9	21.3	25.0	46.3
Non-cash changes	(1.0)	–	(1.0)	(4.8)	(5.8)
29 February 2024	(218.0)	160.1	(57.9)	(110.1)	(168.0)
Translation adjustment	(1.7)	5.0	3.3	(4.2)	(0.9)
Additions, disposals and remeasurements	0.5	–	0.5	(35.6)	(35.1)
Net cash flow	(5.0)	(21.1)	(26.1)	25.5	(0.6)
Non-cash changes	(0.7)	–	(0.7)	(7.0)	(7.7)
28 February 2025	(224.9)	144.0	(80.9)	(131.4)	(212.3)

* Interest-bearing loans and borrowings at 28 February 2025 are net of unamortised issue costs of €3.6m (FY2024: €3.8m). Unamortised borrowing

costs of €0.7m (FY2024: €0.7m) are presented within financial assets, please see Notes 20 and 24.

191

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Notes forming part of the financial statements continued

21. Analysis of Net Debt (continued)

	Interest-bearing
	loans and	Cash and cash
	borrowings*	equivalents	Net debt
Company	€m	€m	€m
1 March 2023	(98.9)	0.3	(98.6)
Translation adjustment	(1.1)	–	(1.1)
Net cash flow	–	–	–
Non-cash changes	(1.0)	–	(1.0)
29 February 2024	(101.0)	0.3	(100.7)
Translation adjustment	(1.6)	–	(1.6)
Net cash flow	–	(0.2)	(0.2)
Non-cash changes	(0.1)	–	(0.1)
28 February 2025	(102.7)	0.1	(102.6)

* Interest-bearing loans and borrowings at 28 February 2025 are net of unamortised issue costs of €0.7 (FY2024: €0.8m). Unamortised borrowing

costs of €0.1m (FY2024: €0.1m) are presented within financial assets, please see Notes 20 and 24.

The non-cash charge to the Company and Group’s interest-bearing loans and borrowings in the

current financial year relates to the amortisation of issue costs of €0.7m (FY2024: €1.0m). The

non-cash changes for the Group’s lease liabilities in the current financial year relate to lease interest/

discount unwinding of €7.0m (FY2024: €4.8m) – see Note 19.

As outlined in further detail in Note 28, the Company, together with a number of its subsidiaries, gave

a letter of guarantee to secure its obligations in respect of all debt drawn by the Company and Group

at 28 February 2025.

22. Deferred Tax Assets and Liabilities

		2025			2024
			Net			Net
			(liabilities)/			(liabilities)/
	Assets	Liabilities	assets	Assets	Liabilities	assets
Group	€m	€m	€m	€m	€m	€m
Property, plant and equipment	1.6	(19.3)	(17.7)	1.8	(17.4)	(15.6)
Intangible assets	7.3	(13.0)	(5.7)	7.1	(11.4)	(4.3)
Retirement benefits	0.6	(4.5)	(3.9)	0.4	(5.0)	(4.6)
Trade related items and losses	16.1	(1.8)	14.3	20.1	(1.9)	18.2
Total	25.6	(38.6)	(13.0)	29.4	(35.7)	(6.3)

The Group has not recognised deferred tax in relation to temporary differences applicable to

investments in subsidiaries on the basis that the Group can control the timing and the realisation

of these temporary differences and it is unlikely that the temporary differences will reverse in the

foreseeable future. The aggregate amount of temporary differences applicable to investments in

subsidiaries and equity accounted investments, in respect of which deferred tax liabilities have not

been recognised, is immaterial on the basis that the participation exemptions and foreign tax credits

should be available such that no material temporary differences arise. There are no other unrecognised

deferred tax liabilities.

€11.1m (FY2024: €15.9m) of deferred tax assets have been recognised at the end of FY2025 in respect

of tax losses that require future taxable profits to arise in excess of profits arising from the reversal of

existing temporary differences. Following a forecasting exercise, the Group is estimating sufficient

future taxable profits to recognise these deferred tax assets.

In addition, no deferred tax asset has been recognised in respect of certain tax losses incurred by

the Group on the basis that the recovery is considered unlikely in the foreseeable future or due to

the complexity and uncertainty of the tax treatment in connection with certain items giving rise to

some of the losses. The cumulative value of such tax losses is €2.5m (FY2024: €41.5m). In the event

that sufficient taxable profits arise or the tax treatment becomes sufficiently certain in the relevant

jurisdictions in future years, these losses may be utilised. Following the sale of Vermont Hard Cider

Company there are some US tax losses remaining that are due to expire in 2035/2038.

192

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

22. Deferred Tax Assets and Liabilities (continued)

Analysis of movement in net deferred tax (liabilities)/assets

	Property,	Property,
	plant and	plant and	Trade related
	equipment:	equipment:	items and	Intangible	Retirement
	ROI	Other	assets	assets	benefits	Total
Group	€m	€m	€m	€m	€m	€m
At 1 March 2023	(1.9)	(12.2)	14.7	(3.2)	(5.8)	(8.4)
Recognised in Income
Statement	(0.3)	(0.9)	3.1	(1.0)	(0.2)	0.7
Recognised in Other Comprehensive Income	–	(0.2)	–	–	1.4	1.2
Translation adjustment	–	(0.1)	0.4	(0.1)	–	0.2
At 29 February 2024	(2.2)	(13.4)	18.2	(4.3)	(4.6)	(6.3)
Recognised in Income
Statement	(0.3)	(1.2)	(4.1)	(1.0)	(0.1)	(6.7)
Recognised in Other Comprehensive Income	–	(0.2)	–	–	0.8	0.6
Recognised on acquisition
(Note 10)	–	(0.4)	0.2	(0.1)	–	(0.3)
Translation adjustment	–	–	–	(0.3)	–	(0.3)
At 28 February 2025	(2.5)	(15.2)	14.3	(5.7)	(3.9)	(13.0)

Company

The Company had no deferred tax assets or liabilities at 28 February 2025 or at 29 February 2024.

23. Retirement Benefits

The Group operates a number of defined benefit pension schemes for certain employees, past and

present, in the Republic of Ireland (‘ROI’) and in Northern Ireland (‘NI’), all of which provide pension

benefits based on final salary and the assets of which are held in separate trustee administered funds.

The Group closed its defined benefit pension schemes to new members in March 2006 and provides

only defined contribution pension schemes for employees joining the Group since that date. The

Group provides permanent health insurance cover for the benefit of certain employees and separately

charges this to the Income Statement.

The defined benefit pension scheme assets are held in separate trustee-administered funds to meet

long-term pension liabilities to past and present employees. The trustees of the funds are required

to act in the best interest of the funds’ beneficiaries. The appointment of trustees to the funds is

determined by the schemes’ trust documentation. The Group has a policy in relation to its principal

staff pension fund that members of the fund should nominate half of all fund trustees.

There are no active members remaining in the executive defined benefit pension scheme (FY2024:

no active members). There are 43 active members (FY2024: 49), representing less than 10% of

total membership, in the ROI Staff defined benefit pension scheme members) and 2 active members

(FY2024: 2) in the NI defined benefit pension scheme.

Actuarial valuations – funding requirements

Independent actuarial valuations of the defined benefit pension schemes are carried out on a triennial

basis using the attained age/aggregate method. The most recently completed actuarial valuations of

the ROI defined benefit pension schemes were carried out with an effective date of 1 January 2024

while the date of the most recent actuarial valuation of the NI defined benefit pension scheme was

31 December 2023.

The funding requirements in relation to the Group’s ROI defined benefit pension schemes are assessed

at each valuation date and are implemented in accordance with the advice of the actuaries. Arising

from the formal actuarial valuations of the Group’s staff defined benefit pension scheme, the Group

committed to contributions of €294,000 per annum in calendar year 2025 and increasing at a rate of

2.3% each calendar year thereafter. There is no funding requirement with respect to the Group’s ROI

executive defined benefit pension scheme or the Group’s NI defined benefit pension scheme, both of

which are in surplus. The Group has an unconditional right to any surplus remaining in these schemes

in the event the scheme concludes.

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Notes forming part of the financial statements continued

23. Retirement Benefits (continued)

The Group is exposed to a number of risks in relation to the funding position of these schemes, namely:

• Asset volatility: It is the Group’s intention to pursue a long-term investment policy that emphasises

investment in secure monetary assets to provide for the contractual benefits payable to members.

The investment portfolio has exposure to equities, other growth assets, insurance contracts and

fixed interest investments, the returns from which are uncertain and may fluctuate significantly in

line with market movements. Assets held are valued at fair value using bid prices where relevant.

• Discount rate: The discount rate is the rate of interest used to discount post-employment benefit

obligations and is determined by reference to market yields at the balance sheet date on high

quality corporate bonds with a currency and term consistent with the currency and estimated

term of the Group’s post-employment benefit obligations. Movements in discount rates have a

significant impact on the value of the schemes’ liabilities.

• Longevity: The value of the defined benefit obligations is influenced by demographic factors such as

mortality experience and retirement patterns. Changes to life expectancy have a significant impact

on the value of the schemes’ liabilities.

Method and assumptions

The schemes’ independent actuary, Mercer (Ireland) Limited, has employed the projected unit credit

method to determine the present value of the defined benefit obligations arising and the related

current service cost.

The financial assumptions that have the most significant impact on the results of the actuarial

valuations are those relating to the discount rate used to convert future pension liabilities to current

values and the rate of inflation/salary increase. These, and other assumptions used to determine the

retirement benefits and current service cost under IAS 19: Employee Benefits, are set out below.

Mortality rates also have a significant impact on the actuarial valuations, as the number of deaths

within the scheme have been too small to analyse and produce any meaningful scheme-specific

estimates of future levels of mortality, the rates used have been based on the most up-to-date

mortality tables, (the S3PMA CMI 2019 1.5% (males) and S3PFA_M CMI 2019 1.5% (females) for the

ROI schemes and S4PMA CMI 2023 1.25% (males) and S4PFA_M CMI 2023 1.25% (females) for the NI

scheme) with age ratings and loading factors to allow for future mortality improvements. These tables

conform to best practice. The growing trend for people to live longer and the expectation that this will

continue has been reflected in the mortality assumptions used for this valuation as indicated below.

This assumption will continue to be monitored in light of general trends in mortality experience.

Based on these tables, the assumed life expectations on retirement are:

			ROI		NI
Future life expectations at age 65		Number of years	Number of years	Number of years	Number of years
Current retirees – no allowance for future	Male	22.8 – 23.6	22.7 – 23.6	21.0	22.5
improvements	Female	24.6 – 25.5	24.5 – 25.4	23.3	24.4
Future retirees – with allowance for future	Male	23.6 – 24.4	23.5 – 24.3	22.3	24.2
improvements	Female	25.5 – 26.4	25.4 – 26.3	24.8	26.1

Scheme liabilities

The average age of active members is 54 and 50 years (FY2024: 53 and 50 years) for the ROI Staff and

the NI defined benefit pension schemes respectively (the executive defined benefit pension scheme

has no active members), while the average duration of liabilities ranges from 11 to 16 years (FY2024: 11

to 16 years).

The principal long-term financial assumptions used by the Group’s actuaries in the computation of the

defined benefit liabilities arising on pension schemes as at 28 February 2025 and 29 February 2024

are as follows:

		2025		2024
	ROI	NI	ROI	NI
Salary increases	0.0% – 2.7%	3.5%	0.0% – 2.9%	3.6%
Increases to pensions in payment	2.1%	1.8%	2.3%	1.9%
Discount rate	3.5%	5.6%	3.8%	5.2%
Inflation rate	2.1%	3.1%	2.3%	3.2%

A reduction in discount rate used to value the schemes’ liabilities by 0.25% would increase the valuation

of liabilities by €4.8m (FY2024: €4.9m) while an increase in inflation/salary increase expectations of

0.25% would increase the valuation of liabilities by €4.9m (FY2024: €4.7m). The sensitivity is calculated

by changing the individual assumption while holding all other assumptions constant.

194

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

23. Retirement Benefits (continued)

Amounts recognised in the Income Statement and in the Statement

of Comprehensive Income

	2025	2024
Group	€m	€m
Current service cost	(0.4)	(0.3)
Administrative expenses	(0.1)	–
Interest cost on scheme liabilities	(5.1)	(5.5)
Interest income on scheme assets	6.5	7.2
Income recognised in the Income Statement	0.9	1.4
Actual return on scheme assets	(1.9)	(3.3)
Effect of changes in demographic assumptions	(0.4)	–
Effect on changes in financial assumptions	(1.6)	(4.0)
Effect of experience adjustments	0.2	(2.6)
Expense recognised in Other Comprehensive Income	(3.7)	(9.9)
Expense recognised in Total Comprehensive Income	(2.8)	(8.5)

Reconciliation of the scheme assets and obligations through the year

	ROI	NI	Total
Group	€m	€m	€m
Assets
At 1 March 2023	164.3	8.5	172.8
Translation adjustment	–	0.2	0.2
Expected interest income on scheme assets	7.0	0.2	7.2
Actual return less interest income on scheme assets	(2.8)	(0.5)	(3.3)
Employer contributions	0.4	–	0.4
Member contributions	0.1	–	0.1
Benefit payments	(6.1)	(0.1)	(6.2)
At 29 February 2024	162.9	8.3	171.2
Translation adjustment	–	0.4	0.4
Expected interest income on scheme assets	6.1	0.4	6.5
Actual return less interest income on scheme assets	(1.3)	(0.6)	(1.9)
Administrative expenses	–	(0.1)	(0.1)
Employer contributions	0.3	–	0.3
Member contributions	0.1	–	0.1
Benefit payments	(6.9)	(0.1)	(7.0)
At 28 February 2025	161.2	8.3	169.5
Liabilities
At 1 March 2023	125.7	4.9	130.6
Current service cost	0.3	–	0.3
Interest cost on scheme liabilities	5.3	0.2	5.5
Member contributions	0.1	–	0.1
Actuarial loss/(gain) immediately recognised in equity	6.4	0.2	6.6
Benefit payments	(6.1)	(0.1)	(6.2)
At 29 February 2024	131.7	5.2	136.9
Translation adjustment	–	0.2	0.2
Current service cost	0.4	–	0.4
Interest cost on scheme liabilities	4.8	0.3	5.1
Member contributions	0.1	–	0.1
Actuarial loss/(gain) immediately recognised in equity	2.4	(0.6)	1.8
Benefit payments	(6.9)	(0.1)	(7.0)
At 28 February 2025	132.5	5.0	137.5

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Notes forming part of the financial statements continued

	ROI	NI	Total
Group	€m	€m	€m
Net pension surplus/(deficit)
At 28 February 2025
Pension surplus	28.7	3.3	32.0
At 29 February 2024
Pension surplus	31.2	3.1	34.3

Scheme assets

	2025	2024
Group	€m	€m
Investments quoted in active markets
Equity	20.1	17.4
Bonds	89.6	92.7
Alternatives*	17.4	20.0
Insured**	32.7	31.9
Cash and cash equivalents	1.7	1.0
Investments unquoted
Property	8.0	8.2
Total	169.5	171.2

* The alternative investment category includes investments in various asset classes including equities, commodities, currencies and funds. The

investments are managed by fund managers.

** The Trustees of the C&C Group Executive Pension and Life Assurance Scheme entered into an annuity buy in contract with effect from 27 February

2024 in respect of current pensioners in payment. While the obligation to provide pensions to these members remains a liability of the Scheme, the

insurance contract provides a matching cash flow and longevity hedge.

The alternative investment category includes investments in various asset classes including equities,

commodities, currencies and funds. The investments are managed by fund managers.

24. Financial Instruments and Financial Risk Management

The Group’s multinational operations expose it to various financial risks in the ordinary course of

business that include credit risk, liquidity risk, commodity price risk, currency risk and interest rate

risk. This note discusses the Group’s exposure to each of these financial risks and summarises the risk

management strategy for managing these risks. The note is presented as follows:

a) Overview of the Group’s risk exposures and management strategy

b) Financial assets and liabilities as at 28 February 2025/29 February 2024 and determination

of fair value

c) Market risk

d) Credit risk

e) Liquidity risk

a) Overview of the Group’s risk exposures and management strategy

The main financial market risks that the Group is exposed to include foreign currency exchange rate

risk, commodity price fluctuations, interest rate risk and financial counterparty creditworthiness. The

Board continues to monitor and manage closely these and all other financial risks faced by the Group.

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s

risk management framework. This is executed through various committees to which the Board has

delegated appropriate levels of authority. An essential part of this framework is the role undertaken

by the Audit Committee, supported by the internal audit function and the Chief Financial Officer.

The Board, through its Committees, has reviewed the internal control environment and the risk

management systems and process for identifying and evaluating the significant risks affecting the

business and the policies and procedures by which these risks will be managed effectively. The Board

has embedded these structures and procedures throughout the Group and considers them to be a

robust and efficient mechanism for creating a culture of risk awareness at every level of management.

The Group’s risk management programme seeks to minimise the potential adverse effects, arising

from fluctuations in financial markets, on the Group’s financial performance in a non-speculative

manner at a reasonable cost when economically viable to do so. The Group achieves the management

of these risks in part, where appropriate, through the use of derivative financial instruments. All

derivative financial contracts entered into in this regard are in liquid markets with credit-worthy

parties. Treasury activities are performed within strict terms of reference that have been approved by

the Board. See currency risk and interest rate risk sections for further details.

23. Retirement Benefits (continued)

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Notes forming part of the financial statements continued

24. Financial Instruments and Financial Risk Management (continued)

b) Financial assets and liabilities

The carrying and fair values of financial assets and liabilities by measurement category were as follows:

	2025		2024
	Carrying value	Fair value	Carrying value	Fair value
Group	€m	€m	€m	€m
Financial assets:
Cash and cash equivalents 1	144.0	144.0	160.1	160.1
Trade receivables 1	100.1	100.1	120.3	120.3
Advances to customers 1	40.0	40.0	39.1	39.1
Unamortised borrowing costs 1, 3	0.7	0.7	0.7	0.7
Promissory note 1 (see below)	–	–	4.4	4.4
Derivative contracts 2	–	–	0.5	0.5
	284.8	284.8	325.1	325.1
Financial liabilities:
Interest-bearing loans and borrowings	(225.6)	(228.5)	(218.7)	(221.8)
Trade and other payables 1	(326.5)	(326.5)	(345.3)	(345.3)
Provisions	(14.6)	(14.6)	(10.1)	(10.1)
Derivative contracts 2	(0.4)	(0.4)	(0.2)	(0.2)
Other financial liabilities 1	(6.2)	(6.2)	(6.8)	(6.8)
	(573.3)	(576.2)	(581.1)	(584.2)
	(288.5)	(291.4)	(256.0)	(259.1)

1. At amortised cost, excluding statutory balances (VAT of €14.8m (FY2024: €18.3m), excise duty of €24.1m (FY2024: €29.7m) and payroll taxes and

social security of €5.0m (FY2024: €4.3m).

2. Derivatives designated as hedging instruments.

3. Unamortised borrowing costs are presented within financial assets, please see Notes 20 and 24.

	2025		2024
	Carrying value	Fair value	Carrying value	Fair value
Company	€m	€m	€m	€m
Financial assets:
Cash and cash equivalents 1	0.1	0.1	0.3	0.3
Unamortised borrowing costs 1, 2	0.1	0.1	0.1	0.1
Amounts due from Group
undertakings 1	579.6	579.6	611.2	611.2
	579.8	579.8	611.6	611.6
Financial liabilities:
Interest-bearing loans and borrowings 1	(102.7)	(103.5)	(101.0)	(101.8)
Amounts due to Group undertakings 1	(72.0)	(72.0)	(50.2)	(50.2)
Accruals 1	(3.6)	(3.5)	(2.1)	(2.1)
	(178.3)	(179.0)	(153.3)	(154.1)
	401.5	400.8	458.3	457.5

1. At amortised cost.

2. Unamortised borrowing costs are presented within financial assets, please see Notes 20 and 24.

Fair value and carrying information

Set out below are the main methods and assumptions used in estimating the fair values of the Group’s

financial assets and liabilities. There is no material difference between the fair value of financial assets

and liabilities falling due within one year and their carrying amount as, due to the short-term maturity

of these financial assets and liabilities, their carrying amount is deemed to approximate fair value.

Short-term bank deposits and cash and cash equivalents

The nominal amount of all short-term bank deposits and cash and cash equivalents is deemed to

reflect fair value at the balance sheet date.

Trade receivables and advances to customers

The Group’s trade receivables and advances to customers classified as financial assets are held at

amortised cost, which approximates their fair value as these are short-term in nature; hence, the

maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable.

Unamortised borrowing costs

Unamortised borrowing costs classified as financial assets are held at amortised cost. See Notes 20

and 21 for further details.

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Notes forming part of the financial statements continued

24. Financial Instruments and Financial Risk Management (continued)

Promissory note

During FY2025 the Group impaired the promissory notes previously held as part of the consideration

from the sale of the Vermont Hard Cider Company (VHCC) in FY2022. The impairment charge

recognised was US$4.8m (€4.5m), together with US$0.4m of accrued interest and has been treated

as an exceptional item (see Note 5). The notes were expected to be settled between 2026 and 2046

and were classified as a financial asset held at amortised cost in prior periods.

Derivative contracts

Derivative contract financial assets and financial liabilities are initially recognised at fair value on the

date that a derivative contract is entered into, and they are subsequently remeasured to their fair value

at the end of each reporting period (see section (c) below).

Interest-bearing loans and borrowings

The fair value of all interest-bearing loans and borrowings has been calculated by discounting all future

cash flows to their present value using a market rate reflecting the Group’s cost of borrowing at the

balance sheet date (Level 2). See Note 20 for further details.

Trade and other payables

The carrying amount of all trade payables is deemed to reflect fair value at the balance sheet date.

Other financial liabilities

The carrying value and valuation basis of the Group’s other financial liabilities are set out in Note 25.

c) Market risk

Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates

and interest rates, will affect the Group’s income or the value of its holdings of financial instruments.

The objective of market risk management is to manage and control market risk exposures within

acceptable parameters, while optimising the return on risk.

Commodity price risk

The Group is exposed to variability in the price of commodities used in the production or in the

packaging of finished products, such as apples, glass, barley, aluminium, polymer, wheat and sugar/

glucose. Commodity price risk is managed, where economically viable, through fixed price contracts

with suppliers incorporating appropriate commodity hedging and pricing mechanisms. The Group

does not directly enter into commodity hedge contracts. The cost of production is also sensitive to

variability in the price of energy, primarily gas and electricity. It is Group policy to fix the cost of a

certain level of its energy requirement through fixed price contractual arrangements directly with its

energy suppliers.

Currency risk

The Company’s functional and reporting currency is Euro. The Euro is also the Group’s reporting

currency and the currency used for all planning and budgetary purposes. The Group is exposed to

currency risk in relation to sales and purchase transactions by Group companies in currencies other

than their functional currency (transaction risk), and fluctuations in the Euro value of the Group’s net

investment in foreign currency (primarily Sterling) denominated subsidiary undertakings (translation

risk). Currency exposures for the entire Group are managed and controlled centrally. The Group

seeks to minimise its foreign currency transaction exposure, when possible, by offsetting the foreign

currency input costs against the same foreign currency receipts, creating a natural hedge. When the

remaining net currency exposure is material, the Group enters into foreign currency forward contracts

to mitigate and protect against adverse movements in currency risk and remove uncertainty over the

foreign currency equivalent cash flows. At 28 February 2025, the Group had €11.8m of forward foreign

currency cash flow hedges outstanding (FY2024: €13.1m).

In addition, the Group has a number of long-term intra-group loans for which settlement is neither

planned nor likely to happen in the foreseeable future, and as a consequence of which are deemed

quasi equity in nature and are therefore part of the Group’s net investment in its foreign operations.

The Group does not hedge the translation exposure arising on the translation of the profits of foreign

currency subsidiaries.

The net currency gains and losses on transactional currency exposures are recognised in the Income

Statement and the changes arising from fluctuations in the Euro value of the Group’s net investment in

foreign operations are reported separately within Other Comprehensive Income.

	2025	2024
Group	€m	€m
Derivatives:
Cash flow hedges – currency forwards	(0.4)	(0.2)
Total	(0.4)	(0.2)

			Interrelationship
			between significant
			unobservable
		Significant unobservable	inputs and fair value
Type	Valuation technique	inputs	measurement
Foreign currency	Forward pricing: The fair value is	Not applicable.	Not applicable.
forward contracts	determined using quoted forward exchange
	rates at the reporting date and present
	value calculations based on high credit
	quality yield curves in respective currencies.

198

C&C Group plc Annual Report 2025

Notes forming part of the financial statements continued

24. Financial Instruments and Financial Risk Management (continued)

Hedge ineffectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments, to ensure that an economic relationship exists between the hedged

item and hedging instrument. For hedges of foreign currency purchases, the Group enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the

hedged item. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item, such that the critical terms no longer match exactly with

the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness.

In hedges of foreign currency purchases, ineffectiveness might arise if the timing of the forecast transaction changes from what was originally estimated, or if a degree of forecast purchases are no longer highly

probable to occur. The hedging ratio is 1:1 as the quantity of purchases designated matches the notional amount of the hedging instrument. No ineffectiveness was recognised in the Income Statement in the

current or prior financial year.

The currency profile of the Group and Company’s financial instruments subject to translational exposure as at 28 February 2025 is as follows:

	Euro	Sterling	USD	AUD	NZD	ZAR	Not at risk	Total
Group	€m	€m	€m	€m	€m	€m	€m	€m
Cash and cash equivalents	3.6	3.0	4.4	0.4	0.2	–	132.4	144.0
Trade receivables	4.7	–	0.8	0.7	0.5	–	93.4	100.1
Advances to customers	–	–	–	–	–	–	40.0	40.0
Interest-bearing loans and borrowings*	(121.9)	(49.7)	–	–	–	–	(53.3)	(224.9)
Lease liabilities	–	(2.1)	–	–	–	–	(129.3)	(131.4)
Trade and other payables	(19.5)	(12.2)	(3.4)	(0.3)	(1.3)	–	(289.8)	(326.5)
Financial liabilities	–	–	–	–	–	–	(6.2)	(6.2)
Provisions	–	–	–	–	–	–	(14.6)	(14.6)
Gross currency exposure	(133.1)	(61.0)	1.8	0.8	(0.6)	–	(227.4)	(419.5)

	Sterling	USD	Not at risk	Total
Company	€m	€m	€m	€m
Cash and cash equivalents	0.1	–	–	0.1
Interest-bearing loans and borrowings*	(49.6)	–	(53.1)	(102.7)
Net amounts due to Group undertakings	10.8	–	496.8	507.6
Accruals	–	–	(3.6)	(3.6)
Gross currency exposure	(38.7)	–	440.1	401.4

* Unamortised borrowing costs are presented within financial assets, please see Notes 20 and 24.

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Notes forming part of the financial statements continued

24. Financial Instruments and Financial Risk Management (continued)

The currency profile of the Group and Company’s financial instruments subject to translational exposure as at 29 February 2024 was as follows:

	Euro	Sterling	USD	AUD	NZD	ZAR	Not at risk	Total
Group	€m	€m	€m	€m	€m	€m	€m	€m
Cash and cash equivalents	4.4	3.6	4.4	1.2	0.7	0.2	145.6	160.1
Trade receivables	5.1	1.9	4.9	0.9	0.8	0.2	106.5	120.3
Advances to customers	–	–	–	–	–	–	39.1	39.1
Interest-bearing loans and borrowings*	(117.0)	(48.0)	–	–	–	–	(53.0)	(218.0)
Lease liabilities	–	(2.6)	–	–	–	–	(107.5)	(110.1)
Trade and other payables	(17.6)	(22.9)	(5.1)	(0.4)	(1.5)	(0.2)	(349.9)	(397.6)
Financial liabilities	–	–	–	–	–	–	(6.8)	(6.8)
Provisions	–	–	–	–	–	–	(10.1)	(10.1)
Gross currency exposure	(125.1)	(68.0)	4.2	1.7	–	0.2	(236.1)	(423.1)

	Sterling	USD	Not at risk	Total
Company	€m	€m	€m	€m
Cash and cash equivalents	0.1	–	0.2	0.3
Interest-bearing loans and borrowings*	(48.0)	–	(53.0)	(101.0)
Net amounts due to Group undertakings	29.0	0.1	531.9	561.0
Accruals	(1.0)	–	(1.1)	(2.1)
Gross currency exposure	(19.9)	0.1	478.0	458.2

* Unamortised borrowing costs are presented within financial assets, please see Notes 20 and 24.

A 10% strengthening in the Euro against all currencies noted above, based on outstanding financial assets and liabilities at 28 February 2025, would have a €5.4m positive impact (FY2024: €5.6m) on equity. A 10%

weakening in the Euro against all currencies noted above would have a €6.6m negative effect (FY2024: €6.9m) on equity. This analysis assumes that all other variables, in particular interest rates, remain constant.

Interest rate risk

The interest rate profile of the Group and Company’s interest-bearing financial instruments at the reporting date is summarised as follows:

		Group		Company
		2025	2024	2025	2024
	Interest rate profile	€m	€m	€m	€m
Cash and cash equivalents	Floating rate	144.0	160.1	0.1	0.3
Unsecured term and RCF loans*	Floating rate	(122.1)	(117.0)	–	–
Private Placement notes*	Fixed rate	(102.8)	(101.0)	(102.8)	(101.0)
		(80.9)	(57.9)	(102.7)	(100.7)

* Unamortised borrowing costs are presented within financial assets, please see Notes 20 and 24.

200

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Notes forming part of the financial statements continued

24. Financial Instruments and Financial Risk Management (continued)

		Significant unobservable	Interrelationship between significant unobservable inputs
Type	Valuation technique	inputs	and fair value measurement
Interest rate swaps	Swap models: The fair value is calculated as the present value of the estimated future cash flows.	Not applicable.	Not applicable.
	Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates.
	Estimated cash flows are discounted using a yield curve constructed from similar sources and which reflects the relevant
	benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps.
	The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the Group and of the counterparty;
	this is calculated based on credit spreads derived from current credit default swap or bond prices.

The Group exposure to interest rate risk arises principally from its long-term debt obligations. A 0.25% increase/decrease in Euribor and Sonia rates would result in a €0.7m (FY2024: €1.2m) impact on the

Income Statement, over the duration of the tenure, with respect to the interest charge on interest-bearing loans and borrowings.

The Group is exposed to interest rate risk in relation to its €350m multi-currency interest-bearing revolving credit facility. With the Group’s USPP notes, there is a portion of long-term debt obligations where

the interest is fixed for the duration of the facilities and not subject to changes in Euribor and Sonia rates. Interest rate exposures for the Group are managed and controlled centrally. The Group seeks to

minimise its interest rate exposure by assessing and executing hedging strategies in a non-speculative manner, in line with Group policy and at a reasonable cost when economically viable to do so.

As at 28 February 2025, the Group had a portion of its interest rate risk hedged with the objective to manage risk of the Group’s long-term exposure to interest rates and in line with C&C Group Policy. With

rising interest rate environment, coming from both the European Central Bank and Bank of England, following recent history of modest or negative interest rates, the Group executed a €60m three-year Euro

interest rate hedge against Euro debt facilities exposed to EURIBOR fluctuations. The hedge was executed in line with the Group guardrails and ensures that 72% (FY2024: 73%) of the Group’s interest-bearing

loans and borrowings as at 28 February 2025 are now either hedged or fixed through the USPP notes. The USPP notes were issued in March 2020 with a fixed interest rate for Euro and GBP notes, the notes

have maturity dates ranging from 2030 to 2032.

	2025	2024
Group	€m	€m
Derivatives:
Cash flow hedges – interest rate	–	0.5
Total	–	0.5

Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are classified as ‘held for trading’ for

accounting purposes and are accounted for at fair value through the Income Statement. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after

the end of the reporting period.

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Notes forming part of the financial statements continued

	2025	2024
Group	€m	€m
Hedging reserves – interest rate hedges
Opening balance 1 March	0.3	1.1
Change in fair value of hedging recognised in Other Comprehensive Income for the year	(0.7)	(0.8)
Closing balance 28 February – continuing interest rate hedges	(0.4)	0.3

Hedge ineffectiveness is determined at the inception of the hedge relationship, and through periodic

prospective effectiveness assessments, to ensure that an economic relationship exists between the

hedged item and hedging instrument.

For hedges of interest rates, the critical terms of the hedging instrument match exactly with the

terms of the hedged item. The Group therefore performs a qualitative assessment of effectiveness. If

changes in circumstances affect the terms of the hedged item, such that the critical terms no longer

match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical

derivative method to assess effectiveness. In hedges of interest rates, ineffectiveness might arise on

the sale of the business or repayment of debt which would impact hedged item. No ineffectiveness was

recognised in the Income Statement in the current or prior financial year.

d) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial

instrument fails to meet its contractual obligations, and arises principally from the Group’s trade

receivables, its cash advances to customers, cash and cash equivalents (including deposits with banks)

and derivative financial instruments contracted with banks. The Group has an indirect exposure to

European Sovereigns via its defined benefit pension scheme investment portfolio. In the context of

the Group’s operations, credit risk is mainly influenced by the individual characteristics of individual

counterparties and is not considered particularly concentrated as it primarily arises from a wide and

varied customer base; there are no material dependencies or concentrations of individual customers

which would warrant disclosure under IFRS 8 Operating Segments.

The Group has detailed procedures for monitoring and managing the credit risk related to its

trade receivables and advances to customers based on experience, customer track records and

historic default rates and forward-looking information, such as concentration maturity and the

macroeconomic circumstances within the Group’s primary trading markets.

Generally, individual ‘risk limits’ are set on a customer-by-customer basis and risk is only accepted

above such limits in defined circumstances. A strict credit assessment is made of all new applicants

who request credit-trading terms. The utilisation and revision, where appropriate, of credit limits is

regularly monitored. Impairment provision accounts are used to record impairment losses unless

the Group is satisfied that no recovery of the amount owing is possible. At that point, the amount

is considered irrecoverable and is written off directly against the trade receivable or advance to

customer. The Group also manages credit risk through the use of a receivables purchase arrangement,

for an element of its trade receivables. Under the terms of this arrangement, the Group transfers the

credit risk, late payment risk and control of the receivables sold. As at 28 February 2025, the Group’s

year end cash and cash equivalents had benefited by €109.8m (FY2024: €105.9m) with respect to this

purchase arrangement. The Group’s trade receivables subject to the programme are derecognised as

the arrangement meets the derecognition criteria in IFRS 9 Financial Instruments.

Advances to customers are generally secured by, amongst others, rights over property or intangible

assets, such as the right to take possession of the premises of the customer. During the financial year,

the Group did not exercise its right to take possession of any material collateral that would require

disclosure. At 28 February 2025, the Group held collateral of €0.3m (FY2024: €0.8m) on financial

assets that are credit impaired and recognised no expected credit loss on financial assets of €18.3m

(FY2024: €18.5m) due to collateral.

Interest rates calculated on repayment/annuity advances are generally based on the risk-free rate plus

a margin, which takes into account the risk profile of the customer and value of security given. The

Group establishes an allowance for impairment of customer’s advances that represents its estimate of

potential future losses.

From time to time, the Group holds significant cash and cash equivalents balances, which are

invested on a short-term basis and disclosed under cash and cash equivalents in the Consolidated

Balance Sheet. Risk of counterparty default arising on short-term cash deposits is controlled within a

framework of dealing primarily with banks who are members of the Group’s banking syndicate, and by

limiting the credit exposure to any one of these banks or institutions. Management does not expect

any counterparty to fail to meet its obligations.

The Company also bears credit risk in relation to amounts owed by Group undertakings and from

guarantees provided in respect of the liabilities of wholly owned subsidiaries as disclosed in Note 28.

24. Financial Instruments and Financial Risk Management (continued)

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Notes forming part of the financial statements continued

24. Financial Instruments and Financial Risk Management (continued)

The carrying amount of financial assets, net of impairment provisions represents the maximum credit

exposure. The maximum exposure to credit risk at the reporting date was:

	Group		Company
	2025	2024	2025	2024
Group	€m	€m	€m	€m
Trade receivables	100.1	120.3	–	–
Advances to customers	40.0	39.1	–	–
Amounts due from Group undertakings	–	–	579.6	611.2
Cash and cash equivalents	144.0	160.1	0.1	0.3
	284.1	319.5	579.7	611.5

The ageing of trade receivables and advances to customers together with an analysis of movement in

the Group’s impairment provisions against these receivables are disclosed in Note 15. The Group does

not have any significant concentrations of risk.

e) Liquidity risk

Liquidity risk is the risk that the Group or Company will not be able to meet its financial obligations as

they fall due.

The Group’s policy is to ensure that sufficient resources are available either from cash and cash

equivalents balances, cash flows or committed bank facilities to meet all debt obligations as they

fall due. To achieve this, the Group (a) maintains adequate cash and cash equivalents balances; (b)

prepares detailed cash projections; and (c) keeps refinancing options under review. In addition, the

Group maintains an overdraft facility that is unsecured.

Cash and liquidity have continued to be a key focus for the Group throughout FY2025.

In March 2020, the Group completed the successful issue of the new USPP notes. The unsecured

notes, denominated in both Euro and Sterling, have maturities of 10 and 12 years and diversify the

Group’s sources of debt finance.

The Group successfully negotiated and completed a refinancing of the current multi-currency facility

agreement which was repayable in a single instalment in May 2023 following the announcement of

the Group’s FY2023 Results, at which point the new facility began. The Group has entered into a new

five-year committed sustainability-linked facility comprised of a €250m multi-currency revolving loan

facility and a €100m non-amortising Euro term loan, both with a maturity of FY2028. The facility offers

optionality of two 1-year extensions to the maturity date callable within 12 months and 24 months of

initial drawdown respectively. During FY2025, the Group exercised the second optional extension of

the facilities bringing the maturity date of €250m multi-currency revolving loan facility and a €100m

non-amortising Euro term loan to January 2030 (FY2030). Both the multi-currency facility and the

Euro term loan were negotiated with six banks, namely ABN Amro Bank, Allied Irish Bank, Bank of

Ireland, Barclays Bank, HSBC and Rabobank.

The multi-currency revolving facilities agreement provides for a further €100m in the form of an

uncommitted accordion facility. At 28 February 2025 the Group had €125m drawn down from the

term loan and multi-currency revolving facilities (FY2024: €120.0m) and €103.5m drawn down from

Private Placement notes (FY2024: €101.6m).

The Company and Group had no financial indebtedness in the form of non-bank debt.

All bank loans drawn are unsecured and rank pari passu. All borrowings of the Group are guaranteed

by a number of the Group’s subsidiary undertakings. The Euro term loan and multi-currency facilities

agreement allows the early repayment of debt without incurring additional charges or penalties. The

USPP allows the early prepayment of the notes at any time subject to the payment of a make whole

amount to compensate the note holders for the interest that would have been received on the notes

had they not been prepaid early.

All borrowings of the Company and Group at 28 February 2025 are repayable in full on change of

control of the Group.

The Company and the Group complied with all covenants at each reporting date in the current and

prior financial year. There is no effect on the Group’s covenants as a result of implementing IFRS 16

Leases in FY2020 as all covenants are calculated on a pre-IFRS 16 Leases adoption basis.

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Notes forming part of the financial statements continued

24. Financial Instruments and Financial Risk Management (continued)

The following are the contractual maturities of financial liabilities, including interest payments:

			2025
		Contractual cash	6 months	6–12	1–2	Greater than
	Carrying amount	flows	or less	months	years	2 years
Group	€m	€m	€m	€m	€m	€m
Interest-bearing loans
and borrowings*	(224.9)	(277.1)	(4.5)	(4.5)	(8.9)	(259.2)
Trade and other payables	(326.5)	(326.5)	(326.5)	–	–	–
Lease liabilities	(131.4)	(177.1)	(13.4)	(13.4)	(23.1)	(127.2)
Provisions	(14.6)	(16.1)	(3.2)	(3.2)	(3.7)	(6.0)
Other financial liabilities	(6.2)	(6.2)	–	(1.0)	(1.0)	(4.2)
Total	(703.6)	(803.0)	(347.6)	(22.1)	(36.7)	(396.6)

				2024
		Contractual cash	6 months	6–12	1–2	Greater than
	Carrying amount	flows	or less	months	years	2 years
Group	€m	€m	€m	€m	€m	€m
Interest-bearing loans
and borrowings*	(218.0)	(279.3)	(5.9)	(5.9)	(11.7)	(255.8)
Trade and other payables	(345.3)	(345.3)	(345.3)	–	–	–
Lease liabilities	(110.1)	(138.9)	(11.3)	(13.0)	(22.3)	(92.3)
Provisions	(10.1)	(11.5)	(0.8)	(0.9)	(5.7)	(4.7)
Other financial liabilities	(6.8)	(6.8)	–	(0.7)	(0.7)	(5.4)
Total	(690.3)	(781.8)	(363.3)	(20.5)	(40.4)	(358.2)
Interest-bearing loans
and borrowings*	(102.7)	(126.3)	(1.9)	(1.9)	(3.8)	(118.8)
Amounts due to Group undertakings	(72.0)	(72.0)	(72.0)	–	–	–
Accruals	(3.6)	(3.6)	(3.6)	–	–	–
Total contracted outflows	(178.3)	(201.9)	(77.5)	(1.9)	(3.8)	(118.8)
Company
Interest-bearing loans
and borrowings*	(101.0)	(120.1)	(1.9)	(1.9)	(3.8)	(112.5)
Amounts due to Group undertakings	(50.2)	(50.2)	(50.2)	–	–	–
Accruals	(2.1)	(2.1)	(2.1)	–	–	–
Total contracted outflows	(153.3)	(172.4)	(54.2)	(1.9)	(3.8)	(112.5)

* Unamortised borrowing costs are presented within financial assets, please see Notes 20 and 24 .

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Notes forming part of the financial statements continued

25. Other Financial Liabilities

	2025	2024
Group	€m	€m
Contractual financial liabilities:
At 1 March	6.8	–
Translation adjustment	0.2	–
Charged during the year	–	6.8
Utilised during the year	(1.0)	–
Unwinding of discount on provisions	0.2	–
At end of year	6.2	6.8

Disclosure of financial liabilities

	2025	2024
Group	€m	€m
Current liabilities	1.0	1.0
Non-current liabilities	5.2	5.8
	6.2	6.8

During the year ended 29 February 2024, the Group made an offer to settle some of its onerous

contract obligations with its bittersweet apple suppliers (see Note 18) and accordingly €6.8m was

reclassified as a financial liability and initially recognised at fair value based on the present value of the

future payments, in accordance with IFRS 9. During FY2025, a total of €1.4m has been paid to the

suppliers comprising €1.0m in respect of financial liabilities and €0.4m in respect of onerous contracts

(see Note 18).

Key assumption used in calculating the value of the other financial liabilities:

The calculation of the value of other financial liabilities is most sensitive to the assumption of the

discount rate, which is the risk-free rate based on the UK bond yield curve as at the year-end date. The

average discount rate used was 4.4% (FY2024: 4.1%) and a 1% change in the discount rate would give

rise to a €0.2m (FY2024: €0.3m) change in the value of the other financial liabilities.

26. Share Capital and Reserves

		Allotted and		Allotted and
	Authorised	called up	Authorised	called up
Ordinary Shares of €0.01 each	Number	Number*	€m	€m
At 1 March 2023	800,000,000	402,007,212	8.0	4.0
Shares issued in respect
of options exercised	–	701,678	–	–
At 29 February 2024	800,000,000	402,708,890	8.0	4.0
Shares issued in respect
of options exercised	–	804,688	–	–
Shares cancelled following
share buybacks	–	(16,139,861)	–	(0.2)
At 28 February 2025	800,000,000	387,373,717	8.0	3.8

* Inclusive of 11.3m (FY2024: 11.2m, FY2023: 11.0m) Treasury shares (see below).

All shares in issue carry equal voting and dividend rights.

Share buybacks

On 21 February 2024, the Group announced that it would commence a Share Buyback Programme as

part of the Group’s plan to return up to €150m to Shareholders over the next three fiscal years ending

in February 2025, 2026 and 2027 through a combination of dividends and share buybacks. The Group

has completed two tranches of share buybacks for €15m each during FY2025 and the Programme is

underpinned by the Board’s continued confidence in the medium-term outlook for the business and its

strong cash generation capabilities. The Board also believes that the Programme represents the most

effective use of capital in the current environment.

Under the Programme, the Group purchased and cancelled 16,139,861 shares with a nominal value

of €0.01 each during the current financial year (FY2024: €nil), representing 4.0% of the Group’s

issued share capital at 1 March 2024, at an average price paid of 1.86 euros per share and a total

cost of €30.0m.

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Notes forming part of the financial statements continued

26. Share Capital and Reserves (continued)

Treasury shares

			Ordinary Shares held by the Trustee of the Employee Trust and
			Partnership and Matching Share Scheme		Other Treasury Shares			Total Treasury Shares*
		Consideration	Total		Consideration	Total		Consideration	Total
	Number of shares	€	€m	Number of shares	€	€m	Number of shares	€	€m
At 1 March 2023	1,989,883		6.7	9,025,000		29.7	11,014,883		36.4
Shares acquired in the open market	386,630	1.29	0.5	–	–	–	386,630	1.29	0.5
Shares disposed of or transferred to Participants	(198,714)	3.21	(0.6)	–	–	–	(198,714)	3.21	(0.6)
At 29 February 2024	2,177,799		6.6	9,025,000	–	29.7	11,202,799		36.3
Shares acquired in the open market	290,471	1.83	0.5	–	–	–	290,471	1.83	0.5
Shares disposed of or transferred to Participants	(237,199)	2.74	(0.6)	–	–	–	(237,199)	2.74	(0.6)
At 28 February 2025	2,231,071		6.5	9,025,000	–	29.7	11,256,071		36.2

* The nominal value of Treasury shares at 28 February 2025 was €0.1m, (FY2024: €0.1m, FY2023: €0.1m).

All shares held by Kleinwort Benson (Guernsey) Trustees Limited as trustees of the C&C Employee Trust and Link Market Services Trustees Limited as trustees of the Partnership and Matching Share scheme

which were neither cancelled nor disposed of by the Trust at 28 February 2025 continue to be included in the treasury share reserve. During the financial year, 237,199 (FY2024: 198,714) shares were either

sold or transferred by the Trustees and are no longer accounted for as Treasury shares.

Equity share capital issued under its Joint Share Ownership Plan, which is held in trust by an Employee Trust is classified as Treasury shares on consolidation until such time as the Interests lapse and the shares

are cancelled or disposed of by the Trust. All interests have now vested or lapsed and all vested interests have now been exercised. Remaining in the Trust are shares that lapsed and shares that were withheld

by the Trust in lieu of some, or all, of the consideration due with respect to exercised interests. Also included in the reserve is the purchase of 9,025,000 of the Company’s own shares in the financial year ended

28 February 2015 at an average price of €3.29 per share under the Group’s share buyback programme.

Share premium – Group

The change in legal parent of the Group on 30 April 2004, as disclosed in detail in that year’s annual report, was accounted for as a reverse acquisition. This transaction gave rise to a reverse acquisition reserve

debit of €703.9m, which, for presentational purposes in the Group financial statements, has been netted against the share premium in the Balance Sheet.

Share premium – Company

The share premium, as stated in the Company Balance Sheet, represents the premium recognised on shares issued and amounts to €1,048.2m at 28 February 2025 (FY2024: €1,048.2m).

Other undenominated reserve and capital reserve

These reserves initially arose on the conversion of preference shares into share capital of the Company and other changes and reorganisations of the Group’s capital structure.

Cash flow hedge reserve

The hedging reserve includes the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.

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Notes forming part of the financial statements continued

26. Share Capital and Reserves (continued)

Share-based payment reserve

The reserve relates to amounts expensed in the Income Statement in connection with share option

grants falling within the scope of IFRS 2 Share-Based Payment, less reclassifications to retained income

following exercise/forfeit post vesting or lapse of such share options and interests, as set out in Note 4.

Currency translation reserve

The translation reserve comprises all foreign exchange differences from 1 March 2004, arising from

the translation of the Group’s net investment in its non-Euro denominated operations, including

the translation of the profits of such operations from the average exchange rate for the year to the

exchange rate at the Balance Sheet date.

Revaluation reserve

Since 2009 the Group has completed a number of external and internal valuations on its property,

plant and equipment. Gains arising from such revaluations are posted to the Group’s revaluation

reserve, unless it reverses a revaluation decrease on the same asset previously recognised as an

expense, where it is first credited to the Income Statement to the extent of the write down. Any

decreases in the value of the Group’s property, plant and equipment as a result of external or internal

valuations are recognised in the Income Statement except where there had been a previously

recognised gain in the revaluation reserve as a result of the same asset, in which case, the gain is

eliminated from the revaluation reserve to offset the loss in the first instance.

During the current financial year, as outlined in detail in Note 11, the Group engaged external valuers to

value the freehold land and buildings and plant and machinery at the Group’s Clonmel (Tipperary) and

Wellpark (Glasgow). Using the valuation methodologies, this resulted in a net revaluation gain of €1.8m

accounted for within the revaluation reserve via Other Comprehensive Income.

During the prior financial year, as outlined in detail in Note 11, the Group engaged external

valuers to value the freehold land and buildings and plant and machinery at the Group’s Clonmel

(Tipperary), Wellpark (Glasgow) and Portugal sites. Using the valuation methodologies, this

resulted in a net revaluation gain of €0.2m accounted for within the revaluation reserve via

Other Comprehensive Income.

Capital management

The Board’s policy is to maintain a strong capital base so as to safeguard the Group’s ability to:

continue as a going concern for the benefit of Shareholders and stakeholders; maintain investor,

creditor and market confidence; and sustain the future development of the business through the

optimisation of the value of its debt and equity shareholding balance.

The Board considers capital to comprise of long-term debt and equity. The Board periodically reviews

the capital structure of the Group, considering the cost of capital and the risks associated with each

class of capital. The Board approves any material adjustments to the capital structure in terms of the

relative proportions of debt and equity. In order to maintain or adjust the capital structure, the Group

may issue new shares, dispose of assets to reduce debt, alter dividend policy by increasing or reducing

the dividend paid to Shareholders, return capital to Shareholders and/or buyback shares.

Please refer to Note 20 for details of the Group’s loans and borrowings.

Subject to Shareholder approval at the Annual General Meeting, the Directors have proposed a final

dividend of 4.13 cent per Ordinary Share to be paid on 18 July 2025 to Shareholders registered at the

close of business on 13 June 2025. An interim dividend of 2.00 cent per share was paid with respect to

FY2025; therefore, the Group’s full year dividend will amount to 6.13 cent per share. There is no scrip

dividend alternative. Total dividends for the prior financial year were 5.86 cent per share.

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Notes forming part of the financial statements continued

27. Commitments

a) Capital commitments

At the year end, the following capital commitments authorised by the Board had not been provided for in the consolidated financial statements:

	2025	2024
Group	€m	€m
Contracted	4.6	6.3
Not contracted	14.5	17.7
	19.1	24.0

The contracted capital commitments at 28 February 2025 are with respect of contracts that support the Group in achieving its environmental targets and optimising its operational footprint.

b) Other commitments

At the year end, the value of contracts placed for future expenditure was:

				2025
						Gas and
	Apples	Glass	Marketing	Barley and Sugar	Aluminium	Electricity	Total
Group	€m	€m	€m	€m	€m	€m	€m
Payable in less than one year	1.6	0.3	3.4	15.6	5.7	–	26.6
Payable between 1 and 5 years	4.5	–	1.7	11.7	–	–	17.9
Payable greater than 5 years	3.2	–	–	–	–	–	3.2
	9.3	0.3	5.1	27.3	5.7	–	47.7

				2024
	Apples	Glass	Marketing	Barley and Sugar	Aluminium	Gas and Electricity	Total
Group	€m	€m	€m	€m	€m	€m	€m
Payable in less than one year	1.6	2.7	4.3	7.9	0.7	1.8	19.0
Payable between 1 and 5 years	5.3	–	4.5	–	–	–	9.8
Payable greater than 5 years	4.1	–	–	–	–	–	4.1
	11.0	2.7	8.8	7.9	0.7	1.8	32.9

Where the Group has hedged an input cost, but a market exists for the Group to resell that input cost in the open market, then the Group does not classify that as a commitment.

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Notes forming part of the financial statements continued

28. Guarantees and Contingencies

Where the Group or subsidiaries enter into financial guarantee contracts to guarantee the

indebtedness of other companies or joint ventures and associates within the Group, the Group/

subsidiary treats the guarantee contract as a financial liability.

As outlined in Note 20, the Group has US Private Placement notes and a multi-currency revolving

facility in place at year end. The Company has US Private Placement notes in place at year end.

The Company, together with a number of its subsidiaries, gave a letter of guarantee to secure its

obligations in respect of all borrowings as at 28 February 2025. The actual loans outstanding for the

Group at 28 February 2025 amounted to €228.5m (FY2024: €221.8m).

The resolution of uncertain tax positions, including those arising from ongoing Irish Revenue tax

reviews, could vary from what the Company and its subsidiaries has assumed, which could have an

adverse effect on the business.

During the year ended 28 February 2025, the Group assigned the lease of its former Crayford depot

to a third-party and, as part of the transaction, provided the landlord with a guarantee of €3.2m

(FY2024: €nil) to cover future rentals to March 2032.

Pursuant to the provisions of Section 357 of the Companies Act 2014, the Company has guaranteed

commitments entered into and liabilities of certain of its subsidiary undertakings incorporated in the

Republic of Ireland for the financial year to 28 February 2026 and as a result such subsidiaries are

exempt from certain filing provisions.

29. Related Party Transactions

The principal related party relationships requiring disclosure in the consolidated financial statements

of the Group under IAS 24: Related Party Disclosures pertain to the existence of subsidiary

undertakings and equity accounted investments, transactions entered into by the Group with these

subsidiary undertakings and equity accounted investments and the identification and compensation of

and transactions with key management personnel.

a) Group

Transactions

Transactions between the Group and its related parties are made on terms equivalent to those that

prevail in arm’s length transactions.

Subsidiary undertakings

The consolidated financial statements include the financial statements of the Company and its

subsidiaries. A listing of all subsidiaries is provided in Note 30. Sales to and purchases from subsidiary

undertakings, together with outstanding payables and receivables, are eliminated in the preparation of

the consolidated financial statements in accordance with IFRS 10 Consolidated Financial Statements.

Equity accounted investments

See Note 13 for details on equity accounted investments.

Loans extended by the Group to equity accounted investments are considered trading in nature and

are included within advances to customers in trade and other receivables (Note 15).

Details of transactions with equity accounted investments during the year and related outstanding

balances at the year end are as follows:

	Joint ventures		Associates
	2025	2024	2025	2024
Group	€m	€m	€m	€m
Net revenue	–	1.0	0.2	0.5
Trade and other receivables	–	1.4	–	–
Purchases	–	1.5	0.6	0.7
Trade and other payables	–	0.1	0.1	–
Loans	–	1.2	–	0.6

All outstanding trading balances with equity accounted investments, which arose from arm’s length

transactions, are to be settled in cash within 60 days of the reporting date.

Key management personnel

For the purposes of the disclosure requirements of IAS 24: Related Party Disclosures, the Group has

defined the term ‘key management personnel’, as its Executive and Non-Executive Directors. Executive

Directors participate in the Group’s equity share award schemes (Note 4) and are covered for death

in service by an insurance policy. Executive Directors may also benefit from medical insurance under a

Group policy (or the Group offers a cash alternative). No other non-cash benefits are provided. Non-

Executive Directors do not receive share-based payments nor post-employment benefits.

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Notes forming part of the financial statements continued

29. Related Party Transactions (continued)

Details of key management remuneration, charged to the Income Statement, are as follows:

	2025	2024
Group	Number	Number
Number of individuals	13	9

	€m	€m
Salaries and other short-term employee benefits*	3.7	3.0
Post-employment benefits	0.1	0.1
Equity settled share-based payment charge and related dividend accrual	–	0.4
Pay in lieu of notice*	0.5	0.7
Total	4.3	4.2

* In FY2025, Patrick McMahon received a gross payment in termination of his employment of €1,088,063 including €526,500 in lieu of notice

(FY2024: David Forde received a payment on termination of his employment of €1,895,556 including €723,690 in lieu of notice).

During the current and prior financial year, there were no transactions or balances between the

Group and its key management personnel or members of their close family apart from the Group sells

stock to St Austell Brewery Company Limited, of which Jill Caseberry is a Non-Executive Director. All

transactions with related parties involve the normal supply of goods or services and are priced on an

arm’s length basis. For the purposes of the Section 305 of the Companies Act 2014, the aggregate

gains by Directors on the exercise of share options during FY2025 was €0.2m (FY2024: €nil).

b) Company

The Company has a related party relationship with its subsidiary undertakings. Details of the

transactions in the year between the Company and its subsidiary undertakings are as follows:

	2025	2024
	€m	€m
Dividend income	11.1	363.1
Expenses paid on behalf of and recharged by subsidiary undertakings
to the Company	(5.3)	(4.5)
Equity settled share-based payments for employees of subsidiary
undertakings	0.9	1.4
Injection of cash funding and other movements with subsidiary
undertakings	(61.0)	(25.9)

30. Subsidiaries and Equity Accounted Investments

Subsidiaries

Incorporated and Registered in ROI

Trading Companies			Class of shares held as
	Registered		at 28 February 2025
Company Name	Office	Nature of Business	(100% unless stated)
Bulmers Limited	(a)	Cider	Ordinary
C & C Group International
Holdings Limited	(a)	Holding Company	Ordinary & Convertible
C & C Group Irish Holdings Limited	(a)	Holding Company	Ordinary
C&C Group Sterling Holdings Limited	(b)	Holding Company	Ordinary
C & C (Holdings) Limited	(a)	Holding Company	Ordinary
C&C Management Services Limited	(a)	Provision of	6% Cumulative Preference,
		Management Services	5% Second Non-
			Cumulative, Preference &
			Ordinary Stock
C&C Finco Limited	(b)	Financing Company	Ordinary
Cantrell & Cochrane Limited	(b)	Holding Company	Ordinary
Drygate Brewing Company Limited	(d)	Operator of	Ordinary
		public houses
M&J Gleeson & Co Unlimited Company (b)		Wholesale	Ordinary
Tennent’s Beer Limited	(a)	Beer	Ordinary
Wm. Magner Limited	(a)	Cider	Ordinary
Non-Trading Companies			Class of shares held as
	Registered		at 28 February 2025
Company Name	Office	Nature of Business	(100% unless stated)
M. & J. Gleeson (Investments) Limited	(b)	Non Trading	Ordinary
C&C Financing Designated Activity
Company	(b)	Non Trading	Ordinary
Magner’s Irish Cider Limited	(a)	Non Trading	Ordinary
Showerings (Ireland) Limited	(a)	Non Trading	Ordinary
Findlater (Wine Merchants) Limited	(a)	Non Trading	Ordinary
The Five Lamps Dublin Beer Company
Limited	(b)	Non Trading	Ordinary
C&C Brands Limited	(a)	Non Trading	Ordinary
C & C Group Pension Trust Limited	(a)	Non Trading	Ordinary
C&C Profit Sharing Trustee Limited	(a)	Non Trading	Ordinary
Cravenby Limited	(a)	Non Trading	Ordinary

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Notes forming part of the financial statements continued

Incorporated And Registered In United Kingdom

Trading Companies			Class of shares held as
	Registered		at 28 February 2025
Company Name	Office	Nature of Business	(100% unless stated)
Magners GB Ltd	(g)	Cider and Beer	Ordinary
C&C Management Services (UK) Ltd	(g)	Provision of	Ordinary
		Management Services
C&C IP UK Limited	(g)	Licensing Activity	Ordinary
Tennent Caledonian Breweries UK	(d)	Beer and Cider	Ordinary
Limited
Wallaces Express Limited	(d)	Holding Company	Ordinary
Tennent Caledonian Breweries	(d)	Wholesale	Ordinary
Wholesale Limited
Macrocom (1018) Limited	(d)	Investment	Ordinary
Matthew Clark Bibendum (Holdings)	(g)	Holding Company	Ordinary
Limited
Matthew Clark Bibendum Limited	(g)	Wholesale	Ordinary
Bibendum PLB (Topco) Limited	(g)	Holding Company	Ordinary
Bibendum Group Limited	(g)	Holding Company	Ordinary
Bibendum Off Trade Limited	(g)	Wholesale	Ordinary
C & C Holdings (NI) Ltd	(c)	Holding Company	Ordinary
Tennent’s NI Ltd	(c)	Cider & Beer	Ordinary & 3.25%
			Cumulative Preference
Non-Trading Companies			Class of shares held as
	Registered		at 28 February 2025
Company Name	Office	Nature of Business	(100% unless stated)
Bibendum Wine Limited	(g)	Non Trading	Ordinary
Gleeson N.I. Limited	(c)	Non Trading	Ordinary
Walker & Wodehouse Wines Limited	(g)	Wine	Ordinary
C & C Profit Sharing Trustee (NI) Ltd	(c)	Non Trading	Ordinary

Incorporated and Registered in Luxembourg

Trading Companies			Class of shares held as
	Registered		at 28 February 2025
Company Name	Office	Nature of Business	(100% unless stated)
C & C Luxembourg Sàrl	(e)	Holding & Financing	Class A to J Units
		Activity
Non-Trading Companies
C & C IP Sàrl	(e)	Licensing Activity	Class A to J Units

Incorporated and Registered in Delaware USA

Trading Companies				Class of shares held as
		Registered		at 28 February 2025
Company Name		Office	Nature of Business	(100% unless stated)
Vermont Hard Cider Company
Holdings, Inc.		(f)	Holding Company	Common Stock
Wm. Magner Inc.		(f)	Cider	Common Stock
Companies currently in liquidation process				Class of shares held as
				at 28 February 2025
Entity Registered	Date of VL	Name		(100% unless stated)
Ireland	27/11/2024	Wm. Magner (Trading) Limited		Ordinary
		The Annerville Financing Company
Ireland	27/11/2024	Unlimited Company		Ordinary
Ireland	27/11/2024	Ciscan Net Limited		Ordinary
Ireland	27/11/2024	Dowd’s Lane Brewing Company Limited		Ordinary
Ireland	28/02/2025	Thwaites Limited		A & B Ordinary
		Tipperary Natural Mineral Water (Sales)
Ireland	28/02/2025	Holdings Limited		Ordinary
Ireland	28/02/2025	M&J Gleeson Nominees Limited		Ordinary & Preference
UK	27/11/2024		The Orchard Pig Limited	Ordinary
UK	27/11/2024		Gaymer Cider Company Ltd	Ordinary
UK	27/11/2024		Wellpark Financing Limited	Ordinary
UK	28/02/2025		A2 Contractors Limited	Ordinary
UK	28/02/2025		Badaboom Limited	Ordinary
UK	28/02/2025		Mixbury Drinks Limited	Ordinary
UK	28/02/2025		The Wondering Wine Company Limited	Ordinary
LUX	28/02/2025		C & C IP (No. 2) Sàrl	Class A to J Units

Registered Office Addresses

(a) Annerville, Clonmel, Co. Tipperary, E91 NY79, Ireland.

(b) Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702, Ireland.

(d) Wellpark Brewery, 161 Duke Street, Glasgow, G31 1JD, United Kingdom.

(e) L-2132 Luxembourg, 18 Avenue Marie-Therese, Luxembourg.

(f) 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, US.

(g) Pavilion 2, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom .

30. Subsidiaries and Equity Accounted Investments (continued)

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Notes forming part of the financial statements continued

30. Subsidiaries and Equity Accounted Investments (continued)

Equity accounted investments

			Class of shares
			held as at
			28 February 2025
			(100% unless
Equity accounted investments	Notes	Nature of business	stated)
Associates
Braxatorium Parcensis CVBA (Belgium)	(a)	Brewing	33.33%
Shanter Inns Limited (Scotland)		(b) Public houses	Ordinary, 33%
Whitewater Brewing Co. Limited (Northern Ireland)	(c)	Brewing	Ordinary, 25%
Financial assets
Jubel Limited (England and Wales)	(d)	Brewing	Ordinary, 8.4%
Innis & Gunn Holdings Limited (Scotland)	(e)	Brewing	8%
Bramerton Condiments Limited (England and Wales)	(f)	Food and	Ordinary, 0.5%
		beverage

Notes:

The registered office address for each of the companies mentioned above and in the notes is as follows:

a) 3001 Leuven-Heverlee, Abdij van Park 7, Belgium.

b) 230 High Street, Ayr, KA7 1RQ, United Kingdom.

c) 3a Clarkill Road, Castlewellan, County Down, Northern Ireland, BT31 9BJ, United Kingdom.

d) Office 311, Edinburgh House, 170 Kennington Lane, London, SE11 5DP, United Kingdom.

e) Orchard Brae House, 30 Queensferry Road, Edinburgh, Scotland, EH4 2HS, United Kingdom.

f) 25 Farringdon Street, London, England, EC4A 4AB, EC4R 2SU, United Kingdom .

31. Post-Balance Sheet Events

Extended Producer Responsibility (EPR) Regulations – UK

The UK’s Producer Responsibility Obligations (Packaging and Packaging Waste) Regulations 2024

came into force on 1 January 2025, with the first assessment year commencing 1 April 2025. These

regulations introduce waste disposal fees for large producers, based on packaging volumes placed on

the UK market in the preceding calendar year.

As the assessment date to determine whether the Group meets the definition of a ‘Producer’ under

the EPR regime falls on 1 April 2025, no provision has been recognised in these financial statements.

However, the Group has since met the qualifying thresholds and is expected to incur disposal fees in

future reporting periods. The Group is monitoring this evolving area and will consider appropriate

recognition and disclosure in future periods once sufficient data and cost estimates are available.

US Tariff Announcement

On 2 April 2025, the US administration announced a 10% tariff on all imported goods, effective from

5 April 2025, along with additional tariffs of up to 50% on selected UK and EU goods – including

alcoholic beverages and soft drinks — effective from 8 April 2025. A temporary 90-day suspension

of the additional tariffs (excluding China) was introduced on 9 April 2025. The Group is reviewing the

impact of these measures on its exports to the US and currently does not expect any impact related to

this to be material.

CEO Transition

Following a short transition period after the appointment of Roger White as CEO on 20 January 2025,

Ralph Findlay stepped down from his joint role and reverted to his position as Non-Executive Chair with

effect from 1 March 2025.

Share Buyback Programme

The Group has commenced its previously announced share buyback programme and, between 1 May

2025 and 20 May 2025, repurchased 1,246,989 shares on the open market at an average price of

175.9 cent per share. The total cost of the buyback during this period amounted to €2.2m.

No other material post-balance sheet events requiring disclosure have been identified.

212

C&C Group plc Annual Report 2025

Financial definitions

Adjusted earnings Profit for the year attributable to equity Shareholders as adjusted for

exceptional items.

CGU Cash-generating unit

CODM Chief Operating Decision-Maker

Company C&C Group plc

Constant Currency Prior year revenue, net revenue and operating profit for each of the

Group’s reporting segments is restated to constant exchange rates

for transactions by subsidiary undertakings in currencies other than

their functional currency and for translation in relation to the Group’s

non-Euro denominated subsidiaries by revaluing the prior year figures

using the current year average foreign currency rates.

DBT Deferred Bonus Plan

DWT Dividend Withholding Tax

EBITDA Earnings before Interest, Tax, Depreciation and Amortisation charges

excluding the Group’s share of equity accounted investments’ profit/

(loss) after tax.

Adjusted EBITDA EBITDA as adjusted for exceptional items

EBIT Earnings before Interest and Tax

Adjusted EBIT EBIT as adjusted for exceptional items

Effective tax rate (%) Income and deferred tax charges relating to continuing activities

before the tax impact of exceptional items calculated as a percentage

of profit before tax for continuing activities before exceptional items

and excluding the Group’s share of equity accounted investments’

profit/(loss) after tax.

EPS Earnings per share

EU European Union

Exceptional Material items of income and expense within the Group results

for the year which by virtue of their size or nature, and are non-

recurring, are disclosed in the Income Statement and related notes

as exceptional items.

ESOS Executive Share Option Scheme

Export Sales in territories outside of Ireland, Great Britain and North America.

Free Cash Flow Free Cash Flow is a measure that comprises cash flow from operating

activities net of capital investment cash outflows which form part of

investing activities. Free Cash Flow highlights the underlying cash-

generating performance of the ongoing business.

FRS 101 Financial Reporting Standard 101 Reduced Disclosure Framework.

Functional currency The currency of the primary economic environment in which the

entity operates. The consolidated financial statements are presented

in Euro, which is the presentation currency of the Group and both the

presentation and functional currency of the Company.

GB Great Britain (i.e. England, Wales and Scotland).

For the purposes of segmental reporting, GB includes all sales

executed and managed outside the Island of Ireland.

Group C&C Group plc and its subsidiaries

HL Hectolitre (100 Litres)

kHL = kilo hectolitre (100,000 litres)

mHL = millions of hectolitres (100 million litres)

IAS International Accounting Standards

IASB International Accounting Standards Board

IFRIC International Financial Reporting Interpretations Committee

IFRS International Financial Reporting Standards as adopted by the EU

Interest cover Calculated by dividing the Group’s EBITDA excluding exceptional

items and discontinued activities by the Group’s interest expense,

excluding IFRS 16 Leases finance charges, issue cost write-offs, fair

value movements with respect to derivative financial instruments and

unwind of discounts on provisions, for the same period.

Leverage ratio A leverage ratio measures a company’s debt compared to its equity or

capital. These are referred to as either a Leverage ratio, which takes

the Net Debt as reported in Note 20 excluding leases, divided by

Adjusted EBIDTA as reported on a pre-IFRS 16 basis, or as a Covenant

ratio, which takes the Net Debt as reported in Note 20 excluding

leases and loan issue costs, divided by Adjusted EBIDTA as reported on

a pre-IFRS 16 basis.

213

Financial Statements Additional InformationGovernance ReportStrategic Report

Liquidity Liquidity is defined as cash and cash equivalents plus undrawn

amounts under the Group’s revolving credit facility.

LTIP Long-Term Incentive Plan

Net debt Net debt comprises borrowings (net of issue costs) less cash plus

lease liabilities capitalised under IFRS 16 Leases.

Net debt/EBITDA A measurement of leverage, calculated as the Group’s Net debt

divided by its EBITDA excluding exceptional items and discontinued

activities. The net debt to EBITDA ratio is a debt ratio that shows how

many years it would take for the Group to pay back its debt if net debt

and EBITDA are held constant.

Net revenue Net revenue is defined by the Group as revenue less excise duty.

The duty number disclosed represents the cash cost of duty paid

on the Group’s products. Where goods are bought duty paid and

subsequently sold, the duty element is not included in the duty line

but within the cost of goods sold. Net revenue therefore excludes duty

relating to the brewing and packaging of certain products. Excise

duties, which represent a significant proportion of revenue, are set

by external regulators over which the Group has no control and are

generally passed on to the consumer.

NI Northern Ireland

Non-controlling interest Non-controlling interest is the share of ownership in a subsidiary

entity that is not owned by the Group.

OECD Organisation for Economic Co-operation and Development

Off-trade All venues where drinks are sold for off-premises consumption

including shops, supermarkets and cash-and-carry outlets selling

alcohol for consumption off the premises.

On-trade All venues where drinks are sold at retail for off-premises consumption

including pubs, hotels and clubs selling alcohol for consumption on

the premises.

Operating profit Profit earned from the Group’s core business operations before net

financing and income tax costs and excluding the Group’s share of

equity accounted investments’ profit/(loss) after tax. In line with

the Group’s accounting policies certain items of income and expense

are separately classified as exceptional items on the face of the

Income Statement.

Operating margin Operating margin is based on operating profit before exceptional

items and is calculated as a percentage of net revenue.

PPE Property, plant and equipment

Revenue Revenue comprises the fair value of goods supplied to external

customers exclusive of intercompany sales and value added tax, after

allowing for discounts, rebates, allowances for customer loyalty and

other pricing related allowances and incentives.

ROI Republic of Ireland

TSR Total Shareholder Return

UK United Kingdom (Great Britain and Northern Ireland)

US United States of America

Financial definitions continued

88%

214

C&C Group plc Annual Report 2025

Additional

Information

215 Shareholder and

Other Information

IN THIS SECTION:

of consumers enjoyed the

flavour of Orchard Pig

Reveller in trial

Source: Triyit Insights, 12,839 tasters, June 2023

215

Financial Statements Additional InformationGovernance ReportStrategic Report

Shareholder and Other Information

C&C Group plc is an Irish registered company (registered number: 383466). Its Ordinary Shares are

quoted on the London Stock Exchange (ISIN: IE00B010DT83 SEDOL: B010DT8).

The authorised share capital of the Company at 28 February 2025 was 800,000,000 Ordinary Shares

at €0.01 each. The issued share capital at 28 February 2025 was 387,373,717 Ordinary Shares of

€0.01 each.

Euroclear Bank

Following the migration in March 2021 of securities settlement in the securities of Irish registered

companies listed on the London Stock Exchange (such as the Company) and/or Euronext Dublin

from the CREST settlement system to the replacement system, Euroclear Bank, the Company’s

shares are held and transferred in certificated form (that is, represented by a share certificate) or in

electronic form indirectly through the Euroclear System or through CREST in CDI (CREST Depository

Interest) form. Shareholders have the choice of holding their shares in electronic form or in the form

of share certificates. Shareholders should consult their stockbroker if they wish to hold their shares in

electronic form.

Dividend Payments

The Company may, by ordinary resolution, declare dividends in accordance with the respective

rights of Shareholders, but no dividend shall exceed the amount recommended by the Directors.

The Directors may also declare and pay interim dividends if they believe they are justified by the

profits of the Company available for distribution.

Subject to Shareholder approval at the 2025 Annual General Meeting, the Directors have proposed

a final dividend of 4.13 cent per Ordinary Share to be paid on 18 July 2025 to Shareholders registered

at the close of business on 13 June 2025. An interim dividend was paid of 2.00 cent per share;

therefore, the Group’s full year dividend will amount to 6.13 cent per share. There is no scrip

dividend alternative proposed.

Dividend Withholding Tax (‘DWT’) must be deducted from dividends paid by an Irish resident

company, unless a Shareholder is entitled to an exemption and has submitted a properly completed

exemption form to the Company’s Registrar. DWT applies to dividends paid by way of cash or by way

of shares under a scrip dividend scheme and is deducted at the standard rate of income tax (currently

20%). Non-resident Shareholders and certain Irish companies, trusts, pension schemes, investment

undertakings, companies resident in any member state of the European Union and charities may be

entitled to claim exemption from DWT. DWT exemption forms may be obtained from the Irish

Revenue Commissioners website: http://www.revenue.ie/en/tax/dwt/forms/index.html. Shareholders

should note that DWT will be deducted from dividends in cases where a properly completed

exemption form has not been received by the relevant record date. Shareholders who wish to

have their dividend paid direct to a bank account, by electronic funds transfer, should contact Link

Registrars to obtain a mandate form. Tax vouchers will be sent to the Shareholder’s registered

address under this arrangement.

Dematerialisation

There is a requirement in the Central Securities Depositories Regulations (‘CSDR’) that all newly issued

securities of quoted companies admitted to trading in the EU hold all shares through a CSD from

1 January 2023 and all existing transferrable securities of quoted companies admitted to trading in the

EU must be represented in book entry from 1 January 2025. We are pleased to inform Shareholders

that following a successful conversion on 1 January 2025, Irish corporate securities have now fully

transitioned to a dematerialised format. This means that all shares and securities will now exist only in

electronic form, eliminating the need for paper share certificates.

Shareholders may find it easier to access and manage their shareholdings securely online via the

Computershare Investor Services (Ireland) Limited Investor Centre portal which can be accessed at

www.investorcentre.com/ie

Share price data 2025 2024

Share price at year end £1.47 £1.43

Number of shares in issue at year end 387,373,717 402,708,890

Market capitalisation 28/29 February £568m £576m

Share price movement during the financial year

– High £1.77 £1.59

– Low £1.39 £1.23

216

C&C Group plc Annual Report 2025

Holders through Euroclear Bank

Investors who hold their shares via Euroclear Bank or (in CDI form) through CREST will automatically

receive dividends in Euro unless they elect otherwise.

Certificated Shareholders

Shareholders who hold their shares in certificated form will automatically receive dividends in Euro

with the following exceptions:

• shareholders with an address in the United Kingdom (UK) will automatically receive dividends

in Sterling.

• shareholders who had previously elected to receive dividends in a particular currency will continue

to receive dividends in that currency.

Shareholders who wish to receive dividends in a currency other than that which will be automatically

used should contact the Company’s Registrar.

E-Communication

In order to promote a more cost effective and environmentally friendly approach, the Company

provides the Annual Report electronically to Shareholders via the Group’s website and only sends a

printed copy to those who specifically request one. Shareholders who wish to alter the method by

which they receive communications should contact the Company’s Registrar. All Shareholders will

continue to receive printed proxy forms, dividend documentation, Shareholder circulars, and, where

the Company deems it appropriate, other documentation by post.

Company Secretary and Registered Office

Mark Chilton

C&C Group plc

Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702

Tel: +353 1 506 3900

Registrars

The Company changed its Registrar from Link Registrars Limited (trading as Link Group) to

Computershare Investor Services (Ireland) Limited with effect from 7 October 2024. Shareholders

with queries concerning their holdings, dividend information or administrative matters should contact

the Registrar at:

Computershare Investor Services (Ireland) Limited

PO Box 13030, Dublin 24, Ireland (if delivered by post); or at

Computershare Investor Services (Ireland) Limited

3100 Lake Drive

Citywest Business Campus

Dublin 24

D24 AK82

Ireland (if delivered by hand)

Telephone +353 (0)1 696 8443

www.computershare.com

Investor Relations

Instinctif Partners, 65 Gresham Street, London, EC2V 7NQ

FTI Consulting, The Academy Building, 42 Pearse Street, Dublin, D02 WP31

Principal Bankers

ABN Amro Bank

Allied Irish Bank

Bank of Ireland

Bank of Scotland

Barclays Bank

HSBC

Rabobank

Solicitors

McCann FitzGerald, Riverside One, Sir John Rogerson’s Quay, Dublin 2, D02 X576

Stockbrokers

Davy, Davy House, 49 Dawson Street, Dublin 2, D02 PY05

Barclays Bank plc, 1 Churchill Place, London E14 5HP

Deutsche Numis, 45 Gresham Street, London, EC2V 7BF

Auditor

Ernst & Young Chartered Accountants, Harcourt Centre, Harcourt Street, Dublin 2, D02 YA40.

Website

Further information on C&C Group plc is available atwww.candcgroupplc.com

Shareholder and Other Information continued

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LOGO TBC

Bulmers House

Keeper Road

Crumlin

Dublin 12

D12 K702

Ireland

Find out more:

www.candcgroupplc.com

C&C Group plc Annual Report and Accounts 2025