![]() # Annual report # and accounts 2025 ![]() #### INTRODUCTION #### We are AG Barr We are a UK-based branded beverage business focused on growth and the creation of long-term shareholder value. Ambitious and value-driven, with a strong consumer focus, we are brand owners and builders, offering a diverse and differentiated portfolio of brands that people love. #### Our Sustainability We take our environmental responsibilities seriously, continuously seeking to minimise our impact on the world in which we operate, whether through carbon and energy reduction, water and waste control actions or the reduction of our environmental impact through areas such as packaging. Read our responsible business report on pages 26 to 46  #### Our Brands Our brand portfolio comprises four core brands (IRN-BRU, Rubicon, Boost and FUNKIN) alongside a broad portfolio of strong challenger brands. See more about our core brands on page 9  #### Our Strategy Our overarching purpose is ‘Building great brands. For everyone.’ Read our strategy on page 8  Established 150 years ago in Scotland, now operating across the UK and with export markets throughout the world, we strive to grow our business both organically and through targeted acquisition. Employing over 900 people across the UK, we are proud to be a responsible business that listens to our consumers, builds lasting customer relationships, takes care of our people, values diversity, gives something back to our communities and works to minimise our environmental impact. “I am delighted to present my first annual report as Chief Executive Officer of AG Barr. I have thoroughly enjoyed the past nine months getting to know the business, which has reinforced my view that AG Barr is an outstanding Company built on strong foundations. This report demonstrates a successful year and positions the business for future growth. Looking forward, we have identified exciting and tangible opportunities to drive accelerated growth and I am confident that we can deliver this in the years ahead.’ Euan Sutherland Chief Executive Officer For more information visit our website agbarr.co.uk  ![]() Strategic Report Corporate Governance Accounts 1 #### FINANCIAL HIGHLIGHTS #### IN THIS #### REPORT For more information on KPIs see page 20  \* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 192 to 195. Revenue £420.4m +5.1% Adjusted ROCE\* 20.1% +170 bps Adjusted operating margin\* 13.6% +130 bps Net cash at bank\* £63.9m +19.2% Adjusted profit before tax\* £58.5m +15.8% Adjusted basic earnings per share\* (EPS) 39.77p +17.4% Profit before tax £53.2m +3.7% Full year dividend\* 16.86p +12.0% Corporate Governance Our section 172(1) statement describing how the Directors have had regard to the matters set out in section 172(1)(a) to (f) when performing their duties under section 172 of the Companies Act 2006 is set out in the Corporate Governance Report on pages 68 to 75 and is incorporated by reference into this Strategic Report. Strategic Report Financial highlights 1 At a glance 2 Investment case 3 Chair’s statement 4 Our business model 6 Our strategy 8 Our strategy in action 9 Financial key performance indicators 20 Non-financial key performance indicators 21 Chief Executive Officer’s review 22 Responsible Business report 26 Financial review 50 Risk Management 55 Corporate Governance Board of Directors 64 Corporate Governance Report 66 Audit and Risk Committee Report 81 Directors’ Remuneration Report 85 Director’s Report 123 Statement of Directors’ Responsibilities 129 Accounts Independent Auditor’s Report to the members of A.G. BARR p.l.c. 130 Consolidated Income Statement 139 Statements of Financial Position 140 Statement of Comprehensive Income 141 Statement of Changes In Equity 142 Cash Flow Statements 144 Notes to the Accounts 145 Glossary 192 Reconciliation of Non-GAAP Measures 193 Notice of Annual General Meeting 196 ![]() 2 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### AT A GLANCE #### Our business purpose has always #### been underpinned by strong values. #### We believe that how we act reflects #### who and what we are. For 150 years, we have cultivated a positive, results-driven, and supportive culture. As we continue to grow both organically and through acquisitions, it is essential that we retain the entrepreneurial spirit of the dynamic recent additions to our Group. At the same time, we remain committed to valuing and nurturing the unique qualities that make AG Barr an exceptional organisation to be part of. For more information on our people, culture and employee values see pages 29 to 33 For more information see our responsible business report on pages 68 to 75 #### We act with integrity #### We respect the environment #### We support healthy living #### We give back OUR PURPOSE: #### Building great brands. #### For everyone. OUR FOUR KEY COMMITMENTS: OUR STRENGTHS: #### Our people We work collaboratively, enjoy high levels of employee engagement and take pride in our talented, dedicated teams who are the foundation of our success. 900+ employees 78% Group-wide employee engagement #### Our suppliers We work in partnership with our key suppliers to ensure high quality products that are sourced and manufactured in a fair, ethical and environmentally responsible way. 1,000+ suppliers #### Our brands We pride ourselves on our diverse and differentiated portfolio of branded products that meet the changing needs of our consumers and offer great choice and value. 4 core brands Alongside a broad portfolio of strong challenger brands. #### Our locations We operate across five UK sites – our Cumbernauld site is our Head Office and is home to one of our two primary manufacturing sites, the other being in Milton Keynes. 5 UK sites ![]() 3 Strategic Report Corporate Governance Accounts #### INVESTMENT CASE Find out more about our stakeholder engagement on pages 68 to 75 ## Why ## invest in us? #### We are a UK focused, brand builder #### with a long history of profitable growth and cash delivery. We have #### an ambition to double in size – #### and then grow from there. 0101 #### Ambitious with #### value-driven #### strategy 0303 #### Clear growth #### opportunities – #### organic, innovation #### and M&A 0505 #### Financial #### strength 0202 #### Strong core brands #### with a challenger #### mentality 0404 #### Disciplined #### capital #### allocation 0606 #### Acting responsibly #### and sustainably ![]() A.G. BARR p.l.c. Annual Report and Accounts 2025 4 #### CHAIR STATEMENT Overview This year has marked another period of sales growth. This has been achieved despite the much publicised economic headwinds and the financial pressures on consumers, which have continued to influence the markets in which we operate. We have navigated these challenges effectively across the year to deliver a strong set of results. We have continued to invest in our brands, people and capital asset base and made significant progress with our margin rebuild plans. This puts us in a strong position to deliver sustained growth in the future. This year has seen a period of management transition, marked by the appointment of Euan Sutherland as Chief Executive Officer. Under Euan’s leadership, we are seeing the benefits of a renewed ambition to accelerate the growth of the business. Highlights: • Our soft drinks portfolio delivered strong volume and revenue growth, with a stand-out performance from the Rubicon brand which saw double digit revenue growth. • We continued to invest in our supply chain to expand capacity and increase in-house manufacturing to support our growth plans. This investment provided tangible benefits including enhanced margins and improved customer service. Our multi-year capital investment programme at our Cumbernauld site progressed as planned. In Q4 the Board approved the initial phases of the next significant step in expanding our Milton Keynes site, which will further increase capability and capacity over the next 3-5 years. • We successfully progressed our strategic programme to strengthen our convenience channel route to market and integrate Boost into our Barr Soft Drinks business. Both projects completed during the year and are delivering initial positive results. • The business is in excellent financial health, with strong cash generation, a robust balance sheet and improved return on capital. • Our performance has been driven by an outstanding team, whose hard work and dedication has been pivotal in executing our strategy. Mark Allen OBE Chair I am pleased to report that AG Barr has delivered excellent financial results in the 2024/25 year. This is attributable to the execution of our clear and consistent growth strategy. ![]() 5 Strategic Report Corporate Governance Accounts Board Euan Sutherland joined the business as Chief Executive Officer on 1 May 2024. With extensive experience in consumer goods, a proven track record of growing businesses and a history of delivering major transformation initiatives, Euan brings valuable expertise to the role. The transition was successfully completed by the end of H1, with no disruption to the business. Euan, along with the senior leadership team, is fully focused on developing the Company’s strategy and accelerating its growth trajectory. Roger White retired as Chief Executive Officer of the Company and resigned from the Board on 30 April 2024, after over 22 years of dedicated service. Roger played a key role in transforming AGBarr from a regional soft drinks business into a highly successful, multi-beverage Company delivering significant value to shareholders, stakeholders and employees. The Board and I extend our gratitude for his outstanding contribution and wish him well for the future. To ensure a smooth leadership transition, Roger remained available to the business until the end of July 2024. Jonathan Kemp stepped down from the Board on 31 May 2024 after 20 years of service and retired from his role as Commercial Director on 30 September 2024. Jonathan is continuing with the Company to lead several key projects and ensure a smooth leadership transition. Responsibility Our Environmental, Social, and Governance (ESG) Board sub-committee is well established, providing crucial oversight and direction for the Company. Over the past 12 months, it has focused on advancing our environmental sustainability initiatives and progressing our net-zero roadmap. We now procure REGO back renewable electricity across all our operational sites and we are also pleased to report that our carbon emissions across our operations (Scope 1&2) reduced by c.43% compared to our baseline year. People, culture and values During the year we completed two key milestones in our strategic programme: the closure of our Barr Direct operation and the integration of the Boost business into our broader Barr Soft Drinks portfolio. A number of employees were offered new roles in the business. However, these initiatives resulted in redundancies for a number of colleagues. Such decisions are never made lightly, and I would like to sincerely thank those impacted for their hard work and dedication during their time with us. AG Barr continues to foster a unique and positive culture, embracing and supporting the individuality of both our people and our brands. I am pleased to report that employee engagement, as measured by our Everyone Barr None survey, has increased further over the past 12 months. This improvement reflects our continued efforts to support colleagues in key areas such as diversity, equality, reward, mental health, learning and development and workplace flexibility. We take as much pride in our values and behaviours as we do in our financial performance. Throughout the year, we continued to run employee/Board engagement sessions and have been encouraged by the open and constructive feedback shared. This feedback has become a key driver in shaping our thinking, planning and future actions. Capital allocation and dividend AG Barr operates within a clear capital allocation framework, prioritising business investment and shareholder returns. The Board is pleased to uphold its progressive dividend policy and recommends a final dividend of 13.76p per share, bringing the proposed total dividend for the full year to 16.86p per share. This represents year-on-year growth of 12.0% (2023/24: 15.05p). The final dividend will be payable on 6 June 2025 to shareholders on the Register of Members as of the close of business on 9 May 2025, with the ex-dividend date set for 8 May 2025. Looking ahead I am proud of AG Barr’s achievements over the past year and confident in both our plans for the year ahead and our long-term strategy. We aim to build on the good momentum we have established in recent years to deliver the strong growth opportunity that is within our control. We are also mindful and responsive to external factors. We will continue to invest in our market-leading brands, assets and people, and drive forward our well-advanced margin rebuild plan. I am confident that our strategy will deliver excellent returns for our shareholders and be positive for all stakeholders. Mark Allen OBE Chair 25 March 2025 ![]() 6 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### OUR BUSINESS MODEL #### We make… We pride ourselves on our safe and effective manufacturing capabilities. We produce high quality products across our well-invested and efficient Soft Drinks production sites in Cumbernauld, Milton Keynes and Forfar. With capabilities in cans, plastic, cartons, and glass, we produce c.83% of Soft Drink products in-house. As our capital investment programme advances, we continue to progress the insourcing of the Boost product range, with insourcing expected to be completed by the end of 2027. We source all our raw materials, with a particular competency in exotic fruit, develop our own recipes and design all our packaging – all underpinned with the aim of reducing our environmental impact and delivering continuous improvement. #### First and foremost #### we build great #### brands. We also believe that how we operate sets us apart from the competition. With 150 years of history and heritage, coupled with a track record of successful acquisitions, we believe we have a unique blend of experience and entrepreneurialism – all of which is built on our longstanding desire to act responsibly. #### WHAT WE DO #### We move… Operating across multiple routes to market, we have a well established and efficient distribution network servicing our diverse sales channels. ![]() 7 Strategic Report Corporate Governance Accounts The success of our business model means we continue to create and deliver value to a wide range of stakeholders including shareholders, employees, customers and suppliers, as well as our communities and the UK economy. VALUE CREATED #### We market… From IRN-BRU’s signature style of maverick adverts to Boost’s connection with sporting activity, when it comes to marketing, innovating and building our brands we like to have some fun and to appeal to the widest possible range of consumers. Whether through mainstream advertising, digital and social media, sponsorship or supporting local community events, we use our creativity and consumer insight to deliver distinctive and memorable brand-building. #### We sell… Building long-lasting relationships with our customers across all our key markets is fundamental to our business. Whether it’s a large food retailer, a wholesaler or a regional restaurant group, we work collaboratively with all our customers to understand their businesses and find winning consumer propositions in a practical and profitable way. #### We behave #### responsibly… Underpinning everything we do is our belief that how we act reflects who we are. We take our responsibilities seriously and continuously strive to be a sustainable and responsible business that listens to our consumers, takes care of our people, values diversity, works to minimise our environmental impact and gives something back to the communities we serve. We have an important role to play in the transition to a low carbon and climate-resilient economy and this is becoming an increasingly important and integral part of our overall AG Barr business model. Our responsible behaviour also encompasses our management of risk, ensuring that we are thinking ahead and taking mitigating actions to minimise any potential impact on our business. We have a robust risk management framework in place that is embedded across the business, allowing a wide range of employees at different levels to contribute to our risk assessment and assurance processes. More information on our responsible actions can be found on pages 26 to 49 and a full review of our principal risks is detailed on pages 56 to 62  Shareholders £17.2m of dividends paid during the year £19.2m re-invested in long-term business growth through annual capital expenditure. Employees £63.7m paid to our employees across the UK. UK economy and communities With 95% of our revenue generated in the UK, and through our £9.3m in corporation tax, £7.2m in national insurance payments and other various tax payments to the government, we continue to play our part in growing the UK economy while also donating over £100k to good causes across our communities. ![]() 8 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### OUR STRATEGY #### Our overarching purpose is building great brands for everyone. Our strategic priorities bring this purpose to life and set out the steps we take to build a great business with great brands. #### Connecting #### with consumers Consumer insight drives our business. Consumer preferences are changing and we take the time to listen, to understand and to respond proactively to ensure our portfolio of brands constantly develops to meet our consumers’ changing needs. Consumer trends also underpin our approach to innovation, including product, packaging and ingredients, as well as our consumer engagement and marketing activities. In the past 12 months we have placed a particular focus on areas such as digital sales and marketing as well as using our brands to raise awareness of our sustainability progress. This insight is a key factor in how we identify potential acquisition targets. We monitor consumer trends closely, specifically in relation to fast moving packaged consumer goods, identifying developments in the beverage sector as well as emerging or high growth categories of interest. #### Building #### brands We are brand owners and builders, growing our diverse and differentiated brand portfolio both organically and through acquisition. For our existing portfolio we do this in a number of ways – we innovate, we grow brand awareness, we develop loyalty through consumer engagement activity, and we build our product distribution through effective sales execution with customers. We are ambitious, with a proven track record of successfully acquiring new brands. Our core competency lies in soft drinks, however we have broadened our brand portfolio in recent years. #### Driving #### efficiency We continually strive for greater effectiveness across our business, investing for growth, efficiency and sustainability, while also ensuring strong financial controls. From investment in new software solutions to an increasing focus on digital development and automation, as our business develops we are committed to driving continuous improvement across our processes and infrastructure. And in our Soft Drinks business we continuously invest in our asset base, driving operational improvements and flexibility through our capital investment programmes, equipping us with some of the industry’s most efficient operational capability. #### Building #### trust Building and maintaining long-lasting trust and successful relationships is central to our business and always has been. Our responsible behaviour over 150 years has created a firm foundation, upon which we want to build further. Being a trusted business that acts with integrity is fundamental to our stakeholder relationships – from our consumers and customers to our suppliers and communities. Equally, as the world around us evolves, with climate change in particular becoming increasingly more pressing, our strategic choices are more than ever informed and supported by our desire to do the right thing and to play our part in addressing the key issues facing the world and society. We have a clear strategy and quantifiable goals across our four responsibility commitments – Acting with Integrity, Respecting the Environment, Supporting Healthy Living and Giving Back. Whether it’s our increased use of recycled materials, our increasing number of women in leadership roles or our charitable giving, we are committed to delivering against our long-term responsibility strategy. ![]() 9 Strategic Report Corporate Governance Accounts #### STRATEGY IN ACTION ## Building Great Brands. ## For Everyone. IRN-BRU Scotland’s #1 Grocery Brand 1 Rubicon The fastest growing OFC\* brand in the UK 2 \*Other Flavoured Carbonates Boost A top 3 sport drink and energy stimulation brand 3 FUNKIN UK’s #1 Cocktail Brand 4 Challenger Brands A broad portfolio of challenger brands including owned brands such as Barr Flavours, KA, MOMA, Rio, Simply Fruity, Strathmore and Sun Exotic plus franchise brands Bundaberg and Snapple. More information on page 16  More information on pages 10 and 11  More information on pages 12 and 13  More information on page 14  More information on page 15  Total business revenue share 33% Market share 5 1.3% Total business revenue share 21% Market share 5 0.8% Total business revenue share 12% Market share 5 0.5% Total business revenue share 10% Market share 6 21% Total business revenue share 24% 4 Source: Nielsen PRE MIXED ALCOHOLIC DRINKS Total Coverage YTD 28.12.2024 5 IRN-BRU, Rubicon and Boost Market Share Source: Circana share of total UK soft drinks market 52 weeks to 25 January 2025 (value) 6 Market Share Source: Nielsen PRE MIXED ALCOHOLIC DRINKS Total Impulse MAT 28.12.2024 – cocktail specific SKUs only 1 Source: The Scottish Grocer, December 2024 2 Source: IRI Value Sales, Total Market. Last 52 w/e 4th Jan 25. 3 Source: Circana S&I GB and Convenience NI 52w/e unit sales data to 04/01/25. Total brand growth IRI All outlets 52w/e 04/01/25 As a business we recognise that the power of our brands lies in the power of our people and that with power comes responsibilities to the planet and the communities in which we live. We are proud of our heritage and of who we are. They provide the foundations for our ambitious vision for growth and give us the confidence that our plan will deliver. At the head of our brand portfolio are our four Core Brands – IRN-BRU, Rubicon, Boost and FUNKIN. These brands represent 76% of total business revenue, have the most significant growth opportunities, and are where we invest the majority of our marketing activities. ![]() 10 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### STRATEGY IN ACTION #### CONTINUED #### An iconic brand with a unique taste. IRN-BRU offers consumers choice – Regular, #### Sugar Free, XTRA, PWR-BRU #### and 1901 – all containing the same IRN-BRU essence, bru’d to a secret recipe of #### 32 flavours since 1901. #1 Scotland’s MOST LOVED & CHOSEN BRAND 1 #### Top 5 A top 5 national carbonate brand 2 An ## indescribable ## brand with a ## phenomenal ## taste 1 Source: Kantar, take-home value sales for each brand for the 52-week period to 1 September 2024 for Scotland. 2 Source: The Grocer, December 2024 (based on volume growth vs. 2023). ![]() 11 Strategic Report Corporate Governance Accounts #### Retro-inspired limited #### edition IRN-BRU XTRA #### flavours Two retro-inspired limited edition IRN-BRU XTRA Flavours were released in March, fizzing with nostalgia. The campaign aimed to evoke the flavours of the ’90s and Y2K era for consumers through the Wild Berry Slush and Raspberry Ripple versions of IRN-BRU XTRA. #### Optimism back in #### Scotland Euro’s campaign After qualifying for the summer’s Euros football tournament IRN-BRU diagnosed the spread of something not seen in Scotland for a long time, something called… Optimism! It started with the first diagnosis at the ‘Doctor’s’, followed by a good old gossip in ‘Café’ about new ‘cases’ spreading, and finished with a full-blown ‘Mannschaft’ (German for Football Team) ready to take on anything. The trio of ads ran consecutively ahead of the tournament, featuring on social media, OOH (out of home), TV and video on demand. CONNECTING WITH CONSUMER BUILDING BRANDS #### More engagement onsocial media than ever IRN-BRU now has over 100,000 followers on TikTok. CONNECTING WITH CONSUMER 10% increase in IRN-BRU sales across the 4 weeks of the Euro’s #### #WeCan Special edition branded IRN-BRU cans were also showcased across the UK. 10m Views on TikTok driven by campaign content. “The retro-inspired #### limited edition release outperformed the #### two limited edition releases from the #### prior year by 11%” ![]() 12 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### STRATEGY IN ACTION #### CONTINUED ## Discover ## different ## with Rubicon Discover different with Rubicon’s big bold flavours that you don’t find in your everyday fruit bowl. Rubicon has a range of exotic fruit pure juice, still, sparkling, flavoured water and energy drinks, making Rubicon the unboring choice of soft drink. A Rubicon product is sold every #### 30 seconds ![]() 13 Strategic Report Corporate Governance Accounts #### ‘Release the Sunshine’ campaign Rubicon released a major new campaign intended to reinforce its position as ‘the brand of summer’ and was designed to drive shoppers to soft drinks chillers and fixtures in record numbers. The new advert aired across TV channels and streaming platforms, including Netflix and Disney+. The campaign was further reinforced through outdoor media in major UK cities and supported by social media initiatives. Rubicon was the ONLY brand in the Kantar Lightspeed Consumer Research July 2024 study to see an uplift in prompted ad awareness – when asked ‘which of the following brands have you recently seen advertising for’, Rubicon saw a significant positive uplift of 26% – all other brands (7up, Fanta, IRN-BRU, Oasis, Ribena, Sprite, Rio, Tango and Volvic Touch of Fruit) remained static. CONNECTING WITH CONSUMER  Watch the TV ad 1 Source: IRI Value Sales, Total Market. Last 52 w/e 4th Jan 25. #1 Rubicon Spring is the #1 flavoured sparkling water for the 6th year running ![]() 14 A.G. BARR p.l.c. Annual Report and Accounts 2025 BUILDING BRANDS #### The BOOST brand is always looking for new trends and to #### appeal to the evolving tastes of consumers. It is proud to #### offer an exciting range of great #### value flavours across several #### functional drinks categories – #### Energy Stimulation, Sport #### and Iced Coffee. #### BOOST enjoys a very strong #### position within the UKindependent retail channel. #2 Sports Drink Brand 1 #3 Energy stimulation brand 2 ## Whatever your day brings, ## there’s a Boost ## for that. #### “There’s a #### Boost for that” The fully-integrated marketing campaign leveraged the full Boost portfolio to showcase the range of scenarios where Boost’s drinks can play a role. #### Dynamic brand refresh New pack designs were introduced across all products in the energy, sports and iced coffee drinks categories. The redesign launch was supported by new product releases across the brand’s energy and sport ranges and a marketing campaign “There’s A Boost For That” aimed at both trade customers and consumers through online and out-of-home content. CONNECTING WITH CONSUMER #### STRATEGY IN ACTION CONTINUED 1 Source: Circana S&I GB and Convenience NI 52w/e unit sales data to 04/01/25. Total brand growth IRI All outlets 52w/e 04/01/25 2 Source: Circana S&I GB and Convenience NI 52w/e unit sales data to 04/01/25. Total brand growth IRI All outlets 52w/e 04/01/25 ![]() 15 Strategic Report Corporate Governance Accounts ## Making ## ordinary ## moments ## extraordinary Trusted by top bartenders, #### FUNKIN COCKTAILS has been #### mixing great tasting cocktails since 1999. Take the stress out of hosting with our range of ready-to-drink nitro cocktail cans, #### premium mixers, and real-fruit purées. Enjoy bar-quality cocktails #### effortlessly – right in the comfort #### of your home or when you are #### on the move. #1 The UK’s #1 cocktail brand! 1 #### Blue Raspberry #### Martini FUNKIN expanded its collection of ready-to-drink (RTD) cocktail range to include Blue Raspberry Martini. This premium cocktail blends vodka with blue raspberry and a signature nitrogen infusion, delivering a velvety-smooth drinking experience reminiscent of bar-quality serves. FUNKIN and #### IRN-BRU #### collaboration FUNKIN and IRN-BRU collaborated on a limited edition ready-to-drink (RTD) Vodka Martini as part of FUNKIN’s 25th anniversary. #### Shaking up the festive #### season with new #### deluxe dessert drinks FUNKIN launched its new range of ready-to-drink Deluxe Dessert Cocktails in two irresistible limited edition flavours, Chocolate Espresso Martini and Black Forest Gateau. Another example of delicious ready-to-drink bar-quality cocktails for customers to enjoy. BUILDING BRANDS BUILDING BRANDS BUILDING BRANDS 1 Source: Nielsen PRE MIXED ALCOHOLIC DRINKS Total Coverage YTD 28.12.2024. ![]() 16 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### STRATEGY IN ACTION CONTINUED Our portfolio of other owned brands, alongside our complementary partnership brands, enhance our core brand proposition. Ranging from value proposition (Barr Flavours) to premium alternatives (Bundaberg), our portfolio brands deliver flavour and value to a multitude of consumer groups. Included in the portfolio brands is MOMA which offers a range of oat milk drinks and porridge known for their distinctively creamy texture. MOMA uses a blend of the highest quality wholegrain jumbo oats and is dedicated to transforming simple, natural ingredients into food and drinks that taste amazing. ## Brands with ## a challenger ## mentality ![]() 17 Strategic Report Corporate Governance Accounts #### BARR Flavours #### Limited Edition #### Candy Creations Launched in September for a limited six-week period, the new Rainbow Mix and Fruit Burst flavours brought fresh excitement to the category and supported Halloween activation in-store. #### “Delivering flavour & #### value across a multitude #### of consumer groups” BUILDING BRANDS #### KA be the noise The Caribbean-inspired soft drinks brand launched a targeted campaign aimed at attracting new consumers and increasing brand awareness over the summer. This integrated campaign featured bold and eye-catching visuals, including murals designed to grab attention and encourage engagement, alongside a strong presence on social media and product sampling initiatives. #### MOMA launch of new #### Ready-to-Drink (RTD) #### coffee in a can MOMA has created a delicious and convenient range of iced coffees that really hero the fantastic taste of oat milk and coffee, rather than relegating oat to a range extension of dairy based products. #### Bundaberg new #### 750ml sharing bottle Launched in October, just in time for the key Christmas trading period, this extension of our hero Ginger Beer flavour is now available in a 750ml format, ideal for sharing. Initially sold exclusively in Waitrose stores, it will see a full roll-out throughout 2025. Perfect to enjoy on its own or as a versatile mixer. BUILDING BRANDS BUILDING BRANDS CONNECTING WITH CONSUMER ![]() A.G. BARR p.l.c. Annual Report and Accounts 2025 18 #### Driving efficiency and creating capacity #### is key to our future growth strategy. #### Key milestones achieved in #### the Cumbernauld factory #### asset refresh programme 2024/25 was a year of significant progress with both PET lines at the site now fully refreshed. During the year a new small format PET line was installed and commissioned, and the final phase of upgrading the large PET line was completed. These enhancements significantly improve the business’ manufacturing capacity, capability and long-term resilience. #### Boost & Rio insourcing Throughout the year, we continued to make progress with insourcing Boost and Rio products into the Soft Drinks manufacturing footprint. We are now producing all Rio (330ml can, 500ml PET and 2L PET), Boost 250ml Sugar Free and Boost Juic’d 500ml products in-house. This supports our margin rebuild plans and reduces our reliance on third-party co-packers. ## Driving efficiency #### STRATEGY IN ACTION CONTINUED DRIVING EFFICIENCY DRIVING EFFICIENCY ![]() 19 Strategic Report Corporate Governance Accounts # Building # long-lasting # trust #### Safety first, always • Our “Think Safe, Home Safe” approach across operations is demonstrated by employee feedback in our Everyone Barr None survey that 91% of employees feel empowered to stop operations if they feel unsafe, helping ensure we execute significant change projects without accident. • Record durations between Lost Time Accidents (LTA) have been achieved, including 650 days at our Cumbernauld factory, and our factory in Forfar passing 6 years since the last LTA. • The number of serious accidents has reduced year-on-year, with only two reportable accidents (RIDDOR) occurring across our operations in 2024. #### Launching our new employer brand, #### “Let’s Grow!!!” During the year we launched our new Employer Brand proposition “Let’s Grow!!!” to better promote AG Barr’s culture of growth, innovation and career development. It is founded on our refreshed strategic priority of growth and has been designed to explain, to both existing and prospective employees, the opportunities which exist at AG Barr to grow and shape their careers. BUILDING TRUST Being a trusted business that acts with integrity is fundamental to our stakeholder relationships – from our consumers and customers to our suppliers and communities. From prioritising safety and wellbeing to providing our people with opportunities to learn and develop in their roles, we understand the importance of making AG Barr a trusted business and a great place to work. The health, safety and wellbeing of our employees remains our top priority, highlighted by the signs at the entrance to our sites which state “Nothing you do on this site today will be as important as returning safely to your family and friends”. BUILDING TRUST ![]() 20 A.G. BARR p.l.c. Annual Report and Accounts 2025 £420.4m £400.0m 2025 2024 39.1% 38.6% 2025 2024 £58.5m £50.5m 2025 2024 20.1% 18.4% 2025 2024 £53.2m £51.3m 2025 2024 13.6% 12.3% 2025 2024 £48.3m £48.5m 2025 2024 35.81p 34.59p 2025 2024 16.86p 15.05p 2025 2024 Revenue £420.4m 5.1% Adjusted operating margin\* 13.6% 130bps Profit before tax £53.2m 3.7% Adjusted return on capital employed\* 20.1% 170bps Net cash from operating activities £48.3m (0.4%) Basic earnings per share 35.81p 3.5% Full year dividend per share\* 16.86p 12.0% Gross margin 39.1% 50bps Adjusted profit before tax\* £58.5m 15.8% Net cash from operating activities is defined as the cash generated in the ongoing regular business activities in the year. Reported gross profit divided by revenue. Adjusted profit before tax is reported profit before tax after adjusting items. Adjusted operating margin is adjusted operating profit (defined as operating profit after adjusting items) divided by revenue. Profit before tax is reported profit before tax. Adjusted return on capital employed is adjusted profit before tax divided by adjusted invested capital (defined as invested capital being non-current plus current assets less current liabilities excluding all balances relating to any provisions, financial instruments, interest-bearing liabilities and cash or cash equivalents adjusted to reflect the balance sheet impact of the adjusting items in the income statement). Reported profit attributable to equity holders divided by weighted average number of shares in issue. Total dividend declared for the full year. The increase in value of revenue recorded relative to the prior year. More information on our performance can be found in our Chief Executive Officer’s Review on pages 22 to 25 and in our Financial Review on pages 50 to 54 \* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 192 to 195. #### FINANCIAL KEY PERFORMANCE INDICATORS ![]() 21 Strategic Report Corporate Governance Accounts 2025 2024 2023 2022 2021 2020 2.0 2.7 4.0 8.6 9.0 7.1 2025 2024 2023 2022 2021 2020 78% 76% 75% 75% 77% No survey was conducted due to the COVID-19 pandemic 2025 2024 2023 2022 2021 2020 38% 42% 38% 41% 39% 39% 2025 2024 2023 2022 2021 2020 100% 100% 100% 100% 100% 97.2% 2025 2024 2023 2022 2021 12.2% 10.7% 7.1% 5.1% Baseline year 2025 2024 2023: See note below 2022: See note below 2021 43% 25% Baseline year Accident incident rate 2.0 Employee engagement 78% Women in leadership 38% Non-hazardous waste diverted from landfill 100% Improvement in water usage efficiency 12.2% Carbon emission reduction across our operations 43% Number of accidents (RIDDOR) per 1,000 people – relative to both our employees and agency workers. 2023 includes Boost and MOMA data from the dates of acquisition. Further information is provided in our safety and wellbeing culture section on pages 29 to 30. As measured by our annual employee survey. 2023 excludes Boost and MOMA which were not part of the AGBarr Group at the time the survey was conducted. Number of females defined as leaders/senior managers at the close of the financial year. See page 32 for further information. Percentage reduction in total Scope 1 and Scope 2 greenhouse gas emissions versus 2021 baseline year using a market-based approach. The 2021 baseline has been recalculated to reflect the addition of the MOMA and Boost businesses to our Group, the latest emission factors and a change in methodology to include emissions from carbon dioxide lost in process in Scope 1 emissions. Scope 1 and 2 data for 2022 and 2023 has been omitted above, as the methodology and operations covered do not align with the other years and therefore the data is not comparable. See page 45 for further information. KPI reset in 2021 following detailed analysis of our water footprint, our refreshed water strategy and action plan. Ratio of total water used relative to total litres of product produced. Further information is provided in our waste and water section on page 38. Quantity of non-hazardous waste from Company-owned sites diverted from landfill relative to total non-hazardous waste. In support of our responsibility commitments we measure a range of non-financial KPIs as set out below: #### NON-FINANCIAL KEY PERFORMANCE INDICATORS For more information about our responsibility commitments see our responsible business report on pages 26 to 49  ![]() A.G. BARR p.l.c. Annual Report and Accounts 2025 22 #### CHIEF EXECUTIVE OFFICER’S REVIEW I am delighted to report a strong set of results for the 52 weeks ended 25 January 2025. As this is my first annual report as Chief Executive Officer of AG Barr, I want to take this opportunity to express my pride in leading such an outstanding business, with its unique heritage, strong culture and exceptional brands. Over the past twelve months we have achieved excellent financial results and made significant progress with our strategic objectives. Despite challenging market conditions our team has once again delivered a strong operational performance. The following financial metrics highlight our success: • Revenue £420.4m, an increase of £20.4m, 5.1% • Adjusted operating margin\* 13.6%, an increase of 130bps • Adjusted profit before tax\* £58.5m, an increase of £8.0m, 15.8% • Profit before tax £53.2m, an increase of £1.9m, 3.7%. • Adjusted ROCE\* 20.1%, an increase of 170bps • Net cash at bank\* £63.9m, an increase of £10.3m, 19.2% \* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 192 to 195. Our business activities are driven by our strategic priorities: • Connecting with consumers • Building brands • Driving efficiency • Building trust Throughout the year, we executed our strategy across the business to deliver growth in both volume and value. Our commercial strategy has proven effective, delivering mid-single digit revenue growth in the year and providing the platform for future years as we pursue our ambition to accelerate sustainable growth. We continuously improved our supply chain throughout the year, leading to increased efficiencies and consistently high levels of customer service. We continued to invest in our operational assets and teams to expand capacity, improve efficiency and make more of our volume in-house – all of which are key to unlocking future growth. Whilst we did not make any acquisitions during the year, we continue to actively explore opportunities to further strengthen and diversify our brand portfolio. Over the past 12 months we have delivered excellent financial results and made significant progress in achieving our strategic objectives. Euan Sutherland Chief Executive Officer ![]() 23 Strategic Report Corporate Governance Accounts In terms of my leadership team, I am pleased to welcome Dino Labbate, who joined us in January 2025 as Chief Commercial Officer. Dino brings valuable experience from his time at Britvic PLC, where he most recently served as the GB Commercial Director for Hospitality. In addition to his extensive FMCG expertise, Dino brings a passion and drive that will be instrumental in helping us achieve our ambitious growth plans across our brand portfolio going forward. Soft drinks market During the period value growth of the total UK soft drinks market was 2.6%, down from 8.3% in the prior year when high inflation was prevalent. Both price and volume contributed to the growth although volume was constrained by poor summer weather, which negatively impacted the market during the key June to August trading period. Within the soft drinks market, the Energy category continued to outperform the wider market, increasing 5.5% year-on-year in value terms. Other Flavoured Carbonates, an important category for IRN-BRU, Rubicon and Barr Flavours, was up 0.3% in value but down 2.7% in volume. The Still Juice category remained resilient, achieving a 3.9% increase in value. We are pleased to report that over the same period our soft drinks portfolio delivered a growth rate of 4.6% in volume and 6.4% in value, ahead of the market on both measures. (Source: Circana Total Soft Drinks Market 52 weeks to 25 January 2025). Cocktail market The ready-to-drink (RTD) alcohol market grew by 7% over the past 12 months, now worth £624m. The cocktail segment has been the main growth driver in the total RTD category. FUNKIN remains the number one RTD cocktail brand within this growing sector. As has been widely documented, the UK on-trade market continued to experience challenging trading conditions during the period because of consumer behaviour related to affordability, the trend of consumption moderation and a shift to non-spirit based socialising occasions. FUNKIN’s on-trade business was not immune to this and as such revenue declined year-on-year; the strong performance in RTD products helped but only partly mitigated this decline, resulting in a 6% overall revenue decrease for FUNKIN. (Source: Nielsen PRE MIXED ALCOHOLIC DRINKS Total Coverage YTD 28.12.2024). Plant-based milk market The plant-based milk market remained relatively flat year-on-year, with a total worth of £511m. However, overall volumes declined by 2.5%. Oat was the only segment of the plant-based milk category to deliver volume growth (+1.3%), supporting a value increase of 3.3% in this category. Oat milk now accounts for 57% of the total plant-based milk market, up 2% on the prior year. MOMA grew ahead of the market with oat milk sales up double digit, driven by distribution gains particularly within hospitality and specialty coffee channels. (Sources: Nielsen Scantrack All Channels 52 weeks to 2 November 2024). Strategy #### Connecting with consumers Consumer engagement has been central to the execution of our strategy throughout the year. Our diverse portfolio of brands appeals to a wide demographic, and we employ a range of initiatives to enhance brand awareness, create excitement, build loyalty and provide consumers with greater choice. Consumer marketing campaigns, in-store activation and innovation are the primary ways we build relationships with consumers. We increasingly use digital marketing to advertise and promote our brands to consumers. During the year we invested in several successful advertising campaigns, with the standout being IRN-BRU’s highly effective Euro’s football tournament campaign which significantly raised the brand’s profile across the UK. Other highlights included Rubicon’s successful ‘Release the Sunshine’ campaign, which placed a strong emphasis on digital and social media, as well as Boost’s ‘There’s a Boost for That’, its first fully integrated marketing campaign, which showcased the brand’s diverse product range. During the year, a key priority for FUNKIN was driving growth through innovation and new product development. New product launches including RTD Blue Raspberry Martini and IRN-BRU Vodka Martini were supported by advertising campaigns. MOMA introduced a bold new look to reinforce its position as the leading choice for oat milk and porridge. The improved branding highlights enhanced taste, health benefits and carbon labelling directly on the packaging, making it easier for consumers to make informed purchasing decisions while also helping the products stand out on shelf. ![]() 24 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED #### Building brands Brand-building lies at the heart of our growth strategy. The key drivers of our brand performance and future growth opportunity are product distribution and rate of sale. Our strategy is to grow into the significant headroom which exists on both of these. Additionally, innovation is an important part of our strategy as it allows us to explore new markets and consumer segments, respond to evolving preferences and trends and strengthen our competitive position. IRN-BRU grew volume ahead of the market and delivered a 6.4% increase in sales revenue. Growth was strongest in England where IRN-BRU achieved a double-digit increase in sales. This result was underpinned by increased consumer marketing investment and the launch of two limited edition IRN-BRU XTRA flavours – Raspberry Ripple and Wild Berry Slush – which attracted new, younger shoppers to the brand. We continue to see consumer demand increasing on great tasting, zero sugar options. 2025 will see the brand build consumer awareness and relevance with an upweighted sampling programme in England and the rollout of an exciting brand redesign. Rubicon had another outstanding year, achieving a 17% increase in sales. The fact that Rubicon saw growth in all parts of its portfolio – Flavoured water (Rubicon Spring), Carbonates, Stills and Energy (Rubicon RAW Energy) – was particularly pleasing as it confirms our growth strategy is successful. Rubicon’s unique exotic fruit proposition, combined with its vibrant and energetic brand positioning, continues to resonate with consumers seeking products and flavours that stand out from the ordinary. Our focus with the Boost brand this year has been on improving profitability. Pricing changes, pack changes and the first phases of insourcing the production of the Boost portfolio all contributed to this. Boost’s revenue growth rate in H2 was high single digit, and with an improved margin profile and access to our wider soft drinks sales and distribution channels following integration in H2, we believe Boost is well placed to grow into a bigger and more profitable brand in 2025/26. FUNKIN experienced a challenging year, with revenue down 6.1%. The key driver of this decline was on-going weak consumer demand in the on-trade channel where late night venues remained particularly affected. Whilst we have seen the level of decline in this part of our business improve during H2, the outlook for the on-trade channel continues to be uncertain and unless market conditions recover we do not expect a significant improvement in 2025/26. More positively, the FUNKIN ready-to-drink (RTD) business continued growing strongly, driven by successful innovation and distribution gains. Highlights included new RTD products Blue Raspberry Martini and limited edition IRN-BRU Vodka Martini, as well as the launch of a limited edition, dessert-inspired range featuring Chocolate Espresso Martini and Black Forest Gateau. The brand firmly retains its position as the UK’s Number 1 cocktail choice, both behind the bar and at home. Our portfolio of challenger brands play an important role in delivering our growth ambitions. Brand-building activities in the year included: MOMA introducing a fresh new pack design and launching an oat-based RTD iced coffee in a can; Bundaberg releasing a new 750ml sharing bottle; and Barr Flavours introducing a Limited-Edition Candy Creations range featuring Rainbow Mix and Fruit Burst flavours. ![]() 25 Strategic Report Corporate Governance Accounts #### Driving efficiency Driving efficiency plays an important role in delivering our strategic priorities to improve margins and optimise returns. In 2024/25 we progressed at pace a number of initiatives which improve efficiency and productivity. The multi-year manufacturing capital investment at our Cumbernauld site continued to progress to plan. This asset refresh programme is delivering faster, more efficient production lines, enhanced dual-site production capability for increased flexibility and resilience as well as meaningful contributions to our net-zero roadmap through lower emissions and reduced packaging weights. During the year we completed the upgrade of the two PET lines based in Cumbernauld, both significant milestones. The final phase of the programme, replacing the can line, will take place in the second half of 2025/26. Additionally, in Q4 we were pleased to have received Board approval to progress our capital investment plan at Milton Keynes, which will run over the next 3-5 years. This strategic investment will expand both capability and capacity in our southern production site, allowing us to bring more volume in-house to support organic brand growth and give greater optionality around producing brands acquired in the future. During the year, we completed two important elements of our strategic programme. Firstly, we strengthened our convenience channel route to market by transitioning from a direct to store delivery model to a broader, more effective field sales capability. We closed Barr Direct in July 2024. Since then Symbol & Independent retailers have been fully serviced through our existing Wholesale customers supported by our larger field sales team. This provides greater coverage and influence across independent retailers. Secondly, during H2 we completed the integration of the Boost business (acquired December 2022) into Barr Soft Drinks, streamlining operations to eliminate duplicated activities and allow the Boost and Rio brands to leverage the scale and capabilities of the larger business. Both of these initiatives were executed on time and on budget, delivering margin improvement whilst also giving a stronger platform for future sales growth. The insourcing of Boost and Rio product manufacturing has progressed to plan during the year. We are now manufacturing the full Rio product range in-house, as well as some Boost can products. Further Boost insourcing will take place as our capital investment programme progresses and we expect to fully complete the insourcing of Boost by the end of 2027. The synergy and operating leverage benefits associated with insourcing are key to delivering our margin targets. Finally, we continue to invest in technology to drive efficiencies across our business. In the past year we have consolidated both the Boost and FUNKIN businesses onto our core ERP platform driving back office savings. We are rolling out a new AI powered solution for our Field Sales teams that uses AI image recognition to automate data collection and provide our sales reps with selling advice. This saves time and drives distribution of our brands in retail – this is rolling out in Q1 25/26. We remain alert to the benefits of AI and other new technologies and will continue to invest to unlock further opportunities. #### Building trust This year has marked further progress across our responsible business priorities and commitments. Our ‘No Time To Waste’ environmental sustainability programme continued to drive the business towards the achievement of its environmental targets, including our net-zero commitment. During the year we revised our science-based targets to include MOMA and Boost and have submitted these, along with new Forest, Land and Agriculture (FLAG) emission reduction targets and a new commitment to no deforestation from the end of 2025, to the Science Based Target Initiative (SBTi) for validation. We also moved to a minimum of 30% recycled PET content across the majority of our Soft Drinks portfolio and MOMA now uses 100% recyclable packaging. We remain fully supportive of the introduction of a UK Deposit Return Scheme in 2027. We continued to support our people across various areas, both professionally and personally. This year, we launched our new learning platform ‘The Learning Barr’ aimed at encouraging continuous learning and development every day. We are also pleased to report an increase in employee engagement, with our annual survey showing Group-wide engagement rising to 78% (2023/24: 76%), which is 11% above the industry average (Source: WorkL). Everything we do is founded on promoting engagement across our teams, aligning everyone with the journey we are on and empowering our people with the energy, leadership and commitment needed to achieve success. Finally, during the year the business launched its new Employer Brand, ‘Let’s Grow!!!’, designed to help us stand out as an employer, attract new talent and further strengthen our workforce. Outlook I would like to take this opportunity to thank all the teams across the business for their hard work in delivering an excellent overall performance in 2024/25. It is a privilege to join and lead the business, working alongside high performance teams and talented individuals. I look back on the year as one in which we made significant progress towards our long-term strategy of consistently delivering mid-single digit Revenue growth, mid-teens Operating Margin and 20% Return on Capital Employed (ROCE). We ended the year in strong financial health, with our brands and business well-positioned for further growth. The external environment is expected to remain challenging, driven by factors such as ongoing inflation and the recent national insurance increase. However, we are committed to navigating the pressures and meeting our goals. With a refreshed leadership team and exciting commercial plans for 2025/26, I am confident that our strategy will continue to drive growth and success in the years to come. Euan Sutherland Chief Executive Officer 25th March 2025 Details of all our responsibility commitments, goals and activities can be found on pages 26 to 49  Examples of our strategy in action can be found on pages 9 to 18  ![]() 26 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### RESPONSIBLE BUSINESS REPORT ## Behaving ## responsibly ## for 150 years. While there will be actions we take that contribute both directly and indirectly to many of the SDGs, we have focused our SDG connections where we believe we can most directly play our part. These are: Decent work and economic growth Promote sustained, inclusive and sustainable economic growth, full and productive employment, and decent work for all Climate action Take urgent action to combat climate change and its impacts Responsible consumption and production Ensure sustainable consumption and production patterns Gender equality Achieve gender equality and empower all women and girls Good health and wellbeing Ensure healthy lives and promote wellbeing for all at all ages #### We are pleased to introduce #### our most up to date Responsible #### Business Report which sets out our ambitions, progress and #### future plans related to our responsibility agenda. Our #### approach and narrative remain consistent. The report also #### contains updates and highlights #### on what has been achieved over #### the past 12 months. We are proud of our brands and business. We are also proud of the positive contribution we believe we make to society. It is our belief that how we act reflects who and what we are. For 150 years we’ve been brand owners and builders, offering a diverse and differentiated portfolio of brands that people love and our business has grown as a result. The continued financial strength of our business is important not only to our employees and our shareholders, but also on a broader basis, where our performance positively impacts a wide range of stakeholders and the UK economy. Our overarching business purpose is to build great brands for everyone – for our shareholders, consumers, customers and for society as a whole. Our values include a commitment to behave responsibly. Our responsibility agenda has always been woven into the fabric of our business and, in today’s world, as we grow and develop, it’s more important than ever that we play our part in addressing the key issues facing society, such as the need to tackle the impact of climate change. We are also mindful that our actions can contribute towards global improvements. The 2030 Agenda for Sustainable Development, adopted by all United Nations Member States in 2015, provides a shared blueprint for peace and prosperity for people and the planet, now and into the future. At its heart are the 17Sustainable Development Goals (SDGs), which are an urgent call for action by all countries – developed and developing – in a global partnership. ![]() 27 Strategic Report Corporate Governance Accounts #### Behaving responsibly for 150 years We focus our specific responsibility goals and commitments on those areas where we believe we can make the greatest positive economic, environmental and social impact, supporting our contribution to a sustainable future for all. We also engage with a wide range of stakeholders, as set out on pages 68 to 75, to ensure that our priorities are aligned. As such, behaving responsibly at AG Barr is underpinned by four key commitments which we believe to be material matters to both our business and our key stakeholders: \* Further information on employee engagement and women in leadership is provided on page 21 within the non-financial KPI section \*\* Science-based targets as approved by the Science Based Target Initiative (SBTi). \*\*\* Net-zero achievement in accordance with SBTi requirements. Reductions are targeted across Scope 3 emissions associated with purchased goods and services and upstream and downstream transport and distribution. See page 45 for more information. Note: Goals below stated in calendar years. #### We act with #### integrity We respect the #### environment #### We support #### healthy living #### We give back Key focus areas Key focus areas Key focus areas Key focus areas • Safety and wellbeing • Employee engagement • Responsible policies and practices • Carbon reduction • Packaging • Water and waste • Sustainable sourcing • Calorie reduction • Responsible advertising and marketing • Labelling • Community engagement • Charity partnership • Employee volunteering Long-term goals Long-term goals Long-term goals Long-term goals Accident incident rate • Zero work-related reportable accidents Employee engagement\* • 2026 Goal: 80% Women in Leadership\* • 2026 Goal: 45% Never again send non-hazardous waste to landfill Carbon emission reduction across our own operations (Scope 1 & 2 emissions market- based approach)\*\* • 2030 Goal: 60% reduction from a 2020 base year • 2035 Goal: 90% reduction from a 2020 base year Carbon emission reduction across our wider supply chain (Scope 3 emissions) \*\* • 2030 Goal: 25% reduction from a 2020 base year • 2050 Goal: 90% reduction\*\*\* from a 2020 base year Improvement in water usage efficiency • 2026 Goal: 12% improvement from a 2020 baseyear Packaging • 2035 Goal: 100% circular or renewable packaging To continue to advertise responsibly, offer a wide range of pack sizes to assist with portion control and, by providing clear nutritional information, enable our consumers to make informed choices. To support good causes across our communities, through financial donations and by increasing awareness and supporting fundraising and volunteering across our own teams. ![]() 28 A.G. BARR p.l.c. Annual Report and Accounts 2025 Theme Cross reference (within Annual Report & Accounts unless otherwise stated) Page reference Environmental matters Responsible Business Report – We respect the environment Pages 34 to 47 Employees Business model Responsible Business Report – We act with integrity Pages 6 to 7 Pages 29 to 33 Social matters Business model Responsible Business Report – We support healthy living Responsible Business Report – We give back Pages 6 to 7 Page 48 Page 49 Non-financial metrics Responsible Business Report – Non-financial KPIs Page 21 Business risks Risk Management Pages 55 to 63 Business model Business model Pages 6 to 7 SECR Responsible Business Report – SECR reporting Pages 46 to 47 TCFD and CFD Responsible Business Report – TCFD and CFD disclosures Pages 39 to 46 ABC Governance Audit & Risk Committee Report Pages 81 to 82 Supplier controls Responsible Business Report – Sustainable sourcing Page 38 Policies & Procedures Including Supplier Code of Conduct (Human Rights), Modern Slavery Statement, ABC and Employment Protection Policies www.agbarr.co.uk/responsibility/ policies-terms-of-business-and- brand-rules/ Non-financial and sustainability information statement The information presented here and throughout the report (as cross-referenced in the accompanying table), complies with the requirement under sections 414CA and 414CB of the Companies Act 2006 to provide information on certain non-financial matters. Our Responsible Business Report provides the required information in relation to content on environmental matters, our employees, community issues and social matters, as well as setting out our non-financial metrics. Our business risks are included within our Risk Management section. The Responsible Business Report also complies with the Streamlined Energy and Carbon Reporting (SECR) requirements as required by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. We have complied with the requirements of Listing Rule 6.6.6R(8), except for Metrics and Targets B given that our Scope 3 emissions are disclosed in arrears, by including climate-related financial disclosures consistent with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations and recommended disclosures, except for Metrics and Targets B given we are unable to disclose Scope 3 emissions for the current year. We have also complied with the requirements of the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 (SI 2022/31) and the Limited Liability Partnerships (Climate-related Financial Disclosure) Regulations 2022 (SI 2022/46), collectively referred to as CFD thereafter. It is the Group’s policy to conduct all of its business in an honest and ethical manner. It is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates. The Group is a UK Real Living Wage accredited employer. The Group publishes its Modern Slavery Act Transparency Statement annually. This explains the steps that we take to seek to ensure that there are no incidents of modern slavery within the business and our supply chain, in accordance with the UK Modern Slavery Act 2015. The Board reviews the Group’s operational, legal and compliance framework to prevent modern slavery in its supply chain, which includes employee training, contractual terms and conditions, and due diligence processes related to the selection and ongoing assessment of our suppliers. The Group’s Anti-bribery and Corruption Policy (ABC Policy), available on the Group website, emphasises the Group’s zero tolerance approach to bribery and corruption. It sets out the Group’s responsibilities, and of those working for it and parties acting on its behalf, in observing and upholding its position on bribery and corruption in compliance with applicable laws, and provides information and guidance to those working for the Group and parties acting on its behalf on how to recognise and deal with bribery and corruption issues. The ABC Policy is clearly communicated to all Group employees and ABC training is provided to employees on induction and on a regular basis thereafter. In order to successfully complete the training, employees must answer various questions correctly to indicate that they comprehend the training material. The Group maintains an anti-bribery and corruption register, which records details of corporate hospitality, and gifts given and received by employees over a specified value. The Group’s international teams undertake appropriate due diligence on all third parties acting on its behalf and maintain a third party anti-bribery and corruption register; further details are set out in the ABC policy. The Audit and Risk Committee reviews the effectiveness of the Group’s anti-bribery systems and controls annually, and also reviews and approves the Group’s ABC Policy on an annual basis. No bribery and corruption issues arose during the year. The Group Security Dealing Code prohibits employees from engaging in insider trading. The rules are designed to ensure that employees do not misuse, or place themselves under suspicion of misusing, information about the Group which they have and which is not publicly available. Our Supplier Code of Conduct, available on the Group website, sets out the minimum standards we require our key suppliers to meet, including human rights, and forms part of their contractual commitment to us. As a UK business, we comply with the full spectrum of employee protection legislation. We believe our existing policies ensure the rights of our own employees are respected fully and our robust supplier controls provide assurance when considering human rights impacts beyond our direct control. #### RESPONSIBLE BUSINESS REPORT CONTINUED ![]() 29 Strategic Report Corporate Governance Accounts COMMITMENT 1 Safety and wellbeing culture We work hard to create a culture in which health, safety and wellbeing are our top priorities. Our ultimate goals in this area are zero work-related accidents and the provision of safe and healthy working environments for all. We continuously improve our management systems to underpin our objectives and to ensure compliance with all health and safety related legislation as a minimum. Our thorough and varied health and safety management activity programme is designed to keep safety at the top of everyone’s agenda, with actions ranging from safety awareness initiatives and safety training, to site audits and reporting. Over the past 12 months we have continued to review our workplace activities and focus on reducing risk through the implementation of suitable control measures. Our health, safety and wellbeing related activity has included: • Ongoing review and roll-out of updated risk assessments and safe systems of work. • Internal training, including dynamic risk assessment, contractor control and accident investigation. • Provision of IOSH Working and Managing Safely courses across our supply chain teams. • IOSH Managing Safely/Safety for Managers courses. • Two-way communication via health and safety committees and representatives across all business areas. • Continued partnership with the Keil Centre, supporting and validating our performance against our safety cultural maturity targets. • Health, Safety and Wellbeing Days – a series of face-to-face events carried out across all of our sites to help drive improved behaviours, awareness and decision making. • Health and Safety Awards – recognising those employees who have gone above and beyond to improve the safety of themselves and others. • Health and Safety pulse surveys gauging the views and priorities of employees. • Robust internal audit programme to help ensure compliance with legal requirements and identify and implement continual improvement opportunities. • Use of health and safety management system software that provides easy to use and robust accident and near miss reporting. • Continued success of our driver safety programme for everyone who drives a car as part of their work activities. This comprises a driver risk assessment and tailored e-learning modules. • Focused leadership training for our health and safety representatives at Milton Keynes and Cumbernauld. • Mental Health awareness training included in our leadership academy programme, and training for Mental Health First Aiders across the business. ## We act ## with integrity #### Accident incident #### rate reduced from 2.7 to 2.0 Safety ![]() 30 A.G. BARR p.l.c. Annual Report and Accounts 2025 We are pleased to report that our accident incident rate, the number of RIDDOR accidents per 1,000 people, reduced from 2.7 to 2.0 during the past 12 months. This, along with our ISO 45001 certification, are clear validations of the hard work that is ongoing to continually improve our safety standards and culture. Our accident incident rate KPI, as detailed in our non-financial KPIs on page 21, includes those accidents involving our own and agency employees, however as part of our regular accident monitoring and reporting processes, any accidents that occur on our premises by contractors or other third parties are recorded, fully investigated and the learnings taken into account. Our Forfar factory has achieved 6 years with zero lost time accidents. We will continue to work hard towards delivering our safety goals in the year ahead. From a wellbeing perspective we support our employees across a wide range of areas. From hybrid working arrangements, which provide greater flexibility to office-based employees, to the provision of training and resources to raise awareness of wellbeing issues, such as mental health and sleep, we work hard to create a culture where open conversations are encouraged and our people are properly supported. Employee Engagement For 150 years we have developed a positive, results-driven and supportive culture. As we grow our business both organically and through acquisition, it is important that we retain the entrepreneurial spirit of the most recent additions to our Group, while also ensuring that we continue to value and nurture the unique essence of what makes AG Barr a great business to be part of. Underpinning everything that we do is our belief in performance through people – positive and engaged teams are central to our success. Communication is key to this engagement and we use a wide range of channels and tools to suit the different needs and preferences of our people. ### 6 years #### with zero lost time #### accidents at #### Forfar factory #### RESPONSIBLE BUSINESS REPORT CONTINUED Safety 2025: 78% (2024: 76%) Employee Engagement ![]() 31 Strategic Report Corporate Governance Accounts Employee values Underpinning our corporate values, our three business divisions – Soft Drinks, FUNKIN and MOMA – each have their own employee values, which play an important role in building teams and strengthening performance. For our Soft Drinks division, which comprises our largest group of employees, employee values are embodied by the Barr Behaviours. Created by our own people they represent what is important to a business that has been successful for over a century – Being Brilliant, Always Learning, Results Driven and Relationships Matter. The employee values for FUNKIN and MOMA are more reflective of the entrepreneurial and agile nature of their businesses. From recruiting new employees to developing existing teams, these employee values support how our teams work together to enhance performance and are fundamental to our success. For more information on our employee values visit our website at agbarr.co.uk Learning and development Our business recognises the direct links between learning and an engaged population of employees. We have a multi-year learning and development (L&D) strategy that will ensure that all our employees have the required skills and knowledge to thrive in their current roles as well as build skills and capability for the future. Evolving our learning culture requires a multi-faceted approach and our newly refreshed learning management system (LMS), the “Learning Barr”, ensures equity of access to learning for all employees. During the year we have taken steps to centralise all of our internal learning resource into one team – this ensures a consistent employee experience and drives a business wide view of learning and development. The focus in 2025/26 will continue to centre on driving confidence and capability across all roles and teams. The Learning Barr allows employees to drive their own learning, with face-to-face and e-learning options available to all. Additionally, we will continue to drive the ‘Squiggly Career’ philosophy and will continue to liaise with our external L&D partner, who have been an important part of empowering our employees to drive their own career development. #### Our Transformational #### Leadership programme A twelve month project – involved 80 of our most senior leaders and focussed on delivery and creating value, with the help of external guest support. Learning & development ![]() 32 A.G. BARR p.l.c. Annual Report and Accounts 2025 Diversity, equity and inclusion We strive to be an inclusive employer that supports our employees regardless of their gender or background and tackles any barriers that are preventing them from being their best. We continue to focus on delivering small steps focused on positive change. We aim to recognise and celebrate individuality as we continue to encourage, respect and value difference. We are focused on building a workforce that is truly representative of the communities we serve. Our Group Diversity, Equity and Inclusion Policy sets out our specific aims in this regard, as follows: • To ensure that all employees and job applicants are treated fairly. In particular, we are strongly opposed to any employee, job applicant or supplier being treated less favourably on the grounds of gender, age, disability, gender reassignment, marriage or civil partnership, pregnancy or maternity, ethnicity, race, nationality, religion or belief, or sexual orientation. • To embrace diversity, valuing and respecting everyone’s differences, allowing us to make the most of individual talent. We welcome different and fresh ways of thinking, encourage innovation and a culture of speaking up to identify areas for improvement. • To promote a work environment that is inclusive of all employees, where people can be themselves at work and their opinions are valued. Our leadership team across the business is responsible for implementing this policy and ensuring that their teams and employees are aware of their responsibilities. The gender balance across the organisation has been maintained at 68% men and 32% women, broadly indicative of our industry. On our journey towards greater gender equality we set a new KPI in 2020 related to women in leadership, targeting 45% women across the leadership population by 2025. The key metrics from our latest Barr Soft Drinks Gender Pay Report are detailed below: #### RESPONSIBLE BUSINESS REPORT CONTINUED Mean Gender Pay Gap -13.7% (2023: 1.4%) Median Gender Pay Gap -5.5% (2023: -4.6%) Mean Bonus Pay Gap 22.5% (2023: 19.1%) Median Bonus Pay Gap -16.7% (2023: -5.0%) Gender Pay report 2024 2025 Male 6 5 Female 4 4 Total 10 9 2024 2025 Male 62 72 Female 44 45 Total 106 117 2024 2025 Male 699 663 Female 331 318 Total 1,030 981 #### GENDER DIVERSITY AS AT YEAR END #### Board & Company Secretary #### Leadership teamAll employees 2025 44% Female 2025 38% Female 2025 32% Female 2025 56% Male 2025 62% Male 2025 68% Male ![]() 33 Strategic Report Corporate Governance Accounts Positive numbers are favourable to men and negative numbers are favourable to women. Our mean gender pay gap has shifted since 2023 and is now favourable to women. Last year, it was slightly favourable to men. This shift in mean gender pay gap in the past year was as a result of females being recruited into the most senior roles in the organisation, balanced with men being recruited into more junior roles. As per last year, our median pay gap is favourable to women. Our mean bonus pay gap is favourable to men, which is a result of the executive directors having significantly higher bonus potential, and both being male. The median bonus pay gap remains in favour of women, reflecting the higher representation of women at senior levels in the organisation. % employees receiving a bonus payment Male 91.7% 2023: 94.3% Female 94.7% 2023: 95.1% Our focus is on making diversity, equity and inclusion not a “separate thing to do” but to embed it into our day-to-day business. We are on a journey and are confident that our focus areas for the year ahead will support further positive progress. The full Barr Soft Drinks Gender Pay Report is available on our website at www.agbarr.co.uk Reward Our approach to reward aims to link remuneration with the delivery of our key strategic priorities and our overarching purpose, to build great brands for everyone – for our shareholders, consumers, customers and for society as a whole. We strive to offer a fair and transparent total reward package that drives a performance-led culture and is linked to both the long-term sustainable success of the business and our values. We target our pay close to the market median, ensuring we can attract and retain high-calibre employees. We operate a bonus scheme designed to reward and motivate strong individual and collective performance. We offer employees a modern and flexible range of benefits, offering choice to our increasingly diverse workforce. Our flexible benefits scheme allows eligible employees to select the benefits most suitable to them personally, using an allocated monetary allowance. Healthcare features prominently, with a selection of health-related benefits made available either on a core benefit basis or within the suite of flexible benefits made available to employees. We comply fully with all the regulations associated with rewarding our employees fairly and are a UK Real Living Wage accredited employer. More information on how we ensure that our approach to remuneration supports our strategy is available in the Directors’ Remuneration Report on pages 85 to 122. Responsible policies and procedures We have high expectations of our suppliers, our partners and ourselves. Across 150 years of operation, we have developed robust and responsible policies that guide what we do and how we work with others. The key policies, statements and guidelines we rely upon and that support our responsibility commitments are available on our Group website at www.agbarr.co.uk. Risk and regulation awareness We have a robust risk management framework in place that is embedded across the business. In addition to the Group corporate risk register, governed by the Board, business division and functional risk registers have been developed across our teams, allowing a wide range of employees at different levels to contribute to our risk assessment and assurance processes. Our reputation is extremely important to us and it is the responsibility of every employee to act professionally, fairly and with integrity. This requires an understanding of the regulatory risks we face and how we can all play a part in mitigating these risks. In support of this, we require employees to complete the following five mandatory training modules: • Introduction to Risk • Data Protection • Competition, Pricing and Confidentiality • Anti-Bribery and Corruption • Anti-facilitation of tax evasion Further details on our risk management actions can be found on pages 55 to 63. Our leadership team worked closely with Avivah Wittenberg-Cox, an external expert in gender and generational balance, who provided an educational and upskilling session for our senior leaders. Diversity, equity and inclusion ![]() 34 A.G. BARR p.l.c. Annual Report and Accounts 2025 We take our environmental responsibilities seriously, constantly seeking to minimise our impact on the world we operate in. We focus on energy, waste and water reduction, limiting the impact of our packaging as well as working towards our long-term carbon reduction targets. We have been accredited to the Environmental Standard ISO 14001 since 2003. This certification provides a framework against which we have developed comprehensive environmental procedures and monitoring systems. These processes have allowed us to measure our environmental performance and focus our activities on delivering long-term improvements. Carbon reduction We have an important role to play in the transition to a low carbon and climate-resilient economy. Aligned to the Science Based Target Initiative’s (SBTi) Net-Zero Standard, we have SBTi approved near and long-term science-based emission reduction targets and an SBTi verified science-based net-zero target of 2050. Our first full carbon footprint assessment took place in 2020/21 and this represents our baseline emissions year. We have built up data year-on-year since 2020/21, which has allowed us to assess our impact and track progress towards our long-term goals. With continued support from the Carbon Trust we have now completed a full carbon footprint assessment for our 2023/24 financial year covering our Scope 1, 2 and 3 greenhouse gas emissions. Following reporting best practice, during the year we recalculated our baseline emissions data and re-submitted our near and long-term net-zero targets to the SBTi for approval, along with new Forest, Land and Agriculture (FLAG) emission reduction targets and a new commitment to no deforestation from the end of 2025. The recalculated baseline will reflect the addition of the MOMA and Boost businesses to our Group, the latest emission factors and a change in methodology to include emissions from carbon dioxide lost in process in our Scope1 emissions (previously Scope 3). We are also intending to change our baseline year from 2020 to 2023 for the following reasons: #### RESPONSIBLE BUSINESS REPORT #### CONTINUED COMMITMENT 2 We respect the ## environment #### Science-based targets explained In 2015, 196 governments signed the Paris Agreement, which aims to keep average temperature increase to well below 2°C above pre-industrial levels. More explicitly, the agreement sets out to limit the temperature increase even further to 1.5°C. The Science Based Target Initiative (SBTi) enables companies to demonstrate their leadership on climate action by publicly committing to science-based greenhouse gas (GHG) reduction targets. Science-based targets provide clearly defined pathways for companies to reduce GHG emissions. Targets are considered science-based if they are in line with what the latest climate science deems necessary to meet the goals of the Paris Agreement. SBTi requires companies to focus initially on reducing their emissions from their direct GHG emissions (Scope 1), their indirect emissions, including the consumption of purchased electricity (Scope 2), and then on their wider indirect emissions (Scope 3). Safety in focus ![]() 35 Strategic Report Corporate Governance Accounts • Acquisitions: following the acquisitions of MOMA and Boost in 2022, we have recalculated our emissions to produce the most accurate reflection of AG Barr’s footprint at the Group level. This follows the operational control approach for our environmental reporting and ensures consistent target setting across the Group. • FLAG emissions: we use certain natural materials in our products, from our ingredients to packaging, and we are monitoring and setting targets based on our Forest, Land, and Agriculture (FLAG) emissions. The earliest complete year of data we have for these emissions is 2023. • COVID-19: as for many businesses, our previous 2020 baseline data was impacted by the COVID-19 pandemic and therefore unrepresentative of our typical emissions production. In order to fully understand the success of our net zero strategy going forward, we need to compare future emissions data to a representative start point. A detailed breakdown of our 2023/24 greenhouse gas emissions is contained within the Metrics and Targets section of our TCFD and CFD disclosures on pages 39 to 46. These disclosures also contain our Streamlined Energy Carbon Reporting (SECR) report which sets out our Scope 1 and 2 data for the 2024/25 financial year. The additions of MOMA and Boost to our Group in 2022 resulted in an increase in our total carbon footprint. However, our carbon emissions across our operations (Scope 1&2) for 2023/24 reduced by 25% compared to our baseline year (2020/21) despite the underlying business increasing sales volumes. The percentage decreases over time are included in our Non-Financial KPIs on page 21. We delivered a number of positive carbon reduction initiatives across the year, including plastic lightweighting and an increase in our overall use of recycled plastic across our packaging. We remain fully committed to achieving our science-based targets. For our Scope 1 and 2 emissions we have a deliverable and realistic net-zero roadmap. This roadmap builds on the progress we have already made and extends into future initiatives, including moving to biogenic carbon dioxide, air source heat pumps and other degasification projects. For our Scope 3 targets, including purchased goods and services as well as upstream and downstream transport and distribution, we are working closely with our key suppliers and partners to reduce emissions. Our roadmap to net-zero sets out our progress and plans. 98.77% We are procuring REGO backed renewable electricity across all our operational sites, reducing Scope 2 market-based emissions by 4,630 tCO 2 e (98.77%) in comparison to location-based emissions. Carbon reduction In focus #### Our 2023/24 greenhouse gas emissions Scope 1 3% Direct emissions from activities we control (6,888 tonnes) Scope 2 0.02% Market-based. Indirect emissions from purchased energy (47 tonnes) Scope 3 96.9% All other emissions that occur in the value chain (219,959 tonnes) Total emissions 226,893 tonnes CO 2 e 6.7% Equipment & services 3.3% Manufacturing 4.3% At home refrigeration and consumption 20.9% Ingredients 3.4% Waste management 0.4% S t a ff commuting & travel 20.4% Transport & distribution 40.6% Packaging ![]() 36 A.G. BARR p.l.c. Annual Report and Accounts 2025 The road to net-zero Our ambitious commitments are being delivered through our No Time To Waste environmental sustainability programme, which brings together our net-zero, plastic and packaging, waste, water and sustainable sourcing workstreams. No Time To Waste is central to the achievement of our science-based targets. Further information is available on pages 39 to 46 within our TCFD disclosures. Packaging We believe that packaging should be treated by all as a valuable resource and recycled, not discarded as litter or waste. We continually seek to reduce the amount of packaging we use. Our No Time To Waste plastic and packaging workstream has established a clear strategy, with a long-term goal of 100% circular packaging. This means a future where we first reduce, then recycle and reuse our packaging in order to minimise waste. Last year, packaging constituted 40.6% of total emissions across our value chain, therefore reducing the environmental footprint of our packaging will be a critical part of our journey to reach net-zero. Our packaging strategy is aligned with the commitments of the UK Plastics Pact, to which we became signatories in 2022. The Pact’s targets include 100% of plastic packaging to be reusable, recyclable, or compostable, and all plastic packaging to average 30% recycled content (which currently sits at 26% across the UK market). Along with Barr Soft Drinks and FUNKIN, the packaging for all our MOMA products is now 100% recyclable, and we use clear on-pack recycling messages to help ensure it is disposed of correctly. To facilitate recycling, we’ve extended our tethered caps to the majority of our soft drinks portfolio to ensure the whole pack – container and cap – can be recycled together. Along with plastic, aluminium is a key packaging material across our product and this year we’ve achieved 62% recycled aluminium content, reducing our use of virgin aluminium by 100tonnes compared to the previous year. We’re pleased to report that our multipack film wrap is made with 100% recycled plastic. Furthermore, the majority of our Barr Soft Drinks bottles have a minimum 30% recycled content, and 42% of the PET we used during the year was recycled (rPET), up from 37% in the previous year. During the year, we moved to a minimum of 30% rPET content across the majority of our Barr Soft Drinks portfolio. However, the availability of high quality, food grade recycled plastic has remained an ongoing issue across the food and drink industry, in the UK and beyond. Along with many other companies, we have had to reconsider our rPET commitments due to challenges around its quality and consistent availability, as well as the delay to Scotland’s DRS, which was expected to give us access to greater volumes of higher quality rPET. We will review our levels of rPET content across all of our products once the UK’s DRS scheme is introduced and improves access to higher quality rPET. Aligned to this, we remain fully supportive of the introduction of a UK DRS in late 2027. We remain fully committed to achieving our net-zero science based carbon emission targets and moving to 100% circular or renewable packaging as and when new technology in non-fossil fuel based PET allows. However, we recognise that the transition may not be linear. We continue to work with our suppliers on sustainable alternatives to rPET. #### RESPONSIBLE BUSINESS REPORT CONTINUED Lightweighting has also been crucial to our sustainable packaging strategy, and we’ve implemented technical changes in our production lines to remove 1g from each plastic bottle we use. Reducing the material in our packaging reduces our emissions and waste production. Plastic and packaging ![]() 37 Strategic Report Corporate Governance Accounts 2020 • ESG Board Committee established • Launch of No Time To Waste environmental sustainability programme • Switch to 100% renewable electricity • Introduction of 100% recycled packaging film on Barr Soft Drinks consumer multipacks 2021 • Completion of first full carbon footprint assessment • 45% reduction in greenhouse gases since 2015 • Electric vehicle charging points installed at all main Company-owned sites • Fully electric fork lift truck fleet • Introduction of plant-based bio cartons 2022 • SBTi approved science-based targets and net-zero commitment • Full compliance with TCFD • FUNKIN glass bottle recycled content increased from 14.6% to 42.5% • New signatory of UK Plastics Pact • Successful trial of Hydrotreated Vegetable Oil (HVO) as fuel alternative to diesel 2023 • 20% of trucks fuelled by renewable bio-methane (Bio-CNG) • Introduction of first cap attached plastic bottles • Further packaging lightweighting • 30% rPET introduced in all PET plastic bottles produced at our Milton Keynes site 2024 • 100% recycled plastic film on all multipacks • Set Forest, Land and Agriculture emissions reduction targets for validation by the SBTi • Set updated science-based targets for validation by the SBTi • Aluminium recycled content increased to 62% • MOMA moved to 100% recyclable packaging • Procuring REGO backed renewable electricity across all our operational sites 2025-30 • Plastic and aluminium packaging lightweighting • Increased use of recycled content and renewable materials • Supplier engagement and collaboration programme • Transition of remaining truck fleet to renewable fuel • Reduce Company car fleet and move to electric vehicles • Degasification at our main manufacturing sites through heat pumps • Installation of lower energy intensive manufacturing equipment at our Cumbernauld site, including new PET and can filling lines • Reduction of CO 2 as a manufacturing processing aid, process improvements in manufacturing, and transition to biogenic CO 2 sources • Key suppliers transition to green electricity 2035-50 • Further use of recycled content and renewable materials • Logistics partners move away from diesel • Suppliers and logistics partners deliver on their net-zero commitments 2035 • Become net-zero across our own operations 2050 #### Become net-zero across #### our full value chain 2030 • Reduce Scope 1 and 2 GHG emissions by 60% • Reduce Scope 3 GHG emissions from purchased goods and services and upstream and downstream transport and distribution by 25% 2030-35 • Further degasification through heat pumps • Supplier engagement and collaboration programme • 100% circular or renewable packaging #### OUR PROGRESS #### OUR PLANS #### A NET-ZERO FUTURE ![]() 38 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### RESPONSIBLE BUSINESS REPORT CONTINUED Water and waste As a multi-beverage business, water is a key ingredient, as well as a necessary resource we rely upon across our operations. Water scarcity is an increasing concern both in the UK and across our international supply chain, and we continue to monitor and map the risk of water restrictions along our value chain. We are pleased to report further improvements in our water usage efficiency. We’ve already exceeded our water efficiency target for 2025, achieving a ratio of 1.72 litres of water used for every litre of product we produce. This represents a 12.2% improvement in efficiency compared to our 2020/21 baseline, due in part to a number of initiatives across our manufacturing sites. More information can be found in our non-financial KPI section on page 21. We’ve also implemented a reduction in process water usage for rinses at our Cumbernauld site, which has the potential to save c.15 million litres of water per year and, through our water utilisation programme at Milton Keynes, we aim to implement these learnings across our operations. As part of our sustainable sourcing strategy we also know that the most significant water use in our value chain is in agriculture. The crops that we rely upon for many of our products, such as mangos, are grown in hot, potentially water-stressed areas, and we are working in partnership with our global suppliers through our Supplier Code of Conduct to ensure adherence to environmentally responsible practices, including water stewardship. For the fifth consecutive year, we’re pleased to announce that 100% of our non-hazardous waste was diverted from landfill. Our objective is to maintain this performance on a permanent basis, as we aim to improve our waste management through initiatives such as waste auditing and packaging return and reuse. environmental footprint. We ensure our critical suppliers have embedded sustainable and ethical practices in their organisations, and that they are committed to maintaining these principles within their own supply chains. Our key suppliers must acknowledge their compliance on an annual basis through our stringent supplier approval process, which uses questionnaires and audits to confirm adherence to our standards across a broad range of requirements. For many years we have used the Supplier Ethical Data Exchange (Sedex) platform, a not-for-profit global membership organisation dedicated to driving improvements in ethical and responsible business practices. We also use the Sedex Supplier Approval Questionnaire as an important secondary validation step which allows independent benchmarking of suppliers on a consistent measurable basis. The output from these questionnaires also allows us to collaborate and engage with our suppliers to set objectives and action plans to deliver sustainable and continuous improvements. This includes active and ongoing dialogue with our key suppliers related to their carbon reduction plans – their actions support the delivery of our Scope 3 science-based targets, and ultimately our net-zero ambition. We monitor the proportion of our key packaging and ingredients suppliers with Science Based Targets in place, and will expand this process to include other environmental metrics into our supplier evaluation as data becomes available. We will implement a no deforestation commitment and policy with effect from the end of December 2025. This covers our primary deforestation – linked commodities such as cocoa, coffee, sugar and palm oil, and details the traceability of information and monitoring procedures we will implement to ensure no deforestation occurs along our supply chain. Materiality and stakeholder engagement We regularly engage with internal and external stakeholders to ensure that our responsibility agenda addresses the material issues. Governance Our responsibility agenda is integrated into our strategic, financial and business planning, as well as our risk management processes, with ultimate accountability sitting with the Board. We are also targeting waste reduction across our own operational sites. Our Brilliance in the Making continuous improvement manufacturing programme operates across our production sites and identifies and delivers initiatives that generate efficiency, waste and water improvements. The programme demonstrates the benefit of efficiency improvements for both our operations and in reducing our environmental impact. During the year we reduced our total solid waste to 3.0kg waste produced per 1,000L of product produced, exceeding our 2024/25 target. Our Environmental Representatives across our production sites are crucial for implementing our Group-wide waste and water strategies throughout the organisation, and are encouraged to flag resource and process inefficiencies if they occur. We are aware of the energy and emissions required in recycling and processing waste and have sought to simplify this process where possible, and have partnered with a number of businesses to reuse the cardboard packaging for our raw materials. Sustainable sourcing As climate change and a rising population put pressure on our limited natural resources, it is important for all our raw materials to be sourced sustainably and used effectively. As one of our No Time To Waste workstreams, sustainable sourcing is key to ensuring our high-quality ingredients and materials are sourced and manufactured in a fair, ethical and environmentally responsible way. Our Supplier Code of Conduct sets out the key supplier principles we work to and the minimum standards we require our suppliers to meet, which form part of their contractual commitments to us. This Code is fundamental to ensuring we work with suppliers who uphold the highest standards with respect to human rights, conditions of employment and who actively reduce their Our Milton Keynes site has begun the latest project to optimise our water usage, with workstreams focussed on rinse reductions and Clean In Place (CIP) optimisation. Beyond technological changes, this project will also involve employee training to improve maintenance and metering, allowing us to more thoroughly monitor our water and waste production. Water and waste ![]() 39 Strategic Report Corporate Governance Accounts Our Executive teams are responsible for the delivery and execution of our responsibility actions and programmes, supported where appropriate by sub-committees and functional or project teams. Further information on the governance of our climate-related risks and opportunities is detailed in our TCFD and CFD disclosures, as follows. Independent assurance We have continued to work with third party assurers, the Carbon Trust. Over the past 12 months, they have completed a review and verification of our Group operations for Scope 1, 2 and 3 emissions for the year ended January 2024 against the 14064-3 standard. Scope 1 and 2 verification for the year ended January 2025 is underway. Having developed the world’s first certification for organisational CO 2 e Reduction Standard and product carbon footprints, the Carbon Trust is a leading carbon footprint certification body. ESG-related corporate ratings During 2024, we received a Silver Medal classification from EcoVadis, placing us in the top 15% of companies reporting through the platform. We understand that our customers have their own Scope 3 emissions targets and supplier engagement goals, so we endeavour to meet those requirements by completing additional external reporting through organisations such as EcoVadis and Manufacture 2030. We have also maintained our ‘AA’ rating from MSCI, through an assessment that includes corporate governance and behaviour, along with industry- specific ESG-related risks. This classifies us as ‘leaders’, sitting in the top 15% of our reporting peers. We have a Climate Disclosure Project (CDP) B classification. Further information on our corporate governance framework can be found on pages 66 to 80.  Governance Board of Directors The AG Barr Board has accountability for the oversight of climate-related risks and opportunities impacting the Group. The Board of Directors considers climate-related risks and opportunities when reviewing and agreeing the Company strategy, agreeing future objectives, budgets and KPIs, setting policies and when considering potential M&A activity. The Board carries out a full review of the Group corporate risk register and principal risks, including those related to climate change, twice a year. In addition, the Board regularly discusses climate-related issues across a variety of Board meeting agenda items. These include matters arising from its sub-committees, particularly from the Environmental, Social and Governance (ESG) Committee, as well as from general business updates, where climate-related issues will often be integral. Examples during the year include discussions on science-based targets, our net-zero roadmap, as well as the approval of our strategic capital investment programme, incorporating projects which will contribute to greenhouse gas emission reduction. During the year, the Board received ESG training from an independent third party adviser. A structured process for identifying and quantifying emerging risks and opportunities across the Group, similar to our risk management approach, provides a framework to support broader thinking on new and emerging areas, including those related to climate change. With input from all of our Executive teams, this plays an important role in the Board’s strategic planning process. The Board completed a robust assessment of the Group’s emerging risks, including those related to climate change, during the year. TCFD and CFD disclosure The Task Force on Climate-related Financial Disclosures (TCFD) and the Climate-related Financial Disclosure (CFD) requirements both provide a framework for companies to report the potential financial impacts from climate change on their business. They also require reporting of the progress made by the organisation against the targets set to mitigate climate-related risks and to reduce its impact on the environment. These frameworks are designed to help investors and wider stakeholders understand how businesses are managing climate-related financial risks, across four key areas: Governance – setting out the respective roles of the Board and management team in managing risks and opportunities. Strategy – identifying risks and opportunities over different time horizons and explaining how these impact strategic and financial planning. Risk Management – having processes in place for managing identified risks and including these within the overall risk management framework. Metrics and Targets – explaining how both climate change impact and exposure to risks are measured, setting targets and tracking ongoing progress. Using this framework we set out our full disclosures below. ‘AA’ Rating from MSCI maintained Climate #### BoardExecutive Committee #### Group Risk Committee #### “No Time To Waste” #### Steering Committee #### Capital Allocation Committee #### Audit and Risk Committee #### ESG Committee #### Remuneration Committee #### Nomination Committee 40 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### RESPONSIBLE BUSINESS REPORT CONTINUED Corporate climate-related targets, set by the Executive teams and ratified by the ESG Committee, are monitored by the Board on a regular basis. The Board, in turn, delegates some elements of its responsibility to its various sub-committees, as set out below: • The Audit and Risk Committee has the delegated responsibility to monitor our internal financial controls as well as our internal control and risk management systems. Its risk management oversight includes the review of our Group corporate risk register and principal risks, including those related to climate change, at least twice per year. • The Environmental, Social and Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the Company’s management of all relevant ESG matters. The ESG Committee has delegated responsibility for approving the Company’s environmental sustainability strategy and reporting back to the Board. It meets four times a year as a minimum. The ESG Committee owns, and is responsible for monitoring and updating, our material risks and opportunities related to climate change. A full review was undertaken during the year against three climate scenarios. See the Strategy section for the output. • The Remuneration Committee is responsible for determining our remuneration policy, including how climate-related factors are taken into consideration and reflected in reward. Executive directors’ long-term incentive plan awards, by way of illustration, include an environmental sustainability performance measure. Further information is available in our Directors’ Remuneration Report on pages 87 and 88. • The Nomination Committee is responsible for Board appointments and succession planning. Business Divisions Our Executive teams across our business divisions are responsible for managing the climate-related risks and opportunities faced by our Group on both a long-term strategic basis and day to day. Our strategic planning process considers both the risks and opportunities arising from climate change and a specific process related to emerging risks and opportunities. The Executive teams are supported across a number of areas as set out below: • Our Group Risk Committee ensures that a strong framework is in place to manage operational risks effectively, including those associated with climate change. The Committee oversees our principal risks and uncertainties, and reviews the effectiveness of risk management and compliance systems in managing those risks. The aim of the Committee is to ensure that employees understand the importance of good risk management, that a supportive risk management culture is embedded across the Group and that risk management processes are clearly deployed. • The No Time To Waste Steering Group, chaired by the Chief Executive Officer, governs our Group-wide environmental sustainability programme. The No Time To Waste Steering Group has overall responsibility for setting the Group’s environmental sustainability strategy, for achieving the Company’s climate change objectives, and for monitoring and managing risks and opportunities related to climate change. In the following year, this Steering Group will be expanded to become an ESG Steering Committee, reporting to the ESG Committee. The No Time To Waste programme encompasses five key workstreams associated with reducing the effects of climate change, with a risk register in place across the programme. The risks identified, along with opportunities arising from the climate change agenda, are reviewed on a monthly basis. • Our Executive Committee is responsible for identifying and managing emerging risks and opportunities at an AG Barr Group level. This committee conducts an annual review prior to making recommendations to the Board, the output from which forms part of our Board’s annual Strategy Review. • Our Capital Allocation Committee is responsible for ensuring the best use of our capital resources in line with our strategy and plans. This includes the review and approval of capital expenditure programmes related to environmental sustainability, taking into account the risks and opportunities in investment decisions. Strategy Our Board has ultimate responsibility for agreeing our business strategy, taking into account, and reflecting where appropriate, the risks and opportunities associated with climate change. As detailed above, the Board’s strategic thinking and decision making is supported and informed by our Executive teams and by a number of Board sub-committees. As detailed in the Metrics and Targets section that follows, our key climate related objective, borne out of our strategy, relates to our achievement of our science-based targets and our ultimate net-zero commitment. Our associated net-zero road map is set out on page 37. Our strategic timeframes are as follows: • Short-term: 0 to 1 year • Medium-term: 1 to 5 years • Long-term: 5+ years These timeframes have been selected to align with our annual budgeting process, our internal integrated planning process (3 to 5 years) and our longer term thinking on emerging risks and opportunities. The opportunities, as well as physical and transition risks considered material to our Group, are detailed below, along with our strategic responses. A full review was undertaken during the year against three climate scenarios, with the resilience of our strategy specifically tested against scenarios where global temperatures rise by more than 2°C (RCP 4.5). Our methodology for defining material financial and strategic impacts on our business is aligned with our risk management approach, detailed in the Risk Management section that follows. Gross risk impacts that fall in the categories of “moderate”, “major” or “critical” would be deemed to be material: ![]() 41 Strategic Report Corporate Governance Accounts Physical risks Associated with increased severity of extreme weather events such as cyclones and floods (acute), and associated with changes in precipitation patterns and extreme variability in weather patterns, rising mean temperatures and rising sea levels (chronic). Risk Type & Description Timeframe Potential financial impact Chronic risk The risk that long-term climate change impacts the future availability, quality and cost of the natural ingredients required to manufacture our products, such as sugar, fruit and water. Long-term Strategic response: We have dedicated Sustainable Sourcing and Water workstreams within our No Time To Waste environmental sustainability programme with ambitious strategies in these areas. By way of illustration of action taken related to fruit availability, we have developed a network of suppliers who can supply materials from different origins and have set up a programme to approve products from different geographical sources, such as passion fruit from Vietnam, in addition to our existing supply from Ecuador, thus reducing the risk of supply issues and ultimately protecting availability. We have developed a raw material origin tracker which allows us to see beyond our direct suppliers and understand specific geographic locations of raw material processors. By reviewing this data we can better understand the mitigating actions we can take and spread our raw material sourcing across broader geographical areas. As a core ingredient, we have three approved mango suppliers who source from two distinct districts in India to provide us with diverse sources of the fruit. We are also engaging with suppliers to establish alternative sources from other countries, such as Bangladesh, to mitigate against poor crop yields. Engagement has now commenced with the Sustainable Agricultural Initiative to support us in working with our suppliers to help mitigate and manage longer-term climate change impacts. Our well communicated sugar reduction programme also provides mitigation against some of the risks associated with sugar availability. With a portfolio now less reliant on sugar we have reduced our exposure to potential longer-term sugar sourcing issues. Acute risk The risk that an extreme weather event impacts the crop or yield of a natural ingredient used within our products or that an extreme weather event causes supply chain, transport or customer service disruption – such as a flood at one of our strategic supplier locations, resulting in a lack of supply for some key materials and loss of sales. The greatest risks to our business operations in terms of extreme weather events are likely to be severe winter weather affecting our ability to service customers, or an extreme weather event at a key supplier, e.g. flooding. Severe storms could also affect harvests, transport and/or logistics. Logistical challenges could lead to an immediate, but likely short-term, impact on sales while any harvest impact could lead to reduced supply and higher raw material prices. Long-term Strategic response: In addition to broadening our supplier base to mitigate key supplier risk we ensure that we retain appropriate levels of inbound raw material stock and outbound finished stocks. We also discuss with suppliers their disaster mitigation recovery plans. We have a fully researched suite of contingency recipes using alternative ingredients where appropriate should short-term weather events impact raw material availability. Workstreams have been established at our Milton Keynes site to improve water usage efficiency and explore production changes to pre-empt water restrictions. Potential financial impact movement: Moderate Major Critical ![]() 42 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### RESPONSIBLE BUSINESS REPORT CONTINUED Transition risks Associated with changes to policy and legislation, technology, the market and reputation. Risk Type & Description Timeframe Potential financial impact Policy and legal risk The risk of higher costs as a consequence of planned / potential regulation such as a carbon tax or a waste incineration tax. The IEA Net-Zero Emissions by 2050 climate scenario identifies a potential need to introduce carbon pricing for all industries in developed countries starting from $140 per tonne CO 2 e in 2030, rising to $205 per tonne CO 2 e in 2040. Medium-term Strategic response: We have approved science-based targets that will see us becoming net-zero across our own operations by 2035 and across our full supply chain by 2050, if not sooner. We have already begun our decarbonisation journey in areas such as moving to 100% renewable electricity and 100% electric forklift trucks. We are also focused on reducing, reusing and recycling across our packaging. 100% of our Barr Soft Drinks, FUNKIN and MOMA packaging is already recyclable and we are increasing our use of recycled material. We now have 100% recycled plastic film across consumer multipacks and a minimum of 30% rPET across our Barr Soft Drinks portfolio. Discussions are also underway with our glass bottle and aluminium can suppliers on how we can work together to increase recycled content in the products they provide. We are reducing packaging where possible, such as a reduction in the weight of our factories’ outer stretch wrap. Our long-term objective is to move to 100% circular or renewable packaging across our entire portfolio. In addition, we are positive supporters of the implementation of the Deposit Return Scheme (DRS) in the UK, which will help to mitigate Extended Producer Responsibility (‘EPR’) costs for the business – the latest government proposals in this area have confirmed that containers subject to DRS will be out of scope of EPR. Market and technology risk The risk that energy and other related costs rise as industry transitions to new sustainable business models e.g. renewable electricity, packaging material supply, bio fuel etc, and/or national targets for grid decarbonation are not achieved. This could result in increased costs to the business as our supply base passes these increases through and impact the reduction of our purchased electricity emissions (Scope 2) in line with our net-zero targets. Medium-term Strategic response: Volatile input costs, particularly energy related, are mitigated where possible by timely procurement and long-term contract management, such as our long-term renewable electricity agreement. We monitor market conditions carefully and ensure that decision-making takes into account external trends and economic forecasts, ensuring availability can meet our supply needs at an acceptable cost. Market risk The risk that consumer or customer behaviours change in relation to single-use packaging or as a result of regulatory changes designed to reduce the impact of climate change, such as DRS, resulting in a reduction in demand for our products or consumers switching to brands perceived as more sustainable. Medium-term Strategic response: We are positive supporters of the implementation of an interoperable UK-wide DRS scheme. By incentivising consumers to return their drinks containers, DRS will set drinks packaging apart, as drinks containers will become part of a truly circular economy. The delivery of our net-zero roadmap, and specifically our drive to reduce, reuse and recycle across our packaging, are key to improving our environmental credentials and further building trust with consumers. ![]() 43 Strategic Report Corporate Governance Accounts We believe that our strategic actions are currently providing an acceptable degree of long-term resilience, taking into consideration different climate-related scenarios. Risk Management Identifying risks Each department or function in the Company has its own risk register that is reviewed on a regular basis. Climate-related risks, including those associated with existing and emerging regulatory requirements, are identified and assessed alongside other business risks during the departmental reviews. Departmental risk registers feed into the Group corporate risk register, which is reviewed by our Group Risk Committee every two months. The Executive Committee, as already detailed in the Governance section, is responsible for the Group‘s emerging risks and opportunities register, with a longer-term horizon than that considered by the departmental units. The ESG Committee owns, and is responsible for monitoring and updating, our material risks and opportunities related to climate change. The ESG Committee is supported by a cross- functional group of senior executives who help input into this process both in terms of risk identification and assessment aligned to varying climate scenarios. A full review was undertaken during the year against three climate scenarios. The three scenarios were used in order to represent best-case, intermediate and worst-case situations against which to consider impacts and likelihoods. Opportunities Associated with resource efficiency, energy sources, products and services, markets and resilience. Opportunity Description & Type Timeframe Potential financial impact Energy source opportunity Use of lower-emission energy sources, such as photovoltaic panels and heat pumps for the generation of electricity, heat and steam, leading to a reduction in greenhouse gas emissions. Medium-term Strategic response: These initiatives present a significant opportunity to reduce our Scope 1 (by the reduction of gas consumption from heat pumps) and Scope 2 (from on-site electricity generation from photovoltaic panels) emissions, thereby mitigating the on-cost associated with the potential introduction of carbon pricing while also potentially delivering utility cost reductions. Market opportunity The opportunity that consumer behaviours change, with consumption patterns shifting towards products perceived to be more environmentally friendly, resulting in sales opportunities. More environmentally conscious consumer behaviours could include supporting companies who have clear plans to achieve net-zero or who are actively engaged in DRS schemes. It could also extend to the favouring of domestic produced products. This opportunity could also lead to the attraction of new talent to our workforce. Long-term Strategic response: Communication with our customers and consumers is key to ensuring our environmental sustainability plans and progress are well understood. We provide regular updates to our customers via our sales teams and we are increasingly communicating directly with consumers, both on pack and through traditional and social media channels. The acquisition of the MOMA business illustrates how sustainability factors are now integrated into business and corporate development decision-making. The MOMA brand champions UK oats and British farming and, as a dairy milk alternative, oat milk is one of the most sustainable options. ![]() 44 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### RESPONSIBLE BUSINESS REPORT CONTINUED Best-case climate scenario IEA Net-Zero Emissions (NZE) by 2050 Scenario narrative & context Under this scenario, the global energy sector reaches net-zero emissions of CO 2 by 2050 by deploying a wide portfolio of clean energy technologies and without offsets from land-use measures. It also depends on a high degree of fair and effective global co-operation and collaboration. All countries are required to contribute to deliver the desired outcomes. This scenario assumes that all regions introduce pricing of CO 2 emissions alongside other policies designed to bring about clean energy transitions in the NZE Scenario. For advanced economies the assumed carbon price by 2030 is $140 per tonne of CO 2 . Intermediate climate scenario IPCC RCP 4.5 pathway Scenario narrative & context Emissions start declining by approximately 2045 to reach roughly half of the levels of 2050 by 2100. Global temperatures rise between 2°C and 3°C, by 2100, sea levels rise and many plant and animal species are unable to adapt. Worst case climate scenario IPCC RCP 8.5 / SSP5 Scenario narrative & context Limited efforts are made by governments and businesses to reduce greenhouse gas emissions, leading to temperature rises of 4°C above pre-industrial levels by 2100. In this scenario, the emphasis turns to protecting the population and operational assets from the catastrophic impact of the changing climate as opposed to reducing the emissions themselves. We chose this scenario to assess the potential physical risks on our business and supply chain, as it is supported with long-term data ranges on temperature, precipitation and rise in sea-levels. The data from the scenario extends to 2100 and allows us to take long-term views on risks, considering the impact of market change in the locations of our own assets and at the origin of our key materials. Assessing risks Our Group corporate risk register guidelines provide the framework for defining financial and strategic impacts on our business. This framework applies equally to climate-related risks and categorises five levels of risk impact: “insignificant”, “minor”, “moderate”, “major” and “critical”. The Group corporate risk register guidelines also include definitions for the likelihood of the risks, including: “rare”, “unlikely”, “possible”, “likely” and “almost certain”. Different parameters are taken into account when assessing the potential impact of a risk, including financial, environmental and other aspects such as health and safety and corporate reputation. Each risk is given a risk rating before and after mitigating actions. Gross risk impacts that fall in the categories of “moderate”, “major” or “critical” would be deemed to be material. From a financial perspective, a “moderate” impact is defined as impacting financial turnover or profit by between 3% and 10%, a “major” impact is defined as impacting financial turnover or profit by more than 10% and less than 25%. A financial impact of 25% of more on turnover or profit would be deemed “critical”. Managing risks The resolution of moderate impacts requires the input from our Executive teams. The resolution of major and critical impacts requires the input from the Board and/or its sub-committees. The Group Risk Committee reports back to the Audit and Risk Committee, attended by Board Directors. Similarly, the ESG Committee reports to the Board on the material climate-related risks identified. Mitigating actions are developed for each risk and their effectiveness is reviewed on an ongoing basis. New actions are triggered in order to further reduce the net score of each risk, especially for any risks that sit outside of the Board risk appetite. Functional risk registers are reviewed in depth by the Group Risk Committee according to an annual schedule to ensure that risks are well represented and that actions are taken to reduce the level of risk for the business. Metrics & Targets The mitigating actions for our key climate-related risks, identified through our ESG Committee and our multi-functional and business-wide risk management process, are being managed primarily through our No Time To Waste environmental sustainability programme. This programme has identified a number of long-term climate-related goals, with the key deliverables being the achievement of our science-based targets and the ultimate delivery of our net-zero by 2050 commitment. Other climate-related targets and KPIs, including those related to packaging, waste and water, are detailed within our long-term goals and non-financial key performance indicators on pages 21 and 27. Our metrics and targets focus primarily on the reduction of Scope 1, 2 and 3 greenhouse gas emissions, identified as a cross-industry, climate-related metric category. ![]() 45 Strategic Report Corporate Governance Accounts Environmental targets form part of the business metrics assessed during the year and where appropriate are linked to individual reward. The Long Term Incentive Plan (LTIP) for Executive Directors includes a measure aligned to environmental sustainability. Our SBTi approved science-based carbon reduction targets are in line with the latest climate science recommendations necessary to meet the goals of the Paris Agreement and limit the temperature increase to 1.5°C above pre- industrial levels. These targets are detailed below and set out our commitment to be net-zero across our own operations by 2035 and across our wider supply chain by 2050, if not sooner. As referred to above, during the year we recalculated our baseline emissions data and re-submitted our near and long-term net-zero targets to the SBTi for approval, along with new Forest, Land and Agriculture (FLAG) emission reduction targets and a new commitment to no deforestation from the end of 2025. If these new targets are approved by the SBTi, they will be disclosed in next year’s Responsible Business Report. Our 2023/24 greenhouse gas emissions Emissions (tCO 2 e) 2020/21 2021/22 2022/23 2023/24 Total Scope 1 7,375 3,848 4,364 6,888 Total Scope 2 – market based 1,904 1,036 180 47 Scope 3 Category 1a – Purchased goods and services (product-related) 106,392 86,767 117,80 9 139,375 Category 1b – Purchased goods and services (non-product related) 7,6 60 11,877 5,276 6,597 Category 2 – Capital goods 1,776 3,311 8,623 8,676 Category 3 – Fuel and energy related activities 2,155 2,158 2,476 2,149 Category 4 – Upstream transportation and distribution 26,429 30,616 24,493 26,410 Category 5 – Waste generated in operations 128 117 190 117 Category 6 – Business travel 363 85 428 506 Category 7 – Employee commuting 448 223 412 444 Category 8 – Upstream leased assets – – – – Category 9 – Downstream transportation and distribution 16,367 18,254 18,888 17,99 8 Category 10 – Processing of sold products 2 348 128 194 Category 11a – Use of sold products (direct) 2,943 – 5,009 5,890 Category 11b – Use of sold products (indirect) 3,055 2,016 3,393 3,867 Category 12 – End-of-life treatment of sold products 5,697 4,236 6,499 7,663 Category 13 – Downstream leased assets – – – – Category 14 – Franchises 36 – – – Category 15 – Investments 82 99 108 72 Total Scope 3 173,533 160,107 193,733 219,959 Total Scope 1, 2 & 3 182,812 164,991 198,276 226,893 Note: Emissions for 2020/21 and 2023/24 have been recalculated to take account of a change in methodology to include emissions from carbon dioxide lost in process in Scope 1 (formerly Scope 3). Emissions for 2022/23 have been recalculated to include a full year’s emissions for the Boost business. Scope 1 & 2 data for 2021/22 and 2022/23 has been omitted from the non-financial KPI on emissions reduction (page 21), as the methodology and operations covered do not align with the other years and therefore the data is not comparable. #### Our science-based #### targets Overall Net-Zero Target We commit to reach net-zero greenhouse gas (GHG) emissions across the value chain by FY2050 from a FY2020 base year. Near-term Targets We commit to reduce absolute Scope 1 and 2 GHG emissions by 60% by FY2030 from a FY2020 base year. We also commit to reduce absolute scope 3 GHG emissions from purchased goods and services, upstream transport and distribution and downstream transport and distribution by 25% within the same timeframe. Long-term Targets We commit to reduce absolute Scope 1 and 2 GHG emissions by 90% by FY2035 from a FY2020 base year. We also commit to reduce Scope 3 GHG emissions from purchased goods and services, upstream transport and distribution and downstream transport and distribution by 90% by FY2050 from a FY2020 base year. Notes: FY2020 refers to AG Barr financial year 2020/21 ended in January 2021. The same convention applies to FY2030, FY2035 and FY2050. ![]() 46 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### RESPONSIBLE BUSINESS REPORT CONTINUED Our total 2023/24 emissions increased year-on-year by 14.4%. The main driver of this was our Scope 3 emissions, which increased primarily as a result of increased production volumes which have accompanied our strong growth performance for the year. Increases in the emission factors used to calculate our Scope3 data are another cause of this overall increase. As we look to implement our ambitious growth plan in the years ahead, it will be vital to decouple our emissions from the increases in production which will be required to deliver our strategy. Initially, this requires us to continue improving our energy and resource use efficiency, along with our supplier engagement strategy to ensure strategic suppliers implement net-zero targets and reduce emissions along our value chain. Our packaging strategy to lightweight and increase the recycled content of our materials will be required to achieve our overarching goal of reducing absolute emissions. We have now recalculated our SBTi approved science-based targets and our baseline 2020/21 data to fully include the emissions increase from our acquisitions of MOMA and Boost and the methodology change referred to above. This will allow us to track and report on future progress against our science-based targets, using accurate comparators and ensuring our data and our goals are representative of our enlarged Group. Our combined Scope 1 and 2 emissions for 2024/25 reduced by 43% compared to the baseline year, as a result of a number of positive actions which reflect the progress made against our net-zero commitment. These are detailed in the SECR section that follows, and further information can be found within our carbon reduction section and net-zero roadmap on pages 34 to 37. While our full carbon footprint assessments run a year in arrears due to calculation and validation requirements, our Scope 1 and 2 emissions data is available for the 2024/25 financial year in the SECR section. TCFD and CFD Compliance Statement We have complied with the requirements of Listing Rule 6.6.6R(8) by including climate-related financial disclosures consistent with the TCFD recommendations and recommended disclosures. The climate-related financial disclosures made comply with the requirements of the Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022. Scope 3 emissions are disclosed a year in arrears due to calculation and validation requirements. Streamlined Energy and Carbon Reporting (SECR) We are reporting against the SECR framework for the fifth year, for the period 29 January 2024 to 25 January 2025. We report as a quoted Company and confirm that all the minimum requirements have been addressed and are presented here. All global energy and emissions reported relate to UK operations – there are no non-UK energy and emissions. Our total energy consumption for 2024/25 was 43,053,114 kWh. This includes the Company’s electricity and natural gas usage for our production, distribution and office buildings as well as transport fuels for logistics vehicles and Company cars. This compares to a figure of 44,446,210 kWh in 2023/24. Under a location-based approach the total global Scope 1 and 2 carbon emissions associated with our reported energy use and fugitive emissions from refrigerant leaks and carbonation losses for 2024/25 were 9,896.49 tCO 2 e, as summarised in the table below: Carbon Emissions (Location-based) 1 2024/25 2023/24 verified footprint Scope 1 emissions – (tCO 2 e) 5,208.85 6,888.11 2 Scope 2 emissions – purchased electricity (tCO 2 e) 4,687.64 4,798.94 Scope 2 emissions – purchased steam (tCO 2 e) – – Total Scope 1 & 2 emissions (tCO 2 e) 9,896.49 11,687.05 1 The location-based approach applies US grid average carbon emission factors to all Scope 2 purchased electricity. 2 The 2023/24 footprint underwent 3rd party verification after the publication of the 2023/24 annual report leading to an adjustment in Scope 1 emissions previously stated at 6,897.47 tCO 2 e. Biogenic emissions from HVO and Biomethane combustion in vehicles and sourcing of a proportion of CO 2 for carbonation from biogenic sources led to out-of-scope emissions of 493.83 tCO 2 e. Under a market-based approach the total global Scope 1 and 2 carbon emissions associated with our reported energy use and fugitive emissions from refrigerant leaks for 2024/25 were 5,266.34 tCO 2 e, compared to 6,934.65 tCO 2 e in 2023/24, as summarised in the table below: Carbon Emissions (Market-based) 1 2024/25 2023/24 verified footprint Scope 1 emissions – (tCO 2 e) 5,208.85 6,888.11 2 Scope 2 emissions – purchased electricity (tCO 2 e) 57. 49 46.54 Scope 2 emissions – purchased steam (tCO 2 e) – – Total Scope 1 & 2 emissions (tCO 2 e) 5,266.34 6,934.65 1 The market-based approach accounts for zero carbon renewable electricity purchase (backed by REGOs) at all AG Barr’s facilities, excluding the FUNKIN, Middlebrook, Boost & MOMA leased sites. 2 The 2023/24 footprint underwent 3rd party verification after the publication of the 2023/24 annual report leading to an adjustment in Scope 1 emissions previously stated as 6,897.47 tCO 2 e. Biogenic emissions from HVO and Biomethane combustion in vehicles and sourcing of a proportion of CO 2 for carbonation from biogenic sources led to out-of-scope emissions of 493.83 tCO 2 e. ![]() 47 Strategic Report Corporate Governance Accounts Methodology The methodology used is the WBCSD/WRI Greenhouse Gas Protocol – a corporate accounting standard revised edition in conjunction with UK Government environmental reporting guidelines including SECR guidance. The organisational boundary is A.G. BARR p.l.c.’s global operations. An operational control approach has been taken. We have used the UK Government greenhouse gas conversion factors for Company reporting 2024. Scope 2 emissions from purchased electricity have been measured using a location-based approach. Intensity ratio For 2024/25 location-based emissions, our emissions intensity, measured as the total Scope 1 and 2 emissions relative to the thousand litres of product produced is 21.73 kgCO 2 e per thousand litres of product produced. This compares to 25.63 kgCO 2 e per thousand litres of product produced for 2023/24, as detailed in last year’s Annual Report. The decrease is due to energy efficiency improvement actions undertaken during the year – see further details below. Energy efficiency actions 1. We are procuring REGO backed renewable electricity across all our operational sites, reducing Scope 2 market-based emissions by 4,630 tCO 2 e (98.77%) in comparison to location-based emissions. 2. We have procured 17.76% of our CO 2 gas for carbonation from biogenic sources, leading to a 891.00 tCO 2 e reduction in Scope 1 emissions. 3. We ran 12 compressed natural gas (CNG) trucks on biomethane to replace diesel. This reduced emissions by 113.99 tCO 2 e in 2024. 4. The trucks at our Moston depot ran on Hydrotreated Vegetable Oil instead of diesel, contributing to an estimated reduction of 43.96 tCO 2 e. 5. We have installed two new PET lines at our Cumbernauld manufacturing site. The ovens of the new lines consume c.11% less power than the previous lines. High pressure air consumption is 20% less than on the previous line. This results in an estimated annual saving of 390,000 kWh. 6. We have installed a new compressor at our Cumbernauld factory. This has been designed to run more efficiently and to save an estimated 71,250 kWh per annum. 7. We have continued to roll out our Brilliance in the Making continuous improvement programme across our manufacturing sites. Through this programme, we are investing heavily in the training of our staff on better problem solving and teamworking skills. This programme improves energy efficiency through reduction in changeover times, improvements in line reliability and the reduction of waste. ![]() 48 A.G. BARR p.l.c. Annual Report and Accounts 2025 Calorie reduction Our job has always been, and continues to be, about understanding consumers and their changing tastes and preferences, and providing them with great products and choice. In response to our consumers’ changing needs and their desire to reduce total calories consumed, we have continued to significantly reduce the total sugar content and calorie count across our products, both through the reformulation of existing products and the launch of zero sugar products during the year. To aid portion control, we offer our products in a range of pack sizes. High Fat, Sugar, and Salt (HFSS) products have been subject to price and location restrictions in England since 2022. These products include ‘high sugar’ standard soft drinks with greater than 4.5g total sugar content per 100ml and, by this definition, 97% of our current Barr Soft Drinks portfolio is HFSS exempt. Similarly, the UK Soft Drinks Industry Levy (SDIL), known colloquially as the ‘sugar tax’, has an exemption threshold of less than 5g total sugar per 100ml, therefore 97% of our Barr Soft Drinks portfolio is also exempt from the SDIL. Responsible advertising and marketing We take our responsibility in how we market, promote and advertise our products very seriously. Our Responsible Marketing Code of Conduct (available on our corporate website) sets out our commitment to ensuring that our marketing communications are at all times clear, accurate and not misleading. We comply with the letter and the spirit of all applicable laws and regulations and, where applicable, all voluntary industry codes. Our marketing communications will not use language or present imagery that may be seen as derogatory or offensive to any particular group of people, including those defined by gender, ethnicity, religion or sexual orientation. We will not seek to mislead our consumers through false, exaggerated or ambiguous claims. Any claims about our products, their benefits, or nutritional content will be substantiated by reliable evidence. Similarly, we will avoid ‘greenwashing’ and we will not make any environmental claims that are false, exaggerated, ambiguous, or which cannot be substantiated by reliable evidence. We advertise responsibly, ensuring our advertising is age appropriate, beyond regulatory requirements – for example, across all of our brands we will not target under 12’s through direct communication or indirectly by, for example, associating with celebrities, influencers, or events, who or which have a primary appeal to under 12’s. In addition, we never advertise HFSS, caffeinated or energy products to under 16s. In advertising our FUNKIN cocktail range, we adhere to an enhanced Code of Conduct for the promotion of alcoholic beverages. Pricing information and promotional offers will be presented accurately and transparently. Any discounts, promotions, or special offers will be clearly stated, including any terms and conditions that may apply. Labelling We are committed to providing clear calorie and nutritional information on our packs and/or our websites to help consumers make informed choices. We were one of the earliest adopters of the government’s voluntary front of pack nutritional labelling on all our Company-owned Barr Soft Drinks brands, which is a simple traffic light style scheme, making it even easier for consumers to find the information they need. We integrate calorie-related callouts into our packaging designs to further aid consumer awareness. We fully comply with all of the appropriate regulations and in some cases go beyond the standards set, such as in the area of energy drinks where our industry code exceeds regulatory requirements. Research and Development Our in-house research and development team delivers a wide range of innovation and reformulation projects, following regular and thorough consumer research to better understand our consumers’ changing preferences. We aim to help people lead healthier lifestyles and understand that consumer choice is increasingly influenced by nutritional content. We’re expanding our products accordingly, already offering non-alcoholic alternatives in our FUNKIN cocktail range, and developing Rubicon products with a higher vitamin content. #### RESPONSIBLE BUSINESS REPORT CONTINUED COMMITMENT 3 ## We support ## healthy living ![]() 49 Strategic Report Corporate Governance Accounts Engaging with communities Supporting and working with our local communities has been at the core of our business since we were first established in 1875. We support a range of charities and community groups across the UK, from local clubs and charity fundraisers to large charities helping people on a national scale. We help in various ways, including financially, through donations, or on a practical level with employee volunteering. Employee volunteering Our employees are encouraged to take part in volunteering activities, giving something back to local communities. This year saw employees volunteering for a range of deserving causes, including Marie Curie, The Drinks Trust, Woodlarks Accessible Campsite, Women’s Aid, The Scottish Wildlife Trust and Children’s Hearing Scotland. Marie Curie charity partnership Barr Soft Drinks continued to support Marie Curie as our national charity partner during the year and has donated £150,000 over our three-year partnership. Marie Curie is the UK’s largest end-of-life charity and provides support for individuals and their families experiencing terminal illness. The corporate donation has been supplemented by additional, employee-led fundraising opportunities and individual employee challenges such as trekking to Everest Base Camp. In the spirit of camaraderie, four employees from across the business braved “Zipslide the Clyde” – ziplining 100ft over the River Clyde in Glasgow, and raising £3,000 in sponsorship. Charity Champions Employees from across the business are encouraged to join the planning and implementation of our fundraising, particularly as ‘Charity Champions’. Our partner charities are chosen through a Company-wide employee vote and we aim to work with charities that reflect the values and concerns of our teams. Wildflower garden Our colleagues at FUNKIN planted wildflowers near our Camden site, to improve local biodiversity and support pollinators. As we expand our No Time To Waste environmental sustainability workstreams to include nature- related targets and disclosures, charity action like this will complement our corporate environmental strategy which is ingrained in our business activity. We’ve also aligned our employee wellbeing strategy with our charitable activity this year, with representatives from Scottish testicular cancer charity Cahonas giving a talk at our Cumbernauld site. The event succeeded in spreading information on the symptoms and reducing the stigma associated with this disease. COMMITMENT 4 ## We give ## back #### Good Neighbour #### Community Giving Fund In addition to our partnership with Marie Curie, we have launched our Good Neighbour Community Giving Fund, through which employees can nominate charitable organisations local to our sites across the UK. These charities will receive a split of an additional £20,000 each year, and we aim to support a range of organisations across areas of health and wellbeing, environment and sustainability, and social inequality. Giving back ![]() 50 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### FINANCIAL REVIEW Overview The business has delivered another set of very pleasing financial results. A strong performance across all core financial metrics in a year where we have upweighted investment in both revenue growth drivers and manufacturing infrastructure to ensure we remain fit for the future. Revenue grew 5.1% to £420.4m led by soft drinks. The growth was broad-based across the portfolio, driven by a good balance of pricing, product mix and volume growth. A positive performance against a backdrop of poor weather and a challenging economic environment. Our commitment to improve operating margin continues to be delivered from a combination of organisational simplification, supply chain efficiency and on-going strong cost discipline. These initiatives delivered a 130bps improvement in adjusted operating margin\* and contributed to an adjusted profit before tax\* of £58.5m, up 15.8% on the prior year (2023/24: £50.5m). Reported profit before tax was £53.2m (2023/24: £51.3m). A strong performance across all core financial metrics. Revenue and profit growth combined with operating margin improvement provides further evidence that the Group’s long-term strategy is delivering. Stuart Lorimer Chief Finance and Operating Officer Significant and sustainable cash generation continues to support a net cash positive balance sheet. This strong balance sheet and our consistent focus on disciplined capital allocation has enabled the business to fund investment plans that will drive growth and productivity. £48.3m of cash generated from operations was after a significant increase in brand investment. It funds capital expenditure\* of £19.2m and gives the confidence to recommend a 12.0% increase in the full year dividend in line with our progressive dividend policy. We ended the year with £63.9m net cash in bank\* (2023/24: £53.6m). This, combined with debt capacity headroom of up to 2.5x EBITDA provides significant financial resilience as well as the flexibility for continued organic investment and potential M&A. Our ongoing investment in our brands, asset base and people combined with our strong track record of delivery reinforces our confidence that the business will continue to grow and create value in line with our strategic ambition. ![]() 51 Strategic Report Corporate Governance Accounts Adjusting Items In the year to 25 January 2025, the Group incurred and separately disclosed a net charge of £5.3m of pre-tax adjusting items (2023/24: £0.8m credit). This charge has been included within operating expenses but has been excluded from adjusted profit before tax\*. Adjusting items comprise costs associated with our business change programme to improve efficiency and unlock growth. They include: Cash cost Non cash Total charge Route to market changes – Ceasing direct to customer deliveries and moving to a field sales model £2.7m £1.7m £4.4m Boost integration – Integration of Boost sales, marketing and back office support into the AG Barr business £0.9m – £0.9m Total Adjusting Items £3.6m £1.7m £5.3m Both of the programmes have been completed successfully and there are no further costs associated with these initiatives. In February 2025 we announced a reorganisation to simplify our business around a single AG Barr organisation. The new model will result in a single, integrated drinks business that will simplify processes, remove duplication and better position us to meet our growth ambitions. The associated costs of this integration are anticipated to be in the region of c.£1m. Segmental Performance There are currently three reportable segments in the Group: • Soft drinks • Cocktail solutions • Other Soft drinks – Revenue up 6.4%, gross profit up 7.6% A strong performance from the soft drinks portfolio, driven by a well-balanced contribution from volume (+4.6%), price and mix. Distribution gains and the deployment of improved revenue and margin initiatives continue to deliver top and bottom-line growth. Our 3 core soft drink brands (IRN-BRU, Rubicon, and Boost) contributed 66% of the total business revenue and revenue increased 8.4% on the year. The soft drink portfolio brands, which include Barr Flavours, Rio, Bundaberg, KA and Simply Fruity, contributed 22% of the total business revenue and revenue increased 1.5% on the year. Cocktail solutions – Revenue down (6.1)%, gross profit down (3.9)% FUNKIN continues to evolve into a branded, consumer focused business with sustained growth of its ready-to-drink (RTD) cocktail range, which now constitutes approximately half of its total revenue. However, despite strong RTD performance, challenging market conditions led to a year-on-year decline in on-trade revenue, resulting in a 6.1% overall revenue decrease. In February 2025 we announced a reorganisation of our business which will see the FUNKIN and soft drinks portfolio integrated into one AG Barr operation. A single sales force and integrated marketing model that will support the continued delivery of our growth ambitions for all our brands. #### “Our capital allocation #### principles are consistent #### with our strategic #### ambition to consistently #### grow our business.” ![]() 52 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### FINANCIAL REVIEW CONTINUED Other – Revenue up 7.6%, gross profit up 12.5% This segment represents our MOMA business, comprising primarily oat drinks and porridge. Since we acquired MOMA in 2022, we have consistently invested in the long-term potential of oat milk, which continues to grow market share and now represents over 57% of the plant-based milk market. MOMA grew share of this growing category driven by distribution gains within hospitality and specialty coffee. While MOMA remains small in relative terms, there have been significant improvements in supply chain efficiencies and the brand has contributed to the Company-wide margin rebuild strategy at both gross and operating margin. Margins Inflation persists on the back of global conflicts, political uncertainty and the strength of the US dollar. With only a few exceptions, commodity costs remained at elevated levels throughout 2024, with cost inflation particularly evident in employment and service-related inputs. We expect 2025 to continue the trend of moderate inflation across the cost base led by salary related expenditure. Gross margin\* of 39.1% was, as predicted, up versus the prior year (2023/24: 38.6%). A short-term supply issue with FUNKIN RTD cans in Q2 resulted in customer disruption and some incremental remedial costs in an otherwise positive year for supply in terms of customer service and productivity. The benefit of an increasingly resilient supply chain, our capital refresh programme and the ongoing Boost insourcing initiative are anticipated to continue to deliver margin improvements in 2025. Underlying overhead costs, which exclude one-off costs treated as adjusting items, increased by 2.3%. We continue to invest in our brands and our people. We invested in upweighted marketing, a core pillar of our growth strategy, and additional field sales resources to support our route to market (RTM) strategy. The higher levels of investment in those areas more than offset productivity and efficiency gains from strategic projects At 13.6%, adjusted operating margin\* was 130 basis points above the prior period (2023/24: 12.3%). We remain on track with our margin rebuild plans and our commitment to delivering a sustainable 14.5 – 15.0% operating margin by the end of 2025/26. Reported operating margin was 12.3% (2023/24: 12.5%) due to the impact of one-off adjusting items which resulted in a £5.3m charge in the current year (prior year £0.8m credit). Interest The Group remained net cash positive throughout 2024/25, with surplus cash held on rolling short-term deposits. The resulting interest income of £2.0m offset finance charges of £0.5m relating to periodic overdraft charges and lease interest costs under IFRS 16. Taxation The reported effective tax rate for the year ended 25 January 2025 was 25.4% (2023/24: 25.0%). The standard rate of corporation tax applied to reported profit is 25.0% (2023/24: 24.0%). The effective tax rate is higher than the standard applicable tax rate on account of a small number of prior year tax adjustments and certain costs being non-deductible tax expenses. Deferred tax was calculated at 25% (2023/24: 25%). Earnings Per Share (EPS) Adjusted basic EPS\* for the year was 39.77p, an increase of 17.4% on the prior year. This reflects the strong profit performance, with a slightly smaller share base offsetting the modest increase in effective tax rate. Basic reported EPS was 35.81p, an increase of 3.5% on last year. Based on a diluted weighted average of 112,050,469 shares, diluted EPS was 35.43p (2023/24: 34.24p). Dividends The Group’s dividend policy remains unchanged. We aim to deliver a progressive and sustainable dividend that has regard to performance trends including revenue, profit after tax and cash, and is in line with our target dividend cover and payout ratios. In line with this framework, and following the interim dividend of 3.10p per share paid in November 2024, the Board is recommending a final dividend for the period of 13.76p. This will bring the full year dividend to 16.86p per share (2023/24: 15.05p per share) which provides 2.1 times dividend cover and delivers a payout ratio of 48%. Subject to approval by shareholders at the AGM in May, the final dividend will be paid to holders of ordinary shares on the register as of 9 May 2025 with an ex-dividend date of 8 May 2025. Balance Sheet Disciplined capital allocation is a key component of our business strategy as we target a consistent ROCE above 20%. During the year, the Board reviewed our strategy in the context of its prevailing risk appetite, current capital programme and our strategic plans. We continue to believe that a strong balance sheet that supports organic growth, M&A opportunities and an ongoing progressive dividend is the right strategy for AG Barr given our present plans. #### Segmental #### performance – #### reported revenue Soft drinks +6.4% Cocktail solutions (6.1)% Other +7.6% ![]() 53 Strategic Report Corporate Governance Accounts The Group remains financially strong, with over £63m net cash at bank\*, no material trade debt issues, appropriate inventory levels, a defined benefit pension surplus and a £24.9m increase in the net asset base to £317.6m. Together with strong growth in adjusted operating profit\* these deliver a healthy and improving adjusted Return on Capital Employed\* of 20.1%. The Board retains a medium-term intention to operate an efficient balance sheet, allowing for the option of using a prudent level of debt to capitalise on business growth opportunities when appropriate. We are comfortable that the cashflows and earnings profile of the Group could support a debt capacity up to 2-2.5x EBITDA. Cash Flow Our cash performance remains robust, with cash generated from operations of £57.6m (2023/24: £60.2m) and a profit to cash conversion ratio\* of 82.6% (2023/24: 96.0%), driven by a continued focus on disciplined cash management. Overall working capital impact on cashflow has been an outflow of almost £6.7m. Receivables increased £13.0m as a result of good Q4 trading and the timing of specific customer payments, whilst inventories were lower as a result of higher stocks in the prior year associated with Cumbernauld line downtime relating to the capex programme. We remain committed to internal manufacturing when scale and capabilities permit, and recognise the value of a well-invested asset base. Cash capital expenditure\* of £19.2m (2023/24: £17.8m) was focused on our multi-year asset refresh programme at our Cumbernauld site. This programme has already installed and commissioned two refreshed PET lines and is currently focused on the replacement of our Cumbernauld canning capability with a faster, more efficient can line due to be commissioned in early 2026. Our capital expenditure programme is part of an overall, longer term, supply chain optimisation plan that aims to invest in production capacity, capability and sustainability in support of future growth. The programme is a critical component of our Boost/Rio production insourcing initiative which, in turn, is an important element of our margin rebuild strategy. While the Boost/Rio insourcing will be largely complete by 2027, the capital programme will continue over the foreseeable future, with anticipated capex averaging £25m-£30m p.a. over the medium term. “Our core brand strength, #### our clear strategy and our #### engaged workforce provide #### a strong foundation to deliver #### sustainable long-term #### shareholder value.” ![]() 54 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### FINANCIAL REVIEW CONTINUED Treasury and Commodity Risk Management The treasury and commodity risks faced by the Group are identified and managed by the Group Treasury and Commodity Committee whose activities are carried out in accordance with Board approved policies and subject to continued Audit and Risk Committee oversight. Key financial risks managed by this committee include exposures to foreign exchange rates and the management of the Group’s debt, commodity and liquidity positions. The Group uses financial instruments to hedge against foreign currency exposures. No transactions are entered into for speculative purposes. The Group seeks to mitigate risks in relation to supply continuity of key raw materials and ingredients by developing strong commercial relationships with our key suppliers. The Group actively manages commodity pricing risk and where commercially appropriate will enter into fixed price supply contracts with suppliers to reduce risk. As at 25 January 2025, the Group had £42.5m of funds held on short-term, interest earning deposit with two relationship banks. In addition to the Group’s cash position, the Group had £20.0m of unutilised committed debt facilities, consisting of a revolving credit facility with our principal relationship bank. This expires in February 2026 and, at this point, we have no plans to renew it. Our funding requirements and facilities are continually reviewed to ensure they remain appropriate, providing a balance of security and optionality. Accounting Policies The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards and the Listing Rules of the Financial Conduct Authority. There have been no changes to the accounting policies applied this year. All new or amended standards that are applicable have been adopted with no material impact on the results for the current and prior reporting periods. Pensions The Group continues to operate the A G BARR p.l.c. (2008) Pension and Life Assurance Scheme. This is a defined benefit scheme based on final salary which has been closed to new entrants since 5 April 2002 and closed to future accrual for members in May 2016. Existing and new employees have been invited to join an outsourced defined contribution scheme. The pension scheme remains well funded and in surplus. The scheme’s triennial valuation as at April 2023 identified a £3.2m surplus on a technical provisions basis and indicated that the scheme could be expected to reach self-sufficiency by 2032, with no additional cash contributions required. During the year, Company contributions of £3.3m were made as part of the Company’s long term de-risking strategy. On an IAS 19 valuation basis, which is determined before the benefit of the Central Asset Reserve (CAR) funding arrangement, the surplus of £3.2m as at 28 January 2024 improved to a surplus of £6.8m as at the balance sheet date. The scheme has a long-established financial de-risking strategy that includes pensioner buy-in policies and asset hedging. The Group continues to work proactively with the Pension Trustee to further de-risk the pension liabilities and secure the commitments to employee benefits as part of the Group’s ongoing strategic risk management. This year’s strong financial performance demonstrates the rigorous execution of our growth strategy. In an environment that remains challenging, we believe that our clear strategy, the strength of our brands and our well invested asset base underpin the growth potential of the business. We remain confident in our ability to deliver continued growth in revenue and operating margin as well as a strong return on capital employed in the years ahead. Stuart Lorimer Chief Finance and Operating Officer 25 March 2025 \* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 192 to 195. ![]() 55 Strategic Report Corporate Governance Accounts #### RISK MANAGEMENT Risk management approach The Board is responsible for the Group’s risk management and internal control systems and for reviewing their effectiveness, supported by the Audit and Risk Committee (“ARC”). A risk management framework is in place, which sets out the ongoing processes for the identification, assessment and management of risks, and for their ongoing monitoring and review. The Board has defined its risk appetite in a number of key areas for the business – this sets out the relative level of risk that the Group is prepared to seek or accept in the pursuit of its long-term strategic objectives. The aim is to ensure that the risks taken by the Group fall within its defined risk appetite. During the reporting period we have continued to enhance our culture of risk management throughout the organisation, which will contribute towards the successful execution of the Group’s long-term strategy. Robust risk assessment The risk management framework sets out a systematic approach to risk management, which is designed to identify risks to the business, regardless of source. Once identified, risks are assessed according to the likelihood and impact of the risk occurring and an appropriate risk response is determined in line with the Group’s risk appetite. Risks are re-assessed based on the strength of the mitigating controls implemented. The implementation of risk mitigation plans is subject to ongoing monitoring and review. A risk-scoring matrix is used to ensure that a consistent approach is taken across the business at both a corporate and functional level. This risk assessment and review process is documented in the appropriate risk register. Risks are reviewed on an ongoing basis; the Group’s risk register is formally reviewed by the Risk Committee every two months and by the Board and the ARC twice each year. Effective risk management is essential to enable us to achieve our operational and strategic objectives and deliver long-term value creation. Julie A. Barr Chief Legal and Sustainability Officer ![]() 56 A.G. BARR p.l.c. Annual Report and Accounts 2025 The Board carries out a robust assessment of the Group’s emerging risks at least once each year using a horizon-scanning approach together with internal and external insights. The purpose of these assessments is to identify key emerging risks for further evaluation, monitoring and action planning. The new structure and processes implemented last year to improve the identification and management of emerging risks for the Group continued during the year, linked to the Board’s strategic planning process. Standalone emerging risks and opportunities registers are in place for each of Barr Soft Drinks, FUNKIN and MOMA; emerging risks are captured on the relevant risk register and are subject to annual review by a group comprising senior executives from across the business, including the CEO and Finance Director. Recommendations arising from that review are presented to the Board and the output therefrom informs the Group’s strategy review presented to the Board each year. The Risk Committee reviews the emerging risk registers at least annually. Emerging risks remain on the relevant emerging risk register until they are captured on an appropriate risk register or are no longer deemed to be an emerging risk. The Board has completed a robust assessment of the Group’s emerging risks, including those related to climate change and technology, during the period. Risk control assurance Internal audit work is undertaken by Ernst & Young, an independent organisation which develops an annual internal audit plan having reviewed the Group’s risk register and following discussions with the external auditors, management and members of the ARC. During the year the ARC has reviewed reports covering the internal audit work. This has included assessment of the general control environment, identification of any control weaknesses and quantification of any associated risk, together with a review of the status of mitigating actions. The ARC has also received reports from management in relation to specific risk items, together with reports from the external auditors, who consider controls to the extent necessary to form an opinion as to the truth and fairness of the financial statements. The Group’s internal control and risk management systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable but not absolute assurance against material misstatement or loss. The report of the ARC can be found on pages 81 to 84. Principal risks and uncertainties The Board has carried out a robust, systematic assessment of the principal risks facing the Group during the period, including those which would threaten its business model, future performance, solvency, liquidity or reputation. The table below sets out the Group’s principal risks as determined by the Board, the link to the Group’s strategic objectives, the net risk ratings, the net risk movement from the prior year and examples of corresponding controls and mitigating actions. The Group’s principal risks have continued to evolve during the year against the backdrop of a challenging and uncertain external environment. Management has continued to focus on the implementation of appropriate mitigating actions and controls, in line with the Group’s risk appetite. The principal risks set out in the table below, prioritised on a net risk basis, represent the Group’s current risk profile – these are not intended to be an exhaustive list of all risks facing the Group. #### RISK MANAGEMENT CONTINUED ![]() 57 Strategic Report Corporate Governance Accounts Risk Impact Gross risk movement during the year Controls and mitigating actions Net risk rating Net risk movement during the year Environmental sustainability and climate change considerations could lead to Government intervention on climate change and environmental issues and/or changes in consumer or customer behaviour Government intervention on climate change and environmental issues, e.g. the introduction of a Deposit Return Scheme (“DRS”) in the UK or the introduction of a carbon tax, and/or changes in consumer or customer behaviour in response to these issues could have an adverse impact on consumer consumption patterns, sales and operating profits. Pressure from a range of stakeholders in relation to various environmental sustainability and climate change concerns has continued during the year. We have taken appropriate mitigating actions to ensure no change to the net risk rating. We have clearly defined responsibility commitments with regard to net-zero, packaging, sustainable sourcing, water, waste and energy. We have near and long-term science-based emission reduction targets in place which are aligned to the Science Based Target Initiative’s Net-Zero Standard. Various environmental sustainability related workstreams continue to make good progress under our “No Time To Waste” (“NTTW”) environmental sustainability programme – further details are set out below. We continue to work constructively with the British Soft Drinks Association, Governments, and other key stakeholders in relation to potential interventions, such as the planned introduction of a UK DRS in October 2027. High Loss of product integrity A loss of product integrity in the manufacturing supply chain could lead to a product withdrawal or recall. No change Appropriate risk assessments are carried out on a regular basis and robust quality controls and processes are in place to maintain the high quality of our products. Product recall procedures are tested regularly. All of our manufacturing sites have an AA+ British Retail Consortium (“BRC”) rating. Quality Committees are in place at our Cumbernauld and Milton Keynes sites to enhance employee participation and improve our quality culture. Moderate Principal risks and uncertainties Net risks relating to the Group Movement: No change Increased Decreased New Strategic priorities: Connecting with consumers Building brands Driving efficiency Building trust ![]() 58 A.G. BARR p.l.c. Annual Report and Accounts 2025 Risk Impact Gross risk movement during the year Controls and mitigating actions Net risk rating Net risk movement during the year The Group’s environmental sustainability performance and/or commitments are perceived as poor or inadequate Stakeholder perception that the Group’s environmental sustainability commitments are inadequate or an inability to meet those commitments could impact revenue if consumers choose to purchase and consume alternative brands and/or an erosion of corporate reputation. Expectations from a range of stakeholders (including Governments, customers, consumers, competitors and employees) in relation to corporate environmental sustainability commitments and performance has continued to increase during the year. We have taken appropriate mitigating actions to ensure no change to the net risk rating. As per above, we have clearly defined responsibility commitments and science-based emission reduction targets in place. Five environmental sustainability related workstreams continue to be progressed through our Group- wide NTTW environmental sustainability programme: net-zero, plastic and packaging, sustainable sourcing, water and waste. During the year, the NTTW programme reported to the NTTW Steering Group, which is responsible for setting the Group’s environmental strategy, for achieving the Group’s environmental targets, and for monitoring and managing the associated risks. The NTTW Steering Group is overseen by the ESG Board Committee. We continue to make good progress against our environmental sustainability targets. Further detail is provided in the Responsible Business Report on pages 26 to 49. Moderate Changes in consumer preferences, perception or purchasing behaviour Consumers may decide to purchase and consume alternative brands or spend less on soft drinks. The increased focus of consumers and customers on the health and wellbeing agenda has continued during the year. The use of weight lost drugs has increased during the year. We have taken appropriate mitigating actions to ensure no change to the net risk rating. The Group offers a broad range of branded products across a range of flavours, subcategories and markets which offer choice to the end consumer. 97% of our current Barr Soft Drinks portfolio is exempt from the regulations applicable to High Fat, Sugar and Salt (‘HFSS’) products. Changing consumer attitudes and behaviours are monitored on an ongoing basis and inform our brand plans and new product development. Through investment in innovation across the year we have adapted our portfolio to align with these changing consumer needs. Our M&A Committee also identifies growth opportunities to meet consumers’ evolving preferences. Moderate #### RISK MANAGEMENT CONTINUED Movement: No change Increased Decreased New Strategic priorities: Connecting with consumers Building brands Driving efficiency Building trust ![]() 59 Strategic Report Corporate Governance Accounts Risk Impact Gross risk movement during the year Controls and mitigating actions Net risk rating Net risk movement during the year Failure of critical IT systems or a breach of cyber security A failure of critical IT systems could result in a loss of key systems, business interruption, lost sales or lost production. A cyber security breach (both within our network and at third parties) could lead to operational disruption, loss of data, financial loss and reputational damage. The external cyber risk environment continues to evolve at pace, with new advancements in technology such as artificial intelligence presenting new threats requiring an appropriate mitigating response. The risk of cyber attacks continues to increase on an ongoing basis however our mitigating activities have also proportionately increased to ensure no change to the net risk rating. IT assets within the Group are proactively managed and procedures exist that support effective and efficient recovery. Robust business continuity plans and contingency measures are in place and are regularly tested. Appropriate processes and controls related to IT systems resilience and recovery capability are in place. Appropriate cyber risk monitoring controls are in place and various actions have been taken during the year to mitigate cyber security related risks and facilitate business recovery in the event of an attack. Employee awareness campaigns continued during the year to increase employee cyber risk awareness. Employees are required to complete cyber security awareness training on an annual basis. A Digital Governance Group is in place, overseen by the Risk Committee, the purpose of which is to manage the risks related to the Group’s externally facing digital properties. An information security dashboard is reviewed bi-monthly at every Risk Committee. A review of cyber risk is presented to the Risk Committee twice each year. Moderate Failure of the Group’s operational infrastructure A catastrophic failure of the Group’s major production or distribution facilities could lead to a sustained loss in capacity or capability. No change Assets within the Group are proactively managed and maintained. Risk assessments are carried out on a regular basis and appropriate actions taken. Robust business continuity plans are in place and are tested annually. The business continuity employee training programme continued during the year. Moderate Movement: No change Increased Decreased New Strategic priorities: Connecting with consumers Building brands Driving efficiency Building trust ![]() 60 A.G. BARR p.l.c. Annual Report and Accounts 2025 Risk Impact Gross risk movement during the year Controls and mitigating actions Net risk rating Net risk movement during the year Financial risks The Group’s activities expose it to a variety of financial risks which include market risk (including medium-term movements in exchange rates, interest rate risk and commodity price risk), credit risk and liquidity risk which could adversely impact business performance. Deterioration of internal financial controls could lead to financial loss. No change Financial risks are reviewed and managed by the Treasury and Commodity Committee, which seeks to minimise adverse effects on the Group’s financial performance through hedging known currency exposures throughout the year. The Group’s finance team reviews cash flow forecasts throughout the year, with headroom against banking covenants assessed regularly. The finance team uses external tools to assess credit limits offered to customers, manages trade receivable balances vigilantly and takes prompt action on overdue accounts. Robust operational and system controls and processes are in place to ensure an appropriate control environment is maintained, with oversight from the Board and the ARC. Internal and external audits provide evidence and support for a strong internal control framework. Moderate Loss of continuity of supply of major raw materials The loss of continuity of supply of raw material ingredients and/or packaging materials could impact our ability to manufacture, with an adverse impact on the Group’s sales and operating profits. No change There is a robust supplier selection process in place. Supplier performance is monitored on an ongoing basis and audits are undertaken for major suppliers. Dual sources of supply are sourced wherever possible. An upstream sourcing database is in place. Commodity risks are managed by the procurement team and reviewed by the Treasury and Commodity Committee. Contingency measures are in place and are tested regularly. Moderate #### RISK MANAGEMENT CONTINUED Movement: No change Increased Decreased New Strategic priorities: Connecting with consumers Building brands Driving efficiency Building trust ![]() 61 Strategic Report Corporate Governance Accounts Risk Impact Gross risk movement during the year Controls and mitigating actions Net risk rating Net risk movement during the year Inability to protect the Group’s intellectual property rights Failure to protect the Group’s intellectual property rights could result in a loss of brand value. No change The Group invests considerable effort in proactively protecting its intellectual property rights, for example through trademark and design registrations and vigorous legal enforcement as and when required. Moderate Adverse publicity in relation to the soft drinks industry, the Group or its brands Adverse publicity in relation to the soft drinks industry, the Group or its brands could have an adverse impact on the Group’s reputation, consumer consumption patterns, sales and operating profits. No change Our risk management process is designed to identify and monitor events that may impact the Group as a result of adverse publicity and to ensure that controls are in place to manage these risks. Processes are in place to ensure compliance with health and safety legislation and ethical working standards, and these are regularly reviewed by the Board and Executive Committee. Quality standards are well defined, implemented and monitored. Our environmental commitments are being progressed through our NTTW environmental sustainability programme – further details are set out above. The Group maintains and develops ISO 9001 and 14001 systems and AA+ BRC standards which are subject to annual external audits, with any non-conformances addressed in a timely manner. The Company also holds ISO 45001 certification. We are committed to providing clear calorie and nutritional information on our packs and/or our websites to help consumers choose products that are right for them. We are long-standing users of the UK Government’s voluntary front of pack nutritional labelling scheme. Moderate Movement: No change Increased Decreased New Strategic priorities: Connecting with consumers Building brands Driving efficiency Building trust ![]() 62 A.G. BARR p.l.c. Annual Report and Accounts 2025 Risk Impact Gross risk movement during the year Controls and mitigating actions Net risk rating Net risk movement during the year Failure to maintain customer relationships or take account of changing market dynamics Failure to maintain appropriate customer relationships or a reduction in the customer base could have an adverse impact on the Group’s sales and operating profits. No change The Group offers a broad range of brands that it manufactures and distributes through a variety of trade channels and customers. Performance is monitored closely by the Board and Executive Committee by trade channel and customer as appropriate. This includes monitoring of metrics which review brand equity strength, financial and operational performance. The Group focuses on delivering high quality products and invests heavily in building brand equity. We work closely in partnership with our customers on an ongoing basis. Members of the senior management team meet with key customers throughout the year. Moderate Consumer rejection of enhanced sweeteners in reformulated products Consumers may decide to purchase and consume alternative brands or spend less on soft drinks. No change We completed an extensive innovation and reformulation programme prior to the introduction of the Soft Drinks Industry Levy in April 2018. 97% of our current Barr Soft Drinks portfolio produced by volume contains less than 5g of total sugars per 100ml. 97% of our current Barr Soft Drinks portfolio is exempt from the regulations applicable to HFSS products. We recognise that the risk of consumer rejection of the enhanced sweeteners used in our reformulated products remains. We continue to closely monitor consumer acceptance levels and brand performance across our total portfolio and take appropriate mitigating actions. Moderate #### RISK MANAGEMENT CONTINUED Movement: No change Increased Decreased New Strategic priorities: Connecting with consumers Building brands Driving efficiency Building trust ![]() 63 Strategic Report Corporate Governance Accounts Viability statement In accordance with provision 31 of the UK Corporate Governance Code 2024, the directors have assessed the viability of the Company over a six year period to January 2031, taking account of the Group’s current financial and market position, future prospects and the Group’s principal risks, as detailed in the Strategic Report. The directors have determined that a six year period is an appropriate time frame given the dynamic nature of the FMCG sector and given that this is in line with the Group’s strategic planning period. The starting point for the viability assessment is the strategic and financial organic growth plan (not including any M&A activity) which makes assumptions relating to the economic climate, market growth, input cost inflation and growth from the Group’s performance drivers. The prospects of the Group have been taken into account, including the size of the current market, the strength of the Group’s brands and past production capacity investment. The model was then subject to a series of theoretical “stress test” scenarios based on the materialisation of principal risks, with input from the business functions. The directors have considered the impact of a number of severe but plausible scenarios associated with the principal risks, including those set out in the table below: The directors also measured the combined impact of two simultaneous scenarios: a cyberattack on the Company causing a full business shutdown with no sales for 2 weeks, followed by a separate major reputational hit to the IRN-BRU brand. It was deemed most plausible that these two scenarios could occur at the same time. Finally a reverse “stress test” was performed allowing the Board to assess circumstances that would render its business model unviable. As part of our Task Force on Climate-related Financial Disclosures (TCFD) the Group has assessed potential financial impacts from climate change to the business. The financial plan for the Group includes the best estimate of the impacts of climate change on financial performance, including material cost inflation, an increase in climate related regulatory costs, and a change to consumer behaviour. None of the physical and transition risks which are considered material to our business would present a risk to viability over the planning period. These risks are detailed on pages 41 to 42. Credit facilities The outputs of these scenario tests were reviewed against the Group’s current and projected future net cash/debt and liquidity position. The Group closed the financial year with net cash at bank\* of £63.9m. In addition the Group had £20m of unutilised Scenario Estimated Impact Disruption as a result of cyber-attack, resulting in factories ceasing production. No sales across the entire business for two weeks following the attack. Significant incremental one off costs as a direct result (ransom amount, repair, rebuild, further protection) amounting to £5m. Significant adverse damage to one of the Group’s principal brands (e.g. IRN-BRU). A sizeable reduction (in the region of 25%) in brand revenue, recovering to 15% sales loss in year 2, 10% sales loss in year 3 and then back to plan until the end of the viability period. Significant shifts in consumer preferences and governmental influence following the introduction of a Deposit Return Scheme (DRS). The DRS having a greater negative impact on sales volumes than forecast could lead to a £3m per year reduction in ongoing profits, from the proposed implementation date until the end of the viability period. The impact of a pandemic (e.g. COVID-19), associated restrictions, and a consequent channel shift and reduction in consumer demand. A reduction in revenue (in the region of 10%) for one year, to the extent experienced during the COVID-19 pandemic. committed debt facilities, consisting of one revolving credit facility with one bank. The revolving credit facility has two financial covenants, relating to interest cover and leverage, and a material adverse change clause. The facility is set to expire in February 2026 and at this point we have no plans to renew it. The directors believe the Group could access short-term credit facilities if needed. Result of stress tests Under the most severe but plausible combined scenarios above, and with no cost mitigation, the Group’s liquidity requirements would be satisfied within existing credit facilities. Should the financial loss be worse than this scenario assumes, sizable cost mitigation opportunities, such as a reduction in brand investment, a reduction in capital investment, a reduction in discretionary overhead spend, reduced dividend payments, and business reorganisation, would be available to the Group to further preserve viability. The reverse stress test showed that a volume drop significantly beyond our severe but plausible scenarios, both in depth and duration, would be required in order to render the business model unviable. These circumstances are therefore considered implausible. The results of these tests were reviewed taking into account the Group’s current position, the Group’s experience of managing adverse conditions in the past and mitigating actions available to the Group. Based on this assessment, the directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the six year period to January 2031. The Strategic Report set out on pages 1 to 63 of this annual report has been approved by the Board. By order of the Board Julie A. Barr Chief Legal and Sustainability Officer 25 March 2025 ![]() 64 A.G. BARR p.l.c. Annual Report and Accounts 2025 Non-Executive Chair Chief Executive Officer Chief Finance and Operating Officer Senior Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Mark was appointed as a Non-Executive Director in July 2021 and was appointed Chair in March 2022. Euan joined A G Barr on 1 May 2024 as the Group’s Chief Executive. Stuart joined A G Barr in January 2015 as Finance Director Susan was appointed a Non-Executive Director in January 2018 and became Senior Independent Non-Executive Director in May 2020. Nick was appointed Non-Executive Director in November 2018. Zoe was appointed Non-Executive Director in July 2021. Julie was appointed as a Non-Executive Director in May 2023 having joined AG Barr in 2004. Louise was appointed Non-Executive Director in May 2023. Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Following his early career in the police force Mark completed a law degree and subsequently held a variety of corporate roles. He worked initially with Shell and latterly with Dairy Crest where he was CEO from 2007 to 2019. Mark has held non-executive roles at Howdens, Dairy UK, Warburtons and Norcros plc, where he was Chair from July 2020 until April 2021. Mark has a deep understanding of consumer goods as well as significant public company experience. Euan was most recently Group CEO of Saga plc, having previously been CEO of Superdry plc, The Co-op Group and Group COO of Kingfisher plc. He has a background in global FMCG brands, including Mars and Coca-Cola, plus eight years on the board of Britvic plc as a non-executive director. A graduate of Aston Business School, Euan also holds an Honorary Doctorate in Business Management. Euan has a wealth of consumer goods experience, having led major consumer- facing businesses both in the UK and internationally. Prior to joining A G Barr Stuart spent 22 years with Diageo in a range of roles and countries, most latterly as the Finance Director for Diageo’s Global Supply Operation. A qualified Chartered Accountant, Stuart has significant FMCG experience in both the alcoholic and soft drinks sectors as well as a strong background in governance and performance management. Susan spent the early part of her career in senior finance roles at Geest plc, Whitbread plc and Laurel Pub Company. Subsequently Susan was CEO at Eldridge Pope plc, Natures Way Foods Limited and the IGD and was also Non-Executive Chair of Higgidy Limited. Susan is a Chartered Accountant with considerable operational and commercial experience within the FMCG industry. Nick has held a number of senior executive roles across retail and FMCG businesses during his career. He was formerly Chief Financial Officer of Pepco NV, Superdry plc and Halfords Group plc and was also Chief Executive Officer at Dunelm plc. A qualified Chartered Accountant with extensive finance and retail experience, both in the UK and internationally, Nick also has substantial plc and governance knowledge gained from a variety of executive and non-executive roles. Zoe has had a successful career spanning a range of roles at Procter and Gamble, United Biscuits and The Coca-Cola Company where she spent 16 years, culminating in her role as UK Marketing Director. Zoe has also held a number of non-executive director roles with private companies. An economics graduate, Zoe has extensive FMCG experience, specifically across the food and beverage sector, as well as consumer brand marketing capability and direct to consumer digital understanding. Julie’s early career was spent in corporate law. Heading up A G Barr’s sustainability, risk and legal teams, Julie sits on the Executive Committee and is a Trustee of the Company’s pension scheme. A qualified lawyer with an international M.B.A., Julie has extensive legal, governance and business knowledge. Louise was Group Human Resources Director of Whitbread plc for 14 years and was an Executive Director of Whitbread plc for 9 years during a period of significant growth for the Costa Coffee and Premier Inn businesses. She previously held HR roles at Pizza Hut, BP and Esso Petroleum. Louise is an experienced non-executive director serving on the board of DS Smith for 10 years. Louise has extensive knowledge experience of branded consumer propositions and a deep understanding of talent management and remuneration within large UK and international companies. External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments Non-Executive Chair of Hilton Food Group plc Non-Executive Director of British Soft Drinks Association Non-Executive Director of B&M European Value Retail S.A. (“B&M”) Non-Executive Director of Carr’s Group plc Non-Executive Director of Edward Billington and Son Limited Non-Executive Director of Plant-Ex Ingredients Ltd Non-Executive Director of Oriflame Investment Holding plc Non-Executive Director of Mears Group plc Non-Executive Director of International Schools Partnership Limited Non-Executive Director Paragon Banking Group plc Non-Executive Director of Scottish Ballet Non-Executive Director of Gabriel Precision Oncology Limited Senior Independent Non-Executive Director of Informa plc Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Chair Chair Chair Chair #### BOARD OF DIRECTORS Mark Allen OBE Stuart Lorimer Susan Barratt Nick Wharton Euan Sutherland ![]() 65 Strategic Report Corporate Governance Accounts Non-Executive Chair Chief Executive Officer Chief Finance and Operating Officer Senior Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Term of Office Mark was appointed as a Non-Executive Director in July 2021 and was appointed Chair in March 2022. Euan joined A G Barr on 1 May 2024 as the Group’s Chief Executive. Stuart joined A G Barr in January 2015 as Finance Director Susan was appointed a Non-Executive Director in January 2018 and became Senior Independent Non-Executive Director in May 2020. Nick was appointed Non-Executive Director in November 2018. Zoe was appointed Non-Executive Director in July 2021. Julie was appointed as a Non-Executive Director in May 2023 having joined AG Barr in 2004. Louise was appointed Non-Executive Director in May 2023. Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Skills, competence and experience: Following his early career in the police force Mark completed a law degree and subsequently held a variety of corporate roles. He worked initially with Shell and latterly with Dairy Crest where he was CEO from 2007 to 2019. Mark has held non-executive roles at Howdens, Dairy UK, Warburtons and Norcros plc, where he was Chair from July 2020 until April 2021. Mark has a deep understanding of consumer goods as well as significant public company experience. Euan was most recently Group CEO of Saga plc, having previously been CEO of Superdry plc, The Co-op Group and Group COO of Kingfisher plc. He has a background in global FMCG brands, including Mars and Coca-Cola, plus eight years on the board of Britvic plc as a non-executive director. A graduate of Aston Business School, Euan also holds an Honorary Doctorate in Business Management. Euan has a wealth of consumer goods experience, having led major consumer- facing businesses both in the UK and internationally. Prior to joining A G Barr Stuart spent 22 years with Diageo in a range of roles and countries, most latterly as the Finance Director for Diageo’s Global Supply Operation. A qualified Chartered Accountant, Stuart has significant FMCG experience in both the alcoholic and soft drinks sectors as well as a strong background in governance and performance management. Susan spent the early part of her career in senior finance roles at Geest plc, Whitbread plc and Laurel Pub Company. Subsequently Susan was CEO at Eldridge Pope plc, Natures Way Foods Limited and the IGD and was also Non-Executive Chair of Higgidy Limited. Susan is a Chartered Accountant with considerable operational and commercial experience within the FMCG industry. Nick has held a number of senior executive roles across retail and FMCG businesses during his career. He was formerly Chief Financial Officer of Pepco NV, Superdry plc and Halfords Group plc and was also Chief Executive Officer at Dunelm plc. A qualified Chartered Accountant with extensive finance and retail experience, both in the UK and internationally, Nick also has substantial plc and governance knowledge gained from a variety of executive and non-executive roles. Zoe has had a successful career spanning a range of roles at Procter and Gamble, United Biscuits and The Coca-Cola Company where she spent 16 years, culminating in her role as UK Marketing Director. Zoe has also held a number of non-executive director roles with private companies. An economics graduate, Zoe has extensive FMCG experience, specifically across the food and beverage sector, as well as consumer brand marketing capability and direct to consumer digital understanding. Julie’s early career was spent in corporate law. Heading up A G Barr’s sustainability, risk and legal teams, Julie sits on the Executive Committee and is a Trustee of the Company’s pension scheme. A qualified lawyer with an international M.B.A., Julie has extensive legal, governance and business knowledge. Louise was Group Human Resources Director of Whitbread plc for 14 years and was an Executive Director of Whitbread plc for 9 years during a period of significant growth for the Costa Coffee and Premier Inn businesses. She previously held HR roles at Pizza Hut, BP and Esso Petroleum. Louise is an experienced non-executive director serving on the board of DS Smith for 10 years. Louise has extensive knowledge experience of branded consumer propositions and a deep understanding of talent management and remuneration within large UK and international companies. External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments Non-Executive Chair of Hilton Food Group plc Non-Executive Director of British Soft Drinks Association Non-Executive Director of B&M European Value Retail S.A. (“B&M”) Non-Executive Director of Carr’s Group plc Non-Executive Director of Edward Billington and Son Limited Non-Executive Director of Plant-Ex Ingredients Ltd Non-Executive Director of Oriflame Investment Holding plc Non-Executive Director of Mears Group plc Non-Executive Director of International Schools Partnership Limited Non-Executive Director Paragon Banking Group plc Non-Executive Director of Scottish Ballet Non-Executive Director of Gabriel Precision Oncology Limited Senior Independent Non-Executive Director of Informa plc Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Chair Chair Chair Chair Zoe Howorth Julie Barr Louise Smalley Key Audit & Risk Committee Environment, Social and Governance Committee Nomination Committee Remuneration Committee ![]() 66 A.G. BARR p.l.c. Annual Report and Accounts 2025 66 #### CORPORATE GOVERNANCE REPORT #### CHAIR’S INTRODUCTION Dear shareholder, On behalf of the Board, I am pleased to present the Corporate Governance Report for the year ended 25 January 2025. This report outlines our approach to governance and details how the principles of the 2024 UK Corporate Governance Code have been applied during the year. It also provides insight into the operation of the Board and its committees, our engagement with stakeholders, and an overview of the Company’s system of internal controls. Reflecting on the past year, we are proud of the significant developments in the leadership and composition of our Board, which have set the stage for continued growth and long-term success for the Company. A key milestone during the year was the appointment of Euan Sutherland as our new Chief Executive Officer, effective 1 May 2024. Euan succeeds Roger White, who retired as Chief Executive Officer and stepped down from the Board on 30 April 2024, after leading the Company with distinction during his tenure. With Euan’s extensive experience in leading major consumer-facing businesses, Euan brings a fresh perspective that will guide the Company in navigating an increasingly competitive market, while driving our strategic goals forward. Further strengthening our leadership, Louise Smalley succeeded David Ritchie as Chair of the Remuneration Committee on 31 May 2024. Louise’s deep expertise in human resources and leadership will play a pivotal role in driving the Company’s people strategy and supporting our governance framework to ensure long-term, sustainable success. These leadership transitions, along with the continued strength and diversity of the Board, reflect our ongoing commitment to building a robust governance structure that supports our strategic objectives. We are confident that the Board’s collective experience, combined with the fresh perspectives brought by Euan and Louise, will enable the Company to continue to create value for our shareholders, employees, and other stakeholders, ensuring the Company remains well-positioned for future success. There were no other changes to the Board during this period, ensuring stability and continuity in our leadership. Further details of the Board’s composition are provided on pages 64 to 65. Mark Allen OBE Chair 25 March 2025 #### I am pleased to present our Corporate Governance Report for #### the year ended 25 January 2025. Mark Allen OBE Chair ![]() 67 Strategic Report Corporate Governance Accounts THE BOARD The Company is led by a strong and experienced Board of Directors (the ‘Board’) that brings a breadth of expertise and diverse perspectives to the leadership of the Company. The Board is committed to ensuring that it has an appropriate balance of skills, experience, and deep knowledge of the Group to enable it to fulfil its duties and responsibilities effectively. The Nomination Committee report, detailed below, describes how the Board achieves this objective. The Board currently comprises eight members: two executive directors, the non-executive Chair, four independent non-executive directors, and one non-independent non-executive director. Biographical details of the directors are set out on pages 64 to 65. The roles of Chair and Chief Executive Officer are separate and there is a clear division of responsibilities between those roles. The Chair leads the Board and ensures the effective engagement and contribution of all non- executive and executive directors. The Chair facilitates constructive Board relations and ensures that Board meetings are underpinned by a culture of openness and challenge, with sufficient time made available to discuss key strategic matters and debate any issues arising. The Chair ensures that the Board receives accurate, timely, and clear information. The annual Board performance evaluation referred to below evaluates the Chair’s performance in these areas. The Chief Executive Officer has responsibility for all Group businesses and acts in accordance with the authority delegated from the Board. The non-executive directors support the development of the Group’s strategy and provide constructive challenge to the executive directors. Susan Barratt served as the senior independent director during the year to 25 January 2025 and is available to shareholders should they have concerns, which have not been resolved via the normal channels of Chair, Chief Executive Officer, or Chief Finance and Operating Officer or where communication through such channels would be inappropriate. The Board considers that Susan Barratt, Zoe Howorth, Louise Smalley and Nick Wharton are independent for the purposes of provision 10 of the 2024 UK Corporate Governance Code, issued by the Financial Reporting Council in July 2024 (the ‘Code’), and that the relationships and circumstances set out in that provision which may appear relevant to the determination of independence do not apply. The Board considers that Mark Allen was independent for the purposes of the Code prior to being appointed as Chair of the Board on 31 March 2022. The Board considers that, on appointment, the Chair was independent for the purposes of provision 9 of the Code. With regards to his other significant appointments, Mark Allen was appointed as a non-executive director and Chair designate of Hilton Food Group plc with effect from 1 October 2024, and assumed the role of Chair of Hilton Food Group plc with effect from 1 January 2025. The Company’s Articles of Association provide that the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing Board. The Articles of Association require directors to retire and submit themselves for election at the first annual general meeting following appointment and to retire no later than the third annual general meeting after the annual general meeting at which they were last elected or re-elected. However, in order to comply with the Code, all directors will submit themselves for re-election at the 2025 AGM. Biographical details of the directors are set out on pages 64 to 65. Details of directors’ remuneration and interests in shares of the Company are given in the Directors’ Remuneration Report on pages 81 to 122. Role of the Board The Board is responsible for the long-term success of the Group. It determines the Group’s strategic direction and reviews its operating, financial, and risk performance. A formal schedule of matters is reserved for the Board, which is reviewed annually. This schedule includes the approval of the following: • The Group’s annual business plan; • The Group’s strategy, acquisitions, disposals and capital expenditure projects above certain thresholds; • The Group’s financial statements and results announcements; • The Group’s tax strategy and tax risk management policy; • Material contracts, in accordance with the Group’s Statement of Delegated Authorities; • The Group’s diversity and inclusion policy for the Board and Executive Committee; • The Group’s dividend policy; • The Group’s Speaking Up policy; • The Workforce Engagement terms of reference; • The Group’s ESG strategy; • Transactions involving the issuing or purchase of Company shares; • The Group’s borrowing powers; • Appointments to, dismissals and resignations from, the Board; • Alterations to the Memorandum and Articles of Association; • Legal actions brought by or against the Group above certain thresholds; • The scope of delegations to Board committees, subsidiary boards, and the Executive Committee; and • The Group’s Corporate Governance Frameworks. Responsibility for the development of policy, strategy, and operational management is delegated to the executive directors and the Executive Committee. As at the date of this report, the Executive Committee includes the executive directors and four senior managers. The Board’s governance supports the delivery of its strategy to generate long-term sustainable value through: • Leadership: The Board is collectively responsible for the long-term sustainable success of the Company. The composition of the Board, together with an explanation of each member’s skills, experience, and contributions, is set out on pages 64 to 65. Further information on the Board’s leadership, its division of responsibilities, and the role of the non-executive directors in providing constructive challenge and supporting the development of strategy is set out above. The Board approves the Group’s strategy and annual budget, monitors performance, and makes decisions related to matters reserved for the Board to support the delivery of the Group’s strategy. • Effectiveness: The Board’s governance framework ensures its effectiveness in overseeing the Company’s performance. Please see below for details on induction, training, and development for directors, as well as the Board’s annual performance evaluations. The Board regularly assesses its composition to ensure it possesses the appropriate balance of skills, experience, and independence to deliver on its strategy. In addition, it maintains a culture of continuous improvement and regularly reviews its governance practices to ensure they remain fit for purpose. • Accountability: The Audit and Risk Committee Report (pages 81 to 84) and the report on Risk Management (pages 55 to 63) describe how the Board ensures a fair, balanced, and understandable assessment of the Company’s ![]() 68 A.G. BARR p.l.c. Annual Report and Accounts 2025 SECTION 172(1) STATEMENT Stakeholder Engagement Effective engagement with our key stakeholders is fundamental to the long-term success of the Company. By understanding and considering the diverse perspectives of our stakeholders, we ensure that their views are integrated into Board and Committee discussions and inform decision-making. This approach helps us to achieve sustainable growth and align our operations with the needs of both the business and its broader community. The Board remains committed to enhancing its engagement with key stakeholders. Our key stakeholders, whose interests are central to our business model, strategy, and overall success, are listed in the table below. For each stakeholder group, we outline the nature of our engagement over the past year, how this engagement influenced and impacted the Company’s strategy and the principal decisions taken during the year. Further information on how we engage with our key stakeholders is set out in the Strategic Report (pages 1 to 63) and the Directors’ Report (pages 123 to 128), where we expand on how we incorporate stakeholder feedback into our decision-making and governance processes. Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions Shareholders We have regular discussions with, and briefings for, investors. The Company endeavours to ensure senior management is available to interact with existing and potential shareholders and analysts on as flexible a basis as possible. The Chief Executive Officer and Chief Finance and Operating Officer offer meetings to institutional shareholders twice annually as a minimum in order to communicate business updates and to develop an understanding of their views on performance against strategy, Environmental, Social and Governance (‘ESG’) related matters, and other matters of interest. All directors have the opportunity to attend these meetings. Board committee chairs seek engagement with shareholders on significant matters related to their areas of responsibility. The Chair ensures at each Board meeting that the Board as a whole has a clear understanding of the views of shareholders. An investor relations update is provided at each Board meeting. The Chief Executive Officer and Chief Finance and Operating Officer brief the Board on discussions with investors, institutional shareholders and analysts following meetings and investor roadshows. Independent feedback following key meetings is coordinated and provided to the Board by the Company’s brokers and financial PR agencies on a regular basis. The Company has taken the decision to host a capital markets day in 2025, and to invite major investors to the Company’s manufacturing sites to facilitate deeper engagement. Board members listen and respond to the views of investors and institutional shareholders and feedback to the business as necessary. We engaged with key shareholders during the year in relation to various ESG related matters, including on diversity, equity and inclusion (DE&I) in the Board’s composition. This included the Chair of the Board writing to all major shareholders setting out the Company’s ambitions in relation to enhancing diversity on the Board. Feedback from our major shareholders and investors based on their key DE&I observations influenced the ongoing agenda of both the Nomination and ESG Committee and reaffirmed the Board’s commitment to having a diverse Board composition, and giving strong consideration to ethnicity in any forthcoming recruitment processes. The discussions had and decisions taken by the Board were with the aim of promoting the long-term success of the Company and its shareholders. #### CORPORATE #### GOVERNANCE REPORT #### CHAIR’S INTRODUCTION #### CONTINUED performance and prospects, and how it assesses, mitigates and monitors the principal risks facing the Company. The Audit and Risk Committee Report outlines how the Company maintains an appropriate relationship with its external auditor, consistent with the Code and statutory requirements. The Board takes responsibility for overseeing compliance with all relevant legal and regulatory requirements and ensures that the Company has effective internal controls and systems in place to prevent fraud and mismanagement. • Remuneration: The Directors’ Remuneration Policy (pages 109 to 122) and the detailed Directors’ Remuneration Report (pages 85 to 108) describe how the Remuneration Committee ensures that the executive directors’ remuneration is designed to promote the long-term success of the Company. Remuneration is aligned with prevailing market conditions and corporate performance, ensuring both competitiveness and alignment with shareholders’ interests. The policy is regularly reviewed to ensure it remains effective and appropriate. • Shareholder Relations and Engagement: The section 172(1) statement set out below describes how the Company engages with shareholders, ensuring transparency and fostering long-term relationships with key stakeholders. The Board encourages open dialogue with its shareholders, providing them with regular updates on financial performance and governance, and actively considers their views in its strategic decision-making. ![]() 69 Strategic Report Corporate Governance Accounts Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions Shareholders continued Shareholders were invited to attend the 2024 AGM in person. All shareholders, including private investors, had the opportunity to submit questions in advance of the AGM and to participate in questions and answers with the Board at the AGM on matters relating to the Company’s operation and performance. The Board assesses the effectiveness of engagement with the investment community through measurement of the number of analysts following the Company and the number of meetings held with investors and analysts. We also engaged with key shareholders in relation to shaping the Company’s ESG strategy, including the development of new ESG scorecards and metrics to track the Company’s progress toward its sustainability goals, ensuring alignment with investor priorities. We engaged with key shareholders during the year in relation to the Company’s new long term strategy, including the Company’s capital allocation strategy. Feedback from shareholders directly influenced the Board’s review of the Company’s capital allocation strategy and capital expenditure during the year. In line with the strategy, the Board approved significant investments, including further phases of the multi-year asset line replacement and expansion programme at our Cumbernauld factory and approved the initial phases of a multi-year asset replacement and expansion programme at our Milton Keynes factory. We engaged with key shareholders during the year in relation to the Chief Finance and Operating Officer’s remuneration. This included the Chair of the Remuneration Committee writing to all major shareholders setting out the proposals and rationale for adjusting his remuneration, including an exceptional base salary increase in recognition of his expanded role and the alignment of his pension contributions with those available to the wider workforce effective from 1 April 2025. This addressed a legacy contractual issue and ensures that the pension contributions for all executive directors will be aligned to those available to the wider workforce. Having reflected on the feedback received from shareholders, the Remuneration Committee is satisfied that it acted in the best interests of the Company and all of its stakeholders. The Company will continue to engage with its shareholders on executive directors’ remuneration going forward. ![]() 70 A.G. BARR p.l.c. Annual Report and Accounts 2025 Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions Customers We have regular engagement with our customers through virtual or face-to-face meetings, conferences and events. Regular reviews of joint business plans take place to ensure that we are aligned on our shared goals. During the year we engaged with customers in relation to key product launches. We also continued to engage with customers on their views and attitudes towards plastic packaging and the planned UK DRS. During the year we engaged with customers in relation to the closure of the Barr Direct business and the transition to a wholesale model. During the year, we engaged with our customers in relation to a planned price increase, with the aim of mitigating the impact of significant inflationary cost pressures on the business. Members of the Board conducted an English market tour. Together with members of the Commercial team, they visited a range of the Group’s customers, including supermarkets, cash and carry stores and independent stores. The Board receives a commercial update at every Board meeting. A formal review of customers and channels is presented to and discussed by the Board annually. Information on customer service levels, including performance against customer service level KPIs, is included in the Board papers for every meeting. Customer Case Fill (CCF) and customer satisfaction remain a key focus of the Company, and the Company has worked hard during the year to maintain good customer service levels. The Board also received updates regarding customers’ data on their respective suppliers’ performance, which indicated good customer service performance from the Company. Throughout the year, the Chief Executive Officer and Chief Finance and Operating Officer provided the Board with updates after holding in-person meetings with the executive teams of major supermarket customers and senior management from other key accounts. Additionally, the Board enhances its understanding by conducting annual customer store visits, which offer valuable insights into customer operations and inform its decision-making on the Group’s customer strategies. Engagement with key customers during the year influenced the Board’s discussions and decisions regarding the Group’s annual budget process and long-term strategic planning processes, and directly influenced the Board in its consideration of the Group’s strategies for discounters and value retail, multipack card, and recycled PET (rPET), and its approval of the key decision to close the Barr Direct business, in furtherance of the Company’s wholesale strategy. Customer feedback also influenced the Board’s key decision to continue to support the Group’s environmental sustainability strategy, which is being delivered through the ‘No Time To Waste’ programme, including the delivery of a number of initiatives under the plastics and packaging workstream. During the year, the Board also reviewed customer feedback on product performance, packaging sustainability, and approved decisions related to the Company’s packaging strategies. #### CORPORATE #### GOVERNANCE REPORT #### CONTINUED ![]() 71 Strategic Report Corporate Governance Accounts Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions Consumers We are committed to engaging with our consumers through a variety of channels regarding any questions, concerns or feedback, which they may have. Our consumer care team aims to respond efficiently and effectively to all matters raised by consumers, whether by email, telephone, social media or post. Consumer research is conducted prior to the launch of key products and in relation to key marketing campaigns, as appropriate. The Board gains insight into consumer needs, behaviours and motivations through regular detailed brand reviews at Board meetings throughout the year. The Board also reviews market and consumer insight data at every Board meeting. The Board receives presentations from senior members of management on consumer trends, brands and key marketing initiatives. The Board receives a marketing update at every Board meeting. A formal review of brands and innovation is presented to and discussed by the Board annually. During the year, the Board received presentations on the performance of key brands, innovation and marketing campaigns, including in relation to the collection and reporting of consumer data. These presentations were supplemented by innovation presentations delivered for the Board during strategy days hosted by the Company in September 2024. The sharing of the Company’s comprehensive innovation pipeline enabled the Board to assess upcoming product developments and their alignment with emerging consumer needs. The Board discussed and was supportive of the brand and innovation strategy and key brand plans for the following year. A structured research programme of consumer usage and attitudes is carried out on a regular basis, which informs the Board’s risk review process and its discussions regarding its appetite for risks and opportunities in this area. This research helped the Board assess opportunities and risks related to consumer expectations, which influenced decisions on innovation and brand strategy. Consumer feedback around packaging and sustainability was central to the Board’s decision to continue to support the Group’s environmental sustainability strategy, which is being delivered through the ‘No Time To Waste’ programme of activity, which includes initiatives focused on increasing recyclability and reducing environmental impact, and a number of initiatives under the plastics and packaging workstreams. Consideration of consumers’ attitudes, behaviours and feedback towards environmental sustainability, particularly regarding packaging and the use of rPET, also influenced the Board’s key decision to approve further phases of the multi-year asset replacement and expansion programme at our Cumbernauld factory and the initial phases of the multi-year asset replacement and expansion programme at our Milton Keynes factory, including considerations related to implementing renewable energy and energy-efficient technologies. ![]() 72 A.G. BARR p.l.c. Annual Report and Accounts 2025 Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions Suppliers We ensure that we source raw materials in a responsible manner and require our suppliers to commit to our Supplier Code of Conduct and to comply with the provisions of our Modern Slavery Statement and Anti-bribery and Corruption policy. We seek to mitigate risks in relation to the continuity of supply of key raw materials and ingredients by developing strong commercial relationships with our key suppliers. We have regular engagement with our suppliers through virtual and face-to-face meetings, conferences and events. During the year we engaged with key suppliers on matters related to climate change, including innovation in sustainable packaging. The Company complies with the Prompt Payment Code guidelines, paying in excess of 91.8% of its supplier invoices on time. Monthly cross-functional supplier performance scoring is conducted; the results are shared with suppliers and discussed at review meetings. Regular review meetings are held with key suppliers to review various KPIs, including performance, risk management and ESG objectives. An annual cross-functional supplier review meeting is held, which informs our sourcing strategy for the following year. Quarterly credit checks are carried out on suppliers to assess their financial health. Updates on supply chain activities, including key suppliers, are provided to every Board meeting and are considered and discussed by the Board. These include consideration of supply chain performance, stock availability and commodity purchasing. A review of supply chain strategy, including procurement, is presented to and discussed by the Board annually. The Board approves all key supplier contracts above certain thresholds in accordance with the Group’s Statement of Delegated Authorities. During the year, we continued to work closely with our suppliers in relation to our commitment to become net-zero across our own operations by 2035 and across our full supply chain by 2050, if not sooner. During the year, the Board reviewed and approved the Group’s Modern Slavery Statement, cognisant of the need to ensure that adequate processes are in place to prevent modern slavery in the Group’s supply chain and to maintain its reputation for high standards of business conduct. Engagement with key suppliers during the year informed the Board’s discussions and decisions regarding the annual budgeting and long-term strategic planning processes for the Group. The Board approved several important supplier contracts during the year, ensuring these agreements met the operational and strategic needs of the Company while adhering to its standards and values, including those related to capital projects, packaging, warehousing and raw materials. The Company also continued to enhance its partnerships with third-party co-manufacturers, discussing ways to expand co-packing capabilities in order to meet growing customer demand. Employees The Group is committed to engaging employees at all levels regarding matters which affect them and the performance of the Group. This is achieved in a number of ways, including the use of regular briefing procedures, which twice yearly include a report on trading results. Regular communication meetings, including “town halls”, are held to keep employees up to date with Group performance. Leadership team “hangouts” take place on a monthly basis to keep this group updated and to provide the opportunity for them to ask questions on business related matters. Consultation meetings also take place when the Company is making decisions that are likely to affect employees’ interests, at which employee representatives’ views are taken into account. The continued appointment of a designated non-executive director as a mechanism for workforce engagement strengthens the link between employees and the Board, helps to build an open and transparent culture and to ensure that all employees have a voice in the Company’s future success. It also helps the Board to make better informed decisions based on the broad perspectives of the workforce. #### CORPORATE #### GOVERNANCE REPORT #### CONTINUED ![]() 73 Strategic Report Corporate Governance Accounts Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions Employees continued The Group’s intranet site provides up to date information regarding the Group’s activities. In addition, an employee engagement survey “Everyone Barr None” is carried out on an annual basis, which seeks feedback from all employees on a range of areas; action plans are created in response to the results of each survey. Employees’ opinions are also sought on various specific topics throughout the year by means of frequent pulse surveys. In addition to the Company’s existing employee engagement mechanisms, and as required by the Code, during the year the ESG Committee reviewed and approved the Board’s current mechanism for workforce engagement, being a designated non-executive director, as an appropriate mechanism for workforce engagement. Zoe Howorth was the designated workforce engagement director during the year. A structured plan for workforce engagement is developed for each year. During the year, this included face-to-face engagement sessions held by Zoe Howorth and Louise Smalley, supported by the Chair and certain other non-executive directors, for employees of different roles and levels across different Company sites, the aim of which was to encourage participation across the workforce in order to understand their views on matters which affect them. The Company has a Speaking Up policy in place, which complies with the Code, together with associated procedures, including employee awareness and training, to ensure that employees are encouraged to raise any matters of concern in a timely manner. The Speaking Up policy is communicated to all employees through a variety of channels. A designated email address is available to employees to enable them to raise any matters of concern. A communications campaign continued during the year to help raise employee awareness of the Speaking Up policy and to encourage employees to come forward if they want to raise any matters of concern. During the year, the Board evaluated the Company’s approach to workforce engagement in light of industry best practice and agreed to have an additional independent non-executive member of the Board participate in the workforce engagement programme. The Board is also briefed and considers the output of the routine employee feedback pulse surveys, on and, from this year, the CEO-employee engagement forums, which were introduced across all UK sites and hosted by the Chief Executive Officer himself following his appointment in May 2024. Updates on progress regarding workforce engagement are provided at Board meetings throughout the year. It was reported that, overall, the good level of workforce engagement had continued during the year and feedback from the employee engagement sessions was generally positive, with a high level of employee engagement and commitment to the business. Discussion areas during these sessions included employees’ health and safety and mental wellbeing, flexible and hybrid working arrangements, employee communications, employee pay and benefits, IT systems and data, how executive remuneration aligns with wider Company pay policy, Company purpose and values, and career opportunities and leadership development. The results of the “Everyone Barr None” employee engagement survey carried out during the year were presented to and discussed by the Board. The results of the survey were generally positive, with a high employee response rate and overall employee engagement score and improvements in both scores year-on-year. The continued strong results in the area of health and safety and the year-on-year improvement in the score related to employees having a clear understanding of the overall goal and priorities of the organisation were particularly pleasing. The Board were supportive of local action planning activities, which would take place in response to the results of the survey. Members of the Board completed site tours during the year, including tours of both factories in Cumbernauld and Milton Keynes. The Board, accompanied by members of the commercial teams, completed customer site visits, and the commercial teams also attended Board Strategy Days in September 2024, both of which gave the Board excellent exposure to senior and mid management across the Group. Additionally, this year Board meetings took place at each of the Company’s UK sites, giving the Board further exposure to employees across the Group. ![]() 74 A.G. BARR p.l.c. Annual Report and Accounts 2025 Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions Employees continued The Board assesses the effectiveness of engagement with employees through a number of metrics, including the results of the “Everyone Barr None” employee engagement survey, pulse surveys, turnover and absenteeism data, exit interview data and employee ‘speaking up’ data. The Board regularly reviews various employee metrics throughout the year, including turnover and absenteeism data. Employee feedback influences the Company’s approach to diversity, equity, and inclusion (DE&I). Employee feedback also influenced the Board’s decision to approve the launch of a new Save As You Earn (‘SAYE’) scheme, over a three or newly introduced five-year period, which further supports long-term employee ownership and engagement. During the year, the Board considered and showed its continued support of the Group’s People Strategy “Being Your Best Barr None”. The strategy continues to be developed following ongoing engagement with and input from employees across the Group. During the year, the Board reviewed employee ‘speaking up’ data and reviewed and approved the Company’s Speaking Up policy and associated procedures, and approved the Company’s 2024 Gender Pay Report. The Board authorised the transfer of workforce engagement from the scope of the Nomination Committee to the scope of the ESG Committee, therefore highlighting the Board’s commitment to expanding the scope of the ESG Committee and the continued prominence of workforce engagement. The Board approved the workforce engagement terms of reference following recommendation from the ESG Committee. Throughout the year, the Nomination Committee regularly discussed and considered succession planning for senior management. The Remuneration Committee reviewed and discussed wider workforce remuneration as part of its review and approval of executive director remuneration. Government We engage with governments and political bodies in an open and constructive manner on issues which affect our business, both directly and through relevant trade associations such as the British Soft Drinks Association (‘BSDA’). During the year much of our government engagement continued to be related to the introduction of a UK-wide DRS. We took steps to communicate our position on key implementation matters to ensure our views were understood and where possible taken into account in decision-making. Updates on engagement with UK and devolved governments and political bodies were provided to the Board by the Chief Executive Officer throughout the year and influenced Board discussions. This engagement also shaped internal activity in relation to these areas during the year. Our insights and understanding from engagement with UK and devolved governments and political bodies during the year informed the Board’s discussions and decisions regarding the annual budgeting and long-term strategic planning processes for the Group. Reviews of the regulatory framework under which the Group operates are presented to the Board on a regular basis and inform the Board’s discussions and were factored into decision-making regarding capital expenditure, annual budgeting and areas of business development, including those related to Government changes to national insurance contributions, extended producer responsibility (‘EPR’) regulations and deposit return schemes for the UK and Republic of Ireland, all of which have been factored into the Company’s strategic planning, which the Board has considered. #### CORPORATE #### GOVERNANCE REPORT #### CONTINUED ![]() 75 Strategic Report Corporate Governance Accounts Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions Government continued During the year, the Board discussed and supported the Company’s internal forward planning in anticipation of the introduction of a UK DRS in October 2027, building on the previous work carried out in preparation for the deferred Scottish DRS. The Board also discussed the implications of government policies on capital expenditure, business development, and environmental sustainability, including those related to the Company’s net-zero plans. Engagement with DEFRA, and other relevant authorities regarding resourcing, demand planning, and regulatory frameworks was central to Board decision-making in these areas. 76 A.G. BARR p.l.c. Annual Report and Accounts 2025 Corporate culture and reputation The Board and the Executive Committee play a critical role in creating and embedding the right corporate culture for the business. The Board aims to maintain the Company’s reputation for the highest standards of business conduct and to create a culture that is responsible, diverse and inclusive. The Company’s workforce is critical to its future success. The Company’s focus on employee engagement will continue in order to create a culture that enables and supports a highly motivated and diverse workforce, to ensure that its workforce do the right thing for its stakeholders and deliver long-term sustainable success for the business. The Board regularly assesses and monitors the Company’s culture and, where appropriate, seeks assurance from management that it has taken appropriate action to ensure that policy, practices and behaviour throughout the business are aligned with the Company’s purpose, values and strategy. The Board achieves this primarily through reviewing employee feedback derived from the annual workforce engagement survey “Everyone Barr None” and frequent pulse surveys, and ensuring that appropriate actions are taken to address any areas of concern or to make improvements. The results of the workforce engagement survey undertaken during the year showed a high employee response rate and overall employee engagement score. The Board were supportive of the local action planning activities that took place in response to the results of the survey. The Board also receives regular updates on workforce engagement from the Board’s designated non-executive director, which helps the Board to assess and monitor the Company’s culture. The Board regularly reviews certain health and safety KPIs, including the number of lost time accidents during the year and performance against the Group’s lost time accident incident rate target. During the year, the Board reviewed the overall health and safety performance of the Group, which showed year-on-year improvements in health and safety performance across the business. The Board also noted the positive results from the workforce engagement survey “Everyone Barr None” during the year in relation to the health and safety culture. The Board regularly reviews employee turnover and absence data, and were supportive of action plans put in place to engage employees and reduce turnover. The Board also assesses and monitors the Company’s culture through its annual review of the Group’s Speaking Up policy, procedures and any concerns raised; during the year the Board were satisfied that the procedures in place were working effectively and reapproved the Group’s Speaking Up policy. Further information on the Company’s culture and workforce engagement is included in the table above and in the Directors’ Report on pages 123 to 128 and in the Strategic Report on pages 1 to 63. Community and environment Information regarding the impact of the Company’s operations on the community and the environment is included in the Responsibility Report on pages 26 to 49. Acting fairly as between members of the Company The Board recognises its legal and regulatory duties to act fairly as between members of the Company and has put appropriate structures and processes in place to ensure it complies with all relevant legal requirements, for example in relation to the disclosure of inside information to shareholders. Conflicts of interest The Company’s Articles of Association allow the Board to authorise potential conflicts of interest that may arise from time to time, subject to certain conditions. The Company has established appropriate conflicts authorisation procedures, whereby actual or potential conflicts are regularly reviewed and authorisations sought as appropriate. During the year, no such conflicts arose and no such authorisations were sought. Professional advice All directors have access to the advice of the Company Secretary, who is responsible for advising the Board on all governance matters. The non-executive directors have access to senior management of the business. Induction, training and development On appointment to the Board, directors are provided with a full, formal and tailored programme of induction, to familiarise them with the Group’s businesses, the risks and strategic challenges the Group faces, and the economic, competitive, legal and regulatory environment in which the Group operates. The induction includes, amongst other activities, meetings with Board members, the Company Secretary, senior management and other employees, site visits, market visits and the provision of information relating to the Group, including briefings on key business activities. The Company Secretary provides information to new directors regarding Board policies and procedures, and corporate governance matters. This year the Board undertook a comprehensive skills matrix assessment to evaluate its collective skillset and competencies with a view to identifying any gaps or areas for further development. This evaluation was led by the Chair and carried out through a detailed, written survey questionnaire completed by all Board members and the Company Secretary. The questionnaire was agreed upon in advance with the Company Secretary and the Chair. The results of the evaluation were shared with the Board and were highly positive, with only a small number of improvement opportunities identified. The outcome of this process contributes to the Board’s ongoing programme of strategic and other reviews, ensuring that directors continually refresh their skills, knowledge, and familiarity with the Group’s businesses, and their awareness of sectoral, risk, regulatory, legal, financial and other developments. This enables the directors to effectively fulfil their roles on the Board and its committees. Board performance evaluation Every year the performance and effectiveness of the Board, its committees and individual directors are evaluated. In line with the Code, this year the evaluation was internally facilitated, having last been externally facilitated during the year to January 2023. The evaluation was led by the Chair and conducted by the completion of #### CORPORATE #### GOVERNANCE REPORT #### CONTINUED ![]() 77 Strategic Report Corporate Governance Accounts detailed and comprehensive written survey questionnaires by all Board members and the Company Secretary. The questionnaires were agreed with the Company Secretary and the Chair. The Board questionnaire covered such themes as strategy, leadership and accountability, Board composition, diversity, culture and risk management, and how effectively Board members work together in order to achieve objectives, with similar coverage for each of the committees. A full, written report based on the responses to the survey was prepared and discussed with the Chair. The full report was shared with and discussed by the Board and each of the committees. Overall, the reviews found that the Board and its committees were functioning in an effective manner and performing satisfactorily, with no major issues identified. Actions will be taken to address certain areas arising from the evaluations, including further enhancing Group investor relations and addressing the current lack of ethnic diversity in the Board’s composition. The non-executive directors, led by the senior independent director, carried out a performance evaluation of the Chair without the Chair present, taking into account the views of the executive directors. It was concluded that Mark Allen’s performance continues to be strong and that he demonstrates effective leadership. The Chair is pleased to confirm that, following performance evaluation of the directors, all of the directors’ performances continue to be effective and all of the directors continue to demonstrate commitment to the role of director, including commitment of time for Board meetings and committee meetings and any other relevant duties. Meetings and attendance Board meetings are scheduled to be held six times each year. Between these meetings, as required, additional Board meetings (and/or committee meetings) may be held to progress the Company’s business. Each Board meeting includes time dedicated for discussion on key strategic matters. Board Maximum 7 Audit & Risk Committee Maximum 4 Remuneration Committee Maximum 5 Nomination Committee Maximum 3 ESG Committee Maximum 3 Executive Euan Sutherland\* 6 3 3 2 3 Stuart Lorimer\*\* 7 4 1 - 1 Roger White\*\*\* 1 – 1 – – Jonathan Kemp\*\*\*\* 2 – – – – Non-Executive Mark Allen+ 7 3 4 3 3 Julie Barr++ 7 4 5 3 3 Susan Barratt 7 4 5 3 3 Zoe Howorth+++ 7 3 5 2 3 Louise Smalley 7 4 5 3 3 Nick Wharton++++ 7 4 2 3 3 David Ritchie+++++ 2 1 2 1 – \* Euan Sutherland joined the Board on 1 May 2024 and attended meetings of the Audit and Risk Committee, Remuneration Committee and Nomination Committee by invitation. He was not eligible to attend any meetings held prior to his appointment. Euan attended all meetings of the Board and sub-committees of which he was a member at the time of the meetings, as well as any meetings to which he was invited. \*\* Stuart Lorimer attended meetings of the Audit and Risk Committee, Remuneration Committee and ESG Committee by invitation only. Stuart attended all meetings of the Board as well as any meetings to which he was invited. \*\*\* Roger White resigned from the Board on 30 April 2024. Roger attended all meetings of the Board and sub-committees of which he was a member, as well as any meetings to which he was invited prior to his resignation. Roger was not eligible to attend any meetings held following his resignation. \*\*\*\* Jonathan Kemp resigned from the Board on 31 May 2024. Jonathan Kemp attended all meetings of the Board prior to his resignation. Jonathan was not eligible to attend any meetings held following his resignation. + Mark Allen attended meetings of the Remuneration Committee by invitation only prior to his appointment as a member of the Remuneration Committee on 31 May 2024. Mark attended meetings of the Audit and Risk Committee and ESG Committee by invitation after 31 May 2024. Mark attended all meetings of the Board and sub-committees of which he was a member at the time of the meetings, as well as any meetings to which he was invited. ++ Julie Barr attended meetings of the Audit and Risk Committee and Remuneration Committee by invitation. Julie attended all meetings of the Board and sub-committees of which she was a member at the time of the meetings, as well as any meetings to which she was invited. +++ Zoe Howorth joined the Audit and Risk Committee and Nomination Committee on 31 May 2024. Zoe attended all meetings of the Board and sub-committees of which she was a member at the time of the meetings, as well as any meetings to which she was invited. ++++ Nick Wharton joined the Remuneration Committee on 31 May 2024. Nick attended all meetings of the Board and sub-committees of which he was a member at the time of the meetings, as well as any meetings to which he was invited. +++++ David Ritchie resigned from the Board on 31 May 2024. David attended all meetings of the Board and sub-committees of which he was a member, as well as any meetings to which he was invited prior to his resignation. David was not eligible to attend any meetings held following his resignation. 78 A.G. BARR p.l.c. Annual Report and Accounts 2025 In advance of all Board meetings the directors are supplied with detailed and comprehensive papers covering the Group’s operating functions. Members of the Executive Committee and senior management across the Group attend and make presentations as appropriate at meetings of the Board and its committees. The Company Secretary is responsible to the Board for the timeliness and quality of information provided to it. The Chair holds meetings with the non-executive directors during the year without the executive directors being present. The attendance of directors at Board and committee meetings in the year to 25 January 2025 is set out in the above table. On 31 May 2024, the Board approved a decision for all independent non-executive directors to be appointed to each of the Audit and Risk Committee, Remuneration Committee, and Nomination Committee, and for our non- independent non-executive director to be appointed to the Nomination Committee. During the year, in addition to scheduled meetings, the Board convened an additional two Remuneration Committee meetings, which focused on executive director remuneration, including matters related to the Chief Executive Officer’s appointment from 1 May 2024 and the ongoing review of the remuneration of the Chief Finance and Operating Officer. Committees of the Board The terms of reference of the principal committees of the Board – the Audit and Risk Committee, Remuneration Committee, Nomination Committee and ESG Committee – have been approved by the Board and are available on the Company’s website, www.agbarr.co.uk. Those terms of reference have been reviewed in the current year and are reviewed at least annually. The work carried out by the Nomination Committee in discharging its responsibilities is summarised below. The work carried out by the Audit and Risk Committee is described within the Audit and Risk Committee’s Report on pages 81 to 84. The work carried out by the Remuneration Committee is described within the Directors’ Remuneration Report on pages 105 to 106. The work carried out by the ESG Committee is described within the Responsible Business Report on page 40. The Board has a Market Disclosure Committee, which comprises Susan Barratt, Euan Sutherland, Stuart Lorimer and the Company Secretary. The Market Disclosure Committee meets only when required and is responsible for overseeing the disclosure of information by the Company to meet its obligations under the Market Abuse Regulation and the Financial Conduct Authority’s Listing Rules and Disclosure Guidance and Transparency Rules. There were no meetings of the Market Disclosure Committee held during the year. The Board has an Equity Investment Committee, which comprises Mark Allen, Euan Sutherland, Stuart Lorimer and the Company Secretary. The Equity Investment Committee meets only when required and is responsible for overseeing the Company’s equity investments in investee companies. There were no meetings of the Equity Investment Committee held during the year. Nomination Committee The Nomination Committee comprises Mark Allen, Susan Barratt, Louise Smalley, Nick Wharton and Julie Barr. The Nomination Committee is chaired by Mark Allen. The Nomination Committee leads the process for making appointments to the Board and ensures that there is a formal, rigorous and transparent procedure for the appointment of new directors to the Board. The remit of the Nomination Committee also includes reviewing the composition of the Board through a full evaluation of the skills, knowledge and experience of directors and ensuring plans are in place for orderly succession for appointments to the Board. When identifying potential new directors for appointment to the Board, the Nomination Committee retains the services of an external search consultant, Sam Allen Associates. Sam Allen Associates has no other connection with the Company, apart from providing these services. The Nomination Committee makes recommendations to the Board on its membership and the membership of its principal committees. The Nomination Committee is required, in accordance with its terms of reference, to meet at least three times per year. The Nomination Committee met three times during the year and, amongst other matters, considered the structure, size and composition of the Board and its committees, cognisant of the need to ensure that they have the right combination of skills, experience and knowledge, and bearing in mind the length of service of the Board as a whole and the need to regularly refresh its membership. The Nomination Committee considered a corporate succession plan for the Board and senior management, based on merit and objective criteria and cognisant of the need to build a diverse and inclusive culture. The Board believes that building a diverse and inclusive culture is integral to the success of the Company. Diversity includes aspects such as diversity of skills, perspectives, industry experience, educational and professional background, gender, ethnicity and age. The Company’s Board and Executive Committee Diversity policy (‘Diversity Policy’) provides that these aspects will be considered in determining the optimum composition of the Board and Executive Committee, with the aim of achieving an appropriate balance. All appointments to the Board and Executive Committee are made on merit, against objective criteria, and with due regard for the benefits of diversity and inclusion. The Nomination Committee is responsible for overseeing the implementation of the Diversity Policy. The Nomination Committee reviews the Diversity Policy at least annually to ensure its effectiveness, with any amendments recommended to the Board for approval. The Company remains committed to the principle of diversity and seeks to uphold high standards of inclusion across its governance structures. The Company aims to achieve a minimum of 40% female representation on the Board and Executive Committee, with female #### CORPORATE #### GOVERNANCE REPORT #### CONTINUED ![]() 79 Strategic Report Corporate Governance Accounts representation standing at 50% on the Board and 33.3% on the Executive Committee as at the date of this report. Additionally, the Company recognises the importance of having a Board of diverse composition. All of the members of the Board self-disclose as being of White European ethnicity and the target of appointing at least one director from an ethnic minority background has not yet been met. This remains a focus for the Nomination Committee, and the Board is committed to giving strong consideration to ethnicity during any recruitment process, and aims to ensure the appointment of a person of ethnicity to the Board, provided they possess the requisite skills, expertise, and strategic alignment to drive the sustained success and growth of the Company. As at the date of this report, 100% of the Executive Committee self-disclose as being of White European ethnicity and 0% self-disclose as being of other ethnic backgrounds. The disclosure relating to gender and ethnic diversity within the Company is included in the Directors’ Report on page 124. Treasury and Commodity Committee The Treasury and Commodity Committee consists of Euan Sutherland, Stuart Lorimer and senior members of the finance, legal and procurement departments. The Treasury and Commodity Committee’s terms of reference are reviewed and approved annually by the Audit and Risk Committee. The Treasury and Commodity Committee reviews purchase requirements in foreign currencies and implements strategies, including the use of foreign exchange hedges, in order to reduce the risk of foreign exchange exposure and to provide certainty over the value of non-domestic purchases in the short to medium term. The Treasury and Commodity Committee’s remit includes the ability to utilise certain financial instruments in order to hedge the Group’s exposure to interest rate fluctuations. The Treasury and Commodity Committee also monitors the Group’s short and medium term funding requirements, provides oversight of hedge accounting and adherence to hedge accounting standards, monitors the ongoing requirements of the Company’s various employee share schemes, monitors cash flow and any capital restructure programmes, oversees the Group’s dividend policy and proposals for the payment of dividends and annually reviews the Group’s Statement of Delegated Authorities. Internal control The Board has overall responsibility for the Group’s internal control systems and annually reviews their effectiveness, including a review of financial, operational, compliance and risk management controls. The implementation and maintenance of the risk management and internal control systems are the responsibility of the executive directors and senior management. The systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and to provide reasonable, but not absolute, assurance against material misstatement or loss. The Board has reviewed the effectiveness of the Group’s risk management and internal control systems, including financial, operational and compliance controls, in accordance with the Code for the period from 29 January 2024 to the date of approval of this annual report. No significant failings or weaknesses were identified from this review during the year. Had any failings or weaknesses been identified then the Board would have taken the action required to remedy them. The Board confirms that there is an ongoing process, embedded in the Group’s integrated internal control systems, allowing for the identification, evaluation and management of significant risks, as well as a reporting process to the Board. This risk management process has been in place throughout the year ended 25 January 2025 and up to the date of the approval of this annual report. The Board has carried out a robust, systematic assessment of the principal and emerging risks facing the Group during the period, including those, which would threaten its business model, future performance, solvency or liquidity. Information on the Group’s risk management framework, including the operation of the Group’s Risk Committee, is set out in the Strategic Report on pages 55 to 63. The three main elements of the Group’s internal control system are as follows: The Board The Board has overall responsibility for the Group’s internal control systems and exercises this through an organisational structure with clearly defined levels of responsibility and authority as well as appropriate reporting procedures. The Board has a schedule of matters that are brought to it, or its duly authorised committees, for decision, aimed at maintaining effective control over strategic, financial, operational and compliance issues. This structure includes the Audit and Risk Committee which, with the Chief Finance and Operating Officer, reviews the effectiveness of the internal financial and operating control environment. Financial reporting There is a comprehensive strategic planning, budgeting and forecasting system with an annual operating plan approved by the Board. Monthly financial information, including trading results, cash flow statement, statement of financial position and indebtedness is reported. The Board and the Executive Committee review the business and financial performance against the prior year and against annual plans approved by the Board. Audits and reviews The key internal risks identified in the Group are subject to regular audits or reviews by the internal auditors. This role is fulfilled by an external professional services firm, which is independent from the Board and the Group. The review of the internal auditor’s work by the Audit and Risk Committee and monitoring procedures in place ensure that the findings of the audits are acted upon and subsequent reviews confirm compliance with any agreed action plans. ![]() 80 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### CORPORATE #### GOVERNANCE REPORT #### CONTINUED The Board confirms that there has been an independent internal audit function in place for the year. Share capital structure The share capital structure of the Company is set out in the Directors’ Report (pages 126 to 127). UK Corporate Governance Code compliance The Company is committed to the principles of corporate governance contained in the Code. A copy of the Code is available on the Financial Reporting Council’s website, www.frc.org.uk. Each of the provisions of the Code has been reviewed and, where necessary, steps have been taken to ensure that the Company is in compliance with all of those provisions as at the date of this report. The directors consider that the Company has complied throughout the year ended 25 January 2025 with the provisions of the Code, except as set out below. Provision 10 of the Code states the Company should identify in the annual report each of its independent non-executive directors and circumstances which may impair any non- executive director’s independence. Circumstances which impact that assessment include where a non-executive director has served on the Board for a period in excess of nine years from the date of their first appointment. David Ritchie was appointed as a non-executive director to the Board on 1 April 2015. David Ritchie resigned from the Board on 31 May 2024. David Ritchie therefore remained on the Board for a period of two months following the expiry of a nine year period from the date of his first appointment to the Board. David Ritchie remained on the Board for this brief two month period in order to conclude his duties as Chair of the Remuneration Committee and to ensure a smooth transition to his successor, Louise Smalley, ahead of the Annual General Meeting on 31 May 2024, at which point he resigned from the Board. Provision 39 of the Code states that pension contribution rates for executive directors, or payments in lieu, should be aligned to those available to the workforce. As disclosed in the Directors’ Remuneration Report (pages 85 to 108), during the year Stuart Lorimer received a cash allowance equal to his contractual pension provision of 24% of salary. However, with effect from 1 April 2025, Stuart Lorimer’s maximum company pension contribution, or payment in lieu, will become aligned to that available to the wider workforce, which is currently 8% of salary, thereby bringing the Company into compliance with Provision 39 of the Code. Roger White and Jonathan Kemp also received a cash allowance equal to their contractual pension provision of 24% of salary during their tenure as executive directors, up until their resignation from the Board on 30 April 2024 and 31 May 2024, respectively. Provision 40 of the Code states that executive directors’ contracts should contain a maximum notice period of one year. The service contracts with Roger White and Jonathan Kemp provided for a notice period of 12 months except during the six months following either a takeover of or by the Company or a Company reconstruction. Roger White and Jonathan Kemp ceased to be directors of the Company as at 30 April 2024 and 31 May 2024, respectively. The service contracts for incumbent executive directors, Euan Sutherland and Stuart Lorimer, contain a maximum notice period of one year. Consequently, the Company has been fully compliant with Provision 40 of the Code since 31 May 2024. A copy of the financial statements has been placed on the Company’s website, www.agbarr.co.uk. The maintenance and integrity of this website is the responsibility of the directors. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. By order of the Board Christopher K. O’Donnell Company Secretary 25 March 2025 ![]() 81 Strategic Report Corporate Governance Accounts #### On behalf of the Audit and Risk Committee, #### I am pleased to present #### its report for the year #### ended 25 January 2025. #### The report describes #### the key activities undertaken by the #### Committee during #### the year and how it #### has discharged its role #### and responsibilities. Nick Wharton Chair of the Audit and Risk Committee Composition From 29 January 2024 until 31 May 2024, the Audit and Risk Committee (the ‘ARC’) comprised four non-executive directors: Nick Wharton, Susan Barratt, Louise Smalley and David Ritchie. With immediate effect following the conclusion of the annual general meeting (‘AGM’) on 31 May 2024, David Ritchie resigned as a non-executive director and stepped down from the ARC, and Zoe Howorth became a member of the ARC. Following the simultaneous resignation of David Ritchie and appointment of Zoe Howorth, the ARC comprised four non-executive directors, a composition that remains in place as at the date of this report. The ARC is chaired by Nick Wharton. The Board is satisfied that Nick Wharton has recent and relevant financial experience as required by provision 24 of the 2024 UK Corporate Governance Code (the ‘Code’). Biographical details of the Chair and other members of the ARC are shown on pages 64 to 65. The Board has determined that the current composition of the ARC as a whole has competence relevant to the sector in which the Company operates, to enable it to deal effectively with the matters it is required to address and to challenge management when necessary. Meetings The ARC is required, in accordance with its terms of reference, to meet at least four times per year. The ARC met four times during the year. The meetings are attended by the ARC members and, by invitation, the Chair of the Board, Chief Executive Officer, Chief Finance and Operating Officer, the Group Finance Controller, the Chief Legal and Sustainability Officer, the Company Secretary and representatives from the external and internal auditors. The ARC customarily meets with the Chief Finance and Operating Officer, Group Financial Controller and other members of management, as well as privately with the external and internal auditors. Role and responsibilities The primary role of the ARC is to assist the Board in fulfilling its oversight responsibilities. This includes: • Financial reporting: – monitoring the integrity of the annual and interim financial statements and formal announcements relating to the Group’s financial performance and reviewing any significant financial reporting judgements and disclosures, which they contain; – if requested by the Board, providing advice on whether the Annual Report and Accounts are fair, balanced and understandable; and – reporting to the Board on the appropriateness of the Group’s accounting policies and practices. • Internal control and risk management: – reviewing and monitoring the effectiveness of the Group’s internal control and risk management systems; – reviewing and monitoring the effectiveness of the internal audit function, which is resourced externally, and management’s responsiveness to any findings and recommendations; and – reviewing the identification and mitigation of the Group’s existing corporate risks and emerging risks. • Policies and procedures: – reviewing and approving the terms of reference for the Company’s Treasury and Commodity Committee; – reviewing the Group’s delegated authority limits; – reviewing and monitoring the Group’s Tax risk management policy; – reviewing and monitoring the Group’s Anti-facilitation of tax evasion policy; – reviewing and monitoring the appropriateness of the Group’s Anti-bribery policy and procedures; – approving the appointment and removal of the internal auditor; – making recommendations to the Board in relation to the appointment and removal of the external auditor and approving its remuneration and terms of engagement; – reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the audit process; – reviewing and approving the policy on the engagement of the external auditor to supply non-audit services and on the employment of former employees of the Group’s external auditor; and – reporting to the Board on how it has discharged its responsibilities. Activities of the Audit and Risk Committee In respect of the year to 25 January 2025 (the ‘period under review’), the ARC has: • Financial reporting: – reviewed and discussed with the external auditor the key accounting considerations and judgements reflected in the Group’s unaudited results for the six month period ended 27 July 2024; – reviewed and agreed the external auditor’s audit strategy memorandum in advance of its audit for the year ended 25 January 2025; – discussed and agreed the nature and scope of the work to be performed by the external auditors; – received and reviewed reports from management regarding their approach to key accounting considerations and judgements in the half year and full year financial statements; – reviewed the half year and full year financial statements; – discussed the report received from the external auditor regarding its audit in respect of the year ended 25 January 2025, which included comments on its findings on internal control and key audit risks and #### AUDIT AND RISK COMMITTEE REPORT #### CHAIR’S STATEMENT 82 A.G. BARR p.l.c. Annual Report and Accounts 2025 a statement on its independence and objectivity; and – reviewed the results of this audit work and the response of management to matters raised. • Internal control and risk management: – received reports from internal audit covering various aspects of the Group’s operations, controls and processes; – received reports on the operation of the Group’s Risk Committee; – reviewed the Group’s risk register and the Group’s principal risks in light of the Board’s risk appetite for key risk areas, together with the systems and processes for mitigating those risks; – received reports from management on the actions taken by the business to mitigate cyber risks, including the risk of a ransomware attack; – following up on internal control related actions; – received reports from management in relation to the identification and management of emerging risks for the Group; – reviewed and recommended the Group’s enterprise risk management framework, including the Group’s risk appetite statement, to the Board; – discussed and agreed the nature and scope of the work to be performed by the internal auditor; – reviewed the results of this audit work and the response of management to matters raised; – reviewed the effectiveness of the Group’s risk management and internal control systems (including financial, operational, compliance and risk management controls); and – reviewed and approved the Company’s viability and going concern statements. • Policies and procedures: – reviewed and approved the Treasury policy, Commodities management policy and the terms of reference for the Group’s Treasury and Commodity Committee; – reviewed and recommended the Group’s Tax risk management policy to the Board; – reviewed and approved the Group’s Anti-facilitation of tax evasion policy; – reviewed the effectiveness of the Group’s Anti-bribery systems and controls and reviewed and approved the Group’s Anti-bribery and Corruption policy; – reviewed the Group’s delegated authority limits; – approved the reappointment of the internal auditor; – made recommendations to the Board on the appointment and remuneration of the external auditor and reviewed and monitored the performance, independence and objectivity of the auditor and the effectiveness of the external audit process; – reviewed the performance of the incumbent internal auditor and the effectiveness of the Group’s internal audit activities; – reviewed its policies on the supply of non-audit services by the external auditor and on the employment of former employees of the Group’s external auditor; – reviewed the non-audit services provided to the Group by the external auditor and monitored and assessed the independence of both the external and internal auditors; and – reviewed the performance and effectiveness of the ARC and its terms of reference. At the request of the Board, the ARC also considered whether the Annual Report and Accounts for the year ended 25 January 2025, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Following review of management’s processes in this regard and consideration of the draft Annual Report and Accounts, the ARC recommended to the Board that it could make the required disclosure as set out in the Directors’ Responsibilities Statement on page 129. Significant areas The significant matters and key accounting judgements independently assessed and considered by the ARC in respect of the period under review were: • Revenue recognition – brand support accruals: judgement is required by management when determining the level of brand support accruals at the year end. During the year, the ARC received and considered reports from management on the improvements made to the internal processes and controls in place with regard to brand support accruals, and the level of accruals at the half year and at the year end. It also received and considered reports from the external auditor following their review of net revenue and brand support accruals during the period. The ARC considered these reports and was satisfied that the estimates and judgements made by management are appropriate. • Management override of controls: there is a risk of fraud associated with the potential override of internal controls by management. During the year, the ARC assessed this risk, and received and considered a report from the external auditor which stated that its procedures, which included the use of data analytics, did not identify any errors or significant deficiencies in internal controls. The ARC was content that there were no issues arising. #### AUDIT AND RISK #### COMMITTEE REPORT #### CONTINUED ![]() 83 Strategic Report Corporate Governance Accounts Other areas Other matters independently assessed and considered by the ARC in respect of the period under review were: • Impairment of intangible assets: the ARC identified and reviewed the valuation of intangible assets and considered whether any intangible assets should be impaired. The ARC considered a report from management and the external auditors in relation to their impairment reviews of the intangible asset base and was satisfied with management’s conclusion that, following impairment assessments carried out as part of the interim and full year reporting processes, no impairment was required. The ARC concluded that the carrying values of intangible assets on the balance sheet remained supportable. The external auditor concurred with management’s assessment. • Assumptions used in the Company’s defined benefit pension scheme: the Company operates the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme, which includes a defined benefit section. The Company engages a third party, Hymans Robertson, to assist in the IAS 19 valuation of the defined benefit pension scheme liability. There is a risk related to judgements made by management in valuing the defined benefit pension scheme liability, including the appropriateness of the discount rate and inflation rate assumptions. These variables can have a material impact in calculating the quantum of the defined benefit liability. During the year the ARC were satisfied that management had considered and were comfortable with the assumptions used by Hymans Robertson (the ‘Assumptions’), and received and considered a report from the external auditor which stated that it had carried out a review and benchmarking exercise of the Assumptions and concluded that they were within an acceptable range. After discussion and challenge the ARC was satisfied that the Assumptions proposed were reasonable and these were approved. • Going concern: the ARC considered and challenged reports from management regarding the going concern assumption and the key environmental and trading sensitivities applied, and was satisfied that this assumption was appropriate. The external auditor supported the ARC’s conclusion. • Viability: the ARC considered and challenged reports from management regarding the viability statement, including information on the Group’s financing facilities, and approved the viability statement. The external auditor supported the ARC’s conclusion. • The presentation and explanation of the use of alternative performance measures (‘APMs’): the ARC considered a report from the external auditor on management’s presentation of APMs in the Annual Report and Accounts for the year ended 25 January 2025, including a report on whether the use of APMs and statutory figures was generally well balanced and APMs were appropriately labelled and defined, and was satisfied that APMs were appropriately presented. • Adjusting item(s): the ARC considered and challenged a report from management in relation to the classification and presentation of certain items as adjusting items, and was satisfied with the treatment and presentation of the items, which arose during the period under review as adjusting. The external auditor concurred with the ARC’s assessment. Throughout the year, ARC received regular presentations from senior management, providing valuable insights into key aspects of the Group’s operations and strategy. These presentations covered a range of topics, including the Group’s pension strategy, tax strategy and risk management policies, governance frameworks around commercial pricing, commodity procurement, intellectual property protection and cyber risk management. These discussions allowed the ARC to assess the effectiveness of the Group’s approach in each of these critical areas and to ensure alignment with overall business objectives and risk management protocol. External audit The Group’s external auditor is Deloitte LLP (‘Deloitte’). The current audit partner is David Mitchell. The ARC reviews the external auditor’s performance, independence and objectivity annually. The ARC ensures that procedures are in place to safeguard the external auditor’s independence and objectivity. The external auditor reports regularly to the ARC on the actions that it has taken to comply with its professional and regulatory requirements and current best practice in order to maintain its independence and objectivity. The Group has a policy in place, which ensures that the provision of non-audit services by the external auditor does not impair the auditor’s independence or objectivity. This policy reflects the Financial Reporting Council’s Ethical Standard 2024, such that the external auditor may only provide non-audit services, which are closely linked to the audit itself or are required by law or regulation. The policy was complied with during the year. Details of the amounts paid to the external auditor during the year for audit and non-audit services are set out in Note 3 to the financial statements. The ratio of fees for non-audit services to those for audit services for the year was 10%, within the 70% cap in the Financial Reporting Council’s guidance. The ARC considered the nature and level of non-audit services provided and was satisfied that the objectivity and independence of the external auditor were not affected by the non-audit work undertaken. The non-audit fees during the year related to the performance of the half year review. The nature of and level of fees for the non-audit services provided were considered by Deloitte who concluded that they did not present a threat to Deloitte’s independence. Deloitte was appointed as the Group’s external auditor in May 2017 following a competitive tender process. There are no contractual obligations, which restrict the ARC’s choice of external auditor. The senior statutory auditor rotates every five years to ensure independence. The ARC acknowledges the requirement to tender the external audit contract at least every ten years. The Company confirms that it has complied with the provisions of the Competition and Markets Authority’s Statutory Audit Services Order in respect of the financial year. In line with regulation, during the year ending January 2027, the ARC will initiate a tender of the external audit contract beginning with the 2027/28 financial year. During the year, the ARC reviewed and monitored the external auditor’s independence and objectivity and the effectiveness of the external audit process. The ARC reviewed and approved the external auditor’s plan for undertaking the half year review and the year end audit, including the scope of its work and its proposed approach to the key risk areas identified. After discussion and challenge the ARC approved this plan. The ARC reviewed the detailed reports prepared by the external auditor setting out its findings from the half year review and the year end audit, with a particular focus on the areas of audit risk identified. The ARC also received comprehensive papers from management in relation to the half year review and the year end audit. The ARC held meetings with the external auditor in the absence of management to discuss the interim review and the year end audit findings and processes. The ARC was satisfied with the internal processes run by management and its response to challenge by the external auditor. The ARC carried out a review of the effectiveness of the external auditor and the external audit process during the year, led by the Chair of the ARC. This review included an internally facilitated detailed and comprehensive evaluation of the Group’s external auditor and the external audit process using written survey questionnaires, which were completed by the executive directors and relevant members of senior management. Members of the ARC carried out an internally facilitated review of the Group’s external auditor and the external audit process during the year using written survey questionnaires. The results ![]() 84 A.G. BARR p.l.c. Annual Report and Accounts 2025 of the evaluation were shared with the ARC and the external auditor. Overall, the evaluation was positive, with a small number of improvement opportunities identified and discussed with the external auditor. Following these reviews and meetings, and after debate and discussion, the ARC was satisfied with Deloitte’s performance during the year, that it was objective and independent, and that the external audit process remains effective, with no major issues identified. The ARC has recommended to the Board that a resolution proposing the appointment of Deloitte be put to shareholders at the 2025 AGM. Internal audit At the beginning of each year, an internal audit plan is developed by the internal auditor following meetings with directors and senior managers within the business and with reference to the significant risks contained within the Group’s risk register and identified controls. The ARC approves the internal audit plan for the first half of the year at the beginning of the year and the plan for the second half of the year at the June ARC meeting. The ARC receives updates on progress against the plan and the recommendations arising from the internal audits throughout the year, together with updates on management’s progress against outstanding actions. The ARC held meetings with the internal auditor in the absence of management to discuss the internal audit findings and processes. The ARC carried out a review of the effectiveness of the internal audit function and the Company’s risk management and internal control systems during the year, led by the Chair of the ARC. This review included an internally facilitated detailed and comprehensive evaluation of these matters using written survey questionnaires, which were completed by the executive directors and relevant members of senior management. Members of the ARC carried out an internally facilitated review of the Group’s internal audit function and the Company’s risk management and internal control systems during the year using written survey questionnaires. The results of the evaluation were shared with the ARC and the internal auditor. Overall, the evaluation was positive with a small number of improvement opportunities identified. Following these reviews and meetings, the ARC was satisfied that the internal audit function was performing in an effective manner and that the Company’s risk management and internal control systems were effective, with no major issues identified. Financial Reporting Council (FRC) Review The FRC reviews and investigates company accounts for compliance with relevant reporting requirements. In January 2025 the FRC raised two enquiries on our annual report and accounts for the year ended 28 January 2024. These were: 1) the recognition of a retirement benefit asset and associated deferred tax liability; and 2) the treatment of the acquisition of Rio Tropical Ltd in October 2023 as a business combination. Having responded to each question, explaining the accounting treatment applied the FRC was satisfied with our response and has concluded their enquiries whilst stating that their review does not give assurance that the annual report and accounts is correct in all material respects. As a result of the FRC’s enquiries we have however enhanced the disclosures in these accounts to 25 January 2025 in the areas of deferred tax and accounting for Rio Tropical Ltd as a business combination. Audit and Risk Committee evaluation The ARC carried out a review of the performance and effectiveness of the ARC during the year, led by the Chair of the ARC. In accordance with the Code, and consistent with last year, the evaluation was facilitated internally this year, following an externally facilitated evaluation for the year ending January 2023. This review included a detailed and comprehensive evaluation of the performance and effectiveness of the ARC using written survey questionnaires, which were completed by members of the ARC, the Chair of the Board, Chief Executive Officer, the Chief Finance and Operating Officer, Group Financial Controller, the Chief Legal and Sustainability Officer and the Company Secretary. The results of the evaluation were shared with the ARC. Overall, the review found that the ARC was functioning in an effective manner and performing satisfactorily, with no major issues identified. Nick Wharton Chair of the Audit and Risk Committee 25 March 2025 #### AUDIT AND RISK #### COMMITTEE REPORT #### CONTINUED ![]() 85 Strategic Report Corporate Governance Accounts On behalf of the #### Remuneration #### Committee, I am #### pleased to report on #### A G Barr’s approach to remuneration for #### the year ended #### 25 January 2025. Louise Smalley Chair of the Remuneration Committee Introduction The current Directors’ Remuneration Policy (‘Policy’) was approved by a binding vote at the 2023 AGM and became effective for three years from the close of that meeting. For ease of reference, we are including the current Policy in this year’s Directors’ Remuneration Report on pages 109 to 122. The Annual Report on Remuneration on pages 89 to 108 provides details of the amounts earned by the directors in respect of the year ended 25 January 2025 and how the Policy will operate for the final year it remains effective commencing 26 January 2025. The Annual Report on Remuneration will be subject to an advisory vote at the 2025 AGM. I became Chair of the Company’s Remuneration Committee (‘Committee’) following the conclusion of the 2024 AGM and on the anniversary of my appointment as an independent non-executive director to the Board. I have been able to consider the views of shareholders expressed in consultations prior to my appointment in order to ensure that the Committee could adequately reflect on the feedback received from shareholders over the balance of the year expressed in this report. In addition, the start of my tenure as Chair of the Committee coincided with a period of executive director transition for the Company as the number of executive directors reduced from three to two. This change has been navigated very effectively by our new Chief Executive Officer and our Chief Finance and Operating Officer under a newly expanded remit from 2025. I wrote to key shareholders earlier this year to outline the forward facing remuneration we were planning to implement for the Chief Finance and Operating Officer under his expanded remit, inviting their direct feedback. This included a detailed rationale for an exceptional 2025 base salary increase to reflect the individual’s experience in role from 1 April 2025 as well as the change we planned to implement to address the remaining legacy contractual pension issue so that all executive directors’ pension contributions would be aligned with those available to the wider workforce from April 2025. Further details are set out later in this report. The Committee carried out an internally facilitated review of its performance and effectiveness during the year. This review employed written survey questionnaires, which were completed by members of the Committee and the Company Secretary. The results of the evaluation were shared with the Committee. Overall, the review found that the Committee was functioning in an effective manner and performing satisfactorily with positive feedback on the more regular attendance of the Chief People Officer (formerly HR Director) at Committee meetings in order to provide regular and comprehensive context and insight on the remuneration and engagement of the wider workforce. Remuneration in context The Company has successfully navigated a challenging year marked by ongoing economic volatility, including continued inflationary pressures and rising operational costs. The business has demonstrated considerable resilience, and the Committee has closely considered the impact of these factors on all our key stakeholders and the Group’s performance when making executive remuneration decisions for the year. The summary below highlights some of the key drivers influencing our decisions: Group performance • Revenue increased by 5.1% to £420.4m. • Adjusted profit before tax (‘Adjusted PBT\*’) increased by 15.8% to £58.5m. • Strong cash management ensured that the Group exited the financial year with net cash at bank\* of £63.9m. Shareholder experience • An interim dividend of 3.10p per share paid in November 2024 and a proposed final dividend for the 2024/25 financial year of 13.76p. • The share price at the end of the financial year of £5.79 was c.5% higher than at the start of the year. • Adjusted basis Earnings Per Share\* for the year was 39.77p, an increase of 17.4% on prior year. Employee experience • The Group paid bonuses for the 2023/24 financial year to employees based on strong individual performance. • The Group increased salaries for the workforce in April 2024 by an average of 4.2%. • Employee engagement across the Group increased to 78%, exceeding the industry average by 11%. Customer experience • Maintained strong customer support amidst market volatility through proactive communication and efficient product distribution and availability. • Maintained a product innovation pipeline responsive to and aligned with evolving consumer trends. • Achieved significant growth in Rubicon sales, with a 17% increase on prior year. #### DIRECTORS’ REMUNERATION REPORT #### CHAIR’S STATEMENT 86 A.G. BARR p.l.c. Annual Report and Accounts 2025 Pay for performance in 2024/25 As we reflect on the past financial year, we remain committed to ongoing dialogue with shareholders regarding executive remuneration, ensuring that decisions are aligned with the long-term interests of the Company and its stakeholders. The Committee remains committed to a responsible approach to executive pay and believes that variable pay should only be earned for achievement against stretching targets. Achievement against annual bonus targets – above on target payout in respect of Adjusted PBT\* The executive directors were set a stretching Adjusted PBT\* target, which accounts for 80% of bonus opportunity for each executive director. The Adjusted PBT\* target range of £53m to £60m reflected the ambitions for growth of the business and the executive directors delivered strong growth in revenue and achieved Adjusted PBT\* of £58.5m. On that basis, the Committee concluded that the executive directors will receive 72.2% of the Adjusted PBT\* portion of the bonus. Each of the executive directors were set stretching individual strategic objectives tailored to their role and responsibilities, which account for 20% of bonus opportunity for each director. The Committee reviewed each of the directors’ strategic objectives in turn, to fully understand the extent to which each strategic objective had been achieved. The Committee was satisfied that strong progress had been achieved by each of the executive directors towards their strategic objectives and agreed to award the individual directors between 87% and 90% of the maximum of 20% available for this part of the bonus, reflective of individual performance. As a result, the bonuses awarded to individual directors ranged from 94% to 95% of the maximum bonus available of 125% of salary. Further details of bonus awards can be found on pages 92 to 94. Achievement against LTIP targets – 2022 LTIP awards vest in full The 2022 LTIP awards were assessed cumulatively over the following three years based on stretching targets set across three performance measures: Earnings Per Share (‘EPS’), Total Shareholder Return (‘TSR’) and environmental sustainability, with relative proportions of 60%, 30% and 10%. The cumulative EPS over the three years ended 25 January 2025 was 103.31p, compared to the EPS target range set in April 2022 of 86.6p to 95.7p. As a result, subject to the LTIP rules, the EPS element of the LTIP will vest in full at 60% in April 2025. In respect of TSR, the Company delivered a TSR over the assessed period which was above the upper quartile performance of the agreed peer set of companies in the FTSE 250. As a result, subject to the LTIP rules, the TSR element of the LTIP will vest in full at 30% in April 2025. In respect of the environmental sustainability target (carbon tonnes) the Company produced 3,942 carbon tonnes over the performance period, meeting the requirement for maximum performance (maximum was set at 4,194 carbon tonnes). As a result, subject to the LTIP rules, the environmental sustainability element of the LTIP will vest in full at 10% in April 2025. Further details can be found on page pages 94 to 95. The Committee has reviewed the outcomes arising from the application of the Policy during the year and considers these outcomes to be fair and appropriate. The performance of the Group has been strong with robust leadership from the executive team and this is reflected in the Committee’s decisions in respect of variable pay for the year. The Committee is confident that the Policy has operated as intended during the year. Other pay decisions in respect of 2024/25 Set out below are the other decisions made during the year in respect of remuneration. 2024/25 Base salary increases – set below the average increase in the wider workforce In line with the disclosure in last year's Directors’ Remuneration Report, the Committee reviewed the executive director salaries during the year and approved salary increases for Stuart Lorimer and Jonathan Kemp. However, Roger White did not receive any salary increase ahead of his retirement on 30 April 2024. Both Stuart Lorimer and Jonathan Kemp were awarded a 4% salary increase, effective from 1 April 2024, which was lower than the average increase of 4.2% granted to the wider workforce. Euan Sutherland’s salary was not subject to any increase following his appointment to the Company on 1 May 2024. 2024/25 LTIP awards – awards granted using three performance metrics of EPS, TSR and Environmental Sustainability The Committee concluded that it was appropriate to grant LTIP awards in May 2024 at a value equal to 150% of base salary, consistent with the normal maximum opportunity under the Policy to both Euan Sutherland and Stuart Lorimer. These LTIP awards will be assessed over the three year vesting period using the performance metrics of EPS, TSR and environmental sustainability, with relative proportions of 60%, 30% and 10%. No 2024/25 LTIP awards were granted to Roger White or Jonathan Kemp. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 87 Strategic Report Corporate Governance Accounts Employee engagement The Committee recognises the importance of culture and effective employee engagement in the creation of a healthy and productive workplace. We review workforce remuneration, the related policies and the alignment of incentives and rewards with culture, and take these into account when determining the policy and practice for executive director remuneration. The Board’s role is to ensure that effective processes and procedures are in place for gathering workforce views and engaging in meaningful dialogue with employees. All members of the Committee were able to speak directly to colleagues at workforce engagement sessions across Company locations that were planned throughout the year. In addition, the Board receives regular updates on wider workforce engagement initiatives throughout the year; the topic regarding how executive directors’ remuneration aligns with wider Company pay policy is included as a specific discussion item at workforce engagement sessions at least once per annum. During the year the Chair of the Committee was able to attend several of the sessions to discuss this topic. Further information on employee engagement is included in the Corporate Governance Report on pages 72 to 74. Looking forward – implementation of Policy for 2025/26 Set out below are the decisions anticipated to be made during 2025/26 in implementing the Policy. 2025/26 Base salary increases – reflecting roles and responsibilities Effective from 1 April 2025, Euan Sutherland will receive a 3% salary increase, in line with the average salary increase for the wider workforce. I wrote to shareholders in early 2025 to explain the rationale for Stuart Lorimer receiving the 3% annual pay award plus a further 13.3% exceptional salary increase effective from 1 April 2025. This proposed additional increase followed a market benchmarking exercise commissioned by the Committee in Autumn 2024 and reflects his expanded role and responsibilities as Chief Finance and Operating Officer, a desire to close a significant gap to the market in base salary as well as recognising his proven competence and contribution to the Company over his 10 year tenure. Historically, all of Stuart Lorimer’s base salary increases have been below or aligned to the wider workforce increases and the Committee felt it was important to reflect his new role and contribution from 1 April 2025. The Committee considered both the fixed and variable pay implications of this award and felt satisfied that, relative to the accountabilities of the Chief Finance and Operating officer, internal differentials, external market data and Stuart Lorimer’s expertise and value to the Company, this award would be appropriate. The new total target remuneration opportunity as a result of the increase to base salary positioned the Chief Finance and Operating Officer below the market median for the FTSE 250 and a size-adjusted comparison to the closest +/- 50 companies to ensure consideration of the relative size of the Company against peers in the Committee’s decision-making. Further details can be found on page 90. 2025/26 Pension contributions – aligning to the wider workforce for all executive directors Euan Sutherland receives a pension contribution in line with the Policy of 8% of salary. From 1 April 2025, Stuart Lorimer will also receive a pension contribution of 8% of salary (previously 24% of salary) to bring his rate in line with that available to the wider workforce. Further details can be found on page 97. 2025/26 Annual bonus – to be operated in line with Policy The Committee intends to operate the bonus scheme for the year ending 31 January 2026 in line with the Policy, with maximum awards at 125% and continuing to be subject to a combination of Adjusted PBT\* targets and individual strategic objectives. Details of bonus and performance measure weightings are provided on page 94. Performance targets and ranges for these bonus awards will be disclosed retrospectively in the Annual Report on Remuneration for the year ending 31 January 2026. 2025/26 LTIP – awards at normal level of opportunity with targets based on cumulative EPS, TSR and environmental sustainability measures In line with the Policy, the Committee intends to grant LTIP awards at the normal maximum opportunity of 150% of base salary in April this year. These LTIP awards will be assessed cumulatively over the following three years based on stretching targets set across three performance measures: EPS, TSR and environmental sustainability. EPS is a key performance indicator for the Company and shareholders, and remains a highly credible measure of long term performance. However, the overall impact of any future Deposit Return Scheme (‘DRS’) is very challenging to assess with acceptable accuracy at this early stage. As such, the EPS targets have been set specifically not taking into account the future impact of the introduction of any DRS. The Committee has resolved to monitor the impact of any DRS post its implementation with the expectation that the EPS targets set in 2025 will be considered ahead of the vesting period. This will enable any tangible DRS impact to be considered and potentially included in the ![]() 88 A.G. BARR p.l.c. Annual Report and Accounts 2025 2025/26 Chair of the Board and non-executive directors’ fees Looking ahead, the Company is ambitious for future growth and there is a renewed energy and enthusiasm across the business to seize the many opportunities available to us under our new long term strategy. The Committee looks forward to continuing to support the incentivisation and recognition of success delivered by the leadership team and colleagues across the Company. The Chair’s fees are determined by the Committee, while the fees for non-executive directors are determined by the Board, excluding any non-executive directors who would be directly affected by the decision, to ensure impartiality in the decision-making process. Following a thorough review, it has been determined that adjustments to the fees for the Chair, non-executive directors, and additional fees for chairing sub-committees are necessary going forward. These changes commence a process to narrow a significant gap and bring the compensation closer to the lower quartile of the market median, better reflecting the time commitments and demands of these roles within the Company. Effective 1 April 2025, the Chair’s fee will increase to £210,000 to more appropriately reflect the required time commitment for a business with the size and complexity of AG Barr. The new fee level sits broadly at the lower quartile of the FTSE 250. The Board also reviewed the non-executive directors’ fee levels and details of the changes are set out on page 91. The Board and Committee will continue to monitor the Chair and non-executive directors’ fee levels to ensure that they remain appropriate. I look forward to your support at the upcoming AGM. Louise Smalley Chair of the Remuneration Committee 25 March 2025 \* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 192 to 195. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED targets prior to the vesting date or taken into consideration at the point of final assessment. Taking this into account, the Committee is confident that the target range selected is appropriately stretching and will help the Group drive growth in shareholder earnings. TSR is a relative performance measure which creates strong alignment between the executive directors and shareholders. As for the LTIP awards granted in 2024, the TSR performance of the Company will be compared over the three years to the TSR of the FTSE 250 index (excluding investment trusts and financial services companies). The Committee believes that environmental sustainability is important to the long term success of the business and the executive directors’ remuneration should be related to their performance in this area. Consistent with the LTIP awards granted in 2024, the environmental sustainability performance of the Company will feature as a performance metric for the 2025 LTIPs based on environmental sustainability targets. Details of the 2025 LTIP awards are provided on page 96. Details of the performance targets set for the 2025 LTIP awards are considered commercially sensitive and will be disclosed in the Annual Report on Remuneration for the year ending 31 January 2026. ![]() 89 Strategic Report Corporate Governance Accounts Annual report on remuneration The following parts of the Directors’ Remuneration Report are subject to audit, other than the elements explaining the application of the Remuneration Policy (‘Policy’) for 2025/26. Single figure table – audited information The aggregate remuneration provided to directors who have served as directors in the year ended 25 January 2025 is set out below, along with the aggregate remuneration provided to such directors for the year ended 28 January 2024. No malus or clawback provisions were applied during the year. Director Jan 25 Salary/fees £000 Jan 24 Salary/fees £000 Jan 25 Benefits £000 Jan 24 Benefits £000 Jan 25 Bonus^^^ £000 Jan 24 Bonus^^^ £000 Jan 25 Long term incentives £000 Jan 24 Long term incentives £000 Jan 25 Pension £000 Jan 24 Pension £000 Jan 25 Total fixed remuneration £000 Jan 24 Total fixed remuneration £000 Jan 25 Total variable remuneration £000 Jan 24 Total variable remuneration £000 Jan 25 Total remuneration £000 Jan 24 Total remuneration £000 Executive Euan Sutherland\* 488 – 163 – 611 – – – 34 – 685 – 611 – 1,296 – Stuart Lorimer 367 353 20 17 346 420 567 539 77 74 464 444 913 959 1,377 1,404 Roger White\*\* 129 515 16 40 122 610 – 784 27 108 172 663 122 1,394 294 2,057 Jonathan Kemp\*\*\* 92 268 12 18 87 323 – 411 19 57 123 343 87 734 210 1,077 Non-executive Mark Allen 172 165 – – – – – – – – 172 165 – – 172 165 Julie Barr\*\*\*\* 55 41 – – – – – – – – 55 41 – – 55 41 Susan Barratt 57 55 – – – – – – – – 57 55 – – 57 55 Zoe Howorth 57 53 – – – – – – – – 57 53 – – 57 53 David Ritchie^ 21 61 – – – – – – – – 21 61 – – 21 61 Louise Smalley ^^ 61 36 – – – – – – – – 61 36 – – 61 36 Nick Wharton 63 61 – – – – – – – – 63 61 – – 63 61 Total 1,562 1,608 211 75 1,166 1,353 567 1,734 157 239 1,930 1,922 1,733 3,087 3,663 5,009 \* Euan Sutherland was appointed to the Board on 1 May 2024. The remuneration above was paid in respect of his services from that date. \*\* Roger White resigned from the Board on 30 April 2024. The remuneration above was paid in respect of his services until that date. \*\*\* Jonathan Kemp resigned from the Board on 31 May 2024. The remuneration above was paid in respect of his services until that date. \*\*\*\* Julie Barr was appointed to the Board on 26 May 2023. The remuneration above was paid in respect of her services from that date. ^ David Ritchie resigned from the Board and Committee on 31 May 2024. The remuneration above was paid in respect of his services until that date. ^^ Louise Smalley was appointed to the Board on 1 June 2023. The remuneration above was paid in respect of her services from that date. ^^^ The bonus figure includes the deferred portion of bonus in shares, being 25% of bonus earned for the year ended 28 January 2024 and for the year ended 25 January 2025. ![]() 90 A.G. BARR p.l.c. Annual Report and Accounts 2025 The figures in the single figure table on the previous page are derived from the following: (a) Salary and fees The amount of salary/fees received in the year. A salary sacrifice arrangement is operated by the Company. Employees who join this arrangement no longer pay contributions to the pension scheme but receive a lower taxable salary. Directors’ salaries are shown gross of any salary sacrifice pension contributions. (b) Benefits The value of benefits received in the year. These include travel costs paid, car allowances, fuel benefits, private medical insurance, healthcare cash plan, flex-cash, the value of SAYE options vesting in the year, AESOP free and matching shares awarded in the year, and a one-off lump sum relocation allowance. SAYE: option shares are valued at the market price at the date of vesting less the option exercise price. AESOP: free and matching shares are valued at market value at the date of award. Details of the executive directors’ interests in the SAYE are set out on page 108. (c) Bonus A description of the annual bonus in respect of the year, and the Group and personal performance against which the bonus pay-out was determined is provided on pages 92 to 93. (d) Long term incentives The value of LTIP awards that vest in respect of the year. Details of the executive directors’ interests in the LTIP are set out on page 107. (e) Pension The pension figure includes: • pension cash alternatives equal to the executive directors’ contractual pension provision; and • details of the entitlements accruing for individuals in the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme (the ‘2008 Scheme’) defined benefit section. Further details of pension benefits are set out on pages 96 to 97. Individual elements of remuneration Base salary and fees Base salaries for individual executive directors for the year ended 25 January 2025 and for the following year are set out in the table below: Executive director Base salary for year ended 25 January 2025 £000 Base salary for year ending 31 January 2026 £000 Increase^ % Euan Sutherland 650 666 3.0% Stuart Lorimer^^ 367 420 16.3% Roger White\* 517 – – Jonathan Kemp\*\* 280 – – ^ Increase effective from 1 April 2025. ^^ Details of Stuart Lorimer’s increase are set out in the Chair’s statement. \* Roger White resigned from the Board on 30 April 2024. \*\* Jonathan Kemp resigned from the Board on 31 May 2024. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 91 Strategic Report Corporate Governance Accounts Details of non-executive directors’ fees for the year ended 25 January 2025 and for the following year are set out in the table below: Non-executive director fee Year ended 25 January 2025 £000 Year ending 31 January 2026 £000 Increase^ % Chair of the Company 172 204 21.4% Basic fee 55 57 3.0% Additional fee for chairing Audit Committee 8 10 25.0% Additional fee for chairing Remuneration Committee 8 10 25.0% Additional fee for chairing ESG Committee 2 5 150.0% Additional fee for Senior Independent Director 2 9 400.0% ^ Increase effective from 1 April 2025. Benefits – audited information The benefits figure for each of the executive directors is detailed as follows: Year ended 25 January 2025 Executive director Relocation allowance £000 Travel costs £000 Car and fuel benefit £000 SAYE £000 Other^ £000 AESOP Awards £000 Total £000 Euan Sutherland\* 130 13 18 – 2 – 163 Stuart Lorimer – – 13 5 1 1 20 Roger White\*\* – – 10 5 1 – 16 Jonathan Kemp\*\*\* – – 5 6 1 – 12 Total 130 13 46 16 5 1 211 ^ Other costs include private medical insurance (‘PMI’), healthcare cash plan and flex-cash as they are below £1,000 separately, except for Euan Sutherland’s PMI which was £1,854 for the period. \* Euan Sutherland was appointed to the Board on 1 May 2024. The remuneration above was paid in respect of his services from that date. This includes a one-off up front gross lump sum of £130,000 to support his relocation to Scotland. The Company will also meet the cost of his travel expenses from Scotland to the south of England for a maximum period of two years. Any sums paid to support relocation will be subject to claw back provisions in the event that Euan Sutherland is a bad leaver in the first three years. No further relocation support will be provided beyond the support outlined in this paragraph. \*\* Roger White resigned from the Board on 30 April 2024. The remuneration above was paid in respect of his services until that date. \*\*\* Jonathan Kemp resigned from the Board on 31 May 2024. The remuneration above was paid in respect of his services until that date. The value of the AESOP awards is the sum of the AESOP free and matching shares awarded to the directors in the year. Euan Sutherland, Roger White and Jonathan Kemp received AESOP awards however the value of these was less than £500. ![]() 92 A.G. BARR p.l.c. Annual Report and Accounts 2025 Annual bonus The maximum annual bonus award opportunity for each executive director in respect of the year ended 25 January 2025 was 125% of salary, with 80% of the bonus assessed against the achievement of Adjusted PBT\*, compared against a set of profit targets and 20% based on strategic objectives. The Committee agreed that the Chief Executive Officer should participate in the bonus for the full year given his arrival shortly after the start of the performance period. The executive directors earned a total of £1.17m as annual bonus for the year, representing 94.0% of Euan Sutherland’s salary, 94.1% of Stuart Lorimer’s salary, 94.2% of Roger White’s salary\*, and 94.7% of Jonathan Kemp’s salary.\*\* 25% of the bonus will be deferred into shares for two years and subject to malus and clawback provisions, as set out in the current Policy and the Bonus Plan rules. \* Prorated for the period from 29 January 2024 up to and including 30 April 2024, being the period that Roger White was a member of the Board. \*\* Prorated for the period from 29 January 2024 up to and including 31 May 2024, being the period that Jonathan Kemp was a member of the Board. The target for the annual bonus based on Adjusted PBT\* and performance against that target is set out in the table below. 50% of this element of the bonus could be earned for on-target performance with zero paid for threshold performance and a broadly linear scale through to full payment for performance at or above the maximum target. Threshold target On target Maximum target Actual Performance Weighting as percentage of total bonus opportunity Actual outcome of total bonus opportunity Adjusted PBT\* £53.0m £ 57. 3 m £60.0m £58.5m 80% 58% Strategic objectives for the year ended 25 January 2025 account for 20% of the bonus and targets. These were set around the Company’s key areas of strategic focus at the start of the financial year. Details of the strategic objectives for the year ended 25 January 2025 and the Committee’s determination of performance against them is set out in the table on the following page. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 93 Strategic Report Corporate Governance Accounts The Remuneration Committee debated each of the directors’ strategic objectives in turn, having an in-depth discussion on an objective by objective basis to fully understand the extent to which each strategic objective had been achieved and which elements of any objectives remained outstanding. The Remuneration Committee then attributed an individual score to each objective. Given the commercial sensitivity surrounding the objectives, these individual scores have not been disclosed. The cumulative totals are set out below with a summary of the objectives set. Measure Weighting Pay-out Euan Sutherland 20% 17% Deliver an objective related to executing key strategic projects. Deliver an objective related to developing a new six-year strategy for the Group. Deliver an objective related to establishing and implementing a Group-wide innovation and category management approach. Deliver an objective related to completing a comprehensive organisational review, including the recruitment of a Chief Commercial Officer. Deliver an objective related to executing the margin recovery plan. Deliver an objective related to developing and executing a consumer-focused strategic M&A approach and pipeline. Stuart Lorimer 20% 18% Deliver an objective related to executing strategic planning initiatives. Deliver an objective related to managing the leadership transition during the Chief Executive Officer succession. Deliver an objective related to driving business performance management strategies. Deliver an objective related to ensuring strong financial governance and compliance. Roger White 20% 18% Deliver an objective related to achieving year-end trading results. Deliver an objective related to ensuring a smooth transition and handover to the incoming Chief Executive Officer. Jonathan Kemp 20% 18% Deliver an objective related to executing strategic project plans. Deliver an objective related to driving brand performance for key strategic brands. Deliver an objective related to supporting a smooth Chief Executive Officer transition and leading the commercial function transition. ![]() 94 A.G. BARR p.l.c. Annual Report and Accounts 2025 Annual bonus for 2025/26 For the 2025/26 financial year, 80% of bonus potential will be assessed against growth in Adjusted PBT\*, which is an important indicator of the success of the Company’s strategy. Performance targets will be set at challenging levels, with 50% of this element of the annual bonus being earned for on-target performance. The remainder of the annual bonus (20% of bonus potential) will be assessed against individual strategic objectives to align the reward structure with key strategic priorities, and to encourage behaviours which facilitate profitable growth and the future development of the business. The actual performance targets are not disclosed as they are considered to be commercially sensitive at this time and should therefore remain confidential to the Company. The Remuneration Committee will continue to disclose how the bonus earned relates to performance against the targets on a retrospective basis, meaning this information will be disclosed in the Annual Report on Remuneration for the year ending 31 January 2026. Long term incentives – audited information Awards vesting in respect of the financial period LTIP awards granted in April 2022 were subject to the following EPS, TSR and environmental sustainability performance measures: % of maximum opportunity Threshold vesting at 20% of the maximum award Maximum vesting at 100% of the maximum award Actual result for period Actual vesting (as a % of maximum for each measure) Cumulative EPS for the period including 2022/23, 2023/24 and 2024/25 60% 86.6p 95.7p 103.31p 100% TSR\* for the period including 2022/23, 2023/24 and 2024/25 30% Median Upper quartile 82nd Percentile 100% Environmental sustainability – Science Based Target (carbon tonnes) for the period including 2022/23, 2023/24 and 2024/25 10% 4,715 4,194 3,942 100% \* Ranked TSR performance measured against the constituents of the FTSE 250 index (excluding investment trusts and financial services companies). The salary used in the calculation of the award is the individual director’s salary as at 1 April 2022. Details of LTIP awards vesting in respect of the financial period are set out below: Year ended 25 January 2025 Executive director Total shares Number Vesting % Shares awarded\* Number Share price \*\* £ LTIP value £000 Stuart Lorimer 95,187 100% 99,487 5.70 567 95,187 99,487 567 \* Shares vesting under the LTIP for the year ended 25 January 2025 include dividend equivalents from the award date for the director. \*\* The long term incentives figure for the year ended 25 January 2025 has been valued using the average closing share price for the three months ended 25 January 2025 as an estimate of the value of the incentive, as the actual value of the award will not be finalised until the closing share price is known when the incentive vests in April 2025. An estimate of the amount of LTIP awarded in April 2022 attributable to share price appreciation is set out below: Executive director Share price appreciation £000 Stuart Lorimer 33 33 #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 95 Strategic Report Corporate Governance Accounts Year ended 28 January 2024 Executive Director Total shares Number Vesting % Shares awarded\* Number Share price \*\* £ LTIP value £000 Stuart Lorimer 98,663 100% 105,197 5.03 529 Roger White 143,337 100% 152,829 5.03 769 Jonathan Kemp 75,161 100% 80,138 5.03 403 Total 317,161 338,164 1,701 \* Shares vesting under the LTIP for the year ended 28 January 2024 include dividend equivalents from the award date for each director. \*\* The long term incentives figure for the year ended 28 January 2024 has been restated to reflect the market value of the shares that vested on 12 April 2024 as at that date. The long term incentives figure for the year ended 28 January 2024 set out in the Annual Report 2023/24 used the average closing share price for the three months ended 28 January 2024 as an estimate of the market value of those shares. Awards granted during the financial period On 2 May 2024, during the financial year ended 25 January 2025, the following LTIP awards were granted equating to 150% of salary: Executive director Type of award Number of shares Share price at grant Market value at grant £000 % of award vesting at threshold Performance period Years (ends 30 January 2027) Euan Sutherland LTIP award – nil cost option 171,957 567p 975 20.0% 3 Stuart Lorimer LTIP award – nil cost option 97,833 567p 555 20.0% 3 Given Roger White and Jonathan Kemp’s resignation from the Board on 30 April 2024 and 31 May 2024 respectively, no LTIP awards were granted to either individual. The share price at grant is £5.67, which is the five day average of the middle-market closing share prices preceding 2 May 2024 rounded down. The salary used in the calculation of Stuart Lorimer’s LTIP award was his salary as at 1 April 2024. The salary used in the calculation of Euan Sutherland’s LTIP award was his salary as at 1 May 2024. Vesting of the LTIP awards granted in the year ended 25 January 2025 will be based 60% on a cumulative EPS performance measure, 30% on a relative TSR performance measure and 10% on an environmental sustainability performance measure, as set out below: % linked to award Threshold vesting at 20% of the maximum award Maximum vesting at 100% of the maximum award Cumulative EPS for the period including 2024/25, 2025/26 and 2026/27 60% 117.41p 135.7p TSR for the period including 2024/25, 2025/26 and 2026/27 30% Median Upper quartile Environmentaly sustainability – Science Based Target (carbon tonnes) for the period including 2024/25, 2025/26 and 2026/27\* 10% 4,600 4,190 \* Targets are an average across the three years. A market based approach has been utilised in the calculations and excludes carbon dioxide loss and use as a processing aid, and Boost scope 1 and 2 emissions. There is straight-line vesting between these points. No award is granted for EPS and TSR performance below threshold and if the threshold Science Based Target is not met. ![]() 96 A.G. BARR p.l.c. Annual Report and Accounts 2025 Long term incentives for 2025/26 LTIP awards granted in 2025 will be granted with a maximum opportunity of 150% of base salary for the executive directors. These LTIP awards will be based 60% on a cumulative EPS performance measure, 30% on a relative TSR performance measure and 10% on an environmental sustainability performance measure for 2025/26, 2026/27 and 2027/28. EPS is a key performance indicator for the Company and shareholders, and remains a highly credible measure of long term performance. TSR is a relative performance measure which creates strong alignment between the executive directors and shareholders. The TSR performance of the Company will be compared over the three years to the TSR of the FTSE 250 index (excluding investment trusts and financial services companies). 20% of the maximum award will vest for achieving threshold performance and 100% of the maximum award will vest for achieving maximum performance. There will be straight-line vesting between the points and no vesting below threshold performance. The environmental sustainability performance measure for the LTIP awards granted in 2025 will be based around the Group’s No Time To Waste environmental sustainability programme. The EPS and environmental sustainability performance targets are considered commercially sensitive at this time on the basis that they give competitors insight into the Company’s longer term forecasts, which the Board considers confidential. The EPS and environmental sustainability performance targets will be disclosed in next year’s Annual Report on Remuneration. Total pension entitlements – audited information With the exception of Euan Sutherland, the executive directors are all members of the 2008 Scheme or the A G Barr Retirement Plan. The 2008 Scheme has a defined benefit section and a defined contribution section. The defined benefit section was closed to new entrants from 14 August 2003 and to future accrual from 1 May 2016. All assets held in the defined contribution section of the 2008 Scheme were transferred to the A G Barr Retirement Plan in September 2021. Roger White is a deferred member of the defined benefit section of the 2008 Scheme and ceased his accrual on 5 April 2011. The movement in value of executive director pensions (which exclude any pension contributions made in respect of an individual under the Company’s salary sacrifice arrangement) are detailed in the following table. This movement is made up of Company pension contributions, changes in the value of defined benefit pension scheme accrual and pension cash equivalents: Year ended 25 January 2025 Executive director Pension cash equivalent £000 Total £000 Euan Sutherland\* 34 34 Stuart Lorimer 77 77 Roger White\*\* 27 27 Jonathan Kemp\*\*\* 19 19 Total 158 158 \* Prorated for the period from 1 May 2024 up to and including 25 January 2025, reflecting his appointment date and continuing tenure as a member of the Board. \*\* Prorated for the period from 29 January 2024 up to and including 30 April 2024, being the period that Roger White was a member of the Board. \*\*\* Prorated for the period from 29 January 2024 up to and including 31 May 2024, being the period that Jonathan Kemp was a member of the Board Details of the entitlement accruing to the director who is a deferred member of the defined benefit section are detailed in the table below: Executive director Accrued pension as at 25 January 2025 £000 Normal retirement age Roger White 88 63\* \* The normal retirement age specified in the 2008 Scheme rules for Roger White is age 63, however he is also entitled under the 2008 Scheme rules to retire at age 60 without an actuarial reduction to his pension benefits and without any consent required. Roger White is a deferred member of the 2008 Scheme. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 97 Strategic Report Corporate Governance Accounts Early retirement can be taken at age 55 subject to Trustee consent. The accrued pension would be reduced relative to age 60 to take account of its early payment. Dependants of the executive directors are eligible for dependants’ pensions and the payment of a lump sum in the event of death in service. Where the 2008 Scheme provides a pension on a defined benefit basis, final pensionable salary is used to determine the director’s pension entitlement. Where benefits are provided on a defined contribution basis, the benefits depend on the director’s accumulated fund. Lump sum life assurance cover is provided at five or eight times pensionable salary dependent upon the date of joining the 2008 Scheme. No contributions were paid to the defined contribution section of the 2008 Scheme or the A G Barr Retirement Plan during the years ended 25 January 2025 or 28 January 2024. All directors have elected to receive Company pension contributions in the form of a cash allowance. Stuart Lorimer currently receives a cash allowance equal to his contractual pension provision of 24% of salary, however with effect from 1 April 2025, this will be aligned with the contribution available to the wider workforce, currently 8%. Euan Sutherland receives a pension contribution of 8% of salary. Payments to past directors – audited information During the year, the Company made a net payment of £50,000 to Roger White to buy out his contractual entitlement to receive ongoing life assurance benefits, which would have otherwise extended until his normal retirement date notwithstanding the termination of his employment with the Company. No other payments were made to past directors during the year for services rendered in their capacity as directors. ![]() 98 A.G. BARR p.l.c. Annual Report and Accounts 2025 Payments for loss of office – audited information Roger White As disclosed in last year’s report, Roger White retired as a director of the Company on 30 April 2024, however he remained employed full-time until 31 July 2024, when his employment then terminated. The following arrangements applied in respect of his remuneration: Roger White received his existing salary and benefits up until 31 July 2024. He did not receive any payment in lieu of notice. Roger White remained eligible for an annual bonus for the financial year ended 25 January 2025. The bonus awarded (as disclosed on page 97) was prorated for the period up to 30 April 2024 to reflect his period of service as an executive director and remains subject to malus and clawback in accordance with the Policy. Roger White retained the deferred shares awarded to him in respect of his bonuses for the financial years ended January 2023 and January 2024. The shares awarded to him in respect of the financial year ending January 2023 were released at the end of the relevant two-year deferral period subject to malus and clawback. The shares awarded to him in respect of the financial year ending January 2024 will be released at the end of the relevant two-year deferral period and remain subject to malus and clawback. The Remuneration Committee determined that Roger was a “good leaver” under the Company’s LTIP. He therefore retained his awards over shares made to him in April 2022 and April 2023. These awards will vest at their normal vesting dates, subject to the achievement of the relevant performance conditions and to pro-rating based on the proportion of the relevant performance periods for which he was employed as an executive director. The awards will remain subject to malus and clawback. Executive director LTIP Total Shares Value of award at grant (£000) End of performance period Vesting Total number of shares vesting Vesting date Value attributable to share price movement Value of LTIP shares vesting\* (£000) Value of dividend equivalents due (£000) Value of element of LTIP (£000) Roger White\*\* 2022 115,239 647 25/01/2025 100% 120,444 08/04/2025 40 657 30 687 \* The long term incentives figure for the year ended 25 January 2025 has been valued using the average closing share price for the three months ended 25 January 2025 as an estimate of the value of the incentive, as the actual value of the award will not be finalised until the closing share price is known when the incentive vests in April 2025. \*\* Prorated based on the proportion of the relevant performance periods for which he was employed with the business. No further awards were made to Roger White under the LTIP. Further details of the actual vesting following the end of the relevant performance periods will be disclosed in future Directors’ Remuneration Reports. Roger White did not receive any payments for loss of office. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 99 Strategic Report Corporate Governance Accounts Jonathan Kemp As disclosed in last year's report, Jonathan Kemp retired as a director of the Company on 31 May 2024. However, he remained employed full-time until 30 September 2024, and remains available to the Company on a part-time basis up to and including 30 September 2025. The following arrangements applied to his remuneration: Jonathan Kemp received his existing salary and benefits during his six-month notice period in line with his contractual terms and the Policy. He did not receive any payment in lieu of notice. Jonathan Kemp remained eligible for an annual bonus for the financial year ended 25 January 2025. The bonus awarded (as disclosed on page 97) was prorated for the period up to 31 May 2024 to reflect his period of service as an executive director and remains subject to malus and clawback in accordance with the Policy. Jonathan Kemp was not eligible to be considered for an annual bonus for the 2025/26 financial year. Jonathan Kemp retained the deferred shares awarded to him in respect of his bonuses for the financial years ended January 2023 and January 2024. The shares awarded to him in respect of the financial year ending January 2023 were released at the end of the relevant two-year deferral period subject to malus and clawback. The shares awarded to him in respect of the financial year ending January 2024 will be released at the end of the relevant two-year deferral period and remain subject to malus and clawback. The Remuneration Committee determined that Jonathan was treated as a “good leaver” under the Company’s LTIP. He therefore retained his awards over shares made to him in April 2022 and April 2023. These awards will vest at their normal vesting dates subject to achievement of the relevant performance conditions and to prorated based on the proportion of the relevant performance periods for which he was employed as an executive director. The awards will remain subject to malus and clawback. Executive director LTIP Total Shares Value of award at grant (£000) End of performance period Vesting Total number of shares vesting Vesting date Value attributable to share price movement Value of LTIP shares vesting\* (£000) Value of dividend equivalents due (£000) Value of element of LTIP (£000) Jonathan Kemp 2022 72,513 407 25/01/2025 100% 75,788 08/04/2025 25 413 19 432 \* The long term incentives figure for the year ended 25 January 2025 has been valued using the average closing share price for the three months ended 25 January 2025 as an estimate of the value of the incentive, as the actual value of the award will not be finalised until the closing share price is known when the incentive vests in April 2025. \*\* Prorated based on the proportion of the relevant performance periods for which he was employed with the business. Jonathan Kemp did not receive an LTIP award in 2024/25. Further details of the actual vesting following the end of the relevant performance periods will be disclosed in future Directors’ Remuneration Reports. Jonathan Kemp did not receive any payments for loss of office. Other No other payments for loss of office were made during the year. Statement of directors’ shareholding and share interests – audited information The Policy approved by shareholders at the 2023 AGM included updated share ownership guidelines, whereby all new executive directors are required to build and hold a shareholding equal to 200% of base salary. Incumbent executive directors (other than the Chief Executive Officer) are required to build and hold a shareholding equal to 150% of base salary. The Chief Executive Officer is required to build and hold a shareholding equal to 200% of base salary. Until these guidelines are met, executive directors are required to retain all vested shares from the LTIP and half of any bonus pay-out after tax to purchase shares in the Company. The full policy is disclosed in the Policy approved by shareholders at the 2023 AGM. ![]() 100 A.G. BARR p.l.c. Annual Report and Accounts 2025 For the purposes of assessing the extent to which the share ownership guidelines have been met by the executive directors, the following shares are included: wholly owned shares (including those owned by a director’s spouse), LTIP shares that are in the holding period, and unvested deferred bonus shares provided there are no further performance conditions. At the year end, Euan Sutherland did not meet the 200% base salary requirement applicable for the year ended 25 January 2025, with a shareholding equal to 11% of base salary as at 25 January 2025. Stuart Lorimer met the 150% base salary requirement applicable for the year ended 25 January 2025, with a shareholding equal to 306% of base salary as at 25 January 2025. The interests of each executive director of the Company as at 25 January 2025 (including those held by their connected persons) are as set out below. There were no changes to these interests between 25 January 2025 and 24 March 2025 with the exception of the following changes: • an increase in Euan Sutherland’s holding of 74 shares; and • an increase in Stuart Lorimer’s holding of 74 shares. Unvested Director Type Owned outright Exercised during the year Subject to performance conditions Not subject to performance condition Total at 25 January 2025 Executive Euan Sutherland Shares 11,994 – – – 11,994 LTIP share options – – 171,957 – 171,957 AESOP matching shares – – – 12 12 Stuart Lorimer Shares 179,992 – – – 179,992 LTIP share options – (98,663) 299,271 – 299,271 SAYE options – (3,925) – 3,635 3,635 Deferred bonus held in shares – – 15,437 – 15,437 AESOP matching shares – (132) 861 861 Shares – connected persons’ holding\* – – – – 650,463 Non-executive Mark Allen Shares 10,000 – – – 10,000 Julie Barr Shares 1,671,306 – – – 1,671,306 Zoe Howorth Shares 5,631 – – – 5,631 Louise Smalley Shares 10,200 – – – 10,200 Nick Wharton Shares 1,597 – – – 1,597 \* Stuart Lorimer’s connected persons’ shareholding includes shares related to his position as director of Robert Barr Ltd, the trustee of various employee benefit trusts. The ‘Owned outright’ shares set out in the table above are the shares owned outright by the directors. These include any AESOP free shares awarded during the year and any shares retained during the year following the exercise of LTIP awards and SAYE options. The number of AESOP free shares awarded and share options exercised under the LTIP and SAYE in the year are included in the ‘Exercised during the year’ column. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 101 Strategic Report Corporate Governance Accounts The table below shows the directors’ total shareholdings split between those with and without performance conditions. The non-executive directors’ shareholdings above are all shares with no performance conditions. Executive director Shares – no performance conditions Deferred bonus shares – no performance conditions Share options – performance conditions Share options – no performance conditions Total shares/ share options Euan Sutherland 12,006 – 171,957 – 183,963 Stuart Lorimer 180,853 15,437 299,271 3,635 499,196 There were no shares vested and unexercised as at 25 January 2025. The following sections of the Directors’ Remuneration Report are not subject to audit. Performance graph and table The graph below shows the Company’s Total Shareholder Return (‘TSR’) performance against the FTSE 250 excluding investment trusts over the past ten years. In the opinion of the Board, the FTSE 250 excluding investment trusts is the most appropriate index against which the TSR of the Company should be measured because it represents a broad equity market index of which the Company is a constituent member and reflects the Company’s scale and complexity of operations. 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 60 90 120 150 A.G. BARR FTSE 250 Ex.Investment Trusts Total Shareholder Return ![]() 102 A.G. BARR p.l.c. Annual Report and Accounts 2025 Chief Executive Officer remuneration for previous ten years The table below presents details of total remuneration, annual bonuses, and LTIP vesting for Roger White over the past nine financial years ended 28 January 2024. For the financial year ended 25 January 2025, the figures reflect total remuneration and annual bonus for Roger White from the start of the year until his resignation from the Board. For Euan Sutherland the figures reflect total remuneration and annual bonus from his appointment to the Board until the end of the year. Total remuneration £000 Annual bonus as a % of maximum opportunity LTIP as a % of maximum opportunity Euan Sutherland From 1 May 2024 to 25 January 2025 1,296 94.0% 0.0% Roger White From January 2024 to 30 April 2024 294 94.2% 100.0% Year ended 28 January 2024 2,057 95.2% 100.0% Year ended 29 January 2023 1,781 75.0% 71.1% Year ended 30 January 2022 1,389\* 100.0% 0.0% Year ended 24 January 2021 710 0.0% 0.0% Year ended 25 January 2020 739 0.0% 0.0% Year ended 26 January 2019 1,434 91.0% 39.9% Year ended 27 January 2018 1,279 78.0% 22.8% Year ended 28 January 2017 915 23.0% 40.0% Year ended 30 January 2016 839 0.0% 37. 9% \* This figure has been adjusted to reflect the buy-out in 2021 of Roger White’s contractual entitlement in respect of a shortfall in his deferred pension revaluation as a consequence of Fixed Protection 2012. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 103 Strategic Report Corporate Governance Accounts Percentage change in director remuneration The table below sets out, in relation to salary, taxable benefits and annual bonus, the increase between the pay for the years ended 24 January 2021 through to the pay for the year ended 25 January 2025 for the executive and non-executive directors compared to the wider workforce. For these purposes, the wider workforce includes all Group employees who were continuously employed by the Group during the five years ended 25 January 2025 but excludes executive and non-executive directors. Salary Jan 25\* Benefits Jan 25 Annual bonus Jan 25 Salary Jan 24 Benefits Jan 24 Annual bonus Jan 24 Salary Jan 23 Benefits Jan 23 Annual bonus Jan 23 Salary Jan 22 Benefits Jan 22 Annual bonus Jan 22 Salary Jan 21 Benefits Jan 21 Annual bonus Jan 21 Euan Sutherland 100.0% 100.0% 100.0% -% -% -% -% -% -% -% -% -% -% -% -% Stuart Lorimer 4.0% 17.6% (17.6%) 3.8% (5.6%) 32.1% 1.5% -% (22.8%) 19.5% (30.8%) 100.0% 0.8% 4.4% -% Roger White (75.0%) (60.0%) (80.1%) 2.4% (2.4%) 32.0% 3.3% 5.1% (22.9%) 8.0% 21.2% 100.0% (4.3%) (8.5%) -% Jonathan Kemp (65.7%) (33.3%) (73.0%) 5.5% (5.3%) 33.5% 1.2% (17.4%) (22.9%) 6.5% (4.2%) 100.0% (4.4%) -% -% Mark Allen 4.2% -% -% 16.2% -% -% 389.7% -% -% 100.0% -% -% -% -% -% Julie Barr 34.1% -% -% 100.0% -% -% -% -% -% -% -% -% -% -% -% Susan Barratt 3.6% -% -% 3.8% -% -% 1.9% -% -% 7.4% -% -% (1.7%) -% -% Zoe Howorth 7.5% -% -% 10.4% -% -% 65.5% -% -% 100.0% -% -% -% -% -% David Ritchie (65.6%) -% -% 3.4% -% -% 1.7% -% -% 6.6% -% -% (5.0%) -% -% Louise Smalley 69.4% -% -% 100.0% -% -% -% -% -% -% -% -% -% -% -% Nick Wharton 3.3% -% -% 3.4% -% -% 1.7% -% -% 10.4% -% -% 6.7% -% -% Wider workforce\*\* 4.2% -% (2.0%) 5.0% -% 40.3% 3.0% -% (32.8%) 1.8% -% 199.0% -% -% 100.0% \* The annual percentage change in salary is calculated by reference to actual salary paid for the financial year ended 25 January 2025 compared to financial year ended 28 January 2024. \*\* Wider workforce salary changes are based on average % increase across the year. Bonuses are based on movement in annual bonuses accrued. ![]() 104 A.G. BARR p.l.c. Annual Report and Accounts 2025 Chief Executive Officer Pay Ratio The table below sets out the ratio of the A.G. BARR p.l.c. Chief Executive Officer single total figure of remuneration for 2024/25 (as detailed on page 89) as a ratio of the equivalent single figure for the lower quartile, median and upper quartile UK employee (calculated on a full-time equivalent basis). Total pay ratio Method 25th percentile Media percentile 75th percentile Year ended 25 January 2025\* B 44:1 36:1 26:1 Year ended 28 January 2024 B 62:1 50:1 35:1 Year ended 29 January 2023 B 56:1 45:1 32:1 Year ended 30 January 2022 B 42:1 34:1 23:1 Year ended 24 January 2021 B 25:1 21:1 16:1 \* The Chief Executive Officer single figure used to determine the pay ratios for the year ended 25 January 2025 is based on the sum of the total single figures of remuneration for Roger White and Euan Sutherland. The remuneration figures for the employee at each quartile were determined with reference to the financial year ended 25 January 2025. Option B was used to calculate these figures. The Committee believes that this approach provides a fair representation of the Chief Executive Officer to employee pay ratios and is appropriate in comparison to alternative methods, balancing the need for statistical accuracy with internal operational constraints. Under this option, the latest available gender pay gap data (i.e. from April 2024) was used to identify the best equivalent for three Group UK employees whose hourly rates of pay are at the 25th, 50th and 75th percentiles. A full time equivalent total pay and benefits figure for the 2024/25 financial year was then calculated for each of those employees. The pay ratios outlined above were then calculated as the ratio of the Chief Executive Officer’s single figure to the total pay and benefits of each of these employees. Each employee’s total pay and benefits were calculated on a full time and full year equivalent basis, using the single figure methodology. No adjustments were made to the total pay and benefits figures with the exception of the annual bonus, which was calculated using 2023/24 financial year bonuses (which were paid in the year ended 25 January 2025) where the 2024/25 financial year data was not available at the last practical date before finalisation of this report. The regulations require the total pay and benefits and the salary component of total pay and benefits to be set out as follows: Base Salary Total pay and benefits Chief Executive Officer remuneration £616,650 £1,589,875 25th percentile employee £31,118 £35,964 Median percentile employee £38,883 £43,814 75th percentile employee £60,385 £61,240 The Committee considers that the median Chief Executive Officer pay ratio is consistent with the relative roles and responsibilities of the Chief Executive Officer and the identified employee. Due to the nature of his role, the Chief Executive Officer’s remuneration package has higher weighting on performance-related pay (including the annual bonus and LTIP) compared to the majority of the workforce. This means the pay ratios are likely to fluctuate depending on the outcomes of incentive plans in each year. The change in Chief Executive Officer during the year resulted in a lower Chief Executive Office total single figure for 2024/25 and there has been an increase in the salary and total pay and benefits for the quartile employees. Overall, this has resulted in a reduction to the Chief Executive Officer pay ratios for 2024/25. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 105 Strategic Report Corporate Governance Accounts AG Barr is committed to offering its employees a competitive remuneration package. Base salaries for employees, including our executive directors, are determined with reference to a range of factors including market practice, experience and performance in role. The Committee also recognises that, due to the nature of the Company’s business and the flexibility permitted with the regulations for identifying and calculating the total pay and benefits for employees, the ratios reported above may not be comparable to those reported by other companies. Relative importance of spend on pay The following table sets out the percentage change in dividends and the overall expenditure on pay (as a whole across the organisation). Percentage change Year ended 28 January 2024 £000 Year ended 25 January 2025 £000 % change Dividends 14,729 17, 238 17.0% Overall expenditure on pay 63,200 63,700 0.8% The Remuneration Committee The following directors were members of the Remuneration Committee during the year: David Ritchie, Susan Barratt, Zoe Howorth, Louise Smalley, Mark Allen and Nick Wharton. David Ritchie resigned from the Board and Remuneration Committee with effect from the closure of the AGM on 31 May 2024. Mark Allen and Nick Wharton were appointed to the Remuneration Committee with effect from the closure of the AGM on 31 May 2024. Euan Sutherland, Julie Barr and Stuart Lorimer attended specific Remuneration Committee meetings by invitation only. The Remuneration Committee received assistance from the Company Secretary, who acts as secretary to the Remuneration Committee, and from other members of management, who may attend meetings by invitation, except when matters relating to their own remuneration are being discussed. The Remuneration Committee is required, in accordance with its terms of reference, to meet at least three times per year. The Remuneration Committee met five times during the year. The Committee is responsible for determining, within its terms of reference, all aspects of the remuneration of the executive directors, the Executive Committee and such other members of senior management as it is designated to consider. The Remuneration Committee reviews the remuneration trends, pay levels and employment conditions across the Group. The Remuneration Committee is also responsible for determining the remuneration of the Chair of the Company. The Remuneration Committee recognises the importance of culture and effective employee engagement in the creation of a good workplace. Workforce engagement sessions are held during the year, led by the Board’s designated workforce engagement director. Further information on workforce engagement and how it influenced Board discussion and decision-making can be found in the Company’s Section 172(1) Statement in the Corporate Governance Report on pages 72 to 74. The topic regarding how executive directors’ remuneration aligns with wider Company pay policy – in terms of governance, structure and quantum – is included as a specific discussion item at workforce engagement sessions at least once per annum. The Board receives regular updates on workforce engagement throughout the year. Further information on employee engagement is included in the Corporate Governance Report on pages 72 to 74. The Remuneration Committee carried out an internally facilitated review of its performance and effectiveness during the year. This review included a detailed and comprehensive evaluation of the performance and effectiveness of the Remuneration Committee using written survey questionnaires, which were completed by members of the Remuneration Committee and the Company Secretary. The results of the evaluation were shared with the Remuneration Committee. Overall, the review found that the Remuneration Committee was functioning in an effective manner and performing satisfactorily, with no major issues identified. ![]() 106 A.G. BARR p.l.c. Annual Report and Accounts 2025 Key activities in the year Key activities of the Remuneration Committee are shown below: • Continued to implement the Policy which was approved at the 2023 AGM; • Reviewed remuneration trends, pay levels and employment conditions across the Company; • Reviewed and set annual salaries for the executive directors, divisional directors and Executive Committee consistent with the wider workforce; • Set targets for the annual bonus for the executive directors, divisional directors and the Executive Committee; • Reviewed and approved the grant of LTIP awards to the executive directors, divisional directors and the Executive Committee; • Set targets for the LTIP for the executive directors, divisional directors and the Executive Committee; • Considered performance measures for the LTIP awards to be granted in the following year; • Reviewed and set annual fees for the Chair of the Company; • Reviewed achievement against targets set and determined the appropriate level of pay-out for the annual bonus for the executive directors, divisional directors and the Executive Committee in the context of wider business performance; • Reviewed achievement against targets set and determined the appropriate level of pay-out for the LTIP for the executive directors and a divisional director in the context of wider business performance; • Received status updates on in-flight LTIP awards; • Reviewed and recommended the Directors’ Remuneration Report for the year ended 25 January 2025 to the Board for approval; • Reviewed the executive directors’ shareholdings against shareholding guidelines; • Sought and considered shareholder feedback on remuneration proposals related to Stuart Lorimer, Chief Finance and Operating Officer. • Reviewed, benchmarked and approved remuneration arrangements for Stuart Lorimer as Chief Finance and Operating Officer, including the reduction and alignment of pension contributions with that available to the wider workforce, effective from 1 April 2025. • Reviewed market and corporate governance updates to ensure the Remuneration Committee remained up to date on the quickly evolving governance landscape and best practice; • Reviewed and recommended the Remuneration Committee’s terms of reference to the Board for approval; and • Reviewed the Remuneration Committee’s performance and effectiveness during the year. The terms of reference of the Remuneration Committee are available on the Company’s website, www.agbarr.co.uk. External adviser During the year, the Remuneration Committee was assisted in its work by the following external consultant: Adviser Details of appointment Services provided by the adviser Fees paid by the Company for advice to the Remuneration Committee and basis of charge Other services provided to the Company in the year ended 25 January 2025 PricewaterhouseCoopers LLP (‘PwC’) Appointed by the Remuneration Committee in January 2022 following a competitive tender process. Assistance with the preparation of the Directors’ Remuneration Report. Attendance at Remuneration Committee meetings. Advice on market practice developments in executive pay. £57,292 Charged on a retainer and time/cost basis. Consulting services to management The Remuneration Committee is satisfied that all advice received was objective and independent. PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 107 Strategic Report Corporate Governance Accounts Statement of voting at last AGM The following table sets out actual voting in respect of the resolutions to approve the 2023/24 Annual Report on Remuneration at the Company’s AGM on 31 May 2024 (‘2024 AGM’) and the Remuneration Policy at the Company’s AGM on 26 May 2023. Resolution Votes for % of vote Votes against % of vote Votes withheld Approve Annual Report on Remuneration 62,673,433 81.92% 13,834,023 18.08% 3,288,844 Approve Remuneration Policy 52,168,970 66.47% 26,321,892 33.53% 379,499 Additional information Executive directors’ interests in the LTIP The individual interests of the executive directors under the LTIP are as follows: LTIP Director Date of award At 28 January 2024 Number Awarded Number Vested Number Lapsed Number At 25 January 2025 Number Exercisable from Euan Sutherland 2 May 2024 – 171,957 – – 171,957 2 May 2027 Stuart Lorimer 12 April 2021 98,663 – (98,663) – – 12 April 2024 8 April 2022 95,187 – – – 95,187 8 April 2025 11 April 2023 106,251 – – – 106,251 10 April 2026 2 May 2024 – 97,833 – 97,833 2 May 2027 Roger White 12 April 2021 143,337 – (143,337) – – 12 April 2024 8 April 2022 138,287 – – – 138,287 8 April 2025 11 April 2023 154,362 – – – 154,362 10 April 2026 Jonathan Kemp 12 April 2021 75,161 – (75,161) – – 12 April 2024 8 April 2022 72,513 – – – 72,513 8 April 2025 11 April 2023 80,943 – – – 80,943 10 April 2026 ![]() 108 A.G. BARR p.l.c. Annual Report and Accounts 2025 Executive directors’ interests in the SAYE The individual interests of the executive directors under the SAYE scheme are as follows: SAYE Director At 28 January 2024 Number Granted Number Exercised Number Lapsed Number At 25 January 2025 Number Option price pence Exercisable from Stuart Lorimer 3,925 3,635 (3,925) – 3,635 510 1 July 2027 Roger White 3,925 – (3,925) – – – – Jonathan Kemp 3,925 3,635 (3,925) – 3,635 510 1 July 2027 Approval This report was approved by the Board and signed on its behalf by Louise Smalley Chair of the Remuneration Committee 25 March 2025 #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 109 Strategic Report Corporate Governance Accounts Directors’ Remuneration Policy This part of the report sets out the Company’s Directors’ Remuneration Policy (the “Policy”) which was approved by shareholders at the 2023 AGM and became effective for three years from the close of that meeting. The Policy for the executive directors has been determined by the Remuneration Committee. The Policy is due to be reviewed by shareholders at the 2026 AGM. Executive directors The table below describes each of the elements of the remuneration package for the executive directors: Element Purpose and link to strategy Operation Maximum opportunity Performance measures Base salary Core element of fixed remuneration, reflecting the size and scope of the role. Purpose is to recruit and retain directors of the calibre required for the Company. Usually reviewed annually. Salary levels are determined by the Remuneration Committee taking into account a range of factors including: • role, experience and individual performance; • pay for other employees in the Group; • prevailing market conditions; and • external benchmarks for similar roles at comparable companies. Although there is no overall maximum, salary increases are normally reviewed in the context of the salary increases across the wider Group. The Remuneration Committee may award salary increases above this level to take account of individual circumstances such as: • increase in scope and responsibility; • increase to reflect the executive director’s development and performance in the role; or • alignment to market level. Not applicable. Benefits Ensures the overall package is competitive. Purpose is to recruit and retain directors of the calibre required for the Company. Executive directors receive benefits in line with market practice, which may include, for example, a car allowance or provision of a company car, a biennial health check, private medical insurance, life assurance and the ability to “buy” or “sell” holidays under the Company’s flexible benefits plan. Other benefits may be provided based on individual circumstances. These may include, for example, relocation and travel allowances. Whilst the Remuneration Committee has not set an absolute maximum on the levels of benefits executive directors receive, the value of the benefit is at a level which the Remuneration Committee considers appropriate against the market and provides a sufficient level of benefit based on individual circumstances. Not applicable. ![]() 110 A.G. BARR p.l.c. Annual Report and Accounts 2025 Element Purpose and link to strategy Operation Maximum opportunity Performance measures Annual bonus Rewards performance against annual targets which support the strategic direction of the Group. Awards based on performance against key financial and/or strategic targets and/or the delivery of personal objectives. Pay-out levels are determined by the Remuneration Committee after the year end based on performance against those targets. The Remuneration Committee has discretion to amend the bonus pay-out if, in its judgement, any formulaic output does not produce a fair result for either the executive director or the Company, taking into account overall business performance. 25% of any bonus earned will be deferred into shares for two years. At any time before the deferred bonus shares are released, the Remuneration Committee has the right to cancel the award if it has not been exercised, or require repayment of some or all of the award in the following circumstances: • discovery of a material misstatement; • error, or inaccurate or misleading information; • action or conduct of a participant which amounts to fraud or gross misconduct; • regulatory censure or reputational damage; • material failure of risk management; and • corporate failure. For up to two years following the determination of a bonus pay-out, the Remuneration Committee has the right to recover some or all of the bonus pay-out in the circumstances set out above. The Remuneration Committee may make a dividend equivalent payment (“Dividend Equivalents”) to reflect dividends that would have been paid over the period from grant to vesting on shares that vest. This payment may be in the form of additional shares or a cash payment equal to the value of those additional shares. Maximum bonus opportunity is 125% of base salary. Targets are set annually reflecting the Company’s strategy and aligned with key financial, strategic and/or individual objectives. Targets, whilst stretching, do not encourage inappropriate business risks to be taken. At least 80% of the bonus is assessed against key financial performance metrics of the business and the balance may be based on non-financial strategic measures and/or individual performance. Financial metrics There is no minimum payment at threshold performance, up to 50% of the maximum potential for this element of the bonus will be paid out for on-target performance and all of the maximum potential will be paid out for maximum performance. Non-financial or individual metrics Payment of the non-financial or individual metrics will apply on a scale between 0% and 100% based on the Remuneration Committee’s assessment of the extent to which a non-financial or individual performance metric has been met. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 111 Strategic Report Corporate Governance Accounts Element Purpose and link to strategy Operation Maximum opportunity Performance measures Long Term Incentive Plan (“LTIP”) Incentivises executive directors over the longer term and aligns their interests with those of shareholders. Under the LTIP, awards of conditional shares or nil cost share options may be made with vesting dependent on the achievement of performance conditions set by the Remuneration Committee, normally over a three year performance period. Awards granted over shares may be settled in cash at the election of the Remuneration Committee. As described on page 121, awards may also vest in “good leaver” circumstances or on the death of a participant or on a change of control. All awards made under the LTIP will be subject to a two year post-vesting holding period. For up to two years following the vesting date of an award, the Remuneration Committee has the right to cancel the award if it has not been exercised, or require repayment of some or all of the award, in the following circumstances: • discovery of a material misstatement; • error, or inaccurate or misleading information; • action or conduct of a participant which amounts to fraud or gross misconduct; • regulatory censure or reputational damage; • material failure of risk management; and • corporate failure. The normal maximum award is 150% of annual base salary in respect of a financial year. Under the LTIP rules the overall maximum opportunity that may be granted in respect of a financial year will be 200% of annual base salary. The normal maximum award limit will only be exceeded in exceptional circumstances such as the recruitment or retention of a senior employee. The vesting of awards is subject to the satisfaction of performance targets set by the Remuneration Committee. The performance measures are reviewed regularly to ensure they remain relevant but will be based on key financial and/or strategic and/or total shareholder return related measures. The relevant metrics and the respective weightings may vary each year based upon Company strategic priorities. Performance measures and weightings will be set out in the Annual Report on Remuneration for the relevant financial year, typically including a split of key financial and/or strategic and/or total shareholder return related measures. ![]() 112 A.G. BARR p.l.c. Annual Report and Accounts 2025 Element Purpose and link to strategy Operation Maximum opportunity Performance measures Long Term Incentive Plan (“LTIP”) continued The Remuneration Committee has the right to reduce or cancel unvested awards and/or delay their vesting in the circumstances set out above. The Remuneration Committee has discretion to amend the level of LTIP vesting if, in its judgement, any formulaic output does not produce a fair result for either the executive director or the Company, taking into account overall business performance. The Remuneration Committee may make a dividend equivalent payment (“Dividend Equivalents”) to reflect dividends that would have been paid over the period from grant to vesting on shares that vest. This payment may be in the form of additional shares or a cash payment equal to the value of those additional shares. For achievement of threshold performance 20% of the maximum opportunity will vest. There will usually be straight line vesting between threshold and maximum performance. All employee share schemes To encourage all employees to make a long-term investment in the Company’s shares in a tax efficient way. Executive directors are eligible to participate in a HMRC tax-advantaged All-Employee Savings Related Share Option Scheme (“SAYE”) under which they make monthly savings over a period of three or five years linked to the grant of an option over the Company’s shares with an option price which can be at a discount to the market value of shares on grant. Executive directors are also eligible to participate in a HMRC tax-advantaged All-Employee Share Ownership Plan (“AESOP”). The executive directors may participate in all sections of the AESOP, being the partnership and matching shares section, the free share section and the dividend share section. Participation limits are those set by the UK tax authorities from time to time. Not applicable. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 113 Strategic Report Corporate Governance Accounts Element Purpose and link to strategy Operation Maximum opportunity Performance measures Retirement benefits Purpose is to recruit and retain directors of the calibre required for the Company. Provides market competitive post-employment benefits (or cash allowance equivalent). Executive directors are eligible to participate in the A G Barr Retirement Plan. There is also a closed A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme (the “Scheme”), which comprises a defined contribution section and a defined benefit section. The defined benefit section was closed to new entrants from 14 August 2003 and to future accrual from 1 May 2016. The defined contribution section was closed to new entrants and new contributions from 30 June 2021 and all assets held in the defined contribution section were transferred to the A.G. Barr Retirement Plan in September 2021. Details of the entitlement accruing to the executive director who is a deferred member of the defined benefit section are set out in the table on page 96. The contributions paid to the A.G. Barr Retirement Plan in respect of the executive directors are disclosed on page 97. Executive directors may elect to take a cash allowance instead of contributions into a pension plan. For newly appointed executive directors joining after 1 January 2023, pension contribution levels will be aligned to the level available to the wider workforce (currently 8% of salary). Incumbent executive directors will receive their current pension contribution of 24% of salary. The Remuneration Committee has discretion to vary the delivery mechanism for retirement benefits, however the exercise of this discretion will not exceed the relevant limits above for the provision of executive directors’ retirement benefits. Incumbent executive director R.A. White ceased his accrual under the defined benefit section on 5 April 2011. For R.A. White, the Company’s maximum contribution is 24% of salary plus any contractual entitlement in respect of a shortfall in his deferred pension revaluation as a consequence of Fixed Protection 2012. The Company has closed the defined benefit section of the Scheme to new members and future accrual. The only executive director who is a deferred member will continue to receive benefits in accordance with the terms of the Scheme, subject to separately agreed contractual arrangements, including the arrangement summarised below: Not applicable. ![]() 114 A.G. BARR p.l.c. Annual Report and Accounts 2025 Element Purpose and link to strategy Operation Maximum opportunity Performance measures Retirement benefits continued R.A. White will continue to be entitled to receive life assurance benefits as if he were in pensionable service under the Scheme until his normal retirement date notwithstanding the termination of his employment with the Company, but only in circumstances where he is a “good leaver”, as set out in his service contract. The maximum Company contribution under the A.G. Barr Retirement Plan in respect of the remaining executive directors is 24% of salary. All executive directors have now elected to receive Company pension contributions in the form of a cash allowance. Shareholding guidelines Purpose is to further align the executive directors’ long-term interests with those of shareholders. During employment The CEO and new executive directors must retain all shares acquired under LTIP awards and deferred bonus shares and retain half of any bonus pay-out after tax (net of the relevant deferred bonus shares) to purchase shares in the Company until the value of their shareholding is equal to 200% of gross basic salary. Incumbent executive directors (other than the CEO) must retain all shares acquired under LTIP awards and deferred bonus shares and retain half of any bonus pay-out after tax (net of the relevant deferred bonus shares) to purchase shares in the Company until the value of their shareholding is equal to 150% of gross basic salary. Until the relevant shareholding is acquired, the executive director may not, without Remuneration Committee approval, sell shares other than to finance any tax liabilities arising from the vesting or release of awards. Not applicable. Not applicable. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 115 Strategic Report Corporate Governance Accounts Element Purpose and link to strategy Operation Maximum opportunity Performance measures Shareholding guidelines continued Post-employment Newly appointed executive directors must retain for two years post-employment any shareholding arising from shares awarded/ vesting from both the deferred bonus and LTIP, up to the above shareholding guidelines. Incumbent executive directors must retain for one year post-employment any shareholding arising from shares awarded/vesting from both the deferred bonus and LTIP after 26 January 2020, up to the above shareholding guidelines. Chair and non-executive directors The table below sets out an overview of the remuneration of non-executive directors: Purpose and link to strategy Approach of the Company Fees are the sole element of remuneration provided to non-executive directors in relation to the fulfilment of this role. Fees are set at a level that reflects market conditions and is sufficient to attract individuals with appropriate knowledge and expertise. Fees are normally reviewed annually. The remuneration of the Chair is determined by the Remuneration Committee. Fees are set at a level which reflects the skill, knowledge and experience of the individual, whilst taking into account appropriate market positioning. The Board is responsible for setting the fees of the other non-executive directors. Fees may include a basic fee and additional fees for further responsibilities (for example, chairing of Board committees and senior independent directorship). Fees are set taking into account several factors, including the size and complexity of the business, appropriate market data and the expected time commitment and contribution for the role. Non-executive directors, in their capacity as non-executive, do not participate in any of the Company’s share schemes or bonus schemes nor do they receive any pension contributions. Non-executive directors may be eligible to receive benefits such as the use of secretarial support, travel costs (including any tax incurred on these costs) or other benefits that may be appropriate. Actual fee levels are disclosed in the Directors’ Annual Remuneration report for the relevant financial year. Where an employee (other than an executive director) of the Company sits on the Board in an individual capacity, the fee they receive as a director shall be governed by this Remuneration Policy for non-executive director fees, but the Remuneration Policy does not apply to the pay and benefits they receive as a result of their employment. ![]() 116 A.G. BARR p.l.c. Annual Report and Accounts 2025 Remuneration principles The Remuneration Committees approach to executive director Policy and practices is aligned to the Company’s strategic objectives, shareholders’ interests and the factors set out in Provision 40 of the 2018 UK Corporate Governance Code (the “Code”), with the aim of supporting the Company’s strategy and promoting the long term sustainable success of the business. The table below describes how the Remuneration Committee has addressed each of the factors set out in Provision 40 of the Code. Factor How this has been addressed Clarity and simplicity The reward framework aims to embed transparency and simplicity in the Policy and remuneration practices. The Remuneration Committee consults with major shareholders in advance of key proposed changes to executive remuneration, for example when reviewing the Policy ahead of the 2023 AGM. Feedback from internal stakeholders and comments from the proxy voting agencies were also sought. The Remuneration Committee also engaged with independent external advisers to minimise the risk of any conflicts of interest. The Remuneration Committee strived to create a refreshed Policy which is clear and simple, aligned to Company culture, values and strategy and demonstrates strong corporate governance. It wants participants to be able to understand the Policy and have a clear line of sight between their decisions and behaviours and the effect that these decisions will have on the variable reward outcomes. Equally, it wants to ensure that reward for executive directors is straightforward for both shareholders and the wider workforce to understand. The Company engages directly with the wider workforce on their remuneration through a variety of methods, including workforce engagement sessions, regular briefing sessions and the annual employee engagement survey. Risk The Remuneration Committee aims to ensure that there is an appropriate balance between risk and reward. The remuneration framework includes various features designed to mitigate reputational, behavioural and other risks, including: • The Policy encourages directors to continue to take a long-term view when making decisions by increasing the level of share deferral for the annual bonus and applying a default holding period for vesting LTIP awards, increasing the shareholding guideline for new executive directors, and extending the post-employment shareholding requirement for new executive directors to ensure that their interests continue to be aligned to shareholders after they have left the business for longer. • The Policy contains extended malus and clawback provisions which the Remuneration Committee can use in certain prescribed circumstances to recover amounts paid to directors or to cancel any unreleased share awards. • The Remuneration Committee has broad discretion to override the formulaic outcomes of the variable rewards to ensure that payments to directors reflect the Company’s performance in the round. Predictability The Policy sets out the potential award levels and vesting outcomes applicable to the annual bonus and long term incentive arrangements. Incentive awards are capped as a percentage of salary, which reduces the risk of any unanticipated pay outcomes. As set out above, the Remuneration Committee may apply malus, clawback and reasonableness discretion where appropriate. Proportionality The Policy was benchmarked against market practice by independent external advisers. Performance conditions for the annual bonus and long-term incentive arrangements require a threshold level of performance to be achieved before any pay-out is made. These performance conditions are set with the aim of ensuring that there is a clear link between individual awards and the delivery of the Company’s long-term strategy and success of the business. Alignment to culture The Remuneration Committee is satisfied that the Company’s incentive schemes are fit for purpose and continue to be aligned with Company strategy, through choosing performance metrics which reflect the Company’s most important KPIs and are aligned with Company purpose, culture and values. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 117 Strategic Report Corporate Governance Accounts Explanation of performance metrics chosen and the target setting process Performance measures are selected that are aligned to the Company’s strategy. Stretching performance targets are set each year for the annual bonus and LTIP awards. When setting these performance targets, the Remuneration Committee will take into account a number of different reference points, which may include the Company’s business plans and strategy and the market environment. Full payment or vesting will only occur for what the Remuneration Committee considers to be stretching performance. Additionally, the Remuneration Committee has discretion to change formulaic outcomes to ensure that payments made through variable incentive plans are proportionate to the Company’s overall performance. The annual bonus performance targets have been selected to provide an appropriate balance between incentivising directors to meet financial targets for the year and achieving strategic and/or personal objectives. The Remuneration Committee also aims to make sure that targets are set in line with the Company’s risk appetite so as to ensure that executive directors are not incentivised to take inappropriate risks. The LTIP performance targets reflect the Company’s strategic objectives and therefore the financial and strategic decisions which ultimately determine the success of the Company. The LTIP performance measures may be based on key financial and/or strategic and/or total shareholder return related measures. LTIP performance will normally be based on Earnings Per Share, which is a key measure of the Company’s profitability, relative Total Shareholder Return to further strengthen the link between the interests of the executive directors and the shareholders and a performance measure aligned with Environmental Sustainability. The Remuneration Committee retains the ability to adjust or set different performance measures if events occur (such as a change in strategy, a material acquisition and/or a divestment of a Group business or a change in prevailing market conditions) which cause the Remuneration Committee to determine that the alternative measures are more suitable either for a defined period or for the foreseeable future so that they achieve their original purpose. Awards and options may be adjusted in the event of a variation of share capital in accordance with the Scheme rules. Policy for the remuneration of employees generally Remuneration arrangements are determined throughout the Group based on the same principle that reward should be achieved for delivery of the business strategy and should be sufficient to attract and retain high calibre talent. All employees are eligible to receive base salary, retirement benefits and other benefits based on role, seniority and location. The majority of employees are currently eligible to receive awards under an annual bonus plan, with only the most senior employees currently eligible to participate in the LTIP as set out below. The annual bonus arrangements for the senior management team are similar to those for the executive directors in that targets are set annually dependent on financial and/or non-financial performance metrics. The key principles of the remuneration philosophy are applied consistently across the Group below this level, taking account of the seniority of employees. Approach to recruitment remuneration The Policy aims to facilitate the appointment of individuals of sufficient calibre to lead the business and execute the strategy effectively for the benefit of shareholders. When appointing a new director, the Remuneration Committee seeks to ensure that arrangements are in the best interests of the Company and in line with market practice. When agreeing the level of remuneration appropriate for the individual, the Remuneration Committee will take into consideration a number of relevant factors, which may include the calibre of the individual, the candidate’s existing remuneration package, and the specific circumstances of the individual including the jurisdiction from which the candidate was recruited. 118 A.G. BARR p.l.c. Annual Report and Accounts 2025 The Remuneration Committee will typically seek to align the remuneration package, including salary, benefits and pension, with the Policy (as set out in the Policy table). The maximum level of variable remuneration which may be granted (excluding buy-out awards referred to below) is 325% of salary (in line with this Policy). Subject to this overall maximum variable remuneration, incentive awards will only be granted above the normal maximum annual award opportunities where the Remuneration Committee considers there to be a commercial rationale, which may include but is not limited to circumstances where an executive director is recruited at a time in the year when it would be inappropriate to provide a bonus and/or LTIP award for that year as there would not be sufficient time to assess performance. The quantum in respect of the months employed during the year may be transferred to the subsequent year so that reward is provided on a fair and appropriate basis. The Remuneration Committee will ensure that any such awards are linked to the achievement of appropriate and challenging performance targets and will be forfeited if performance or continued employment conditions are not achieved. The Remuneration Committee may also alter the performance measures, performance period and vesting period of the bonus and/or LTIP award, if the Remuneration Committee determines that the circumstances of the recruitment merit such alteration. The rationale would be clearly explained in the Directors’ Remuneration Report following grant. The individual will move over time onto a remuneration package that is consistent with the normal maximum annual bonus and LTIP award opportunities set out in the Policy table. The Remuneration Committee retains discretion to include other remuneration components or awards which are outside the specific terms of the Policy (but subject to the limit on variable remuneration) to facilitate the hiring of candidates of an appropriate calibre, where the Remuneration Committee believes there is a need to do so in the best interests of the Company. The Remuneration Committee would ensure that awards within the 325% of salary variable remuneration limit are linked to the achievement of appropriate and challenging performance measures. The Remuneration Committee will not use this discretion to make a non-performance related incentive payment (for example a “golden hello”). In some circumstances, the Remuneration Committee may make payments or awards to recognise or “buy-out” remuneration arrangements forfeited on leaving a previous employer. The Remuneration Committee will normally aim to do so broadly on a like-for-like basis, taking into account a number of relevant factors regarding the forfeited arrangements, which may include the form of award, any performance conditions attached to the awards and the time at which they would have vested. These payments or awards are excluded from the maximum level of variable remuneration referred to above, however the Remuneration Committee’s intention is that the value awarded would be no higher than the expected value of the forfeited arrangements. Where considered appropriate, such payments or awards will be liable to “malus” and/or “clawback” on early departure. Any share awards referred to in this section will be granted as far as possible under the Company’s existing share plans. If necessary, and subject to the limits referred to above, recruitment awards may be granted outside of these plans as currently permitted under the Listing Rules which allow for the grant of awards to facilitate, in exceptional circumstances, the recruitment of an executive director. Where a position is fulfilled internally, any ongoing remuneration obligations or outstanding variable pay elements shall be allowed to continue according to the original terms. Where necessary, the Company will pay appropriate relocation, travel and subsistence costs. The Remuneration Committee will seek to ensure that no more is paid than is necessary. Fees payable to a newly appointed Chair or non-executive director will be in line with the fee policy in place at the time of appointment. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 119 Strategic Report Corporate Governance Accounts Illustrations of application of Remuneration Policy The charts below set out an illustration of the Policy for 2025/26 in line with the Policy above and include base salary, pension, benefits and incentives. The charts provide an illustration of the proportion of total remuneration made up of each component of the Policy and the value of each component. Euan Sutherland – total remuneration Stuart Lorimer – total remuneration Base salary, benefits and pension Annual Bonus LTIP LTIP + share price appreciation Minimum Target Maximum Maximum (with 50% share price appreciation) 24% 42%100% £739k £1,755k £3,070k £2,571k 34% 32% 29% 39% 27% 24% 33% 16% 24% 42%100% £474k £1,114k £1,944k £1,629k 34% 39% 32% 29% 24% 33% 27% 16% Minimum Target Maximum Maximum (with 50% share price appreciation) ![]() 120 A.G. BARR p.l.c. Annual Report and Accounts 2025 Four scenarios have been illustrated for each executive director: Fixed pay Annual Bonus LTIP Minimum performance Fixed elements of remuneration – base salary, benefits and pension only. Base salary is the forward looking salary (i.e. the salary effective from 1 April 2025) and the value for benefits has been calculated as per the single figure table on page 89 (i.e. the benefits for the year ended 25 January 2025). No bonus. No LTIP vesting. Performance in line with expectations 50% of maximum awarded for achieving target performance (i.e. 62.5% of salary). 60% of maximum award vesting for target performance (i.e. 90% of salary). Maximum performance plus 50% growth in share price 100% of maximum awarded for achieving maximum performance (i.e. 125% of salary). 100% of maximum award vesting for maximum performance (i.e. 150% of salary). 100% of maximum award vesting for maximum performance plus 50% growth in share price (i.e. 225% of salary). LTIP awards are included in the scenarios above at face value with no share price movement included (except in the “maximum plus 50%” scenario). Service contracts Executive directors’ contracts are on a rolling basis and may be terminated on 12 months’ notice by the Company or on 6 months’ notice by the executive director. Service contracts for new executive directors will generally be limited to 12 months’ notice by the Company. In line with the Policy approved at the 2014 AGM, service contracts entered into prior to this date provide for a notice period of 12 months except during the six months following either a takeover of or by the Company or a Company reconstruction. Under these conditions and certain circumstances the executive directors are entitled to a liquidated damages payment equal to the executive director’s basic salary at termination plus the value of all contractual benefits for a two year period. In the event this liquidated damages payment is triggered, the executive director will also be deemed to be a “good leaver” for the purposes of the Company’s share schemes. Given the size of the Company and the sector dynamics at the time the directors were recruited, the Remuneration Committee considered this provision appropriate in order to attract and retain high calibre executive directors. The Remuneration Committee is cognisant of the fact that these provisions do not reflect best practice. It has therefore previously considered the alternatives available to exit these contractual arrangements, including contractual buy-out. However, the Remuneration Committee concluded that it was not feasible to place a value on these rights, in order to remove them from the contracts, which would be acceptable to both parties. It therefore determined that the most appropriate approach would be to maintain the legacy provisions, however for all future appointments after the approval of the 2014 Policy these provisions have not and will not apply. Euan Sutherland’s and Stuart Lorimer’s service contracts do not therefore include the legacy provisions. Non-executive directors are appointed for an initial period of three years, subject to annual re-election by shareholders in accordance with the Code. Their appointments are terminable by either the Company or the directors themselves upon three months’ notice without compensation. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 121 Strategic Report Corporate Governance Accounts Payments for loss of office The principles on which the determination of payments for loss of office will be approached are set out below: Policy Payment in lieu of notice Payments to executive directors upon termination of their service contracts will be equal to 12 months’ base salary or the highest annual salary earned by the executive during the preceding three years, whichever is higher (plus benefits in kind and pension contributions at the discretion of the Remuneration Committee). Annual Bonus This will be at the discretion of the Remuneration Committee on an individual basis and the decision as to whether or not to award a bonus in full or in part will be dependent upon a number of factors, including the circumstances of the individual’s departure and their contribution to the business during the bonus period in question. Any bonus amounts paid will typically be pro-rated for time in service to termination and will, subject to performance, be paid at the usual time. Deferred portion of Annual Bonus Deferred bonus share awards will normally vest in full at the end of the original deferral period. LTIP The extent to which any award under the LTIP will vest would be determined based on the leaver provisions contained within the LTIP rules. The Remuneration Committee shall determine when awards vest in accordance with those provisions. Awards will normally lapse if the participant leaves employment before vesting. However, awards may vest in “good leaver” circumstances, including death, disability, ill-health, injury, sale of the participant’s employer, or any other reason determined by the Remuneration Committee. Any “good leaver” awards will vest at the date of cessation of employment unless the Remuneration Committee decides they should vest at the normal vesting date. In either case, the extent to which an award vests will be determined by the Remuneration Committee taking into account the extent to which the performance conditions have been satisfied and, unless the Remuneration Committee determines otherwise, the proportion of the performance period that has elapsed to the date of cessation of employment. The Remuneration Committee may vest the award on any other basis if it believes there are exceptional circumstances which warrant that. Options are exercisable for six months (12 months in the event of death) from leaving employment or six months (12 months in the event of death) from the normal vesting date as appropriate. Change of control Deferred bonus share awards and awards under the LTIP will generally vest early on a takeover, merger or other corporate reorganisation. The Remuneration Committee will determine the level of vesting taking account of performance conditions and, unless the Remuneration Committee determines otherwise, prorated for time, where applicable. Alternatively, participants may be allowed or required to exchange their awards for awards over shares in the acquiring company. Awards under all-employee share schemes will be expected to vest on a change of control and those which have to meet specific requirements to benefit from permitted tax benefits will vest in accordance with those requirements. Mitigation The executive directors’ service contracts do not provide for any reduction in payments for mitigation or for early payment. Other payments Payments may be made under the Company’s all-employee share plans which are governed by HMRC tax-advantaged plan rules and which cover certain leaver provisions. There is no discretionary treatment of leavers under these plans. In appropriate circumstances, payments may also be made in respect of accrued holiday, outplacement and legal fees. Where a buy-out award is made under the Listing Rules then the leaver provisions would be determined at the time of the award. 122 A.G. BARR p.l.c. Annual Report and Accounts 2025 The Remuneration Committee reserves the right to make additional exit payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a director’s office or employment. In doing so, the Remuneration Committee will recognise and balance the interests of shareholders and the departing executive director, as well as the interests of the remaining directors. Where the Remuneration Committee retains discretion it will be used to provide flexibility in certain situations, taking into account the particular circumstances of the director’s departure and performance. Statement of consideration of employment conditions elsewhere in the Company The Remuneration Committee generally considers pay and employment conditions elsewhere in the Company when considering the executive directors’ remuneration. When considering base salary increases, the Remuneration Committee reviews overall levels of base pay increases offered to other employees. Employees are not actively consulted on directors’ remuneration. The Company has regular contact with union bodies on matters of pay and remuneration for employees covered by collective bargaining or consultation arrangements. Existing contractual arrangements The Remuneration Committee retains discretion to make any remuneration payments and payments for loss of office outside the Policy in this report: • where the terms of the payment were agreed before the Policy came into effect; • where the terms of the payment were agreed at a time when the relevant individual was not a director of the Company and, in the opinion of the Remuneration Committee, the payment was not in consideration of the individual becoming a director of the Company; or • to satisfy contractual commitments under legacy remuneration arrangements. For these purposes, the term “payments” includes the satisfaction of awards of variable remuneration and, in relation to an award over shares, the terms of the payment are agreed at the time the award is granted. The Remuneration Committee may make minor changes to this Policy which do not have a material advantage to directors, to aid in its operation or implementation, taking into account the interests of shareholders but without the need to seek shareholder approval. Statement of consideration of shareholder views During the year, the Remuneration Committee engaged with key shareholders to outline planned adjustments to the remuneration of the Chief Finance and Operating Officer under his expanded remit, inviting their direct feedback. This included a detailed rationale for an exceptional 2025 base salary increase to reflect his expanded role, as well as the alignment of his pension contributions with those available to the wider workforce, addressing a legacy contractual issue, both effective from April 2025. The Committee remains committed to an ongoing dialogue with shareholders and welcomes feedback on executive and non-executive directors’ remuneration. Payments in relation to existing remuneration arrangements The Remuneration Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Remuneration Policy set out above where the terms of the payment were agreed: i. before the date of the 2014 AGM (the date the Company’s first shareholder-approved Remuneration Policy came into effect); ii. after the date of the 2014 AGM and before the Remuneration Policy set out above came into effect, provided that the terms of the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were agreed; or iii. at a time when the relevant individual was not a director of the Company and, in the opinion of the Remuneration Committee, the payment was not in consideration for the individual becoming a director of the Company. For these purposes “payments” includes the Remuneration Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are “agreed” at the time the award is granted. #### DIRECTORS’ #### REMUNERATION REPORT #### CONTINUED ![]() 123 Strategic Report Corporate Governance Accounts The directors present their report and the audited consolidated financial statements of the Group for the 52 weeks (2024: 52 weeks) ended 25 January 2025. Strategic Report The Companies Act 2006 requires the directors to present a review of the business during the year to 25 January 2025 and of the position of the Group at the end of the financial year, together with a description of the principal risks and uncertainties faced. The Strategic Report can be found on pages 1 to 63 and is incorporated by reference into this Directors’ Report. Corporate Governance Statement The Disclosure Guidance and Transparency Rules require certain information to be included in a corporate governance statement in the Directors’ Report. Information that fulfils the requirements of the corporate governance statement can be found in the Corporate Governance Report on pages 66 to 80 and is incorporated by reference into this Directors’ Report. Results and dividends The Group’s profit after tax for the financial year ended 25 January 2025 attributable to equity shareholders amounted to £39.7m (2024: £38.5m). An interim dividend for the current year of 3.10p (2024: 2.65p) per ordinary share was paid on 1 November 2024. In line with its progressive dividend policy, the Board has proposed a final dividend of 13.76p (2024 final dividend: 12.40p) per ordinary share, which will be paid on 7 June 2025 if approved at the Company’s annual general meeting (‘AGM’) on 23 May 2025. The directors have taken advantage of the exemption available under s408 of the Companies Act 2006 and have not presented an income statement for the Company. The Company’s profit for the year was £26.0m (2024: £35.3m). Directors The following were directors of the Company during the financial year ended 25 January 2025 and to the date of this report: • Mark Allen OBE • Euan Sutherland (appointed 1 May 2024) • Stuart Lorimer • Julie Barr • Susan Barratt • Zoe Howorth • Louise Smalley • Nick Wharton • Roger White (resigned 30 April 2024) • Jonathan Kemp (resigned 31 May 2024) • David Ritchie (resigned 31 May 2024) Subject to the Company’s Articles of Association (the ‘Articles’) and any relevant legislation, the directors may exercise all of the powers of the Company and may delegate their power and discretion to committees. The powers of the directors to issue or repurchase ordinary shares are set by resolution at a general meeting of shareholders. The Articles provide that the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing Board. Roger White resigned from the Board on 30 April 2024. Jonathan Kemp resigned from the Board with effect from conclusion of the AGM on 31 May 2024. David Ritchie also resigned from the Board with effect from conclusion of the AGM on 31 May 2024. Euan Sutherland was appointed as a director on 1 May 2024 and was elected as a director with effect from conclusion of the AGM on 31 May 2024. The Articles also give the directors power to appoint and remove directors. Under the terms of reference of the Nomination Committee, any appointment must be recommended by the Nomination Committee for approval by the Board. The Articles require directors to retire and submit themselves for election at the first AGM following appointment and to retire no later than the third AGM after the AGM at which they were last elected or re-elected. However, in order to comply with the 2024 UK Corporate Governance Code, all directors as at the date of this report will submit themselves for re-election at the 2025 AGM. Biographical details of the Board are set out on pages 64 to 65 of this report. #### DIRECTORS’ REPORT ![]() 124 A.G. BARR p.l.c. Annual Report and Accounts 2025 Data on the diversity of the Board and the Executive Management as required by Listing Rule 6.6.6R(10) as at 25 January 2025 is set out below. Data is collected by self-disclosure directly from the individuals concerned. Gender identity or sex Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Executive Management % of Executive Management Men 4 50% 3 5 62.5% Women 4 50% 1 3 37.5% Not specified/preferred not to say – – – – – Ethnic background Number of Board members Percentage of Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Executive Management % of Executive Management White British or other White (including minority-white groups) 8 100% 4 8 100% Mixed/Multiple Ethnic Groups – – – – – Asian/Asian British – – – – – Black/African/Caribbean/Black British – – – – – Other ethnic group, including Arab – – – – – Not specified/prefer not to say – – – – – The Company recognises the importance of Board diversity and at all levels within the Group. The Company is committed to increasing diversity across the business and has put in place a number of initiatives to support the development and promotion of talented individuals, regardless of factors such as gender, age, ethnicity, disability, sexuality and religious belief. More information about progress against our goals can be found in the section headed ‘Diversity and inclusion’ on page 32 of the Strategic Report. As at 25 January 2025, the gender-related diversity targets set in the Listing Rules for the Board are met, with 50% of members being women and one of the senior Board positions being held by a woman. The target that at least one individual on the Board is from a minority ethnic background has not been met. When appointments to the Board are under consideration, candidates from a diversity of backgrounds are considered with a view to meeting this target in the future. Appointments to the Board are made following a formal, rigorous and transparent process, facilitated by the Nomination Committee with the aid of an external search consultancy firm. Directors’ interests Information regarding the directors’ interests in ordinary shares of the Company is provided in the Directors’ Remuneration Report on page 100. No director has any other interest in any shares or loan stock of any Group company. Other than service contracts, no director had a material interest in any contract to which any Group company was a party during the year. There have been the following changes notified in the directors’ shareholdings between 25 January 2025 and 24 March 2025: an increase in Euan Sutherland’s holding of 74 shares and an increase in Stuart Lorimer’s holding of 74 shares. #### DIRECTORS’ REPORT #### CONTINUED ![]() 125 Strategic Report Corporate Governance Accounts Directors’ indemnity provisions As at the date of this report, indemnities are in force between the Company and each of its directors under which the Company has agreed to indemnify each director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out their role as a director of the Company. The directors are also indemnified against the costs of defending any criminal or civil proceedings or any claim in relation to the Company or brought by a regulator as they are incurred, provided that where the defence is unsuccessful the director must repay those defence costs to the Company. The Company’s total liability under each indemnity is limited to £5.0m for each event giving rise to a claim under that indemnity. The indemnities are qualifying third party indemnity provisions for the purposes of the Companies Act 2006. In addition, the Company maintained a Directors’ and Officers’ liability insurance policy throughout the financial year and has renewed that policy. As at the date of this report, indemnities are in force between the Company and each of the directors of the corporate trustee of the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme under which the Company has agreed to indemnify each director, to the extent permitted by law, in respect of certain liabilities incurred in connection with the corporate trustee’s activities as a trustee of such scheme. Research and development The Group undertakes research and development activities in order to develop its range of new and existing products. Expenditure during the year on research and development amounted to £1.6m (2024: £1.5m). Political donations and political expenditure No Group company made any political donations or incurred any political expenditure in the year (2024: £nil). Post balance sheet events Relevant post balance sheet events requiring disclosure are included in Note 31. Employee engagement Information on employee engagement is included in the Corporate Governance Report on pages 72 to 74 and the Strategic Report on page 30. All qualifying employees are entitled to join the All-Employee Savings Related Share Option Scheme (‘SAYE’) and the All-Employee Share Ownership Plan (‘AESOP’). Details of these share schemes are provided below. AESOP The AESOP is HMRC approved and the executive directors participate in both sections of the scheme, which is open to all qualifying employees. The partnership share element provides that for every two shares a participant purchases in the Company, up to a current maximum contribution of £150 per month, the Company will purchase one matching share. The matching shares purchased are held in trust in the name of the individual. There are various rules as to the period of time that the shares must be held in trust but after five years the shares can be released tax free to the participant. The free share element allows participants to receive shares to the value of a common percentage of their earnings, related to the performance of the Group. The maximum value of any annual award is currently £3,600 and the shares awarded are held in trust for five years. Under the terms of the AESOP rules, any award of free shares to employees is made by the Trustee of the AESOP subject to the Company’s consent. Under the terms of this scheme, unless they are a “good leaver” the matching shares will be forfeited if the participant leaves the employment of the Company within three years of the award. All partnership, matching and free shares must be removed from the trust if employment with the Company ceases. SAYE The SAYE is HMRC approved and is available to all qualifying employees, including executive directors. It is based on a three or five year savings contract, which provides the participant with an option to purchase shares after three years or five years (as appropriate) at a discounted price fixed at the time the contract is taken out, or earlier as provided by the scheme rules. No performance conditions require to be met by any participant in order to exercise their option under the SAYE. ![]() 126 A.G. BARR p.l.c. Annual Report and Accounts 2025 Employment of disabled persons The Company strives to build an inclusive and diverse culture where all employees have the opportunity to succeed. Applications for employment by disabled persons are always fully and fairly considered. In the event of employees becoming disabled every effort is made to ensure that their employment will continue. The Company is committed to the fair treatment of people with disabilities regarding recruitment, training, promotion and career development. Stakeholder engagement – section 172(1) statement A statement on how the Company has engaged with key stakeholders, including employees, and the impact of that engagement on the Company’s strategy and the principal decisions taken during the year is set out in the Corporate Governance Report on pages 68 to 75. This statement also summarises how the directors have had regard to the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken during the year. This statement is incorporated by reference into this Directors’ Report. Substantial shareholdings As at 25 January 2025, the Company had been notified under Rule 5 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules of the following interests in the Company’s ordinary share capital: Number of shares % of voting rights Type of holding Lindsell Train Limited (discretionary clients) 11,193,393 9.9915% Indirect The position as at 24 March 2025 remains the same as it did as at 25 January 2025. Share capital As at 25 January 2025, the Company’s issued share capital comprised a single class of ordinary shares of 4 1/6 pence each. All of the Company’s issued ordinary shares are fully paid up and rank equally in all respects. The rights attaching to the shares are set out in the Articles. Note 27 contains details of the ordinary share capital. On a show of hands at a general meeting of the Company every holder of ordinary shares present in person or by proxy and entitled to vote shall have one vote and, on a poll, every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held. The Notice of AGM gives full details of deadlines for exercising voting rights in relation to the resolutions to be considered at the AGM. All proxy votes are counted and the numbers for, against or withheld in relation to each resolution are announced at the AGM and published on the Company’s website after the meeting. Subject to the relevant statutory provisions and the Articles, shareholders are entitled to a dividend where declared and paid out of profits available for such purposes. There are no restrictions on the transfer of ordinary shares in the Company other than: • those which may from time to time be applicable under existing laws and regulations (for example, insider trading laws); and • pursuant to the Company’s Share Dealing Codes and applicable regulations, whereby directors and certain employees of the Company require approval to deal in the Company’s ordinary shares and are prohibited from dealing during closed periods. As at 25 January 2025, the Company had authority, pursuant to the shareholders’ resolution of 31 May 2024, to purchase up to 10% of its issued ordinary share capital. This authority will expire at the conclusion of the 2025 AGM. It is proposed that this authority be renewed at the 2025 AGM, as detailed in the Notice of AGM. #### DIRECTORS’ REPORT #### CONTINUED ![]() 127 Strategic Report Corporate Governance Accounts As at 25 January 2025, Robert Barr Limited, as trustee of the Savings Related Benefit Trust and the All-Employee Share Ownership Plan Trust (the ‘RBL Trustee’), held 0.60% of the issued share capital of the Company in trust for the benefit of the executive directors and employees of the Group. As at 25 January 2025, Equiniti Share Plan Trustees Limited (the ‘AESOP Trustee’) held 0.60% of the issued share capital of the Company in trust for participants in the AESOP. A dividend waiver is in place in respect of the RBL Trustee’s holdings under the Savings Related Benefit Trust. A dividend waiver is in place in respect of shares held by the AESOP Trustee and the RBL Trustee under the AESOP which have not been appropriated to participants. The voting rights in relation to the RBL Trustee’s shareholdings are exercised by the RBL Trustee, who may vote or abstain from voting the shares as it sees fit in respect of shares which are unvested or have not been appropriated to employees. Under the rules of the AESOP, eligible employees are entitled to acquire shares in the Company. Details of the AESOP are set out above. AESOP shares which have been appropriated to participants are held in trust for those participants by the AESOP Trustee. Voting rights in respect of shares which have been appropriated to participants are exercised by the AESOP Trustee on receipt of participants’ instructions. If a participant does not submit an instruction to the AESOP Trustee, no vote is registered in respect of those shares. In addition, the AESOP Trustee does not vote any unappropriated shares held under the AESOP as surplus assets. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights. Change of control All of the Company’s share incentive plans contain provisions relating to a change of control of the Company. The Company’s banking facilities may, at the discretion of the lender, be repayable upon a change of control. Articles of association The Articles may only be amended by a special resolution at a general meeting of shareholders. No amendments are proposed to be made to the existing Articles at the 2025 AGM. Greenhouse gas emissions Disclosures regarding greenhouse gas emissions required by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 are included in the Strategic Report on pages 35 and 45 to 47. This information is incorporated by reference into this Directors’ Report. Task Force on Climate-Related Financial Disclosures (‘TCFD’) Disclosures consistent with the TCFD’s recommendations are included in the Strategic Report on pages 39 to 46. Financial risk management Information on the exposure of the Group to certain financial risks and on the Group’s objectives and policies for managing each of the Group’s main financial risk areas is detailed in the financial risk management disclosure in Note 25. Contracts of significance There were no contracts of significance as defined by Listing Rule 6.6 in existence during the financial year. Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 1 to 63. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial review on pages 50 to 54. After making the appropriate enquiries, the directors have concluded that the Group will be able to meet its financial obligations for the foreseeable future and therefore have a reasonable expectation that the Company and the Group overall have adequate resources to continue in operational existence for the foreseeable future (being at least one year following the date of approval of this annual report) and, accordingly, consider it appropriate to adopt the going concern basis in preparing the financial statements. The Company’s viability statement is set out on page 63 of the Strategic Report. ![]() 128 A.G. BARR p.l.c. Annual Report and Accounts 2025 Directors’ statement as to disclosure of information to auditor So far as each director is aware, there is no relevant audit information (as defined by the Companies Act 2006) of which the Company’s auditor is unaware. Each director has taken all steps that ought to be taken by a director to make themselves aware of and to establish that the auditor is aware of any relevant audit information. Auditor The Audit and Risk Committee has responsibility delegated from the Board for making recommendations on the appointment, reappointment, removal and remuneration of the external auditor. The auditor, Deloitte LLP, has indicated its willingness to continue in office and a resolution to appoint Deloitte LLP as auditor of the Company and its subsidiaries, and to authorise the Audit and Risk Committee to fix their remuneration, will be proposed at the 2025 AGM. Cautionary statement This report is addressed to the shareholders of A.G. BARR p.l.c. and has been provided solely to provide information to them. This report is intended to inform the shareholders of the Group’s performance during the year ended 25 January 2025. This report contains forward-looking statements based on knowledge and information available to the directors as at the date the report was prepared. These statements should be treated with caution due to the inherent uncertainties underlying any forward-looking information and any statements about the future outlook may be influenced by factors that could cause actual outcomes and results to be materially different. Annual General Meeting The Company’s 2025 AGM will be held at 12.00 p.m. on 23 May 2025 at the offices of Ernst & Young LLP, G1 Building, 5 George Square, Glasgow, G2 1DY. The Notice of the AGM is set out on pages 196 to 203 of this report. A description and explanation of the resolutions to be considered at the 2025 AGM is set out on pages 198 to 200 of this report. Recommendation to shareholders The Board considers that all the resolutions to be considered at the 2025 AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them. By order of the Board Christopher K. O’Donnell Company Secretary 25 March 2025 #### DIRECTORS’ REPORT #### CONTINUED ![]() 129 Strategic Report Corporate Governance Accounts The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The directors have also chosen to prepare the parent company financial statements under United Kingdom adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the consolidated profit or loss for that period. In preparing each of the Group and parent Company financial statements, International Accounting Standard 1 requires that directors: • Properly select and apply accounting policies; • Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; • Provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group and parent Company’s financial position and financial performance; and • Make an assessment of the Company’s ability to continue as a going concern. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. A copy of the Group and parent Company financial statements has been placed on the Company’s website, www.agbarr.co.uk. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ statement pursuant to the disclosure and transparency rules Each of the directors, whose names and functions are set out on pages 64 to 65 of this report, confirm that, to the best of their knowledge: • The financial statements, prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position of the Group and parent Company and of the consolidated profit; • The Annual Report and Accounts includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties faced by the Group; and • They consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. By order of the Board Euan Sutherland Stuart Lorimer Chief Executive Officer Chief Finance and Operating Officer 25 March 2025 25 March 2025 #### STATEMENT OF DIRECTORS’ RESPONSIBILITIES #### IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS ![]() 130 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 1. Opinion In our opinion: • the financial statements of A.G. Barr p.l.c. (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view of the state of the group’s and of the parent company’s affairs as at 25 January 2025 and of the group’s profit for the year then ended; • the group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards; • the parent company financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements which comprise: • the consolidated income statement; • the consolidated statement of comprehensive income; • the consolidated and parent company balance sheets; • the consolidated and parent company statements of changes in equity; • the consolidated and parent company cash flow statement; and • the related notes 1 to 31. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom adopted international accounting standards and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. 2. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services provided to the group and parent company for the year are disclosed in note 3 to the financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 3. Summary of our audit approach Key audit matters The key audit matter that we identified in the current year was: • Completeness and valuation of brand support discounts and cost accruals Materiality The materiality that we used for the group financial statements was £2.9m (2024: £2.5m) which was determined on the basis of 5% (2024: 5%) of adjusted profit before tax. Scoping We performed audit procedures across 4 components accounting for 97% of revenue, 99% of profit before tax and 96% of net assets. We have performed analytical procedures on the residual balances. Significant changes in our approach There have been no significant changes in our approach. #### INDEPENDENT #### AUDITOR’S #### REPORT TO THE #### MEMBERS OF A.G. BARR P.L.C. ![]() 131 Strategic Report Corporate Governance Accounts 4. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included: • Challenging underlying data and considering the impact of economic uncertainty on the assumptions, with reference to historical performance and other external data; • Assessing the integrity of the model used to prepare the forecasts, testing the clerical accuracy of those forecasts, and considering the historical accuracy of the forecasts prepared by management; • Assessing the headroom in the forecasts (liquidity and covenants) by evaluating the financing facilities that are in place during the forecast period including the repayment terms and covenants, and assessing whether these have been appropriately reflected in the model; • Assessing the reasonableness of the downside scenarios and sensitivities performed by management; and • Assessing the appropriateness of the going concern disclosures in the financial statements. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 5. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 5.1. Completeness and valuation of brand support discounts and cost accruals Key audit matter description Brand support discounts and cost accruals within trade and other payables of £16.7m (2024: £12.5m). The Group incurs significant costs in agreeing sales discounts to support and develop its brands, with commercial teams agreeing joint business plans with customers. Estimation is required in determining the level of variable consideration recognised, as there are timing delays in receiving information on volume sold; therefore when computing the amounts to be recognised in the financial statement, management are required to estimate total sales volumes. As such, in cases where sales discounts, promotions and brand support campaigns span the year-end and where settlement has not been fully agreed at year-end, or where prior year claims arise, the year-end accrual can depend on information not yet made available by the customer. Total amounts earned by the customer are deducted from revenue. Further details are included within “Key Sources of Estimation Uncertainty” as disclosed in the accounting policies within note 1 to the financial statements. Due to the high level of estimation involved, we have determined there is a potential for fraud through possible manipulation of this balance. Brand support discounts and cost accruals are included within note 22 to the financial statements. The Audit and Risk Committee’s consideration in respect of the risk is included on page 82. ![]() 132 A.G. BARR p.l.c. Annual Report and Accounts 2025 How the scope of our audit responded to the key audit matter The audit procedures we performed in respect of this matter included: • Obtaining an understanding of and testing the relevant controls over the brand support discounts and cost accruals process; • Meeting with the commercial teams to understand and challenge the brand support discounts in place, by assessing the movements in the brand support accrual; • Testing a sample of customers with characteristics of audit interest, such as customer receiving material brand support investment, customers with material open promotions at year end, and customers with significant buying power, assessing the accuracy of current year accruals; • Performing a stand back assessment on judgements made in the previous year, including examining a sample of accrual releases and assessing the additional variable consideration recognised; • Examining a sample of key commercial contracts and joint business plans to assess whether the composition of the accrual is in line with the underlying commercial agreement; • Obtaining confirmations directly from customers for a sample of open accruals. In cases where no confirmation reply is received, we performed alternative procedures involving understanding the basis for the accrual and recalculating the expected accrual based on related sales information; • Selecting a sample of settlements and releases made after the year-end to determine the accuracy of the accrual; and • Assessing the appropriateness of the key sources of estimation uncertainty sensitivity disclosures made in the financial statements. Key observations We concluded that completeness and valuation of brand support discounts and cost accruals were appropriate. #### INDEPENDENT #### AUDITOR’S #### REPORT TO THE #### MEMBERS OF A.G. BARR P.L.C. #### CONTINUED ![]() 133 Strategic Report Corporate Governance Accounts 6. Our application of materiality 6.1. Materiality We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Group financial statements Parent company financial statements Materiality £2.93m (2024: £2.51m) £2.64m (2024: £2.26m) Basis for determining materiality 5% (2024: 5%) of adjusted profit before tax. Parent company materiality equates to 0.8% (2024: 0.8%) of revenue, capped at 90% (2024: 90%) of Group materiality. Rationale for the benchmark applied We have used adjusted profit before tax as the benchmark for our determination of materiality as we consider this to be the critical performance measure for the Group on the basis that it is a key metric to analysts and investors. The adjusted items in the year are summarised on page 193. We have used revenue as the benchmark for our determination of materiality as we consider this to be the key driver of the business. As statutory materiality would be higher than component materiality, we have capped materiality to be 90% of group materiality being £2.64m (2024: £2.26m). 90% is deemed to be appropriate based on the company only contribution to the Group. Group materiality Adjusted profit before tax Component materiality range £0.7m to £1.8m Audit and Risk Committee reporting threshold £0.15m Group materiality £2.9m Adjusted profit before tax £58.50m 6.2. Performance materiality We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Group financial statements Parent company financial statements Performance materiality 70% (2024: 70%) of group materiality 70% (2024: 70%) of parent company materiality Basis and rationale for determining performance materiality In determining performance materiality, we considered the following factors: • Our risk assessment, including our assessment of the group’s overall control environment and whether we were able to rely on controls over a number of business processes; and • Our past experience of the audit, and our consideration of the number of corrected and uncorrected misstatements identified in prior periods. ![]() 134 A.G. BARR p.l.c. Annual Report and Accounts 2025 6.3. Error reporting threshold We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £146,000 (2024: £125,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. 7. An overview of the scope of our audit 7.1. Identification and scoping of components Our group audit was scoped by developing an audit plan for each significant account. Through discussion with IT, internal audit, and the group and component finance teams and by performing walkthroughs of processes across each of these areas, including group-wide controls, and assessing the risk of material misstatement at a group level, we assessed the qualitative and quantitative characteristics of each Financial Statement line item and considered the relative contribution of each component to these line items. Based on this assessment, we focused our work on 4 (2024: 4) components which represent 97% of revenue (2024: 97%), 99% of profit before tax (2024: 99%) and 96% of net assets (2024: 100%). 97% 3% Revenue 96% 4% Net Assets 99% 1% Profit before tax Testing procedures Analytical review We performed audit procedures to performance materiality levels applicable to each component, which was lower than the group performance materiality level and ranged from £0.7m to £1.8m (2024: £0.6m to £1.6m). The components that we performed audit procedures on are as follows: • A.G. BARR p.l.c. • FUNKIN Limited • Rubicon Drinks Limited • Boost Drinks Limited The remaining components were subject to analytical reviews. Our audit work on these components was executed at component materiality, capped at 35% of group materiality. At the group level, we also tested the consolidation process. All work was performed by the group engagement team. 7.2. Our consideration of the control environment With the involvement of our IT specialist we obtained an understanding of the relevant IT environment and tested relevant general IT controls. We tested and relied on the effectiveness of business controls for certain components within the revenue and brand support accrual business process cycles. As such we obtained an understanding and tested these controls. The Audit and Risk Committee discusses their review of the effectiveness of risk management and internal control on page 82. #### INDEPENDENT #### AUDITOR’S #### REPORT TO THE #### MEMBERS OF A.G. BARR P.L.C. #### CONTINUED ![]() 135 Strategic Report Corporate Governance Accounts 7.3. Our consideration of climate-related risks In planning our audit, we have considered the potential impact of climate change on the group’s business and its financial statements. The group has assessed the risk and opportunities relevant to climate change and has included this risk as a principal risk across the group. The risk has also been considered and embedded into the businesses as explained in the Strategic report on pages 55 to 63. As part of our audit, we have obtained management’s climate-related risk assessment and held discussions with those charged with governance to understand the process of identifying climate-related risks, the determination of mitigating actions and to evaluate the impact on the group’s financial statements. While management has acknowledged that the transition and physical risks posed by climate change have the potential to impact the medium to long term success of the business, they have assessed that there is no material impact arising from climate change on the judgments and estimates made in the financial statements as at 25 January 2025 as explained in note 1 on page 146. We performed our own qualitative risk assessment of the potential impact of climate change on the group’s financial statements. Our procedures include evaluating the appropriateness of disclosures, in conjunction with our internal ESG specialists, included in note 1 to the financial statements and reading disclosures included in the Strategic Report to consider whether they are materially consistent with the financial statements and our knowledge obtained in the audit. 8. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 9. Responsibilities of directors As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. 10. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. 136 A.G. BARR p.l.c. Annual Report and Accounts 2025 11. Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 11.1. Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • the nature of the industry and sector, control environment and business performance including the design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets; • results of our enquiries of management, internal audit, the directors and the Audit and Risk Committee about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s sector; • any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to: o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; o the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; • the matters discussed among the audit engagement team and relevant internal specialists, including valuations, pensions and IT specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the completeness and valuation of brand support discounts and cost accruals. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules, pensions legislation and tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the group’s operating licence and environmental regulations. 11.2. Audit response to risks identified As a result of performing the above, we identified completeness and valuation of brand support discounts and cost accruals as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. In addition to the above, our procedures to respond to risks identified included the following: • reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; • enquiring of management, the Audit and Risk Committee and in-house legal counsel concerning actual and potential litigation and claims; • performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; • reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC; • in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. #### INDEPENDENT #### AUDITOR’S #### REPORT TO THE #### MEMBERS OF A.G. BARR P.L.C. #### CONTINUED ![]() 137 Strategic Report Corporate Governance Accounts #### REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS 12. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report. 13. Corporate Governance Statement The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the group’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit: • the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 127; • the directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers and why the period is appropriate set out on page 63; • the directors' statement on fair, balanced and understandable set out on page 129; • the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 57 to 62; • the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 79; and • the section describing the work of the audit committee set out on pages 81 to 83. 14. Matters on which we are required to report by exception 14.1. Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not received all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. 14.2. Directors’ remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. ![]() 138 A.G. BARR p.l.c. Annual Report and Accounts 2025 15. Other matters which we are required to address 15.1. Auditor tenure Following the recommendation of the Audit and Risk Committee, we were appointed on 31 May 2017 to audit the financial statements for the year ending 27 January 2018 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is eight years, covering the years ending 27 January 2018 to 25 January 2025. 15.2. Consistency of the audit report with the additional report to the audit committee Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (UK). 16. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R. David Mitchell CA (Senior statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor Glasgow, United Kingdom 25 March 2025 #### INDEPENDENT #### AUDITOR’S #### REPORT TO THE #### MEMBERS OF A.G. BARR P.L.C. #### CONTINUED ![]() 139 Strategic Report Corporate Governance Accounts | | | | | | --- | --- | --- | --- | | | | 2025 | 2024 | | | Note | £m | £m | | Revenue | 2 | 420. 4 | 400.0 | | Cost of sales | | (2 5 6 .1) | (2 4 5 . 8) | | Gross profit | 2 | 164 .3 | 154. 2 | | Operating expenses | 5 | (11 2 . 6) | (1 0 4 .1) | | Operating profit | | 51. 7 | 50 .1 | | Finance income | 6 | 2 .0 | 1.4 | | Finance costs | 6 | (0 . 5) | (0. 2) | | Profit before tax | | 53. 2 | 51. 3 | | Tax on profit | 7 | (13. 5) | (1 2 . 8) | | Profit attributable to equity holders | | 39.7 | 38.5 | | Earnings per share (pence) | | | | | Basic earnings per share | 8 | 35. 81 | 34 .59 | | Diluted earnings per share | 8 | 35.43 | 34 . 24 | #### CONSOLIDATED #### INCOME #### STATEMENT #### FOR THE #### YEAR ENDED #### 25 JANUARY 2025 ![]() 140 A.G. BARR p.l.c. Annual Report and Accounts 2025 | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Group | | Company | | | | | 2025 | 2024 | 2025 | 2024 | | | Note | £m | £m | £m | £m | | Non-current assets | | | | | | | Intangible assets | 10 | 129. 2 | 13 0. 4 | 34.5 | 1.6 | | Property, plant and equipment | 11 | 118.0 | 109. 0 | 99.5 | 90.1 | | Right-of-use assets | 12 | 5.0 | 5.2 | 22.6 | 22.4 | | Loans and receivables | 13 | – | – | 2.6 | 2.6 | | Investment in subsidiary undertakings | 14 | – | – | 93.7 | 125.9 | | Investment in associates | 15 | – | – | – | – | | Retirement benefit surplus | 26 | 6.8 | 3. 2 | 20.6 | 17.6 | | | | 259.0 | 2 4 7. 8 | 273.5 | 260.2 | | Current assets | | | | | | | Inventories | 18 | 31. 7 | 36.5 | 27.8 | 28.1 | | Trade and other receivables | 20 | 76 . 8 | 63.8 | 69.8 | 49.2 | | Derivative financial instruments | 13 | 0. 2 | – | 0.2 | – | | Current tax asset | | 0.4 | – | 3.3 | 2.1 | | Available for sale assets | 19 | 0.9 | – | 0.9 | – | | Short-term investments | 16 | 42 . 5 | 20.0 | 42.5 | 20.0 | | Cash and cash equivalents | 17 | 21. 4 | 33 .6 | 16.7 | 22.4 | | | | 173. 9 | 153.9 | 161.2 | 121.8 | | Total assets | | 432 .9 | 401 .7 | 434.7 | 382.0 | | Current liabilities | | | | | | | Trade and other payables | 22 | 73. 2 | 70 . 3 | 90.0 | 59.6 | | Derivative financial instruments | 13 | 0. 3 | 0. 3 | 0.3 | 0.3 | | Lease liabilities | 12, 21 | 1.8 | 1.8 | 3.7 | 3.1 | | Provisions | 23 | 1 .1 | 0. 5 | 0.6 | 0.3 | | Current tax liabilities | | – | 0.7 | – | – | | | | 76 . 4 | 73.6 | 94.6 | 63.3 | | Non-current liabilities | | | | | | | Deferred tax liabilities | 24 | 36.0 | 32. 3 | 23.9 | 12.9 | | Lease liabilities | 12, 21 | 2 .8 | 3 .1 | 16.1 | 17.0 | | Derivative financial instruments | 13 | 0.1 | – | 0.1 | – | | | | 38.9 | 35.4 | 40.1 | 29.9 | | Capital and reserves | | | | | | | Share capital | 27 | 4.7 | 4.7 | 4.7 | 4.7 | | Share premium account | 27 | 0.9 | 0.9 | 0.9 | 0.9 | | Share options reserve | 27 | 3 .6 | 4.0 | 3.6 | 4.0 | | Other reserves | 27 | – | (0.1) | – | (0.1) | | Retained earnings | 27 | 308. 4 | 283 . 2 | 290.8 | 279.3 | | | | 3 1 7. 6 | 292. 7 | 300.0 | 288.8 | | Total equity and liabilities | | 432 .9 | 401.7 | 434.7 | 382.0 | The Company reported a profit for the financial year ended 25 January 2025 of £26 .0m (28 January 2024: £35 . 3m) and has taken the exemption under s408 from disclosing the separate Company only income statement. Company Number: SC005653 The financial statements on pages 139 to 191 were approved by the Board of Directors and authorised for issue on 25 March 2025 and were signed on its behalf by: Euan Sutherland Stuart Lorimer Chief Executive Officer Chief Finance and Operating Officer #### STATEMENTS #### OF FINANCIAL #### POSITION AS AT 25 JANUARY 2025 ![]() 141 Strategic Report Corporate Governance Accounts | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Group | | Company | | | | | 2025 | 2024 | 2025 | 2024 | | | Note | £m | £m | £m | £m | | Profit for the year | | 39.7 | 38.5 | 26.0 | 35.3 | | Other comprehensive income | | | | | | | Items that will not be reclassified to profit or loss | | | | | | | Remeasurements on defined benefit pension plans | 26 | 0.1 | 0.7 | 0.1 | 0.7 | | Deferred tax movements on pensions | 24 | 1.5 | (0 . 2) | 1.5 | (0.2) | | Items that will be or have been reclassified to profit or loss | | | | | | | Gain/(loss) arising on cash flow hedges during the period | 13 | 0.1 | (0 . 3) | 0.1 | (0.3) | | Deferred tax movements on items above | 24 | – | 0.1 | – | 0.1 | | Other comprehensive income for the year, net of tax | | 1.7 | 0.3 | 1.7 | 0.3 | | Total comprehensive income attributable to equity holders of the parent | | 41. 4 | 38.8 | 27.7 | 35.6 | #### STATEMENT OF #### COMPREHENSIVE #### INCOME #### FOR THE #### YEAR ENDED #### 25 JANUARY 2025 ![]() 142 A.G. BARR p.l.c. Annual Report and Accounts 2025 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Share | Share premium | Share options | Other | Retained | | | | | capital | account | reserve | reserves | earnings | Total | | Group | Note | £m | £m | £m | £m | £m | £m | | At 28 January 2024 | | 4.7 | 0.9 | 4.0 | (0 .1) | 283. 2 | 292.7 | | Profit for the year | | – | – | – | – | 39. 7 | 39.7 | | Other comprehensive income | | – | – | – | 0 .1 | 1.6 | 1.7 | | Total comprehensive income for the year | | – | – | – | 0.1 | 41 . 3 | 41. 4 | | Company shares purchased for use by employee benefit trusts | 27 | – | – | – | – | (2 .7) | (2 .7) | | Proceeds on disposal of shares by employee benefit trusts | | – | – | – | – | 1.0 | 1.0 | | Recognition of share-based payment costs | 28 | – | – | 2.4 | – | – | 2.4 | | Transfer of reserve on share award | | – | – | (2 . 9) | – | 2 .8 | (0 .1) | | Deferred tax on items taken direct to reserves | 24 | – | – | 0.1 | – | – | 0.1 | | Dividends paid | 9 | – | – | – | – | (1 7. 2) | (1 7. 2) | | At 25 January 2025 | | 4.7 | 0.9 | 3.6 | – | 308. 4 | 3 1 7. 6 | | | | Share | Share premium | Share options | Other | Retained | | | | | capital | account | reserve | reserves | earnings | Total | | Group | Note | £m | £m | £m | £m | £m | £m | | At 29 January 2023 | | 4.7 | 0.9 | 3.4 | 0.1 | 259. 7 | 268 . 8 | | Profit for the year | | – | – | – | – | 38. 5 | 38.5 | | Other comprehensive (expense)/income | | – | – | – | (0. 2) | 0.5 | 0. 3 | | Total comprehensive (expense)/income for the year | | – | – | – | (0. 2) | 39.0 | 38 .8 | | Company shares purchased for use by employee benefit trusts | 27 | – | – | – | – | (3 . 6) | (3 . 6) | | Proceeds on disposal of shares by employee benefit trusts | | – | – | – | – | 1.3 | 1.3 | | Recognition of share-based payment costs | 28 | – | – | 2 .1 | – | – | 2 .1 | | Transfer of reserve on share award | | – | – | (1 . 6) | – | 1.5 | (0 .1) | | Deferred tax on items taken direct to reserves | 24 | – | – | 0.1 | – | – | 0.1 | | Dividends paid | 9 | – | – | – | – | (14. 7) | (14 . 7) | | At 28 January 2024 | | 4.7 | 0.9 | 4 .0 | (0 . 1) | 28 3 . 2 | 292.7 | #### STATEMENT #### OF CHANGES #### IN EQUITY #### FOR THE #### YEAR ENDED #### 25 JANUARY 2025 ![]() 143 Strategic Report Corporate Governance Accounts Company Note Share capital £m Share premium account £m Share options reserve £m Other reserves £m Retained earnings £m Total £m At 28 January 2024 4.7 0.9 4.0 (0.1) 279.3 288.8 Profit for the year – – – – 26.0 26.0 Other comprehensive income – – – 0.1 1.6 1.7 Total comprehensive income for the year – – – 0.1 27.6 27.7 Company shares purchased for use by employee benefit trusts 27 – – – – (2.7) (2.7) Proceeds on disposal of shares by employee benefit trusts – – – – 1.0 1.0 Recognition of share-based payment costs 28 – – 2.4 – – 2.4 Transfer of reserve on share award – – (2.9) – 2.8 (0.1) Deferred tax on items taken direct to reserves 24 – – 0.1 – – 0.1 Dividends paid 9 – – – – (17. 2) (17.2) At 25 January 2025 4.7 0.9 3.6 – 290.8 300.0 Company Note Share capital £m Share premium account £m Share options reserve £m Other reserves £m Retained earnings £m Total £m At 29 January 2023 4.7 0.9 3.3 0.1 259.0 268.0 Profit for the year – – – – 35.3 35.3 Other comprehensive (expense)/income – – – (0.2) 0.5 0.3 Total comprehensive (expense)/income for the year – – – (0.2) 35.8 35.6 Company shares purchased for use by employee benefit trusts 27 – – – – (3.6) (3.6) Proceeds on disposal of shares by employee benefit trusts – – – – 1.3 1.3 Recognition of share-based payment costs 28 – – 2.1 – – 2.1 Transfer of reserve on share award – – (1.5) – 1.5 – Deferred tax on items taken direct to reserves 24 – – 0.1 – – 0.1 Dividends paid 9 – – – – (14.7) (14.7) At 28 January 2024 4.7 0.9 4.0 (0.1) 279.3 288.8 #### STATEMENT #### OF CHANGES #### IN EQUITY #### FOR THE #### YEAR ENDED #### 25 JANUARY 2025 ![]() 144 A.G. BARR p.l.c. Annual Report and Accounts 2025 | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Group | | Company | | | | | 2025 | 2024 | 2025 | 2024 | | | Note | £m | £m | £m | £m | | Operating activities | | | | | | | Profit for the period before tax | | 53. 2 | 51. 3 | 36.5 | 44.9 | | Adjustments for: | | | | | | | Interest and dividends receivable | 6 | (2 . 0) | (1 . 4) | (4.0) | (8.4) | | Interest payable | 6 | 0. 5 | 0. 2 | 0.8 | 0.2 | | Subsidiary acquisition adjustment | | – | – | 6.5 | – | | Impairment of assets classified as available for sale | 19 | 1 .6 | – | 1.6 | – | | Impairment of investment in associate | 15 | – | 0.7 | – | 0.7 | | Write off of loans and receivables | | – | 1.5 | – | 1.5 | | Contingent consideration | 24 | – | (0. 8) | – | (0.8) | | Depreciation of property, plant and equipment | 3 | 11.0 | 11 .2 | 10.4 | 10.6 | | Amortisation of intangible assets | 3 | 1.2 | 1 .1 | 1.2 | 1.1 | | Share-based payment costs | | 2.4 | 2 .1 | 2.4 | 2.1 | | Gain on sale of property, plant and equipment | | (0 . 3) | (0 . 5) | (0.3) | (0.5) | | Operating cash flows before movements in working capital | | 67 .6 | 65. 4 | 55.1 | 51.4 | | Decrease/(increase) in inventories | | 4.8 | (1.8) | 0.3 | (5.4) | | Increase in receivables | | (1 3 . 0) | (3 . 4) | (11.8) | (6.3) | | Increase in payables | | 1.5 | – | 19.7 | 9.9 | | Difference between employer pension contributions and amounts recognised in the income statement | | (3 . 3) | – | (3.3) | – | | Cash generated by operations | | 5 7. 6 | 60.2 | 60.0 | 49.6 | | Tax paid | | (9. 3) | (11. 7) | (9.3) | (11.2) | | Net cash from operating activities | | 48. 3 | 48.5 | 50.7 | 38.4 | | Investing activities | | | | | | | Acquisition of subsidiary (net of cash acquired) | 14 | – | (1 2 . 3) | – | (12.3) | | Cash acquired on subsidiary transfer | | – | – | 3.7 | – | | Loans made | | – | – | – | (0.8) | | Purchase of property, plant and equipment | | (1 9. 2) | (1 7. 8) | (19.1) | (17. 7 ) | | Proceeds on sale of property, plant and equipment | | 1.0 | 0.6 | 1.0 | 0.6 | | Funds placed on fixed term deposit | 16 | (9 0 . 5) | (2 0 .0) | (90.5) | (20.0) | | Funds returned from fixed term deposit | 16 | 68.0 | 40.0 | 68.0 | 40.0 | | Interest received | | 1.4 | 1.4 | 1.4 | 1.4 | | Net cash used in investing activities | | (3 9. 3) | (8 . 1) | (35.5) | (8.8) | | Financing activities | | | | | | | Loans made | | – | 5.0 | – | 5.0 | | Loans repaid | 21 | – | (5 . 7) | – | (5.0) | | Lease payments | 21 | (2 .1) | (1 . 9) | (1.8) | (1.7) | | Purchase of Company shares by employee benefit trusts | 27 | (2 .7) | (3 . 6) | (2.7) | (3.6) | | Proceeds from disposal of Company shares by employee benefit trusts | 27 | 1.0 | 1.3 | 1.0 | 1.3 | | Dividends paid | 9 | (1 7. 2) | (14 .7) | (17.2) | (14.7) | | Interest paid | | (0 . 2) | (0 . 1) | (0.2) | – | | Net cash used in financing activities | | (21 . 2) | (19.7) | (20.9) | (18.7) | | Net (decrease)/increase in cash and cash equivalents | | (1 2 . 2) | 20. 7 | (5.7) | 10.9 | | Cash and cash equivalents at beginning of year | | 33.6 | 12.9 | 22.4 | 11.5 | | Cash and cash equivalents at end of year | | 21. 4 | 33.6 | 16.7 | 22.4 | Non-cash transactions During the year the Company received a £nil (2024: £7.0m) dividend from Rubicon Drinks Limited, £0.8m dividend from Rio Tropical Limited and £1.1m dividend from Boost Drink Limited, being other Group companies. These were satisfied by way of a dividend in specie using the intercompany balances due by the Company to each respective company. #### CASH FLOW #### STATEMENTS #### FOR THE #### YEAR ENDED #### 25 JANUARY 2025 ![]() 145 Strategic Report Corporate Governance Accounts 1. Accounting Policies General information A.G. BARR p.l.c. (the “Company”) and its subsidiaries (together the “Group”) manufacture, distribute and sell a range of beverages. The Group has manufacturing sites in the UK and sells mainly to customers in the UK with some international sales. The Company is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in Scotland. The address of its registered office is Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD. The financial year represents the 52 weeks ended 25 January 2025 (prior financial year 52 weeks ended 28 January 2024). Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis of preparation The consolidated and parent Company financial statements of A.G. BARR p.l.c. have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK. They have been prepared under the historical cost accounting rules except for the derivative financial instruments and the assets of the Group pension scheme which are stated at fair value and the liabilities of the Group pension scheme which are valued using the projected unit credit method. Going concern The directors have adopted the going concern basis in preparing these accounts after assessing the principal risks. The most significant potential financial impact would be due to a significant reduction in sales. The revenue and operational leverage impact of such a volume loss would have a negative impact on Group profitability, however the scenario modelling indicates that the Group would maintain sufficient liquidity headroom without utilising the existing facilities or breaching the financial covenants of the revolving credit facility over the next 12 months. We would anticipate a recovery in the following years as our experience through the Covid-19 pandemic has reinforced our confidence that the Group can remain profitable and cash-generative through prolonged disruption and fully recover after such events. The Group has £20m of committed and unutilised credit facilities providing the business with a secure funding platform. The facility expires in February 2026 and we currently have no plans to renew it. The directors believe the Group could access short-term credit facilities if needed. The directors believe that the Group is well placed to manage its financing and other business risks satisfactorily, and have a reasonable expectation that the Group and parent Company will have adequate resources to continue in operation for at least 12 months from the signing date of these consolidated financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed on page 154. The directors have taken advantage of the exemption available under s408 of the Companies Act 2006 and have not presented a separate income statement or statement of comprehensive income for the Company . #### NOTES TO THE #### ACCOUNTS 146 A.G. BARR p.l.c. Annual Report and Accounts 2025 1. Accounting Policies continued Climate change considerations The Group continuously takes steps to reduce its environmental footprint as part of the wider transition to a low carbon, climate-resilient economy. The Group has set near and long-term science-based emission reduction targets, including net-zero by 2050. The Group has considered the impact of these targets on its financial statements. Actions taken to date or planned for the future, including increasing the use of recycled materials in our products and reducing the energy intensity of our operations, require changes to the way we work but at present aren’t expected to significantly alter the Group’s cost base. The financial impact of climate-related matters has been reflected in the Group’s business plan for future years, which, for example, are used in the Group’s impairment tests for goodwill and intangibles. Medium to longer term climate related risks have been assessed with the potential financial impact being between 3% and 10% of turnover or profit on moderate impact risks and between 10% and 25% for major impact risks respectively. For further details, see the TCFD and CFD disclosures on pages 39 to 47 for more information. Changes in accounting policy and disclosures (a) New and amended standards adopted by the Group A number of new or amended standards became applicable for the current reporting period and the Group had to change its accounting policies as a result of adopting the following standards: • Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendment to IAS 1; • Lease liability in sale and leaseback – Amendments to IFRS 16; and • Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7. The amendments listed above do not have a material impact on the results for the current and prior reporting periods. (b) New standards, amendments and interpretations issued but not effective for the financial year beginning 26 January 2025 and not adopted early Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for 25 January 2025 reporting periods and have not been early adopted by the Group. These standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting periods or on foreseeable future transactions. Consolidation – subsidiaries Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date over which control commences until the date on which control ceases. On the acquisition of a business, identifiable assets and liabilities acquired are measured at their fair value. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued. Any contingent consideration is recognised at fair value at the acquisition date and subsequently until it is settled. The cost of the acquisition in excess of the Group’s interest in the net fair value of the identifiable net assets acquired is recorded as goodwill. Non-controlling interests represent the portion of comprehensive income and equity in subsidiaries that is not attributable to the parent Company shareholders and is presented separately from the parent shareholders’ equity in the Consolidated Balance Sheet. Intercompany transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in net assets are also eliminated. Accounting policies of subsidiaries are consistent with those adopted by the Group. #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 147 Strategic Report Corporate Governance Accounts Revenue recognition Revenue is recognised when control of the goods has passed to the buyer. All revenue is recognised on a point of time basis being primarily the point of delivery to customers’ sites. The majority of goods are dispatched by the Group’s own distribution network and delivery often occurs on the day of dispatch although some are a few days later, therefore, revenue is recognised on delivery to the customer site. None of the Group’s contractual arrangements lead to revenue being recognised over time. Revenue is the net invoiced sales value, after deducting promotional sales related discounts invoiced by customers, including: brand support costs; customer incentives; and exclusive of value added tax of goods and services supplied to external customers during the year. Brand support costs are investments in customer promotional activities. Sales are recorded based on the price specified in the sales invoices, net of any agreed discounts and rebates. Brand support accruals are included in the statement of financial position. Sales related discounts and rebates are calculated based on the expected amounts necessary to meet the claims of the Group’s customers in respect of these discounts and rebates. When the Group expects to grant a discount or rebate to a customer, this is treated as variable consideration and adjustments are made to the transaction price using the expected value method. This variable consideration is only included to the extent that it is highly probable the inclusion will not result in a significant revenue reversal in the future. Excise tax For the cocktail business, excise duties become payable on alcoholic products when goods are moved from bonded warehouses. This duty is effectively a production tax, borne by the Group and passed on in full to customers through pricing. Excise duty on our own-produced goods are included within cost of goods sold and net revenue as all sales are delivered duty paid. Segment reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components and for which discrete financial information is available. Segment results that are reported to the Board and senior executives (as chief operating decision makers) include items directly attributable to a segment as well as those that can be allocated on a consistent basis. Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in £ Sterling, which is the Company’s functional and the Group’s presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement in the same line in which the transaction is recorded. Intangible assets Goodwill Goodwill represents the excess of the consideration of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment charges. Impairment charges on goodwill are not reversed. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. An intangible asset acquired as part of a business combination is recognised outside of goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably. 148 A.G. BARR p.l.c. Annual Report and Accounts 2025 1. Accounting Policies continued Brands Separately acquired brands are recognised at cost at the date of purchase. Brands acquired in a business combination are recognised at fair value at the acquisition date. Brands acquired separately or through a business combination are assessed at the date of acquisition as to whether they have an indefinite life. The assessment includes whether the brand name will continue to trade, and the expected lifetime of the brand. All brands acquired to date have been assessed as having an indefinite life as they are expected to continue to contribute to the long-term future of the Group. The brands are reviewed annually for impairment, being carried at cost less accumulated impairment charges. The fair value of a brand at the date of acquisition is based on the Relief from Royalties method, which is a valuation model based on discounted cash flows. Customer relationships Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The customer relationships have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the customer relationship. The fair value of the customer relationships at the acquisition date was based on the Multiple Excess Earnings Method (MEEM), which is a valuation model based on discounted cash flows. The useful lives of customer relationships are based on the churn rate of the acquired portfolio and are up to 10 years corresponding to a yearly amortisation of between 10% and 33%. The useful lives of all intangible assets are reviewed annually and amended, as required, on a prospective basis. Software costs Software expenditure is recognised as an intangible asset only after its technical feasibility and commercial viability can be demonstrated. Acquired computer software licences and software developed in-house are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. Costs include resources focused on delivery of capital projects where the choice has been made to use internal resources. These costs are amortised using the straight-line method over the expected useful life of the software, which is 10 years. Property, plant and equipment Land and buildings comprise mainly factories, distribution sites and offices. All property, plant and equipment is stated at historical cost less accumulated depreciation and impairments. Historical cost includes expenditure that is directly attributable to the acquisition or construction of the assets. The purchase price of an asset will include the fair value of the consideration paid to acquire the asset. Borrowing costs directly attributable to acquisition, construction and/or production of assets that take a substantial time to complete are capitalised. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Land is not depreciated. Depreciation is charged from the date that assets, other than land, are available for use. It is calculated using the straight-line method to allocate the cost to the residual values of the related assets using the following rates: Buildings – 1% Leasehold buildings – Term of lease Plant, equipment and vehicles – 10% to 33% Property, plant and equipment residual values and useful lives are reviewed, and adjusted if appropriate, at each year end date. The carrying value of the property, plant and equipment is reviewed for impairment when events or changes in circumstances indicate that the recoverable amount may be less than the carrying value. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. An item of property, plant and equipment is derecognised on disposal or where no future economic benefits are expected to arise from the continued use of the asset. Gains and losses on disposals are determined by comparing the net proceeds with the carrying amount and are recognised within administration costs in the income statement. #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 149 Strategic Report Corporate Governance Accounts Government grants The Group recognises government grants in accordance with IAS 20. Grants received by the Group are recognised in the income statement and matched against the costs that the grant are intended to compensate for and are therefore shown net. Leases The Group as lessee For any new contracts entered into, the Group considers whether a contract is, or contains, a lease. A lease is defined as any contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether: • The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group; • The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and • The Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct the use of the identified assets through the period of use. The Group assesses whether it has the right to direct “how and for what purpose” the asset is used throughout the period of use. Measurement and recognition of leases as a lessee At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment where such indicators exist. Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments based on an index or rate, amounts expected to be payable under a residual guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or income statement if the right-of-use asset is already reduced to zero. The Group has elected to account for short-term leases and leases of low-value assets (less than £1,000) using the practical expedients. Instead of recognising the right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in the income statement on a straight-line basis over the lease term. On the balance sheet, right-of-use assets and lease liabilities have been disclosed separately. Investment in associates An associate is an entity over which the Group has significant influence that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results, assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. The investment is recognised initially in the statement of financial position at cost, and is adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate. On acquisition, any excess of the cost of the investments over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in the income statement in which the investment is acquired. 150 A.G. BARR p.l.c. Annual Report and Accounts 2025 1. Accounting Policies continued Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment charge is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that is based on current market assessments of the time value of money and risks specific to the asset for which the future cash flow estimates have not been adjusted. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the impairment loss was recognised although any reversal cannot result in a carrying amount that would exceed the carrying amount that would have been recognised, net of depreciation, had no impairment loss been recognised in prior years. Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity and debt securities, short-term investments, loans receivable, trade and other receivables, cash and cash equivalents, loans and borrowings, contingent consideration and trade payables. Trade receivables Trade receivables are recognised initially at transaction price. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less an allowance for expected credit losses (ECL). The Group always recognises lifetime ECL for trade receivables. The expected credit loss on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. The carrying amount of the asset is reduced by the allowance for expected credit losses and the amount of the loss is recognised in the income statement within administration costs. Trade and other payables Trade and other payables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method. Investments Investments in subsidiaries are carried at cost less impairment in the parent Company accounts. Short-term investments Short-term investments are interest-bearing deposits. They are recognised initially at fair value plus attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method. The Group always recognises 12-months ECL for trade short-term investments as they are low credit risk. Financial assets classification The Group classifies its financial assets at amortised costs if both the following criteria are met: • The asset is held within a business model whose objective is to collect the contractual cash flows; and • The contractual terms give risk to cash flows that are solely payments of principal and interest on principal outstanding. #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 151 Strategic Report Corporate Governance Accounts Recognition and derecognition of financial instruments Purchases or sales of financial assets that require delivery of assets within a timeframe established by regulation or convention in the market-place (regular way trades) are recognised at the trade date, i.e. the date that the Group commits to purchase or sell the asset. All other financial assets and financial liabilities are recognised at trade date. Financial assets are derecognised when the rights to receive cash flows from the contractual assets have expired or have been transferred and the Group has transferred all the risks and rewards of ownership. Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled or have expired. Cash and cash equivalents Cash and cash equivalents include cash in hand, on demand deposits with banks and other short-term, highly liquid investments with maturities of three months or less, which are readily convertible into known amounts of cash and subject to insignificant risk of changes in value. For the purposes of the statement of cash flows, bank overdrafts repayable on demand that form an integral part of the Group’s cash management are included as components of cash and cash equivalents. Interest-bearing borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method. Assets held for sale Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use and a sale is considered highly probable. Assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell where they meet the ‘held for sale’ criteria. Depreciation on these assets ceases and they are presented separately in the balance sheet within current assets. An impairment loss is recognised for an initial or subsequent write-down of the assets to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. Contingent consideration Contingent consideration resulting from business combinations, is measured at fair value using the income approach. When the contingent consideration meets the definition of a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value of contingent consideration is based on cash flows and is classified as a non-current liability in the balance sheet. Derivative financial instruments and hedging activities The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risks using foreign exchange forward contracts. Further details of derivative financial instruments are disclosed in Note 13. Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value. The gain or loss on remeasurement is recognised in the income statement immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the income statement depends on the nature of the hedge relationship. A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are not offset in the financial statements unless the Group has both legal right and intention to offset. The impact of hedging on the Group’s financial position is disclosed in Note 13. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities. 152 A.G. BARR p.l.c. Annual Report and Accounts 2025 1. Accounting Policies continued Cash flow hedges The Group designates certain derivatives as hedging instruments in respect of foreign currency risk in cash flow hedges, including hedges of foreign exchange risk on firm commitments. At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationship meets all of the following hedge effectiveness requirements: • There is an economic relationship between the hedged item and the hedging instrument; • The effect of credit risk does not dominate the value changes that result from that economic relationship (The Group does not consider credit risk to be material but will monitor on an ongoing basis); and • The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item. The Group designates the full change in the fair value of a forward contract as the hedging instruments for all of its hedging relationships. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within administration costs. Amounts accumulated in equity are recycled through the income statement in the period when the hedged item affects profit or loss. Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completing production and selling expenses. The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their primary distribution location and condition. This includes direct labour costs and an appropriate share of overheads based on normal operating activity. Company shares held by employee benefit trusts Company shares are purchased on behalf of employee benefit trusts to satisfy the liability of various employee share schemes. The amount of the consideration paid, including directly attributable costs, is recognised as a charge in equity. Purchased shares are classified as Company shares held by employee benefit trusts, and presented as a deduction from retained earnings. Current and deferred income tax Tax on the profit or loss for the year comprises current and deferred tax. Current tax is charged in the income statement except where it relates to tax on items recognised directly in equity, in which case it is charged to equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the year end date and any adjustment to tax payable in respect of previous years. Deferred tax is provided in full using the liability method, providing for temporary differences between the tax bases of assets and liabilities and their carrying amounts, in the consolidated financial statements. The following temporary differences are not provided for: • The initial recognition of goodwill; and • Differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the year end date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 153 Strategic Report Corporate Governance Accounts Employee benefits Retirement benefit plans The Group operates two pension schemes, as detailed in Note 26. The schemes are generally funded through payments to trustee-administered funds. The Group has both defined benefit and defined contribution plans. Defined contribution pension plans A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Obligations for contributions are recognised as an expense in the income statement as they fall due. The Group has no further payment obligations once the contributions have been paid. Defined benefit pension plans A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The surplus/deficit recognised in the statement of financial position in respect of defined benefit pension plans is the present value of plan assets less the fair value of the defined benefit obligation. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The pension rules state that the trustees shall pay any surplus, after liabilities have been satisfied, to the participating employer. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. The gain or loss on a settlement is the difference between the present value of the defined benefit obligation being settled as determined on the date of settlement and the settlement price, including any plan assets transferred and any payments made directly by the Group in connection with the settlement. The Group’s defined benefit plan was closed to future accrual on 1 May 2016. Share-based compensation The Group grants equity-settled share-based payments to certain employees. These are measured at fair value (excluding the effect of non market-based vesting conditions) at the grant date. The fair value of the equity-settled share-based payment determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. Fair value is measured using the Black-Scholes pricing model. The Group also provides employees with the ability to purchase the Company’s ordinary shares at a discount to the current market value through payroll. The Group records as an expense the fair value of the discount on the shares purchased by the employee as a charge to the income statement and a credit to the share options reserve. At each year end date, the entity revises its estimates of the number of options that are expected to vest based on the non market-based vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to the share options reserve. Profit-sharing and bonus plans The Group recognises a liability and an expense for various bonuses based on formulae that take into consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises a provision where there is a contractual obligation or where there is a past practice that has created a constructive obligation. 154 A.G. BARR p.l.c. Annual Report and Accounts 2025 1. Accounting Policies continued Provisions A provision is recognised if, as the result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. A restructuring provision is recognised when the Group has approved a detailed and formal restructuring plan which has been either announced or has commenced. Future operating costs are not provided for. Dividend distributions Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders. Share repurchase programme Any share repurchase programmes would result in the cancellation of repurchased shares and the transfer of the relevant permanent capital into a Capital Redemption Reserve. The Capital Redemption Reserve is included in “Other reserves” within equity. Refer to Note 27. Alternative performance measures Alternative performance measures (APMs) are tracked by management to assess the Group’s operating performance and to inform financial, strategic and operating decisions. These are, therefore, presented within the Annual Report and Accounts. Definitions of APMs and reconciliation to GAAP measures can be found in the Glossary on pages 192 to 195. Adjusting items The Group excludes adjusting items from its non-GAAP measures because of their size, frequency and nature to allow shareholders to better understand the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess trends in financial performance more readily. These items are primarily non-operational. Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements requires management to make assumptions and estimates that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year. Due to the nature of estimation, the actual outcomes may well differ from these estimates. The directors do not consider there to be any critical accounting judgements. The key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are: Estimates Retirement benefit obligations The determination of any defined benefit pension scheme surplus/obligation is based on assumptions determined with independent actuarial advice. The assumptions used include discount rate, inflation, pension increases, salary increases, the expected return on scheme assets and mortality assumptions. The material estimations are those for which a sensitivity analysis is provided in Note 26. The directors consider that those sensitivities provided in Note 26 represent the range of possible outcomes that could reasonably be expected to occur in the next 12 months. Sales related rebates and discounts The Group agrees to pay customers various amounts in the form of sales related rebates and discounts. Accruals are made for each individual promotion or rebate based on the specific terms and conditions of the customer agreement. Management make estimates on an ongoing basis to assess customer performance and sales volume to calculate the total amounts earned to be deducted from revenue. Based on total rebate and discount spend in the year, 5% of spend would need to be omitted to result in a material error in the value of accruals made at year end. Assessment of impairment of goodwill and brands Goodwill and brands have arisen from business combinations and all have indefinite useful lives and, in accordance with IAS 36 are subject to annual impairment testing. The recoverable amount is assessed as the higher of the assets value in use or the fair value less costs of disposal. The directors consider there to be a key source of estimation uncertainty in the MOMA cashflows. The assumptions used in the cashflow projections and associated sensitivities are set out in Note 10. #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 155 Strategic Report Corporate Governance Accounts 2. Segment reporting The Board and senior executives have been identified as the Group’s chief operating decision-makers, who review the Group’s internal reporting in order to assess performance and allocate resources. The performance of the operating segments is assessed by reference to their gross profit. | | | | | | | --- | --- | --- | --- | --- | | | | Cocktail | | | | | Soft drinks | solutions | Other | Total | | Year ended 25 January 2025 | £m | £m | £m | £m | | Total revenue | 368.8 | 40.3 | 11.3 | 420.4 | | Gross profit | 145.9 | 14.8 | 3.6 | 164.3 | | | | | | | | --- | --- | --- | --- | --- | | | | Cocktail | | | | | Soft drinks | solutions | Other | Total | | Year ended 28 January 2024 | £m | £m | £m | £m | | Total revenue | 346.6 | 42.9 | 10.5 | 400.0 | | Gross profit | 135.6 | 15.4 | 3.2 | 154.2 | There are no material intersegment sales. All revenue is in relation to product sales, which is recognised at a point in time, upon delivery to the customer. All of the assets and liabilities of the Group are managed on a central basis rather than at a segment level. As a result, no reconciliation of segment assets and liabilities to the statement of financial position has been disclosed for either of the periods presented. Included in revenues arising from the above segments are revenues of approximately £78.0m, which arose from sales to the Group’s largest customer (2024: £68.0m). No other single customers contributed 10% or more to the Group’s revenue in either 2024 or 2025. All of the segments included within “Soft drinks” and “Cocktail solutions” meet the aggregation criteria set out in IFRS 8 Operating Segments. Geographical information The Group operates predominantly in the UK with some worldwide sales. All of the operations of the Group are based in the UK. | | | | | --- | --- | --- | | | 2025 | 2024 | | Revenue | £m | £m | | UK | 398.4 | 383.0 | | Rest of the world | 22.0 | 17.0 | | | 420.4 | 400.0 | The rest of the world revenue includes sales to the Republic of Ireland and international wholesale export houses. All of the assets of the Group are located in the UK. ![]() 156 A.G. BARR p.l.c. Annual Report and Accounts 2025 3. Profit before tax The following items have been included in arriving at profit before tax: | | | | | | --- | --- | --- | --- | | | | 2025 | 2024 | | | Note | £m | £m | | Depreciation of property, plant and equipment | 11 | 9.0 | 9.4 | | Depreciation of right-of-use assets | 12 | 2.0 | 1.8 | | Impairment of assets held for sale | | 1.6 | – | | Amortisation of intangible assets | 10 | 1.2 | 1.1 | | Staff costs | 4 | 70.8 | 69.5 | R&D costs for the year totalled £1.6m (2024: £1.5m), with elements of these costs included in the table above. During the year £5.3m of costs were incurred in relation to route to market changes and the integration of the Boost business, with elements of these costs included in the table above. Included within administration costs (Note 5) is the auditor’s remuneration, including expenses for audit and non-audit services. The cost includes services from the Group’s auditor: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £’000 | £’000 | | Statutory audit services | | | | Fees payable to the auditor of the parent Company and consolidated accounts | 354 | 354 | | Audit-related assurance services | 37 | 37 | 4. Employees and directors | | | | | --- | --- | --- | | | 2025 | 2024 | | Average monthly number of people employed by the Group (including executive directors) | | | | Production and distribution | 544 | 653 | | Administration | 420 | 384 | | | 964 | 1,037 | | | | | | --- | --- | --- | | | 2025 | 2024 | | | £m | £m | | Staff costs for the Group for the year | | | | Wages and salaries | 56.5 | 56.6 | | Social security costs | 7.2 | 6.3 | | Share-based payments | 2.4 | 2.1 | | Pension costs – defined contribution plans | 4.7 | 4.5 | | | 70.8 | 69.5 | #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 157 Strategic Report Corporate Governance Accounts 5. Operating expenses | | | | | --- | --- | --- | | | 2025 | 2024 | | | £m | £m | | Distribution costs (including selling costs) | 51.1 | 53.2 | | Administration costs | 61.5 | 50.9 | | | 112.6 | 104.1 | 6. Net finance costs | | | | | --- | --- | --- | | | 2025 | 2024 | | Finance income | £m | £m | | Interest on short-term deposits | 1.8 | 1.3 | | Finance income relating to defined benefit pension plans | 0.2 | 0.1 | | | 2.0 | 1.4 | | Finance costs | | | | Interest payable | 0.3 | 0.1 | | Lease interest | 0.2 | 0.1 | | | 0.5 | 0.2 | 7. Taxation | | | | | --- | --- | --- | | | 2025 | 2024 | | Group | £m | £m | | Charge/(credit) to the income statement | | | | Current tax on profits for the year | 9.7 | 11.5 | | Adjustments in respect of prior years | (1.5) | 0.2 | | Total current tax expense | 8.2 | 11.7 | | Deferred tax | | | | Origination and reversal of: | | | | Temporary differences | 4.3 | 1.4 | | Adjustments in respect of prior years | 1.0 | (0.3) | | Total deferred tax expense (Note 24) | 5.3 | 1.1 | | Total tax expense | 13.5 | 12.8 | ![]() 158 A.G. BARR p.l.c. Annual Report and Accounts 2025 7. Taxation continued In addition to the above movements in deferred tax, a deferred tax debit of £1.5m (2024: credit of £0.1m) has been recognised in other comprehensive income and a debit of £0.1m (2024: debit of £0.1m) has been taken direct to reserves (Note 24). The tax on the Group’s profit before tax differs from the amount that would arise using the tax rate applicable to the consolidated profits of the Group as follows: | | | | | | | --- | --- | --- | --- | --- | | | 2025 | 2025 | 2024 | 2024 | | | £m | % | £m | % | | Profit before tax | 53.2 | | 51.3 | | | Tax at 25.0% (2024: 24.0%) | 13.3 | 25.0 | 12.3 | 24.0 | | Tax effects of: | | | | | | Items that are not deductible in determining taxable profit | 0.7 | 1.3 | 0.6 | 1.2 | | Current tax adjustment in respect of prior years | (1.5) | (2.8) | 0.2 | 0.4 | | Deferred tax adjustment in respect of prior years | 1.0 | 1.9 | (0.3) | (0.6) | | Total tax expense | 13.5 | 25.4 | 12.8 | 25.0 | The weighted average tax rate was 25.4% (2024: 25.0%). The standard rate of corporation tax applied to reported profit is 25% (2024: 24.03%). The applicable rate has changed following the UK Government’s announcement that the corporation tax rate would increase from 19% to 25% effective from 1 April 2023. 8. Earnings per share Basic earnings per share has been calculated by dividing the earnings attributable to equity holders of the parent by the weighted average number of shares in issue during the year, excluding shares held by the employee share scheme trusts. | | | | | --- | --- | --- | | | 2025 | 2024 | | Profit attributable to equity holders of the Company (£m) | 39.7 | 38.5 | | Weighted average number of ordinary shares in issue | 110,874,571 | 111,289,068 | | Basic earnings per share (pence) | 35.81 | 34.59 | For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. These represent share options granted to employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year. The number of shares as calculated above is compared with the number of shares that would have been issued assuming the exercise of the share options. | | | | | --- | --- | --- | | | 2025 | 2024 | | Profit attributable to equity holders of the Company (£m) | 39.7 | 38.5 | | Weighted average number of ordinary shares in issue | 110,874,571 | 111,289,068 | | Adjustment for dilutive effect of share options | 1,175,898 | 1,159,537 | | Diluted weighted average number of ordinary shares in issue | 112,050,469 | 112,448,605 | | Diluted earnings per share (pence) | 35.43 | 34.24 | #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 159 Strategic Report Corporate Governance Accounts 9. Dividends Dividends paid in the financial year were as follows: | | | | | | | --- | --- | --- | --- | --- | | | 2025 | 2024 | 2025 | 2024 | | | per share | per share | £m | £m | | Final dividend | 12.40p | 10.60p | 13.8 | 11.8 | | Interim dividend | 3 .1 0p | 2.65p | 3.4 | 2.9 | | | 15.50p | 13. 25p | 17.2 | 14.7 | The directors have proposed a final dividend in respect of the year ended 25 January 2025 of 13.76p per share. It will be paid on 6 June 2025 to all shareholders who are on the Register of Members on 9 May 2025. Dividends payable in respect of the financial year were as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | per share | per share | | Final dividend | 13.76p | 12.40p | | Interim dividend | 3.10p | 2.65p | | Total dividend payable | 16.86p | 15.05p | 10. Intangible assets | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Software | | | | | | Customer | | development | | | | Goodwill | Brands | relationships | Water rights | costs | Total | | Group | £m | £m | £m | £m | £m | £m | | Cost | | | | | | | | At 29 January 2023 | 41.9 | 82.4 | 3.9 | 0.7 | 11.8 | 140.7 | | Additions | 3.3 | 12.0 | – | – | – | 15.3 | | At 28 January 2024 | 45.2 | 94.4 | 3.9 | 0.7 | 11.8 | 156.0 | | Additions | – | – | – | – | – | – | | At 25 January 2025 | 45.2 | 94.4 | 3.9 | 0.7 | 11.8 | 156.0 | | Amortisation | | | | | | | | At 29 January 2023 | 3.6 | 7. 3 | 3.9 | 0.7 | 9.0 | 24.5 | | Amortisation for the year | – | – | – | – | 1.1 | 1.1 | | At 28 January 2024 | 3.6 | 7.3 | 3.9 | 0.7 | 10.1 | 25.6 | | Amortisation for the year | – | – | – | – | 1.2 | 1.2 | | At 25 January 2025 | 3.6 | 7.3 | 3.9 | 0.7 | 11.3 | 26.8 | | Carrying amounts | | | | | | | | At 25 January 2025 | 41.6 | 87.1 | – | – | 0.5 | 129.2 | | At 28 January 2024 | 41.6 | 87.1 | – | – | 1.7 | 130.4 | In October 2023, the Group acquired a 100% interest in Rio Tropical Limited (Rio Tropical). Details of brand and goodwill recognised on acquisition are included in Note 14. The remaining goodwill and brands recognised relate primarily to the acquisition of Boost Drinks Limited, MOMA Foods Ltd, Rubicon Drinks Limited and FUNKIN Limited. The software development costs represent internally generated software development costs and third party consultancy costs in relation to the Business Process Redesign project implemented in 2015. ![]() 160 A.G. BARR p.l.c. Annual Report and Accounts 2025 10. Intangible assets continued The customer relationships cost represents intangible assets recognised on the acquisition of Rubicon Drinks Limited and FUNKIN Limited. These costs were amortised over the assets’ expected useful lives and are now fully amortised. The amortisation costs for the year to 25 January 2025 have been included in the income statement as administration costs. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Software | | | | | | Customer | | development | | | | Goodwill | Brands | relationships | Water rights | costs | Total | | Company | £m | £m | £m | £m | £m | £m | | Cost | | | | | | | | At 29 January 2023 | 1.9 | 7. 3 | 1.0 | 0.7 | 11.8 | 22.7 | | At 28 January 2024 | 1.9 | 7.3 | 1.0 | 0.7 | 11.8 | 22.7 | | Additions | 5.1 | 29.0 | – | – | – | 34.1 | | At 25 January 2025 | 7.0 | 36.3 | 1.0 | 0.7 | 11.8 | 56.8 | | Amortisation | | | | | | | | At 29 January 2023 | 1.9 | 7. 3 | 1.0 | 0.7 | 9.1 | 20.0 | | Amortisation for the year | – | – | – | – | 1.1 | 1.1 | | At 28 January 2024 | 1.9 | 7.3 | 1.0 | 0.7 | 10.2 | 21.1 | | Amortisation for the year | – | – | – | – | 1.2 | 1.2 | | At 25 January 2025 | 1.9 | 7.3 | 1.0 | 0.7 | 11.4 | 22.3 | | Carrying amounts | | | | | | | | At 25 January 2025 | 5.1 | 29.0 | – | – | 0.4 | 34.5 | | At 28 January 2024 | – | – | – | – | 1.6 | 1.6 | On 1 June 2024 the Company acquired the assets and liabilities of Rio Tropical and on 31 October 2024 acquired the asset and liabilities of Boost Drinks Limited (‘Boost’). These acquisitions are included in the additions of brands and goodwill in the table above. The remaining goodwill and brands recognised in the Company relate to the acquisition of the Strathmore Water business and these are fully amortised. The software development costs represent internally generated software development costs and third party consultancy costs incurred in relation to the Business Process Redesign project. #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 161 Strategic Report Corporate Governance Accounts Impairment tests for goodwill and brands For impairment testing, goodwill and brands are allocated to the cash-generating unit (CGU) representing the lowest level at which goodwill is monitored for internal management purposes. The Group tests whether there has been any impairment of intangible assets on an annual basis or when there is an indication of impairment. The recoverable amount of a CGU is based on value in use calculations. These calculations use pre-tax cash flow projections based on financial forecasts approved by management which cover a six-year period. Cash flows beyond six years are extrapolated using the growth rates and other key assumptions noted below. The aggregate carrying amounts of goodwill allocated to each CGU are: | | | | | | --- | --- | --- | --- | | | Goodwill | Brands | Total | | At 25 January 2025 | £m | £m | £m | | Rubicon | 21.0 | 43.0 | 64.0 | | FUNKIN | 14.4 | 6.8 | 21.2 | | MOMA | 1.0 | 8.4 | 9.4 | | Boost | 1.9 | 16.9 | 18.8 | | Rio Tropical | 3.3 | 12.0 | 15.3 | | Total | 41.6 | 87.1 | 128.7 | | | | | | | --- | --- | --- | --- | | | Goodwill | Brands | Total | | At 28 January 2024 | £m | £m | £m | | Rubicon | 21.0 | 43.0 | 64.0 | | FUNKIN | 14.4 | 6.8 | 21.2 | | MOMA | 1.0 | 8.4 | 9.4 | | Boost | 1.9 | 16.9 | 18.8 | | Rio Tropical | 3.3 | 12.0 | 15.3 | | Total | 41.6 | 87.1 | 128.7 | Key assumptions for each CGU: | | | | | | | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | | | Long-term | Pre-tax | Long-term | Pre-tax | | | growth rate | discount rate | growth rate | discount rate | | | % | % | % | % | | Rubicon | 3.0 | 11.4 | 3.0 | 10.7 | | FUNKIN | 3.0 | 11.4 | 3.0 | 10.7 | | MOMA | 3.0 | 13.4 | 3.0 | 10.7 | | Boost | 3.0 | 11.4 | 3.0 | 10.7 | | Rio Tropical | 3.0 | 11.4 | 1.9 | 4.4 | Key assumptions used in value in use calculations The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill: • Volume growth rates – reflect management expectations of volume growth based on growth achieved to date, current strategy and expected market trends, and will vary according to each CGU. • Marginal contribution – being revenue less material costs and all other marginal costs that management considers to be directly attributable to the sale of a given product. Marginal contribution is based on approved financial budgets. Key assumptions are made within these budgets about pricing, discounts and costs based on historical data, current strategy and expected market trends. • Advertising and promotional spend – financial budgets approved by management are used to determine the value assigned to advertising and promotional spend. This is based on planned spend for year one and strategic intent thereafter. • Raw material price, production and distribution costs, selling costs and other overhead inflation – based on approved financial budgets, which incorporate current material coverage, current strategy and expected market trends. • Discount rate – the discount rate reflects management’s estimate of post-tax cost of capital adjusted for the specific risks impacting on each operating unit. The estimated pre-tax cost of capital is based on guidance provided by an independent third party to the Group. ![]() 162 A.G. BARR p.l.c. Annual Report and Accounts 2025 10. Intangible assets continued Sensitivity analysis was carried out on the above calculations to review possible levels of impairment under a range of different assumptions, e.g. adjusting discount rates. At a pre-tax discount rate of 28.5% or a reduction in the short term CAGR to 6% would result in an impairment charge of £0.8m in MOMA. In the base case scenario the recoverable amount of MOMA exceeds its carrying amount by £7.8m. Reasonably possible changes to the key assumptions applied in assessing the value in use calculation would not result in a change to the impairment conclusions in all other CGUs. 11. Property, plant and equipment | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Land and buildings | | | | | | | | Plant, equipment | Assets under | | | | Freehold | Long leasehold | and vehicles | construction | Total | | Group | £m | £m | £m | £m | £m | | Cost or deemed cost | | | | | | | At 29 January 2023 | 65.9 | 0.4 | 110.6 | 15.9 | 192.8 | | Additions | 0.1 | – | 2.6 | 13.2 | 15.9 | | Transfer from assets under construction | 0.4 | – | 13.0 | (13.4) | – | | Disposals | – | – | (8.9) | – | (8.9) | | At 28 January 2024 | 66.4 | 0.4 | 117. 3 | 15.7 | 199.8 | | Additions | 0.4 | – | 2.0 | 19.0 | 21.4 | | Transfer from assets under construction | 0.1 | – | 4.6 | (4.7) | – | | Transfer to available for sale assets (Note 19) | – | – | (5.4) | – | (5.4) | | Disposals | – | – | (6.8) | – | (6.8) | | At 25 January 2025 | 66.9 | 0.4 | 111.7 | 30.0 | 209.0 | | Depreciation | | | | | | | At 29 January 2023 | 8.8 | 0.4 | 81.1 | – | 90.3 | | Amount charged for year | 0.7 | – | 8.7 | – | 9.4 | | Disposals | – | – | (8.9) | – | (8.9) | | At 28 January 2024 | 9.5 | 0.4 | 80.9 | – | 90.8 | | Amount charged for year | 0.7 | – | 8.3 | – | 9.0 | | Transfer to available for sale assets (Note 19) | – | – | (2.2) | – | (2.2) | | Disposals | – | – | (6.6) | – | (6.6) | | At 25 January 2025 | 10.2 | 0.4 | 80.4 | – | 91.0 | | Net book value | | | | | | | At 25 January 2025 | 56.7 | – | 31.3 | 30.0 | 118.0 | | At 28 January 2024 | 56.9 | – | 36.4 | 15.7 | 109.0 | #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 163 Strategic Report Corporate Governance Accounts | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Land and buildings | | | | | | | | Plant, equipment | Assets under | | | | Freehold | Long leasehold | and vehicles | construction | Total | | Company | £m | £m | £m | £m | £m | | Cost or deemed cost | | | | | | | At 29 January 2023 | 43.0 | 0.3 | 109.5 | 15.9 | 168.7 | | Additions | 0.1 | – | 2.5 | 13.2 | 15.8 | | Transfer from assets under construction | 0.4 | – | 13.0 | (13.4) | – | | Disposals | – | – | (8.9) | – | (8.9) | | At 28 January 2024 | 43.5 | 0.3 | 116.1 | 15.7 | 175.6 | | Additions | 0.4 | – | 1.9 | 19.0 | 21.3 | | Transfer from assets under construction | 0.1 | – | 4.6 | (4.7) | – | | Transfer to available for sale assets (Note 19) | – | – | (5.4) | – | (5.4) | | Disposals | – | – | (6.4) | – | (6.4) | | At 25 January 2025 | 44.0 | 0.3 | 110.8 | 30.0 | 185.1 | | Depreciation | | | | | | | At 29 January 2023 | 4.9 | 0.3 | 80.2 | – | 85.4 | | Amount charged for year | 0.5 | – | 8.5 | – | 9.0 | | Disposals | | – | (8.9) | – | (8.9) | | At 28 January 2024 | 5.4 | 0.3 | 79.8 | – | 85.5 | | Amount charged for year | 0.5 | – | 8.1 | – | 8.6 | | Transfer to available for sale assets (Note 19) | – | – | (2.2) | – | (2.2) | | Disposals | – | – | (6.3) | – | (6.3) | | At 25 January 2025 | 5.9 | 0.3 | 79.4 | – | 85.6 | | Net book value | | | | | | | At 25 January 2025 | 38.1 | – | 31.4 | 30.0 | 99.5 | | At 28 January 2024 | 38.1 | – | 36.3 | 15.7 | 90.1 | At 25 January 2025, the Group and the Company had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £10.2m (2024: £8.7m). ![]() 164 A.G. BARR p.l.c. Annual Report and Accounts 2025 12. Leases This note provides information for leases where the Group is a lessee. The Group is not a lessor. (i) Amounts recognised in the balance sheet The balance sheet shows the following amounts relating to leases: | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Right-of-use assets | | | | | | Buildings | 2.0 | 1.6 | 19.6 | 18.8 | | Plant, equipment and vehicles | 3.0 | 3.6 | 3.0 | 3.6 | | | 5.0 | 5.2 | 22.6 | 22.4 | | Lease liabilities | | | | | | Current | 1.8 | 1.8 | 3.7 | 3.1 | | Non-current | 2.8 | 3.1 | 16.1 | 17.0 | | | 4.6 | 4.9 | 19.8 | 20.1 | Company only right-of-use assets and lease liabilities relate to assets leased under the asset-backed funding arrangements, as outlined in Note 26. Additions to the right-of-use assets during 2025 were £2.1m (2024: £1.6m) for the Group and £2.1m (2024: £1.3m) for the Company. (ii) Amounts recognised in the income statement The income statement shows the following amounts relating to leases: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £m | £m | | Depreciation charge of right-of-use assets | | | | Buildings | 0.5 | 0.5 | | Plant, equipment and vehicles | 1.5 | 1.3 | | | 2.0 | 1.8 | | Interest expense (including finance cost) | 0.2 | 0.1 | | Expense related to short-term leases (included in cost of goods sold and administrative expenses) | 0.2 | 0.1 | | The total cash outflow for leases | 2.1 | 1.9 | At 25 January 2025 the Group had no commitments for short-term leases. There are no expenses in relation to variable lease payments not included in the measurement of the lease liabilities or income from sub-leasing right-of-use assets. (iii) The Group’s leasing activities and how these are accounted for The Group leases various offices, equipment and vehicles. Rental contracts are typically made for fixed periods of 12 months to 10 years, but may have extension options as described in (iv). Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, leases for real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease. #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 165 Strategic Report Corporate Governance Accounts Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • Fixed payments (including in-substance fixed payments), less any lease incentives receivable • Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date • Amounts expected to be payable by the Group under residual value guarantees • The exercise price of a purchase option if the Group is reasonably certain to exercise that option • Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group: • Where possible, uses recent third party financing received by the Group as a starting point, adjusted to reflect changes in financing conditions since third party financing was received • Uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases • Makes adjustments specific to the lease, e.g. term, country, currency and security Lease payments are allocated between principal and finance cost. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the following: • The amount of the initial measurement of the lease liability • Any lease payments made at or before the commencement date less any lease incentives received • Any initial direct costs • Restoration costs Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Payments associated with short-term leases of equipment and vehicles, and all leases of low-value assets, are recognised on a straight-line basis as an expense in the income statement. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. (iv) Extension and termination options Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of extension and termination options are exercisable only by the Group and not by the respective lessor. (v) Residual value guarantees To optimise lease costs during the contract period, the Group sometimes provides residual value guarantees in relation to equipment leases. The Group initially estimates and recognises amounts expected to be paid under residual value guarantee as part of the lease liability. Typically, the expected residual value at lease commencement is equal to or higher than the guaranteed amount, so the Group does not expect to pay anything under the guarantees. ![]() 166 A.G. BARR p.l.c. Annual Report and Accounts 2025 13. Financial instruments | | | | | --- | --- | --- | | | 2025 | 2024 | | Group and Company | £m | £m | | Derivative financial assets – current | | | | Derivatives that are designated and effective as hedging instruments carried at fair value: | | | | Foreign currency forward contracts | 0.2 | – | | Derivative financial liabilities – current | | | | Derivatives that are designated and effective as hedging instruments carried at fair value: | | | | Foreign currency forward contracts | (0.3) | (0.3) | | Derivative financial liabilities – non-current | | | | Derivatives that are designated and effective as hedging instruments carried at fair value: | | | | Foreign currency forward contracts | (0.1) | – | It is the policy of the Group to enter into foreign exchange forward contracts to manage the foreign currency risk associated with anticipated purchase transactions out to 18 months. This is hedged on a sliding scale basis where the nearer the time of the purchase, the greater the amount hedged will be. For the hedges of highly probable forecast purchases, as the critical terms (i.e. the notional amount, life and underlying contracts) of the foreign exchange forward contracts and their corresponding hedged items are the same, the Group performs a qualitative assessment of effectiveness and it is expected that the value of the forward contracts and the value of the corresponding hedged items will systematically change in opposite direction in response to movements in the underlying exchange rates. The Group assesses the ineffectiveness by comparing past changes in the fair value of the foreign exchange forward contracts with changes in the fair value of a hypothetical derivative. The main sources of hedge ineffectiveness in these hedging relationships are foreign currency basis spread and the effect of the counterparty and the Group’s own credit risk on the fair value of the forward contracts, which is not reflected in the fair value of the hedged item attributable to changes in foreign exchange rates. Both items are not material to the Group. No other sources of ineffectiveness emerged from these hedge relationships. The cumulative amount of gains and losses on effective hedging instruments are held within the cash flow reserve in “Other reserves”. The following table details the foreign currency forward contracts outstanding at the end of the reporting period, as well as information regarding their related hedged items. Foreign currency forward contract assets and liabilities are presented in the line “Derivative financial instruments” (either as assets or as liabilities) within the statement of financial position. All of the currency forward contracts are designated as cash flow hedges. | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Notional value: | | Notional value: | | | Carrying amount of the hedging | | | Average exchange rate | | Foreign currency | | Local currency | | | instruments liabilities | | | | | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | | | 2025 | 2024 | €m | €m | £m | £m | £m | £m | | Buy EUR | | | | | | | | | | Less than 3 months | 1.17 | 1.15 | 12.5 | 7. 2 | 10.7 | 6.2 | (0.1) | (0.1) | | 3 to 6 months | 1.17 | 1.15 | 5.8 | 6.6 | 5.0 | 5.7 | – | (0.1) | | 6 to 12 months | 1.15 | 1.14 | 7.1 | 8.0 | 6.2 | 7.0 | (0.1) | (0.1) | | over 12 months | 1.13 | 1.13 | 5.2 | 2.8 | 4.6 | 2.4 | (0.1) | – | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | | | 2025 | 2024 | $m | $m | £m | £m | £m | £m | | Buy USD | | | | | | | | | | Less than 3 months | 1.27 | 1.27 | 1.2 | 1.7 | 0.9 | 1.3 | – | – | | 3 to 6 months | 1.29 | – | 3.6 | – | 2.8 | – | 0.1 | – | | 6 to 12 months | 1.26 | – | 2.4 | – | 1.9 | – | – | – | | | | | | | | | (0.2) | (0.3) | #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 167 Strategic Report Corporate Governance Accounts Group and Company Fair value hierarchies 1 to 3 are based on the degree to which fair value is observable: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) Level 3: inputs for the asset or liability that are not based on observable market data The fair value of financial instruments that are not traded in an active market (e.g. over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. The fair value of the forward foreign exchange contracts is determined using forward exchange rates at the date of the statement of financial position, with the resulting value discounted accordingly as relevant. The following tables show the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. | | | | | | | --- | --- | --- | --- | --- | | | | | Carrying amount | | | | Fair value – | Other financial | Other financial | | | | hedging | assets at | liabilities at | | | Group | instruments | amortised cost | amortised cost | Total | | At 25 January 2025 | £m | £m | £m | £m | | Financial assets – Current | | | | | | Foreign exchange contracts used for hedging | 0.2 | – | – | 0.2 | | Trade receivables | – | 73.3 | – | 73.3 | | Short-term investments | – | 42.5 | – | 42.5 | | Cash and cash equivalents | – | 21.4 | – | 21.4 | | | 0.2 | 137.2 | – | 137.4 | | Financial liabilities – Non-current | | | | | | Foreign exchange contracts used for hedging | 0.1 | – | – | 0.1 | | Lease liabilities | – | – | 2.8 | 2.8 | | | 0.1 | – | 2.8 | 2.9 | | Financial liabilities – Current | | | | | | Foreign exchange contracts used for hedging | 0.3 | – | – | 0.3 | | Lease liabilities | – | – | 1.8 | 1.8 | | Accruals | – | – | 36.8 | 36.8 | | Trade payables | – | – | 32.4 | 32.4 | | | 0.3 | – | 71.0 | 71.3 | ![]() 168 A.G. BARR p.l.c. Annual Report and Accounts 2025 13. Financial instruments continued | | | | | | | --- | --- | --- | --- | --- | | | | | Carrying amount | | | | Fair value – | Other financial | Other financial | | | | hedging | assets at | liabilities at | | | Group | instruments | amortised cost | amortised cost | Total | | At 28 January 2024 | £m | £m | £m | £m | | Financial assets – Current | | | | | | Trade receivables | – | 59.8 | – | 59.8 | | Short-term investments | – | 20.0 | – | 20.0 | | Cash and cash equivalents | – | 33.6 | – | 33.6 | | | – | 113.4 | – | 113.4 | | Financial liabilities – Non-current | | | | | | Lease liabilities | – | – | 3.1 | 3.1 | | | – | – | 3.1 | 3.1 | | Financial liabilities – Current | | | | | | Foreign exchange contracts used for hedging | 0.3 | – | – | 0.3 | | Lease liabilities | – | – | 1.8 | 1.8 | | Accruals | – | – | 30.0 | 30.0 | | Trade payables | – | – | 36.1 | 36.1 | | | 0.3 | – | 67.9 | 68.2 | #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 169 Strategic Report Corporate Governance Accounts | | | | | | | --- | --- | --- | --- | --- | | | | | Carrying amount | | | | Fair value – | Other financial | Other financial | | | | hedging | assets at | liabilities at | | | Company | instruments | amortised cost | amortised cost | Total | | At 25 January 2025 | £m | £m | £m | £m | | Financial assets – Non-current | | | | | | Loans to subsidiaries | – | 2.6 | – | 2.6 | | | – | 2.6 | – | 2.6 | | Financial assets – Current | | | | | | Foreign exchange contracts used for hedging | 0.2 | – | – | 0.2 | | Trade and other receivables and amounts due from subsidiary companies | – | 66.2 | – | 66.2 | | Short-term investments | – | 42.5 | – | 42.5 | | Cash and cash equivalents | – | 16.7 | – | 16.7 | | | 0.2 | 125.4 | – | 125.6 | | Financial liabilities – Non-current | | | | | | Foreign exchange contracts used for hedging | 0.1 | – | – | 0.1 | | Lease liabilities | – | – | 16.1 | 16.1 | | | 0.1 | – | 16.1 | 16.2 | | Financial liabilities – Current | | | | | | Foreign exchange contracts used for hedging | 0.3 | – | – | 0.3 | | Lease liabilities | – | – | 3.7 | 3.7 | | Accruals | – | – | 32.3 | 32.3 | | Trade payables and amounts due to other subsidiary companies | – | – | 53.3 | 53.3 | | | 0.3 | – | 89.3 | 89.6 | | | | | | | | --- | --- | --- | --- | --- | | | | | Carrying amount | | | | Fair value – | Other financial | Other financial | | | | hedging | assets at | liabilities at | | | Company | instruments | amortised cost | amortised cost | Total | | At 28 January 2024 | £m | £m | £m | £m | | Financial assets – Non-current | | | | | | Loans to subsidiaries | – | 2.6 | – | 2.6 | | | – | 2.6 | – | 2.6 | | Financial assets – Current | | | | | | Trade and other receivables and amounts due from subsidiary companies | – | 45.5 | – | 45.5 | | Short-term investments | – | 20.0 | – | 20.0 | | Cash and cash equivalents | – | 22.4 | – | 22.4 | | | – | 87.9 | – | 87. 9 | | Financial liabilities – Non-current | | | | | | Lease liabilities | – | – | 17.0 | 17.0 | | | – | – | 17.0 | 17.0 | | Financial liabilities – Current | | | | | | Foreign exchange contracts used for hedging | 0.3 | – | – | 0.3 | | Lease liabilities | – | – | 3.1 | 3.1 | | Accruals | – | – | 24.4 | 24.4 | | Trade payables and amounts due to other subsidiary companies | – | – | 32.4 | 32.4 | | | 0.3 | – | 59.9 | 60.2 | All financial instruments at fair value sit within Level 2 of the fair value hierarchy. The carrying amount of the other financial assets and liabilities approximates to the fair value due to the short-term to maturity and/or not bearing interest. The cumulative amount of gains and losses on effective hedging instruments are held within the cash flow hedge reserve in “Other reserves” . ![]() 170 A.G. BARR p.l.c. Annual Report and Accounts 2025 14. Investment in subsidiaries | | | | | --- | --- | --- | | | Company | | | | 2025 | 2024 | | | £m | £m | | Opening investment in subsidiaries | 125.9 | 113.6 | | Investments made in the year | – | 12.3 | | Transfer of investments to Company | (32.2) | – | | Closing investment in subsidiaries | 93.7 | 125.9 | On 31 October 2024, the assets and liabilities of Boost Drinks Limited (Boost) were purchased by the Company. The effect of this was to eliminate the investment in the subsidiary and bring all of Boost’s tangible and intangible fixed assets onto the Company balance sheet. At the year end the value of the Boost investment was £6.5m and this was eliminated by an acquisition accounting adjustment in the Company accounts. Post year end, a dividend of £6.5m was paid by Boost to the Company, offsetting the acquisition accounting adjustment. On 24 October 2023, the Group acquired 100% of the shares and voting rights in Rio Tropical Limited (Rio Tropical) granting it control. The Group has concluded that, together, the acquired inputs and processes are a business that will create value by generating revenue in the soft drinks category, supported by the Group’s brand-building capability. On 1 June 2024, the assets and liabilities of Rio Tropical were purchased by the Company. The effect of this was to eliminate the investment in the subsidiary and bring all of Rio Tropical’s tangible and intangible fixed assets onto the Company balance sheet. The directors have reviewed the Company’s investments for impairment at 25 January 2025 and concluded that no impairment is required, see Note 10. For the four months ended 28 January 2024, Rio Tropical contributed income of £0.5m, and a similar impact on profit. Had Rio Tropical been a subsidiary for the full financial year, it would have contributed c.£1.4m income to the Group and c.£1.4m profit. The value of the identifiable assets and liabilities of Rio Tropical at the date of acquisition were: | | | | --- | --- | | | £m | | Intangible assets | 12.0 | | Deferred tax | (3.0) | | Total identifiable net assets acquired | 9.0 | | Goodwill | 3.3 | | Value on acquisition | 12.3 | | Total consideration | 12.3 | | Represented by: | | | Cash | 12.3 | #### NOTES TO THE #### ACCOUNTS #### CONTINUED ![]() 171 Strategic Report Corporate Governance Accounts The principal subsidiaries are as follows: | | | | | | --- | --- | --- | --- | | Principal subsidiary | Principal activity | Country of incorporation | Country of principal operations | | FUNKIN Limited | Distribution and selling of cocktail solutions | England | UK | | FUNKIN USA Limited | Distribution and selling of cocktail solutions | England | UK | | Rubicon Drinks Limited | Distribution of fruit-based soft drinks | England | UK | | MOMA Foods Ltd | Distribution and selling of oat drinks and cereals | England | UK | | Boost Drinks Limited | Distribution and selling of soft drinks | England | UK | A.G. BARR p.l.c. holds 100% of the equity and votes of the subsidiaries (Year ended 28 January 2024: 100%). The subsidiaries have the same year end as A.G. BARR p.l.c. and have been included in the Group consolidation. The companies listed are the trading subsidiaries. Refer to Note 30 for a full list of subsidiary companies. 15. Investment in associates In June 2019, the Group made a £1m investment in Elegantly Spirited Limited, acquiring a 20% stake in the business. The following entities have been included in the consolidated financial statements using the equity method: | | | | | | | | --- | --- | --- | --- | --- | --- | | | | % of ownership interest | | Carrying amount | | | | Country of incorporation and | 2025 | 2024 | 2025 | 2024 | | Name of entity | principal place of business | % | % | £m | £m | | Elegantly Spirited Limited | UK | 20 | 20 | – | – | The primary business of Elegantly Spirited Limited is a brand-builder, marketing and selling a range of zero proof distilled spirits. The address of its registered office is 19 Langham Street, London, England. This investment is consistent with our strategy of building a branded portfolio of products across both alcohol and non-alcohol beverages. The investment is not considered a material associate and, therefore, disclosures are limited to the section below. Aggregate information of associates that are not individually material. | | | | | --- | --- | --- | | | 2025 | 2024 | | | £m | £m | | Opening balance at start of year | – | 0.7 | | Share of operating losses | – | – | | Impairment of investment | – | (0.7) | | Closing balance at end of year | – | – | During the year ended 28 January 2024, an impairment review was undertaken on the investment in associate resulting in the impairment of the full investment. 16. Short-term investments | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Short-term investments | 42.5 | 20.0 | 42.5 | 20.0 | These deposits are made for durations of up to six months. These investments are due to mature at various dates by the end of June 2025 with accrued interest receivable on maturity. ![]() 172 A.G. BARR p.l.c. Annual Report and Accounts 2025 17. Cash and cash equivalents | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Cash and cash equivalents | 21.4 | 33.6 | 16.7 | 22.4 | Cash and cash equivalents in the table above are included in the cash flow statements. 18. Inventories | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Materials | 10.1 | 11.6 | 10.1 | 11.6 | | Finished goods | 21.6 | 24.9 | 17.7 | 16.5 | | | 31.7 | 36.5 | 27.8 | 28.1 | 19. Assets classified as held for sale | | | | --- | --- | | Group and Company | £m | | Balance at 29 January 2023 and 28 January 2024 | – | | Net book value of assets transferred from property, plant and equipment | 3.2 | | Impairment charge | (1.6) | | Disposed of in period | (0.7) | | Balance at 25 January 2025 | 0.9 | The closure of the Barr Direct business resulted in a number of vehicles on the balance sheet with no estimated useful life. Following an assessment of fair value less costs to sell, an impairment charge of £1.6m has been recognised. A number of these vehicles have been sold and the remaining assets are actively being marketed. 20. Trade and other receivables | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Trade receivables | 73.6 | 59.9 | 64.3 | 43.3 | | Less: loss allowance | (0.3) | (0.1) | (0.3) | (0.1) | | Trade receivables – net | 73.3 | 59.8 | 64.0 | 43.2 | | Prepayments | 3.5 | 4.0 | 3.6 | 3.7 | | Amounts due by subsidiary companies | – | – | 2.2 | 2.3 | | | 76.8 | 63.8 | 69.8 | 49.2 | Trade receivables The average credit period on sales of goods is 60 days. No interest is charged on outstanding trade receivables. The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses (ECL). The ECL on trade receivables are estimated using a provision matrix by reference to past default experience on the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. Accordingly, the credit risk profile of these assets is presented based on their past due status in terms of the provision matrix. #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 173 Strategic Report Corporate Governance Accounts The Group writes off a trade receivable when there is information that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceeding. None of the trade receivables that have been written off are subject to enforcement activities. The maximum exposure for both the Group and the Company to credit risk for trade receivables are the balances in the table above. The following table details the risk profile of trade receivables based on the Group’s provision matrix. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group’s different customer base. The Group and Company’s most significant customer, a UK major customer, accounts for £13.7m of the trade receivables carrying amount at 25 January 2025 (28 January 2024: £15.0m). | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | Trade receivables – days past due | | | | | Not past due | <30 | 31-60 | 61-90 | >90 | Total | | Group – 25 January 2025 | £m | £m | £m | £m | £m | £m | | Expected credit loss rate | 0.1% | 0.8% | 12.5% | 10.6% | 22.0% | | | Expected total gross carrying amount at default | 70.5 | 1.7 | 1.0 | 0.1 | 0.3 | | | Lifetime ECL | 0.1 | – | 0.1 | – | 0.1 | 0.3 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | Trade receivables – days past due | | | | | Not past due | <30 | 31-60 | 61-90 | >90 | Total | | Group – 28 January 2024 | £m | £m | £m | £m | £m | £m | | Expected credit loss rate | 0.1% | 0.2% | 5.6% | 1.8% | 3.2% | | | Expected total gross carrying amount at default | 56.7 | 1.9 | 0.6 | 0.2 | 0.5 | | | Lifetime ECL | 0.1 | – | – | – | – | 0.1 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | Trade receivables – days past due | | | | | Not past due | <30 | 31-60 | 61-90 | >90 | Total | | Company – 25 January 2025 | £m | £m | £m | £m | £m | £m | | Expected credit loss rate | 0.1% | 1.2% | 13.2% | 26.5% | 32.7% | | | Expected total gross carrying amount at default | 62.9 | 0.9 | 0.3 | – | 0.2 | | | Lifetime ECL | 0.1 | – | 0.1 | – | 0.1 | 0.3 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | Trade receivables – days past due | | | | | Not past due | <30 | 31-60 | 61-90 | >90 | Total | | Company – 28 January 2024 | £m | £m | £m | £m | £m | £m | | Expected credit loss rate | 0.1% | 0.8% | 14.2% | 28.5% | 35.6% | | | Expected total gross carrying amount at default | 42.9 | 0.2 | 0.2 | – | – | | | Lifetime ECL | 0.1 | – | – | – | – | 0.1 | ![]() 174 A.G. BARR p.l.c. Annual Report and Accounts 2025 20. Trade and other receivables continued The carrying amount of the Group and Company’s external trade and other receivables are denominated in the following currencies: | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | UK Sterling | 75.8 | 63.2 | 69.5 | 48.9 | | Euro | 0.8 | 0.4 | 0.3 | 0.3 | | US Dollar | 0.2 | 0.2 | – | – | | | 76.8 | 63.8 | 69.8 | 49.2 | 21. Loans and other borrowings | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Current | | | | | | Lease liabilities | 1.8 | 1.8 | 3.7 | 3.1 | | Non-current | | | | | | Lease liabilities | 2.8 | 3.1 | 16.1 | 17.0 | | Total borrowings | 4.6 | 4.9 | 19.8 | 20.1 | All of the Group’s borrowings are denominated in UK Sterling. As at 25 January 2025, the Group had access to £20m of revolving credit facilities over a period of three years with Royal Bank of Scotland plc. This facility is due to expire in February 2026. Arrangement fees associated with loan facilities are included in the finance costs line in the income statement. During the year to 26 January 2014, certain property assets were transferred into A.G. BARR Scottish Limited Partnership and are being leased back to the Company under a 21-year lease agreement. Further details are included within Note 26. The maturity analysis of the lease liabilities are shown in the table below: | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | Lease liabilities | | Lease liabilities | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Less than one year | 1.8 | 1.8 | 3.7 | 3.1 | | One to two years | 1.6 | 1.5 | 3.1 | 2.9 | | Two to three years | 0.8 | 1.2 | 2.5 | 2.6 | | Three to four years | 0.3 | 0.4 | 2.3 | 2.0 | | Four to five years | 0.1 | – | 2.2 | 1.8 | | Later than five years | – | – | 11.0 | 12.9 | | | 4.6 | 4.9 | 24.8 | 25.3 | | Less: Unearned interest | – | – | (5.0) | (5.2) | | | 4.6 | 4.9 | 19.8 | 20.1 | #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 175 Strategic Report Corporate Governance Accounts The movements in the Group and Company borrowings are analysed as follows: | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Opening borrowings balance | 4.9 | 5.8 | 20.1 | 21.3 | | Net lease movements | (0.3) | (0.2) | (0.3) | (1.2) | | Borrowings acquired/drawn-down | – | 5.0 | – | 5.0 | | Repayments of borrowings | – | (5.7) | – | (5.0) | | Closing borrowings balance | 4.6 | 4.9 | 19.8 | 20.1 | Reconciliation to net funds: | | | | | | | --- | --- | --- | --- | --- | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Closing borrowings balance | (4.6) | (4.9) | (19.8) | (20.1) | | Short-term investments (Note 16) | 42.5 | 20.0 | 42.5 | 20.0 | | Cash and cash equivalents (Note 17) | 21.4 | 33.6 | 16.7 | 22.4 | | Net funds | 59.3 | 48.7 | 39.4 | 22.3 | The facilities at 25 January 2025 were as follows: | | | | | | --- | --- | --- | --- | | | Total facility | Drawn | Undrawn | | | £m | £m | £m | | Revolving credit facility – five years, expires February 2026 | 20.0 | – | 20.0 | | Overdraft | 15.0 | – | 15.0 | | | 35.0 | – | 35.0 | The facilities at 28 January 2024 were as follows: | | | | | | --- | --- | --- | --- | | | Total facility | Drawn | Undrawn | | | £m | £m | £m | | Revolving credit facility – five years, expires February 2026 | 20.0 | – | 20.0 | | | 20.0 | – | 20.0 | ![]() 176 A.G. BARR p.l.c. Annual Report and Accounts 2025 21. Loans and other borrowings continued The table below details changes in the Group and Company’s liabilities arising from financing activities, including both cash and non-cash changes. | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | At 28 January | Interest | Lease liability | | Lease term | Non-cash | Financing cash | At 25 January | | | 2024 | charged | unwind | New leases | change | interest | flows | 2025 | | Group | £m | £m | £m | £m | £m | £m | £m | £m | | Interest paid | – | 0.3 | – | – | – | (0.1) | (0.2) | - | | Lease liabilities (Note 12) | 4.9 | 0.2 | – | 1.9 | (0.3) | – | (2.1) | 4.6 | | Total liabilities from financing activities | 4.9 | 0.5 | – | 1.9 | (0.3) | (0.1) | (2.3) | 4.6 | | Company | £m | £m | £m | £m | £m | £m | £m | £m | | Interest paid | – | 0.3 | – | – | – | (0.1) | (0.2) | – | | Lease liabilities (Note 12) | 20.1 | 0.5 | (0.9) | 1.9 | – | – | (1.8) | 19.8 | | Total liabilities from financing activities | 20.1 | 0.8 | (0.9) | 1.9 | – | (0.1) | (2.0) | 19.8 | 22. Trade and other payables | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Current | | | | | | Trade payables | 32.4 | 36.1 | 29.8 | 28.4 | | Other taxes and social security costs | 4.0 | 4.2 | 4.4 | 2.8 | | Accruals | 36.8 | 30.0 | 32.3 | 24.4 | | Amounts due to subsidiary companies | – | – | 23.5 | 4.0 | | | 73.2 | 70.3 | 90.0 | 59.6 | Trade payables have decreased by £3.7m (2024: decrease by £1.1m) as a result of the phasing of manufacturing and purchase of raw materials. Trade payables and amounts due to subsidiaries are repayable within six months and are not interest bearing. #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 177 Strategic Report Corporate Governance Accounts 23. Provisions | | | | | | | | --- | --- | --- | --- | --- | --- | | | Business change | Business | Customer related | Repairs/ | | | | projects | reorganisation | provisions | Dilapidations | Total | | Group | £m | £m | £m | £m | £m | | Opening provision at 29 January 2023 | – | 0.3 | 0.1 | 0.4 | 0.8 | | Provision utilised during the year | – | (0.3) | – | – | (0.3) | | Closing provision at 28 January 2024 | – | – | 0.1 | 0.4 | 0.5 | | Provision created during the year | 0.7 | 0.9 | – | 0.2 | 1.8 | | Provision utilised during the year | (0.6) | (0.4) | – | (0.2) | (1.2) | | Closing provision at 25 January 2025 | 0.1 | 0.5 | 0.1 | 0.4 | 1.1 | | | | | | | | | --- | --- | --- | --- | --- | --- | | | Business change | Business | Customer related | Repairs/ | | | | projects | reorganisation | provisions | Dilapidations | Total | | Company | £m | £m | £m | £m | £m | | Opening provision at 29 January 2023 | – | 0.3 | 0.1 | 0.2 | 0.6 | | Provision utilised during the year | – | (0.3) | – | – | (0.3) | | Closing provision at 28 January 2024 | – | – | 0.1 | 0.2 | 0.3 | | Provision created during the year | 0.1 | 0.7 | – | 0.2 | 1.0 | | Provision acquired on hive up | 0.5 | – | – | – | 0.5 | | Provision utilised during the year | (0.5) | (0.5) | – | (0.2) | (1.2) | | Closing provision at 25 January 2025 | 0.1 | 0.2 | 0.1 | 0.2 | 0.6 | The business change projects relates to the costs associated with two projects. Firstly, the closure of the Barr Direct operations and associated move to a larger field sales team to support our sales to the convenience channel. And secondly, the integration of the Boost business into Barr Soft Drinks which supports elimination of duplicated activities and provides access to the wider Barr Soft Drinks sales channels. The business reorganisation provision relates to costs associated with a number of smaller business reorganisations not related to the business change projects. The customer related provision relates to costs for vendor and chiller disposal and the repairs and dilapidations provision relates to costs provided to make good leased properties on exit. The majority of these provisions are expected to be utilised within 12 months. ![]() 178 A.G. BARR p.l.c. Annual Report and Accounts 2025 24. Deferred tax assets and liabilities | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Retirement | | | | | | | | benefit | Share-based | Cash flow | Accelerated tax | Total deferred | Net deferred | | | obligations | payments | hedge | depreciation | tax liability | tax liability | | Group | £m | £m | £m | £m | £m | £m | | At 29 January 2023 | (5.5) | – | – | (22.7) | (28.2) | (28.2) | | Credit/(charge) to the income statement (Note 7) | – | 0.4 | – | (1.5) | (1.1) | (1.1) | | (Charge)/credit to other comprehensive income | (0.2) | – | 0.1 | – | (0.1) | (0.1) | | Transfer between asset and liability categories | – | – | – | – | – | – | | Arising on acquisition | – | – | – | (3.0) | (3.0) | (3.0) | | Credit to equity | – | 0.1 | – | – | 0.1 | 0.1 | | At 28 January 2024 | (5.7) | 0.5 | 0.1 | (2 7. 2) | (32.3) | (32.3) | | (Charge)/credit to the income statement (Note 7) | (0.9) | 0.1 | – | (4.5) | (5.3) | (5.3) | | Credit to other comprehensive income | 1.5 | – | – | – | 1.5 | 1.5 | | Credit to equity | – | 0.1 | – | – | 0.1 | 0.1 | | At 25 January 2025 | (5.1) | 0.7 | 0.1 | (31.7) | (36.0) | (36.0) | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Retirement | | | | | | | | benefit | Share-based | Cash flow | Accelerated tax | Total deferred | Net deferred | | | obligations | payments | hedge | depreciation | tax liability | tax liability | | Company | £m | £m | £m | £m | £m | £m | | At 29 January 2023 | (5.5) | (0.1) | – | (6.2) | (11.8) | (11.8) | | Credit/(charge) to the income statement | – | 0.4 | – | (1.5) | (1.1) | (1.1) | | (Charge)/credit to other comprehensive income | (0.2) | – | 0.1 | – | (0.1) | (0.1) | | Credit to equity | – | 0.1 | – | – | 0.1 | 0.1 | | At 28 January 2024 | (5.7) | 0.4 | 0.1 | (7. 7) | (12.9) | (12.9) | | (Charge)/credit to the income statement | (0.9) | 0.2 | – | (4.7) | (5.4) | (5.4) | | Credit to other comprehensive income | 1.5 | – | – | – | 1.5 | 1.5 | | Acquired on subsidiary integration | – | – | – | (7.2) | (7. 2) | (7.2) | | Credit to equity | – | 0.1 | – | – | 0.1 | 0.1 | | At 25 January 2025 | (5.1) | 0.7 | 0.1 | (19.6) | (23.9) | (23.9) | No deferred tax asset is recognised in the statement of financial position for unused capital losses within the Company of £4.0m (2024: £4.0m). During the year to 26 January 2014, the Company set up an asset-backed funding arrangement (as disclosed in Note 26). Under this arrangement the Company made a one off contribution of £20.4m to the pension scheme. Tax deductions were available on the initial £20.4m contribution, which were spread and recognised over the initial four years of the arrangement, giving a reduction to the pension deferred asset. Given the scheme is now in an overall surplus, the deferred tax liability (calculated at 25% in the current year) effectively represents the potential clawback that would arise if the scheme ended with the surplus as disclosed. At the year end this gives rise to a deferred tax liability of £5.1m on the IAS19 surplus of £6.8m and the Company contributions made to the pension scheme of £13.8m per Note 26. All relevant entities within the asset-backed funding structure are consolidated in the Group accounts, meaning that, at a Group level, the funding arrangements entered into in the year to 26 January 2014 are not classified as a plan asset under IAS19:114, since it is a non-transferable financial instrument issued by the entity (i.e. the Group and all its subsidiaries). As such no balances related to the property asset-backed structure are included in the pension assets at a Group level and therefore the total pension surplus at Group level companies solely of the £6.8m surplus under IAS19. However, given that tax accounting is driven at a Company level the deferred tax liability in the Group accounts is the same as the deferred tax liability of the Company i.e. £5.1m even though the pension surplus for the Group is only disclosed as the IAS19 surplus of £6.8m. #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 179 Strategic Report Corporate Governance Accounts 25. Financial risk management Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk and price risk), credit risk and liquidity risk. The Board has delegated the management of the Group’s overall financial risk programme to the Treasury and Commodity Committee; this risk programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures. Financial risk management is carried out in accordance with policies approved by the Board of Directors. Management identifies, evaluates and manages financial risks in close cooperation with the Group’s business units. The Board provides guidance on overall market risk management, including use of derivative financial instruments and investment of excess liquidity. In addition, the Treasury and Commodity Committee deals with a range of other treasury matters, details of which are provided in the Corporate Governance Report. Market risk Foreign exchange risk The Group operates internationally. The Group primarily buys and sells in Sterling but does make purchases and sales denominated in US Dollars and Euros. Due to the hedging arrangements that have been in place for the year ended 25 January 2025, if Sterling had weakened/strengthened by 5% against the US Dollar or Euro, with all other variables held constant, there would not have been a material effect on post-tax profit (year ended 28 January 2024: no material impact on post-tax profit). See also Note 13 for information regarding hedging. The Group periodically enters into option contracts to purchase foreign currencies where the value and volume of trading purchases is known. The Treasury and Commodity Committee assesses whether hedge accounting should be applied for each foreign exchange option contract. Price risk The Group is not exposed to equity securities price risk because no such investments are held by the Group other than within pension scheme assets. The Group purchases a wide range of commodities in the ordinary course of business. Exposure to changes in the market price of certain of these commodities, including sugar, plastic, aluminium and mango, is managed through the use of forward physical supply contracts, primarily to convert floating or indexed prices to fixed prices. The use of such contracts to hedge commodity exposures is governed by the Group’s risk policies and is continually monitored by the Treasury and Commodity Committee. Commodity derivatives also provide a way to meet customers’ pricing requirements whilst achieving a price structure consistent with the Group’s overall pricing strategy. All of the Group’s commodity derivatives are treated as “own use” contracts, which are outside the scope of IFRS 9, since they are both entered into, and continue to be held, for the purposes of the Group’s ordinary operations, and are not net settled (the Group takes physical delivery of the commodity concerned). “Own use” contracts do not require accounting entries until the commodity purchase crystallises. The majority of the Group’s forward physical contracts and commodity derivatives have original maturities of less than one year. As all of the commodity contracts qualify for the “own use” treatment, no sensitivity analysis has been carried out. Cash flow and fair value interest rate risk The Group’s interest rate risk arises from long-term borrowings and short-term investments. Borrowings and investments are obtained at fixed rates reducing the Group’s exposure to cash flow interest rate risk. For the year ended 25 January 2025, if interest rates on Sterling-denominated borrowings at that date had been 1.0% higher/lower, with all other variables held constant, there would have been an immaterial change in the post-tax profit for the year (year ended 28 January 2024: immaterial impact on post-tax profit). ![]() 180 A.G. BARR p.l.c. Annual Report and Accounts 2025 25. Financial risk management continued Credit risk Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. For banks and financial institutions where the company holds cash and cash equivalents, short-term investments and borrowing, only independently rated parties with a minimum rating of “A” are accepted. If major customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control processes assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set by senior management, based on internal or external ratings. The utilisation of credit limits is regularly monitored. Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying business, the Group maintains flexibility in funding by maintaining sufficient cash reserves and the availability of borrowing facilities. See Note 21 for disclosures of committed facilities. Management monitors rolling forecasts of the Group’s liquidity reserve (which comprises undrawn borrowing facilities and cash and cash equivalents) on the basis of expected cash flows. This is carried out at a Group level and involves projecting forward cash flows and considering the level of liquid assets necessary to meet excesses of expenditure relative to income. The Group and Company also enters into forward commodity contracts that are not held on the balance sheet. Commitments are shown in the table below. | | | | | --- | --- | --- | | | Total contractual outflow | | | | 2025 | 2024 | | Group and Company | £m | £m | | Forward commodity contracts – payable within one year | 19.5 | 26.2 | | Forward commodity contracts – payable within one to two years | 4.4 | – | #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 181 Strategic Report Corporate Governance Accounts The undiscounted contractual cash flows of financial liabilities are presented in the table below: | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | Total | | | | | | | | | contractual | | Year ended 25 January 2025 | Within 1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5 years + | outflow | | Group | £m | £m | £m | £m | £m | £m | £m | | Trade and other payables | 32.4 | – | – | – | – | – | 32.4 | | Accruals | 36.8 | – | – | – | – | – | 36.8 | | Leases | 1.8 | 1.6 | 0.8 | 0.3 | 0.1 | – | 4.6 | | Derivatives | 27.5 | 4.6 | – | – | – | – | 32.1 | | | 98.5 | 6.2 | 0.8 | 0.3 | 0.1 | – | 105.9 | | Company | | | | | | | | | Trade and other payables | 29.8 | – | – | – | – | – | 29.8 | | Amounts due to subsidiary companies | 23.5 | – | – | – | – | – | 23.5 | | Accruals | 32.3 | – | – | – | – | – | 32.3 | | Leases | 3.7 | 3.1 | 2.5 | 2.3 | 2.2 | 11.0 | 24.8 | | Derivatives | 27.5 | 4.6 | – | – | – | – | 32.1 | | | 116.8 | 7.7 | 2.5 | 2.3 | 2.2 | 11.0 | 142.5 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | Total | | | | | | | | | contractual | | Year ended 28 January 2024 | Within 1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5 years + | outflow | | Group | £m | £m | £m | £m | £m | £m | £m | | Trade and other payables | 36.1 | – | – | – | – | – | 36.1 | | Accruals | 30.0 | – | – | – | – | – | 30.0 | | Leases | 1.8 | 1.5 | 1.2 | 0.4 | – | – | 4.9 | | Derivatives | 20.2 | 2.4 | – | – | – | – | 22.6 | | | 88.1 | 3.9 | 1.2 | 0.4 | – | – | 93.6 | | Company | | | | | | | | | Trade and other payables | 28.4 | – | – | – | – | – | 28.4 | | Amounts due to subsidiary companies | 4.0 | – | – | – | – | – | 4.0 | | Accruals | 24.4 | – | – | – | – | – | 24.4 | | Leases | 3.1 | 2.9 | 2.6 | 2.0 | 1.8 | 12.9 | 25.3 | | Derivatives | 20.2 | 2.4 | – | – | – | – | 22.6 | | | 80.1 | 5.3 | 2.6 | 2.0 | 1.8 | 12.9 | 104.7 | 182 A.G. BARR p.l.c. Annual Report and Accounts 2025 25. Financial risk management continued Capital risk management The Group defines “capital” as being net debt (including lease liabilities) plus equity. The Group’s objective when managing capital is to maintain an appropriate capital structure to balance the needs of the Group, whilst operating within its bank covenants. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group has a number of options available to it, including modifying dividend payments to shareholders, returning capital to shareholders or issuing new shares. In this way, the Group balances returns to shareholders between long-term growth and current returns whilst maintaining capital discipline in relation to investing activities and taking any necessary action on costs to respond to the current environment. The Group monitors existing equity in issuance on the basis of the net debt/EBITDA ratio. Net debt is calculated as being the net of cash and cash equivalents, interest-bearing loans and borrowings. The net debt/EBITDA ratio enables the Group to plan its capital requirements in the medium term. The Group uses this measure to provide useful information to financial institutions and investors. The Group believes that the current net debt/EBITDA ratio together with existing shares in issuance provides a secure capital structure with a strong level of financial flexibility to enable the Group to take advantage of opportunities that may arise. For the year ended 25 January 2025, there was a net cash surplus of £63.9m (year ended 28 January 2024: net cash surplus of £53.6m) with cash and cash equivalent balances of £21.4m and short-term investments of £42.5m (year ended 28 January 2024: £33.6m and £20.0m respectively). The Group monitors capital efficiency on the basis of the return on capital employed ratio (ROCE). In the financial year ended 25 January 2025, ROCE remained strong at 18.5% (2024: 18.7%). 26. Retirement benefit obligations During the year the Company operated the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme (the “2008 Scheme”). The 2008 Scheme comprises a funded defined benefit section based on final salary and a defined contribution section. The defined benefit section was closed to future accrual from 1 May 2016. The defined contribution section of the 2008 Scheme was closed to new entrants and new contributions from 30 June 2021 and all defined contribution assets (other than additional voluntary contributions related to members of the defined benefit section) were transferred to the A.G. Barr Retirement Plan, an outsourced master trust pension arrangement, in September 2021. Under the defined benefit section of the 2008 Scheme, employees are entitled to retirement benefits based on final pensionable pay. No other post-retirement benefits are provided. Defined benefit scheme: Actuarial valuation The assets of the defined benefit section of the 2008 Scheme are held separately from those of the Company and are invested in managed funds. A full valuation of the defined benefit section of the 2008 Scheme was conducted as at 5 April 2023 using the attained age method and a surplus of £3.2m was determined at that date. The defined benefit section of the 2008 Scheme exposes the Group to actuarial risks such as longevity risk, interest rate risk and market investment risk. Responsibility for governance of the plans, including investment decisions and contribution schedules, lies jointly with the Company and the Board of Pension Trustees. The board of trustees is composed of representatives from the Company scheme members and an independent trustee in accordance with the 2008 Scheme’s rules. #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 183 Strategic Report Corporate Governance Accounts Defined benefit scheme: IAS 19 information The full actuarial valuation carried out at 5 April 2023 was updated to 25 January 2025 by a qualified independent actuary. The valuation used for the defined benefit schemes has been based on market conditions as at the Company year end. The amounts recognised in the statement of financial position are as follows: | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Present value of funded obligations | (65.7) | (69.3) | (65.7) | (69.3) | | Fair value of scheme assets | 72.5 | 72.5 | 72.5 | 72.5 | | Surplus recognised under IAS 19 | 6.8 | 3.2 | 6.8 | 3.2 | | Company contribution made to pension scheme in the year to 26 January 2014 | – | – | 13.8 | 14.4 | | Surplus recognised in the statement of financial position | 6.8 | 3.2 | 20.6 | 17.6 | The movement in the defined benefit obligation over the year is as follows: | | | | | | --- | --- | --- | --- | | | Fair value of | Present value of | | | | plan assets | obligation | Total | | Group and Company | £m | £m | £m | | At 28 January 2024 | 72.5 | (69.3) | 3.2 | | Interest income/(expense) | 3.5 | (3.3) | 0.2 | | Total cost recognised in income statement | 3.5 | (3.3) | 0.2 | | Remeasurements | | | | | – changes in demographic assumptions | – | 0.1 | 0.1 | | – changes in financial assumptions | – | 3.5 | 3.5 | | – experience | – | (0.6) | (0.6) | | – actuarial return on assets excluding amounts recognised in net interest | (2.9) | – | (2.9) | | Total remeasurements recognised in other comprehensive income | (2.9) | 3.0 | 0.1 | | Cash flows | | | | | Employer contributions | 3.3 | – | 3.3 | | Benefits paid | (3.9) | 3.9 | – | | Total cash outflow | (0.6) | 3.9 | 3.3 | | At 25 January 2025 | 72.5 | (65.7) | 6.8 | This table excludes the Company contribution made to the pension scheme through the asset-backed funding arrangement as described below and reconciled in the table above. On 1 May 2016, the defined benefit section of the 2008 Scheme was closed to future accrual following a negotiated agreement between the Company and the board of trustees. The Company made a £1.0m contribution to the benefit section of the 2008 Scheme each year from May 2016 through May 2022. Further contributions of £2.0m were paid in the years ended 29 January 2023 and 25 January 2025. ![]() 184 A.G. BARR p.l.c. Annual Report and Accounts 2025 26. Retirement benefit obligations continued The movement in the defined benefit obligation in the year to 28 January 2024 was as follows: | | | | | | --- | --- | --- | --- | | | Fair value of | Present value of | | | | plan assets | obligation | Total | | Group and Company | £m | £m | £m | | At 29 January 2023 | 79.3 | (76.9) | 2.4 | | Interest income/(expense) | 3.4 | (3.3) | 0.1 | | Total cost recognised in income statement | 3.4 | (3.3) | 0.1 | | Remeasurements | | | | | - changes in demographic assumptions | – | 2.4 | 2.4 | | - changes in financial assumptions | – | 5.7 | 5.7 | | - experience | – | (1.4) | (1.4) | | - actuarial return on assets excluding amounts recognised in net interest | (6.0) | – | (6.0) | | Total remeasurements recognised in other comprehensive income | (6.0) | 6.7 | 0.7 | | Cash flows | | | | | Employer contributions | – | – | – | | Benefits paid | (4.2) | 4.2 | – | | Total cash outflow | (4.2) | 4.2 | – | | At 28 January 2024 | 72.5 | (69.3) | 3.2 | This table excludes the Company contribution made to the 2008 Scheme through the asset-backed funding arrangement as described below and reconciled in the table above. Asset-backed funding arrangement During the year to 26 January 2014, the Company established the A.G. BARR Scottish Limited Partnership (the Partnership) and through the Partnership has entered into a long-term pension funding arrangement with the 2008 Scheme. Under this arrangement certain property assets were transferred into the Partnership and are being leased back to A.G. BARR p.l.c. under a 21-year lease agreement, generating an original income stream of £1.1m per annum for the 2008 Scheme, increasing annually in line with inflation. The Partnership is controlled by A.G. BARR p.l.c. and its results are consolidated by the Group. The value of the properties transferred into the Partnership remains included on the Group and Company’s balance sheet at carrying values at the date of transfer with the Group and Company retaining full operational control over these properties. At the end of the term of the relevant lease, or earlier if the 2008 Scheme becomes fully funded to the extent that the members’ benefits can be secured with an insurance company, the Company has the option to repurchase the properties in the Partnership for an agreed fixed price. A “structured entity” is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate only to administrative tasks and the relevant activities are directed by means of contractual arrangements. As outlined above, during a prior year, certain freehold properties were transferred to a limited Partnership (a structured entity) established by the Group, the main purpose of which is to lease these properties to a Group company and, as a result, to provide the Group’s 2008 Scheme with a distribution of profits in the Partnership. The distribution is subject to discretion exercisable by the Group in certain circumstances; however, given that the Group has the ability to control the limited Partnership by making an additional contribution into the 2008 Scheme, it is the view of the directors that the Group controls the limited Partnership and, therefore, it is treated as a consolidated entity. The carrying value of the properties sold to the Partnership and leased back to the Company remain included on the Group and Company’s balance sheet and continue to be depreciated in line with the Group and Company’s accounting policies with the Group and Company retaining full operational control over these properties. #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 185 Strategic Report Corporate Governance Accounts The Group has taken advantage of the exemption conferred by Regulation 7 of the Partnerships (Accounts) Regulations 2008 and has therefore, not appended the accounts of this qualifying partnership to these financial statements. Separate accounts for the Partnership are not required to be, and have not been filed at UK Companies House. As part of the funding arrangement, the Company made a one-off payment to the 2008 Scheme of £20.4m to allow it to invest in the Partnership and in prior years this has been treated as a reduction in the carrying value of the retirement benefit obligation. As the Partnership results are consolidated within the Group results, no balances are recognised in the consolidated statement of financial position. | | | | | --- | --- | --- | | Financial assumptions | 2025 | 2024 | | Discount rate | 5.5% | 5.0% | | Inflation assumption | 3.2% | 3.1% | | | | | | --- | --- | --- | | Mortality assumptions | 2025 | 2024 | | Average future life expectancy (in years) for a male pensioner aged 65 | 22 | 22 | | Average future life expectancy (in years) for a female pensioner aged 65 | 23 | 23 | | Average future life expectancy (in years) at age 65 for a male non-pensioner aged 45 | 23 | 23 | | Average future life expectancy (in years) at age 65 for a female non-pensioner aged 45 | 26 | 25 | The mortality tables adopted in finalising the fair value of the liabilities are the 2022 VITA tables based on the member’s year of birth. This assumes that the expected age at death for males is 87 to 88 and for females is 88 to 91, depending on their age at 25 January 2025. The fair value of scheme assets at the year end dates is analysed as follows: | | | | | | | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | | | Quoted\* | Unquoted | Quoted\* | Unquoted | | | £m | £m | £m | £m | | Equities | – | – | 6.5 | – | | Bonds | 20.3 | – | 17.0 | – | | Debt | – | – | 8.1 | – | | Cash | – | 22.0 | – | 8.7 | | Buy-in policy | – | 30.2 | – | 32.2 | | Total market value of scheme assets | 20.3 | 52.2 | 31.6 | 40.9 | \* Quoted prices for identical assets or liabilities in active markets. Sensitivity review The sensitivity of the overall pension liability to changes in the principal assumptions is: | | | | | --- | --- | --- | | Year ended 25 January 2025 | Change in assumption | Impact on overall liabilities | | Discount rate | Increase/decrease by 0.5% | Decreases/increases liabilities by £3.9m | | Rate of inflation | Increase/decrease by 0.5% | Increases/decreases liabilities by £1.4m | | Life expectancy | Increase/decrease by one year | Increases/decreases liabilities by £2.6m | | | | | | --- | --- | --- | | Year ended 28 January 2024 | Change in assumption | Impact on overall liabilities | | Discount rate | Increase/decrease by 2% | Decreases/increases liabilities by £20.5m | | Rate of inflation | Increase/decrease by 1% | Increases/decreases liabilities by £3.5m | | Life expectancy | Increase/decrease by one year | Increases/decreases liabilities by £2.8m | 186 A.G. BARR p.l.c. Annual Report and Accounts 2025 26. Retirement benefit obligations continued Methods and assumptions used in preparing the sensitivity analyses The sensitivities disclosed were calculated using approximate methods taking into account the duration of the 2008 Scheme’s liabilities. They have been calculated consistently with last period’s disclosures, however, these change over time with financial conditions and assumptions. Risks to which the 2008 Scheme exposes the Company The nature of the 2008 Scheme exposes the Company to the risk of paying unanticipated additional contributions to the 2008 Scheme in times of adverse experience. The most financially significant risks are likely to be: - Asset volatility The 2008 Scheme’s liabilities are calculated using a discount rate set with reference to corporate bond yields in line with the requirements of IAS 19R. If the 2008 Scheme assets underperform this yield, this will create a deficit. The plan holds investments in a diversified portfolio, primarily bonds as part of a Liability Driven Investment (LDI) solution, which are designed to match the current and future liabilities of the 2008 Scheme. The Board of Pension Trustees have made a number of steps to control the level of investment risk within the 2008 Scheme. The Trustee and the Company agreed to purchase an annuity policy with Canada Life in April 2016 to cover all future pension payments to certain members of the 2008 Scheme. This policy was purchased at a cost of £34.7m and secures the total amount of future pension payments for 100 of the 2008 Scheme’s pensioner members. A second annuity contract was purchased with Canada Life in September 2019 at a cost of £22.7m and secures the total amount of future pension payments for 82 of the 2008 Scheme’s pensioner members. In preparation for a further potential buy-in during 2025, the asset allocation to growth and income assets were sold in order to reduce the risk within the 2008 Scheme and to reinvest the proceeds in a buy-in ready portfolio. The Board of Pension Trustees will continue to review the risk exposures in light of the longer-term objectives of the 2008 Scheme. - Changes in bond yields A decrease in corporate bond yields will increase the 2008 Scheme’s liabilities. In the event of a reduction in the corporate bond yields, there will be an increase in the value of the 2008 Scheme’s bond holdings. - Inflation risk The Group pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. A large proportion of the 2008 Scheme’s assets are invested in an LDI solution which hedges exposure to changes in inflation rates. - Life expectancy The 2008 Scheme’s obligation is to provide benefits for the life of the members. An increase in life expectancy will result in an increase in the 2008 Scheme’s liabilities. In June 2023, the UK High Court issued a ruling in the case of Virgin Media Limited V NTL Pension Trustees II Limited (the Virgin Media case) relating to the validity of certain historical pension changes. The ruling was upheld at the Court of Appeal in July 2024. After seeking external advice, the Group has concluded that they are not aware of any material issues which would require any adjustment to the defined benefit obligation and no further action is required at this stage. Policy for recognising gains and losses The Company recognises actuarial gains and losses immediately, through the remeasurement of the net defined benefit liability. Asset-liability matching strategies used by the 2008 Scheme or the Company Excluding insurance policies held within the 2008 Scheme the Trustee targets a strategic asset allocation which is designed to broadly match the cost of insurer pricing for the Scheme’s remaining non-insured liabilities and minimise risk ahead of a potential insurance transaction. The Trustee has entered into an LDI mandate with Legal & General Investment Management. This has resulted in the Trustee agreeing to implement a strategy which looks to hedge 100% of the Scheme’s interest rate and inflation hedging levels in respect of its liabilities (excluding insurance policies and the asset-backed funding arrangement). The LDI funds are invested in a mix of gilt based LDI funds, corporate bonds and cash, with the aim of matching, as closely as possible, the 2008 Scheme’s liability cashflows. Description of funding arrangements and funding policy that affect future contributions The most recent Schedule of Contributions dated February 2024 set out the contributions payable by the Company to the 2008 Scheme during the year to 25 January 2025 to eliminate the Scheme deficit. This was in addition to the rental income stream from the asset-backed funding arrangement, that is a commitment which will offset the requirement for future deficit contributions. #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 187 Strategic Report Corporate Governance Accounts Expected contributions over the next accounting period A.G. BARR p.l.c. does not expect to make any further contributions to the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme for the year to 31 January 2026 in respect of commitments in relation to the Schedule of Contributions agreed for the year to 25 January 2025, and the 2008 Scheme expects to receive further contributions of approximately £1.7m from the asset-backed funding arrangement in which the 2008 Scheme holds an interest. The weighted average duration of the defined benefit obligation is 12 years. The expected maturity analysis of the undiscounted defined benefit pension benefit, estimated on the 2008 Scheme’s funding is as follows: | | | | | | | --- | --- | --- | --- | --- | | | Less than | One to | Two to | Greater than | | | one year | two years | five years | five years | | Proportion of total pension benefits to be paid as at 5 April 2024 | 2% | 3% | 8% | 87% | | Proportion of total pension benefits to be paid as at 5 April 2023 | 2% | 3% | 8% | 87% | Note the above disclosure is given as at the date of the last signed financial statements for the 2008 Scheme, and for the comparative year. Defined contribution scheme The pension costs for the defined contribution schemes are as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £m | £m | | Defined contribution costs | 4.7 | 4.5 | 27. Share capital | | | | | | | --- | --- | --- | --- | --- | | | 2025 | | | 2024 | | | Shares | £m | Shares | £m | | Authorised, issued and fully paid | 112,028,871 | 4.7 | 112,028,871 | 4.7 | The Company has one class of ordinary shares which carry no right to fixed income. The shares have a nominal value of 4 1/6 pence. During the year to 25 January 2025, the Company’s employee benefit trusts purchased 475,449 shares (2024: 732,534) shares. The total amount paid to acquire the shares has been deducted from shareholders’ equity and is included within retained earnings. At 25 January 2025, the shares held by the Company’s employee benefit trusts represented 791,826 (2024: 1,048,677) shares at a purchased cost of £4.3m (2024: £5.4m). Share repurchase programme During the year ended 25 January 2020, the Group completed a share repurchase programme, purchasing 1,915,772 shares at a total cost of £30.0m. The permanent capital has been replaced through the creation of a Capital Redemption Reserve, which is included in “Other reserves” within equity in the table below. The cash flow hedge reserve is also included in “Other reserves” in equity and records the effective portion of movements in the fair value of forward foreign exchange contracts that have been designated as part of a cash flow hedge relationship. | | | | | | --- | --- | --- | --- | | | | Capital | | | | Cash flow | redemption | | | | hedge reserve | reserve | Total | | Other reserves | £m | £m | £m | | At 28 January 2024 | (0.3) | 0.2 | (0.1) | | Movement on cash flow hedge reserve | 0.1 | – | 0.1 | | At 25 January 2025 | (0.2) | 0.2 | – | The share premium reserve contains the premium arising on the issue of equity shares, net of issue expenses. ![]() 188 A.G. BARR p.l.c. Annual Report and Accounts 2025 28. Share-based payments As disclosed in the Directors’ Remuneration Report, the Group runs a number of share award plans and share option plans: • Savings Related Share Option Scheme which is open to all employees in participating companies • LTIP options which are granted to executive directors and senior executives • AESOP awards that are available to all employees in participating companies Share-based payment costs and related deferred and current tax charges are recognised within the share option reserve. Savings Related Share Option Scheme (SAYE) All SAYEs outstanding at 25 January 2025 and 28 January 2024 have no performance criteria attached other than the requirement for the employee to remain in the employment of the Company and to continue contributing to the plan. Options granted under the SAYE must be exercised within six months of the relevant award-vesting date. The SAYE is open to all qualifying employees in employment at the date of inception of the scheme. Options are normally exercisable after three or five years from the date of grant. The price at which options are offered is not less than 80% of the average of the middle-market price of the five dealing days immediately preceding the date of invitation. The movements in the number of share options outstanding and their related weighted average exercise prices determined using the Black-Scholes valuation model are as follows: | | | | | | | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | | | | Average | | Average | | | | exercise price in | | exercise price in | | | Options | pence per share | Options | pence per share | | At start of the year | 572,010 | 470p | 672,550 | 530p | | Granted | 262,111 | 567p | 289,475 | 463p | | Forfeited | (92,343) | 487p | (89,961) | 442p | | Exercised | (208,724) | 560p | (300,054) | 428p | | At end of the year | 533,054 | 517p | 572,010 | 470p | The weighted average fair value of the share awards made during the period was determined using the Black-Scholes valuation model. The significant inputs to the model were as follows: | | | | | --- | --- | --- | | | SAYE 3 Year | SAYE 5 Year | | Date of grant | 24 May 2024 | 24 May 2024 | | Number of share awards granted | 218,463 | 43,648 | | Share price at date of grant | 567p | 5.67p | | Contractual life in years | 3 | 5 | | Dividend yield | 2% | 2% | | Expected outcome of meeting performance criteria (at grant date) | 70% | 70% | | Fair value determined at grant date | 118p | 169p | None of the options listed above were exercisable at the respective year end dates. The outstanding options at the year end had exercise prices of £5.06, £4.63 and £5.10 (2024: £4.28, £4.59, £5.06, and £4.63). The weighted average share price on the dates that options were exercised in the year to 25 January 2025 was £6.09. The weighted average remaining contractual life of the outstanding share options at the year end is two years (2024: two years). #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 189 Strategic Report Corporate Governance Accounts LTIP During the year, an award of shares was made to the executive directors and senior executives. The weighted average fair value of the share awards made during the period was determined using the Black-Scholes valuation model. The significant inputs to the model were as follows: | | | | --- | --- | | | LTIP | | Date of grant | 2 May 2024 | | Number of share awards granted | 362,024 | | Share price at date of grant | 567p | | Contractual life in years | 3 | | Dividend yield | 2% | | Expected outcome of meeting performance criteria (at grant date) | 100% | | Fair value determined at grant date | 525p | The movements in the number of LTIP awards outstanding and their related weighted average exercise prices determined using the Black-Scholes valuation model are as follows: | | | | | | --- | --- | --- | --- | | | 2025 | 2024 | | | | Share awards | Share awards | | | At start of the year | 1,096,457 | 954,431 | | | Granted | 401,177 | 438,318 | | | Vested | (368,139) | (2 | 27,367) | | Lapsed | (192,591) | | (68,925) | | At end of the year | 936,904 | | 1,096,457 | The weighted average share price on the dates that share awards vested in the year to 25 January 2025 was £5.72. The weighted average remaining contractual life of the outstanding share awards at the year end is 1.26 years (2023: 1.24 years). AESOP As described in the Directors’ Remuneration Report, there are two elements to the AESOP. The partnership share element provides that for every two shares (year to 28 January 2024: two shares) that a participant purchases in A.G. BARR p.l.c., up to a maximum contribution of £150 per month, the Company will purchase one matching share. The matching shares purchased are held in trust in the name of the individual. There are various rules as to the period of time that the shares must be held in trust but after five years, the shares can be released tax free to the participant. The second element of free shares allows participants to receive shares to the value of a common percentage of their earnings, related to the performance of the Group. The maximum value of the annual award is £3,600 and the shares awarded are held in trust for five years. Under the terms of the AESOP rules, any award of free shares to employees is made by the Trustee of the AESOP subject to the Company’s consent. ![]() 190 A.G. BARR p.l.c. Annual Report and Accounts 2025 29. Related party transactions Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Details of transactions between the Company and related parties are as follows: | | | | | --- | --- | --- | | | | Purchase of goods and services | | | 2025 | 2024 | | | £m | £m | | Rubicon Drinks Limited | 8.7 | 7.4 | | FUNKIN Limited | 1.4 | 2.6 | | Boost Drinks Limited | 2.6 | 1.1 | The amounts disclosed in the table below are the amounts owed to and due from subsidiary companies that are trading subsidiaries. The balances are unsecured and are due on demand. The difference between the total of these balances and the amounts disclosed as amounts due by (Note 20) and to subsidiary companies (Note 22) are balances due by and due to dormant subsidiary companies. | | | | | | | --- | --- | --- | --- | --- | | | | Amounts owed by related parties | | Amounts due to related parties | | | 2025 | 2024 | 2025 | 2024 | | | £m | £m | £m | £m | | Rubicon Drinks Limited | – | – | 10.7 | 3.7 | | FUNKIN Limited | – | – | 5.2 | – | | Boost Drinks Limited | – | 1.6 | 6.9 | 0.2 | | MOMA Foods Ltd | 2.6 | 2.6 | – | – | The amounts disclosed in the table below were the amounts owed from investments in associates from an interest-free equity convertible loan note. | | | | | --- | --- | --- | | | | Amounts due by related parties | | | 2025 | 2024 | | | £m | £m | | Loans to associates | | | | Opening balance | – | 1.0 | | Amounts written off | – | (1.0) | | Closing balance | – | – | The loans to associates balances at 29 January 2023 were reviewed during the period to 28 January 2024 and it was assessed that there was no reasonable expectation of recovery and the balances were written off. Compensation of key management personnel The remuneration of the executive directors, non-executive directors and senior executives during the year was as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | £m | £m | | Salaries and short-term benefits | 4.9 | 5.0 | | Post employment benefits | 0.3 | 0.4 | | Share-based payments | 2.0 | 1.8 | | | 7.2 | 7. 2 | The Directors’ Remuneration Report can be found on pages 89 to 108. Retirement benefit plans The Group’s retirement benefit plans are administered by an independent third party service provider. During the year, the service provider charged the Group £0.1m (2024: £0.3m) for administration services in respect of the retirement benefit plans. At the year end, £nil (2024: £nil) was outstanding to the service provider on behalf of the retirement benefit plans. #### NOTE S #### TO THE #### ACCOUNTS #### CONTINUED ![]() 191 Strategic Report Corporate Governance Accounts 30. Subsidiaries The Group’s subsidiaries at 28 January 2024 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business. | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | | Ownership interest | | | | | | | held by the Group | | | | Place of business/ | | 2025 | 2024 | | | Name of entity | country of incorporation | Address | % | % | Principal activities | | FUNKIN Limited\* | UK | Milton Keynes | 100 | 100 | Distribution and selling of cocktail solutions | | FUNKIN USA Limited\* | USA | Milton Keynes | 100 | 100 | Distribution and selling of cocktail solutions | | Rubicon Drinks Limited\* | UK | Milton Keynes | 100 | 100 | Distribution of fruit-based soft drinks | | A.G. BARR Capital Partner Limited\* | UK | Milton Keynes | 100 | 100 | Investment holding company | | A.G. BARR General Partner Limited\* | UK | Cumbernauld | 100 | 100 | Investment holding company | | A.G. BARR Pension Trustee Limited | UK | Cumbernauld | 100 | 100 | Investment holding company | | A.G. BARR Scottish Limited Partnership | UK | Cumbernauld | 100 | 100 | Investment holding company | | Robert Barr Limited | UK | Cumbernauld | 100 | 100 | Non-trading entity | | Mandora St Clements Limited | UK | Milton Keynes | 100 | 100 | Non-trading entity | | Tizer Limited | UK | Milton Keynes | 100 | 100 | Non-trading entity | | A.G. BARR (Ireland) Limited | Republic of Ireland | Dublin | 100 | 100 | Non-trading entity | | MOMA Foods Ltd\* | UK | Milton Keynes | 100 | 100 | Distribution and selling of oat drinks and cereals | | Boost Drinks Holdings Limited (dissolved) | UK | Milton Keynes | – | 100 | Investment holding company | | Boost Drinks Limited\* | UK | Milton Keynes | 100 | 100 | Distribution and selling of soft drinks | | Rio Tropical Limited (dissolved) | UK | Milton Keynes | – | 100 | Distribution of soft drinks | \* Under section 479A of the Companies Act 2006 the Group is claiming exemption from audit for the subsidiary company with an "\*" in the table above. The parent undertakings, A.G. BARR p.l.c., registered number SC005653, guarantees all outstanding liabilities to the which the subsidiary company is subject at the end of the financial year (being the year ended 25 January 2025 for each company). The guarantee is enforceable against the parent undertaking by any person to whom the subsidiary company is liable in respect of those liabilities. The full address for Cumbernauld is: Westfield House, 4 Mollins Road, Cumbernauld, Scotland, G68 9HD. The full address for Milton Keynes is: Crossley Drive, Magna Park, Milton Keynes, England, MK17 8FL. The full address for Dublin is: 25-28 North Wall Quay, Dublin 1, Dublin, Ireland. 31. Subsequent events In February 2025 we announced a reorganisation to simplify our business around a single AG Barr organisation. The new model will result in a single, integrated FUNKIN and soft drinks business that will simplify processes, remove duplication and better position us to meet our growth ambitions. The associated costs of this integration are anticipated to be in the region of c.£1m. In March 2025 we announced the intention to discontinue the Strathmore brand later in the year ending 31 January 2026, which, subject to employee consultation, could lead to the closure of the Forfar manufacturing site. 192 A.G. BARR p.l.c. Annual Report and Accounts 2025 Non-GAAP measures are provided because they are tracked by management to assess the Group's operating performance and to inform financial, strategic and operating decisions. Definition of non-GAAP measures used are provided below: Adjusted basic earnings per share is a non-GAAP measure calculated by dividing adjusted profit attributable to equity holders by the weighted average number of shares in issue. Adjusted invested capital is a non-GAAP measure and is calculated as invested capital adjusted to reflect the balance sheet impact of the adjusting items in the income statement. Adjusted operating margin is a non-GAAP measure and is calculated by dividing adjusted operating profit by revenue. Adjusted operating profit is a non-GAAP measure calculated as operating profit after adjusting items. Adjusted profit before tax is non-GAAP measure calculated as reported profit before tax after adjusting entries as disclosed in the adjusting entries accounting policy. Adjusted return on capital employed (Adjusted ROCE) is a non-GAAP measure and is defined as adjusted profit before tax divided by adjusted invested capital. Cash capital expenditure is a non-GAAP measure and is defined as the cash outflow on purchases of property, plant and equipment, and is disclosed in the cash flow statement. EBITDA is a non-GAAP measure and is defined as operating profit before depreciation and amortisation. Full year dividend is a non-GAAP measure and is defined as the total dividends declared for the financial year. Gross margin is a non-GAAP measure calculated by dividing gross profit by revenue. Net cash at bank is a non-GAAP measure and is defined as the net of cash and cash equivalents plus short-term investments less loans and other borrowings as shown in the statement of financial position. Operating margin is a non-GAAP measure calculated by dividing operating profit by revenue. Profit conversion to cash ratio is a non-GAAP measure and is defined as net cash from operating activities divided by adjusted profit before tax. Return on capital employed (ROCE) is a non-GAAP measure and is defined as reported profit before tax as a percentage of invested capital. Invested capital is a non-GAAP measure defined as period end non-current plus current assets less current liabilities excluding all balances relating to provisions, financial instruments, interest-bearing liabilities and cash or cash equivalents. Revenue growth is a non-GAAP measure calculated as the difference in revenue between two reporting periods divided by the revenue of the earlier reporting period. #### GLOSSARY ![]() 193 Strategic Report Corporate Governance Accounts Adjusted Consolidated Income Statements Year ended 25 January 2025 Year ended 28 January 2024 Reported Business change projects Adjusted Reported Boost earn-out accrual write back Adjusted Revenue 420.4 – 420.4 400.0 – 400.0 Cost of sales (256.1) – (256.1) (245.8) – (245.8) Gross profit 164.3 – 164.3 154.2 – 154.2 Operating expenses (112.6) 5.3 (107.3) (104.1) (0.8) (104.9) Operating profit 51.7 5.3 57.0 50.1 (0.8) 49.3 Finance income 2.0 – 2.0 1.4 – 1.4 Finance costs (0.5) – (0.5) (0.2) – (0.2) Profit before tax 53.2 5.3 58.5 51.3 (0.8) 50.5 Tax on profit (13.5) (0.9) (14.4) (12.8) – (12.8) Profit for the period 39.7 4.4 44.1 38.5 (0.8) 37. 7 Adjusting entries: Business change projects – the costs associated with the business change projects involving the closure of Barr Direct operations and the integration of the Boost business. Boost earn-out reversal – certain conditions associated with the Boost earn-out were not met and as such the earn-out was not payable in its previous form but was incorporated into employee reward incentives. Adjusted basic EPS 2025 2024 Adjusted profit attributable to equity holders of the Company £m 44.1 37.7 Weighted average number of shares in issue 110,874,571 111,289,068 Adjusted basic EPS (p) 39.77 33.88 Full year dividend 2025 pence 2024 pence Interim dividend paid 3.10 2.65 Final dividend declared 13.76 12.40 Full year dividend 16.86 15.05 Gross margin 2025 £m 2024 £m Revenue 420.4 400.0 Gross profit 164.3 154.2 Gross margin 39.1% 38.6% #### RECONCILIATION #### OF NON-GAAP #### MEASURES ![]() 194 A.G. BARR p.l.c. Annual Report and Accounts 2025 Net cash at bank 2025 £m 2024 £m Cash and cash equivalents 21.4 33.6 Short-term investments 42.5 20.0 Net cash at bank 63.9 53.6 Operating margin 2025 £m 2024 £m Revenue 420.4 400.0 Reported operating profit 51.7 50.1 Operating margin 12.3% 12.5% Adjusted operating margin 2025 £m 2024 £m Revenue 420.4 400.0 Adjusted operating profit 57.0 49.3 Adjusted operating margin 13.6% 12.3% Profit conversion to cash ratio 2025 £m 2024 £m Net cash from operating activities 48.3 48.5 Adjusted profit before tax 58.5 50.5 Profit conversion to cash ratio 82.6% 96.0% ROCE 2025 £m 2024 £m Profit before tax 53.2 51.3 Intangible assets 129.2 130.4 Property, plant and equipment 118.0 109.0 Right-of-use assets 5.0 5.2 Inventories 31.7 36.5 Trade and other receivables 76.8 63.8 Current tax 0.4 (0.7) Trade and other payables (73.2) (70.3) Invested capital 287.9 273.9 ROCE 18.5% 18.7% #### RECONCILIATION #### OF NON-GAAP #### MEASURES #### CONTINUED ![]() 195 Strategic Report Corporate Governance Accounts Adjusted ROCE 2025 £m 2024 £m Adjusted profit before tax 58.5 50.5 Intangible assets 129.2 130.4 Property, plant and equipment 121.2 109.0 Right-of-use assets 5.0 5.2 Inventories 31.7 36.5 Trade and other receivables 76.8 63.8 Current tax 0.4 (0.7) Trade and other payables (73.2) (70.3) Adjusted invested capital 291.1 273.9 Adjusted ROCE 20.1% 18.4% Adjusted invested capital 2025 £m 2024 £m Invested capital 287.9 273.9 Assets held as available for sale returned to property, plant and equipment 3.2 – Adjusted invested capital 291.1 273.9 196 A.G. BARR p.l.c. Annual Report and Accounts 2025 THE FOLLOWING INFORMATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this report or as to the action you should take, you should seek your own personal financial advice from: (i) a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom; or (ii) another appropriately authorised independent financial adviser if you are not resident in the United Kingdom. If you have sold or otherwise transferred all of your shares in A.G. BARR p.l.c., please pass this report, together with the accompanying documents (except the accompanying personalised form of proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. Notice is hereby given that the one hundred and twenty-first Annual General Meeting of A.G. Barr p.l.c. (the “Company”) will be held at the offices of Ernst and Young LLP, G1 Building, 5 George Square, Glasgow, G2 1DY on Friday 23 May 2025 at 12.00 p.m. to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 13 (inclusive) will be proposed as ordinary resolutions and Resolutions 14 and 15 will be proposed as special resolutions. Voting on each of the resolutions will be conducted by way of a poll. 1. To receive and approve the audited accounts of the group and the Company for the year ended 25 January 2025 together with the directors’ and auditor’s reports thereon. 2. To receive and approve the annual statement by the chair of the remuneration committee and the directors’ remuneration report as set out on pages 85 to 88 and pages 89 to 108 respectively of the Company’s annual report and accounts for the year ended 25 January 2025. 3. To declare a final dividend of 13.76 pence per ordinary share of 4 1/6 pence for the year ended 25 January 2025. 4. To re-elect Mr Mark Allen OBE as a director of the Company. 5. To re- elect Mr Euan Angus Sutherland as a director of the Company. 6. To re-elect Mr Stuart Lorimer as a director of the Company. 7. To re-elect Ms Susan Verity Barratt as a director of the Company. 8. To re-elect Ms Louise Helen Smalley as a director of the Company. 9. To re-elect Ms Zoe Louise Howorth as a director of the Company. 10. To re-elect Mr Nicholas Barry Edward Wharton as a director of the Company. 11. To re-elect Ms Julie Anne Barr as a director of the Company. 12. To re-appoint Deloitte LLP as the Company’s auditor, to hold office until the conclusion of the next general meeting at which accounts are laid, and to authorise the audit and risk committee of the board of directors of the Company to fix their remuneration. #### NOTICE OF #### ANNUAL #### GENERAL #### MEETING ![]() 197 Strategic Report Corporate Governance Accounts 13. THAT the board of directors of the Company (the “Board”) be and it is hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the “2006 Act”) to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company: a. up to an aggregate nominal amount of £1,555,956.54; and b. up to a further aggregate nominal amount of £1,555,956.54 provided that: (i) they are equity securities (within the meaning of section 560 of the 2006 Act); and (ii) they are offered by way of a rights issue in favour of the holders of shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of shares held by them on that date subject to such exclusions or other arrangements as the Board deems necessary or expedient to deal with: (i) equity securities representing fractional entitlements; (ii) treasury shares; and/or (iii) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever, provided that this authority shall expire on the earlier of 31 July 2026 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. 14. THAT, subject to the passing of resolution 13 set out in the notice of the annual general meeting of the Company convened for 23 May 2025 (“Resolution 13”), the board of directors of the Company (the “Board”) be and it is hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the “2006 Act”), to allot equity securities (within the meaning of section 560 of the 2006 Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of 4 1/6 pence each in the capital of the Company (“Ordinary Shares”), wholly for cash either pursuant to the authority conferred on them by Resolution 13 or by way of a sale of treasury shares (within the meaning of section 560(3) of the 2006 Act) as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to: a. the allotment of equity securities, for cash, in connection with a rights issue, open offer or other pre-emptive offer in favour of holders of Ordinary Shares (excluding the Company in its capacity as a holder of treasury shares) on the register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of Ordinary Shares held by them on that date subject to such exclusions or other arrangements in connection with the rights issue, open offer or other offer as the Board deem necessary or expedient to deal with: (i) equity securities representing fractional entitlements; (ii) treasury shares; and/or (iii) legal or practical problems arising in any overseas territory, the requirements of any regulatory body or any stock exchange or any other matter whatsoever; and b. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £466,786.96, provided that this authority shall expire on the earlier of 31 July 2026 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after the expiry of this authority and the Board may allot equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired. 15. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the “2006 Act”) to make one or more market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 4 1/6 pence each in the capital of the Company (“Ordinary Shares”), on such terms and in such manner that the directors think fit, provided that: a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 11,202,887; b. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five dealing days immediately preceding the day on which the Ordinary Share is purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out; c. the minimum price which may be paid for an Ordinary Share is an amount equal to its nominal value (in each case exclusive of associated expenses); d. unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the earlier of 31 July 2026 and the conclusion of the next annual general meeting of the Company after the passing of this resolution, but a contract to purchase Ordinary Shares may be made before such expiry which will or may be completed wholly or partly thereafter, and a purchase of Ordinary Shares may be made in pursuance of any such contract; and e. an Ordinary Share so purchased shall be cancelled or, if the directors so determine and subject to the provisions of applicable laws or regulations of the Financial Conduct Authority, held as a treasury share. ![]() 198 A.G. BARR p.l.c. Annual Report and Accounts 2025 By order of the Board Christopher K. O’Donnell Company Secretary 22 April 2025 Registered Office A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD. Registered in Scotland SC005653. Shareholders should also read the notes to this Notice of Annual General Meeting which are set out on pages 201 to 203 of this report. Those notes provide further information about shareholders’ entitlement to attend, speak and vote at the Annual General Meeting (and their ability to appoint another person to do so on their behalf). Explanatory Notes The following notes provide an explanation of the resolutions to be considered at the one hundred and twenty-first annual general meeting (the “AGM”) of A.G. BARR p.l.c. (the “Company”). The board of directors of the Company (the “Board”) considers that all the resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them. Resolutions 1 to 13 (inclusive) will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 14 and 15 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. Resolution 1 – Receive and approve the reports and accounts Shareholders are being asked to receive and approve the audited accounts of the group and the Company (as audited by Deloitte LLP) for the year ended 25 January 2025 together with the associated reports of the directors and auditor. Resolution 2 – Directors’ remuneration The directors’ remuneration report is divided into three parts: the annual statement by the chair of the remuneration committee, the directors’ remuneration policy and the directors’ remuneration report. – The annual statement by the chair of the remuneration committee (which is set out on pages 85 to 88 of this report) provides a summary of the directors’ remuneration policy and the directors’ remuneration report. – The directors’ remuneration policy (which is set out on pages 109 to 122 of this report) sets out the Company’s future policy on directors’ remuneration. – The directors’ remuneration report (which is set out on pages 89 to 108 of this report) gives details of the payments and share awards made to the directors in connection with their and the Company’s performance during the year ended 25 January 2025. It also details how the Company’s policy on directors’ remuneration will be operated in the coming year. Resolution 2 invites shareholders to approve the annual statement by the chair of the remuneration committee and the directors’ remuneration report (other than the directors’ remuneration policy which was approved at the annual general meeting of the Company held in 2023 and is expected not to be voted on again until the annual general meeting to be held in 2026) for the year ended 25 January 2025. This resolution is an advisory vote and will not affect the way in which the Company’s remuneration policy has been implemented. Each year, shareholders will be given an advisory vote on the implementation of the directors’ remuneration policy in relation to the payments and share awards made to directors during the year under review. #### NOTICE OF #### ANNUAL #### GENERAL #### MEETING #### CONTINUED ![]() 199 Strategic Report Corporate Governance Accounts Resolution 3 – Final dividend Shareholders are being asked to approve a final dividend of 13.76 pence per ordinary share of 4 1/6 pence for the year ended 25 January 2025. If shareholders approve the recommended final dividend, it will be paid on 6 June 2025 to all shareholders on the Company’s register of members as at 9 May 2025. Resolutions 4 to 11 inclusive – Re-election of directors The Board complies with the provisions of the UK Corporate Governance Code whereby all directors are subject to annual re-election. Accordingly, all directors of the Company are retiring and offering themselves for re-election. Biographical details of the directors are set out on pages 64 to 65 of this report. The Board has confirmed that, following formal performance evaluation, all of the directors continue to perform effectively and demonstrate commitment to their roles. The Board, therefore, unanimously recommends the proposed re-election of the directors. Resolution 12 – Re-appointment of auditor The Company is required to appoint an auditor at each general meeting at which accounts are presented to shareholders and Deloitte LLP have indicated their willingness to continue in office. Accordingly, shareholders are being asked to approve the re-appointment of Deloitte LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the audit and risk committee of the Board to fix their remuneration. Resolution 13 – Authority to allot shares The directors may not allot shares in the Company unless authorised to do so by shareholders in a general meeting. Sub-paragraph (a) of Resolution 13, if passed, will authorise the directors to allot shares having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company’s issued share capital as at 3 April 2025 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise this authority. In line with guidance issued by the Investment Association, sub-paragraph (b) of Resolution 13, if passed, will authorise the directors to allot additional shares in connection with a rights issue having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company’s issued share capital as at 3 April 2025 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise the authority sought under sub-paragraph (b) of Resolution 13. However, if such authority is obtained, it will give the Company greater flexibility to allot additional shares for the purpose of a pre-emptive rights issue. This authority will be used when the directors consider it to be in the best interests of shareholders. The authorities sought under Resolution 13 will expire on the earlier of 31 July 2026 (being the latest date by which the Company must hold its annual general meeting in 2026) and the conclusion of the annual general meeting of the Company held in 2026. Resolution 14 – Disapplication of statutory pre-emption rights If the directors wish to allot new shares for cash, the Companies Act 2006 states that the shares must be offered first to existing shareholders in proportion to their existing shareholdings. For legal, regulatory and practical reasons, it might not be possible or desirable for shares allotted by means of a pre-emptive offer to be offered to certain shareholders, particularly those resident overseas. Furthermore, it might, in some circumstances, be in the Company’s interests for the directors to be able to allot some shares for cash without having to offer them first to existing shareholders. To enable this to be done, shareholders’ statutory pre-emption rights must be disapplied. Accordingly, Resolution 14, if passed, will empower the directors to allot a limited number of new equity securities without shareholders’ statutory pre-emption rights applying to such allotment. The authority conferred by Resolution 14 would also cover the sale of treasury shares for cash. Sub-paragraph (a) of Resolution 14 will, if passed, confer authority on the directors to make any arrangements which may be necessary to deal with any legal, regulatory or practical problems arising on a rights issue, an open offer or any other pre-emptive offer in favour of ordinary shareholders, for example, by excluding certain overseas shareholders from such issue or offer. Sub-paragraph (b) of Resolution 14 will, if passed, disapply shareholders’ statutory pre-emption rights by empowering the directors to allot equity securities for cash on a non pre-emptive basis but only new equity securities having a maximum aggregate nominal value of £466,786.96, representing approximately 10% of the Company’s issued share capital as at 3 April 2025 (being the latest practicable date prior to the publication of this report). The authority sought under Resolution 14 will expire on the earlier of 31 July 2026 (being the latest date by which the Company must hold an annual general meeting in 2026) and the conclusion of the annual general meeting of the Company held in 2026. 200 A.G. BARR p.l.c. Annual Report and Accounts 2025 Resolution 15 – Purchase of own shares The Companies Act 2006 permits a company to purchase its own shares provided the purchase has been authorised by shareholders in a general meeting. Resolution 15, if passed, will give the Company the authority to purchase any of its own issued ordinary shares at a price of not less than an amount equal to the nominal value of an ordinary share and not more than the higher of: (i) 5% above the average of the middle market quotations of the Company’s ordinary shares as derived from the London Stock Exchange Daily Official List for the five dealing days before any purchase is made; and (ii) the higher of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out. The authority will enable the purchase of up to a maximum of 11,202,887 ordinary shares, representing approximately 10% of the Company’s issued ordinary share capital as at 3 April 2025 (being the last practicable date prior to the publication of the report), and will expire on the earlier of 31 July 2026 (being the latest date by which the Company must hold an annual general meeting in 2026) and the conclusion of the annual general meeting of the Company held in 2026. The directors will only exercise this buy back authority after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall position of the Company. Purchases would be financed out of distributable profits and shares purchased would either be cancelled (and the number of shares in issue reduced accordingly) or held as treasury shares. The Company operates two share option schemes under which awards may be satisfied by the allotment or transfer of ordinary shares to a scheme participant. However, in practice, the Company has always satisfied awards to participants by the transfer of ordinary shares from the trustee of each of the schemes. As at 3 April 2025 (being the latest practicable date prior to the publication of this report), options had been granted over 1,488,807 ordinary shares (the “Option Shares”) representing approximately 1.32% of the Company’s issued share capital at that date. If the authority to purchase the Company’s ordinary shares (as described in Resolution15) was exercised in full, the Option Shares would have represented approximately 1.47% of the Company’s issued share capital as at 3 April 2025. As at 3 April 2025, the Company did not hold any treasury shares. #### NOTICE OF #### ANNUAL #### GENERAL #### MEETING #### CONTINUED ![]() 201 Strategic Report Corporate Governance Accounts NOTES 1. Attending the Annual General Meeting in person If you wish to attend the Annual General Meeting (“AGM”) in person, you should arrive at the venue for the AGM in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company’s registrar, Equiniti Limited (the “Registrar”), prior to being admitted to the AGM. 2. Appointment of a proxy Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a member of the Company but must attend the AGM to represent a member. To be validly appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying proxy form. If a member wishes a proxy to speak on their behalf at the AGM, the member will need to appoint their own choice of proxy (not the Chair of the AGM) and give their instructions directly to them. Such an appointment can be made using the proxy form accompanying this notice of AGM, electronically, through CREST, or through Proxymity. Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, they should contact the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA. A member may instruct their proxy to abstain from voting on a particular resolution to be considered at the AGM by marking the “Withheld” option in relation to that particular resolution when appointing their proxy. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes “For” or “Against” the resolution. The appointment of a proxy will not prevent a member from attending the AGM and voting in person if he or she wishes. A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint a proxy under the procedures set out in these notes and should read Note 9 below. 3. Appointment of a proxy using a proxy form or electronically A proxy form for use in connection with the AGM is enclosed. To be valid, any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA, or submitted electronically at www.shareview.co.uk at least 48 hours before the time of the AGM or any adjournment of that meeting. If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA. 4. Appointment of a proxy through CREST CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to: www.euroclear.com. CREST personal members or other CREST sponsored members and those CREST members who have appointed (a) voting service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID RA19) no later than 48 hours before the time of the AGM or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to the appointee through other means. 202 A.G. BARR p.l.c. Annual Report and Accounts 2025 CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed (a) voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting system provider(s) are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 5. Appointment of a proxy through Proxymity If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 p.m. on 21 May 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. 6. Appointment of a proxy by joint holders In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the purported appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first named being the most senior). 7. Corporate representatives Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s). 8. Entitlement to attend and vote To be entitled to attend and vote at the AGM (and for the purpose of determining the votes they may cast), members must be registered in the Company’s register of members at 6.30 p.m. on 21 May 2025 (or, if the AGM is adjourned, at 6.30 p.m. on the day two days prior to the adjourned meeting). Any changes to the Company’s register of members after the relevant deadline will be disregarded in determining the rights of any person to vote at the AGM. 9. Nominated persons Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the “2006 Act”) to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. 10. Website giving information regarding the AGM Information regarding the AGM, including information required by section 311A of the 2006 Act, and a copy of this notice of AGM is available from www.agbarr.co.uk. 11. Audit concerns Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the 2006 Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website. #### NOTICE OF #### ANNUAL #### GENERAL #### MEETING #### CONTINUED ![]() 203 Strategic Report Corporate Governance Accounts 12. Voting rights As at 3 April 2025 (being the latest practicable date prior to the publication of this notice), the Company’s issued share capital consisted of 112,028,871 ordinary shares of 4 1/6 pence each, carrying one vote each. As at 3 April 2025, the Company did not hold any treasury shares. Therefore, the total voting rights in the Company as at 3 April 2025 were 112,028,871 votes. 13. Shareholder questions Shareholders have the right to ask questions related to the business of the meeting. Shareholders can submit questions related to the business of the meeting by email to agm2025@agbarr.co.uk. Answers to shareholder questions will be sent to individual shareholders as soon as practically possible after the AGM. 14. Voting at the AGM Shareholders are able to vote in advance of the meeting using their proxy form enclosed. The proxy form covers all resolutions to be proposed at the AGM. Shareholders are being encouraged to submit their votes as early as possible and by no later than 48 hours before the time of the AGM. Votes can be submitted either by returning the proxy form in the post (postage is pre-paid), or electronically by following the instructions set out on the proxy form. Voting on all resolutions at the AGM will be conducted by way of a poll. The results of the poll will be announced to the London Stock Exchange as soon as possible after the conclusion of the AGM and will be published on our website. 15. Notification of shareholdings Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chair of the AGM as his/her proxy will need to ensure that both he/she, and his/her proxy, comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules. 16. Further questions and communication Under section 319A of the 2006 Act, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Members who have any general queries about the AGM should contact the Company Secretarial Department by email to: companysecretarialdepartment@agbarr.co.uk. Members may not use any electronic address provided in this report or in any related documents (including the accompanying proxy form) to communicate with the Company for any purpose other than those expressly stated. 17. Documents available for inspection The following documents will be available for inspection on the day of the AGM at the offices of Ernst and Young LLP, G1 Building, 5 George Square, Glasgow, G2 1DY from 11.45 a.m. until the conclusion of the AGM: 17.1 copies of the service contracts of the Company’s executive directors; and 17.2 copies of the letters of appointment of the Company’s non-executive directors. 204 A.G. BARR p.l.c. Annual Report and Accounts 2025 #### NOTES ![]() Printed on material from FSC ® certified forests and other controlled sources. This publication was printed by a printer that is a member of an FSC ® certified group and holds an ISO 14001 certification. 100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and, on average 99% of any waste associated with this production will be recycled and the remaining 1% used to generate energy. The paper has been carbon captured with The Woodland Trust, the largest woodland conservation charity in the United Kingdom and is concerned with the creation, protection, and restoration of native woodland heritage. Through protecting standing forests, under threat of clearance, carbon is locked-in, that would otherwise be released. ![]() A.G. BARR p.l.c. Westfield House 4 Mollins Road Cumbernauld G68 9HD Tel: 0330 390 3900 Registered Office Westfield House 4 Mollins Road Cumbernauld G68 9HD Company Secretary Christopher K. O'Donnell Auditors Deloitte LLP 110 Queen Street Glasgow G1 3BX Registrars Equiniti Ltd Aspect House Spencer Road Lancing West Sussex BN99 6DA Registered Number SC005653 agbarr.co.uk