Annual Report and Accounts 2026
BUILDING
GREAT
BRANDS
A.G. BARR p.l.c. Annual Report and Accounts 2026
AG Barr is a UK based branded beverage
business focused on growth and long-term
shareholder value.
Ambitious and value-driven, with a strong
consumer focus, we are brand owners and
builders, offering a broad and differentiated
portfolio of brands that people love.
Established 150 years ago in Scotland, now operating across
the UK and with export markets throughout the world, we
strive to grow our business through our existing brands and
through targeted acquisitions. Employing around 1,000
people across the UK, we are proud to be a responsible
business that listens to consumers, builds lasting relationships
with customers, 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
our annual report for the 53 weeks ending 31 January 2026.
It demonstrates a year of significant progress in which we
have delivered great results whilst at the same time laying
strong foundations for future growth. Looking forward, I am
energised by the opportunity to drive growth in the business
and am confident that our fantastic team across all parts of
the business can achieve this.
Euan Sutherland
Chief Executive Officer
INTRODUCTION
Our Brands
Our brand portfolio is centred on our core
soft drinks brands – IRN-BRU, Rubicon and Boost.
Complementing these is our broad portfolio
of other brands, which has been strategically
expanded this year through targeted M&A.
The acquisitions of Innate-Essence and Frobishers
during FY25/26 and Fentimans in early FY26/27
has further broadened our portfolio, strengthening
our presence in the growth categories of
functional drinks and premium socialising.
Find out more about our brands on page 13
Our Strategy
Our overarching purpose
is ‘Building great brands.
For everyone.’
Read about our strategy on page 12
Our Sustainability
We take our environmental responsibilities
seriously, continuously seeking to minimise our
impact on the world 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 responsibility report on page 30
1
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
STRATEGIC REPORT
Financial highlights 1
Celebrating 150 years 2
At a glance 4
Chair's statement 6
Investment highlights 8
Market overview 9
Our business model 10
Our strategy 12
Our strategy in action 13
Chief Executive Officer's review 26
Financial key performance indicators 29
Responsible business report 30
Financial review 58
Risk management 63
CORPORATE GOVERNANCE
Board of Directors 70
Corporate Governance Report 72
Audit and Risk Committee Report 87
Directors’ Remuneration Report 93
Directors’ Report 124
Statement of Directors’ Responsibilities 130
FINANCIAL STATEMENTS
Independent Auditor’s Report to
the members of A.G. BARR p.l.c. 131
Consolidated Income Statement 140
Statements of Comprehensive Income 141
Statement of Financial Position 142
Statement of Changes in Equity 143
Cash Flow Statements 145
Notes to the Accounts 146
Glossary 191
Reconciliation of Non-GAAP Measures 192
Notice of Annual General Meeting 195
REVENUE
£437.3 m
+4.0%
ADJUSTED ROCE*
20.4%
-40 bps
ADJUSTED PROFIT BEFORE TAX*
£65.8m
+12.5%
ADJUSTED BASIC EARNINGS
PER SHARE* (EPS)
44.24p
+11.2%
ADJUSTED OPERATING MARGIN*
14.8%
+120 bps
NET CASH AT BANK*
£41.6m
-£22.3m
STATUTORY PROFIT BEFORE TAX
£62.6m
+17.7%
FULL YEAR DIVIDEND*
18.71p
+11.0%
For more information on KPIs see page 29
* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations
are provided in the Glossary on pages 191 to 194.
1. FY25/26 was a 53 week period, FY24/25 was a 52 week period.
FINANCIAL HIGHLIGHTS
1
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 75 to 82 and is incorporated by reference into this Strategic Report.
For the online experience visit agbarr.co.uk
1875
2
A.G. BARR p.l.c. Annual Report and Accounts 2026
IRN-BRU was born
Robert Barr
began producing
and selling aerated waters
BARR "invade"
England
Listing on the London
Stock Exchange
IRON BREW
is launched
Cumbernauld
site opens
IRN-BRU “Made from
Girders” campaign
1986
1996
1947
1901
1954
1965
CELEBRATING 150 YEARS
2026
3
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
Acquisition of Rubicon MOMA and BOOST
brands acquired
Fentimans is acquired
Milton Keynes
site opens
Cocktails on deck:
FUNKIN acquisition
Acquisitions of
Innate-Essence
and Frobishers
2013
2015
2025
2022
2008
4
A.G. BARR p.l.c. Annual Report and Accounts 2026
BUILDING GREAT BRANDS.
FOR EVERYONE.
AT A GLANCE
OUR PURPOSE IS
WE DO THAT THROUGH OUR STRENGTHS
Our people
We work collaboratively, enjoy high levels
of colleague engagement and take pride
in our talented, dedicated teams who are
the foundation of our success.
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.
Our brands
We pride ourselves on our broad and
differentiated portfolio of branded products
that meet the changing needs of our
consumers and offer great choice and value.
Our locations
Our business operates from four primary hubs which
are strategically located across the UK - Cumbernauld,
Middlebrook (Bolton), Milton Keynes and London. Our
operations teams are based at our Cumbernauld and
Milton Keynes sites where we have manufacturing,
warehousing and distribution activities. In November
2025 we opened a new corporate office in London
which will support improved colleague collaboration,
customer engagement and business growth
opportunities. In addition to our four hubs, the
Innate-Essence business is based in Chatteris where
we have an office and operational facility.
c.1,000
EMPLOYEES GROUP-WIDE
EMPLOYEE ENGAGEMENT
RISING TO 81%
3
CORE SOFT DRINKS BRANDS
ALONGSIDE A BROAD
PORTFOLIO OF STRONG
CHALLENGER BRANDS
1,500+
SUPPLIERS
5
UK SITES
Financial StatementsGovernance ReportStrategic Report
5
A.G. BARR p.l.c. Annual Report and Accounts 2026
OUR FOUR KEY COMMITMENTS:
We act with integrity
We respect the environment
We support healthy living
We give back
Read our responsibility report on page 30
For more information on our people, culture and employee values
see pages 34 to 37
For 150 years, we’ve cultivated a positive,
results-driven and supportive culture. As we
continue to grow both organically and through
acquisitions, we’re carefully retaining the unique
spirit of each dynamic addition to AG Barr.
At the same time, we’re committed to celebrating our heritage
and nurturing the true essence of AG Barr – qualities that
have always made it an exceptional organisation.
REFRESHINGLY RESPONSIBLE
6
A.G. BARR p.l.c. Annual Report and Accounts 2026
Overview
FY25/26 has been a year of strong strategic
progress and financial delivery for AG Barr. The
Board is pleased with the business’ performance
and results in the year and are confident of
delivering further progress, in line with our growth
plans, in FY26/27 and beyond.
Market context & strategic progress
Across the year the soft drinks market once again
demonstrated its resilience. It remains a large,
growing category with helpful defensive
characteristics as a low-cost everyday purchase for
consumers - even during periods of economic
uncertainty. At the same time, consumer preferences
are evolving and our operating environment
continues to change, creating both opportunities
and challenges for the Group. Navigating input cost
volatility, highly competitive markets and regulatory
developments requires careful oversight and
disciplined execution.
The Board believes AG Barr is well positioned in the
market with defined strategic growth drivers,
operating excellence and a track-record of financial
discipline. The Group combines an increasingly
diversified portfolio of market-leading UK brands,
strong cash generation, a robust balance sheet and
an integrated operating model with control over
supply chain and customer service. We continue
to build on the strengths of our established
business model.
During the year, the business increased levels of
commercial and operational investment to drive
growth. We carefully considered the impact of
pricing strategy across our brands, and actions were
The Board is pleased with the business' performance
and results in the year and is confident of delivering
further progress, in line with our growth plans,
in FY26/27 and beyond.
A YEAR OF
STRONG
STRATEGIC
PROGRESS
Susan Barratt
Interim Chair
CHAIR STATEMENT
taken to strengthen our brand equity and ensure
margin discipline. While these decisions had a
short-term negative volume impact, they were taken
with a clear focus on delivering sustainable,
profitable growth over the long-term.
In terms of brands and the customer proposition, the
Board regularly reviews brand performance metrics,
the innovation pipeline and consumer trends to ensure
that the portfolio remains aligned to structural growth
opportunities. The Board also regularly evaluates M&A
opportunities, which this year included expansion into
the functional healthy hydration and premium
socialising segments through three acquisitions.
Our Capital Markets Day in June 2025 was an
important milestone in articulating our refreshed
strategy and ambition. We are ambitious for growth
and are confident in both the market opportunity
and in the Group’s capabilities to deliver our
strategy. We are committed to providing clear and
transparent updates on our progress.
Board
Strong governance remains a priority. Dr Rohit
Dhawan joined the Board as a Non-Executive
Director during the year, bringing valuable
experience and perspective, particularly with
regards to data, AI and digital transformation across
consumer industries. We also announced that Mark
Allen OBE stepped down from the role of Non-
Executive Chair due to other increased
commitments. I would like to thank Mark for his
contribution during his five years with the business
and wish him every success for the future. The Board
has initiated an independent process to put in place
a new Non-Executive Chair, and this is progressing
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A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
150 YEARS OF AG BARR
To celebrate our 150th birthday this year, we held family Fun
Day parties for all our colleagues and their loved ones,
opening the doors of our factories so that our colleagues'
families could see where the magic happens and experience
a taste of life at AG Barr.
in line with expectation. I will act as Interim Chair
until a successor has been appointed and Louise
Smalley, Non-Executive Director, will serve as Senior
Independent Director during this interim period. The
transition has been well-managed and smooth, and
the Board continues to operate with stability,
independence and constructive challenge.
Responsibility
Responsibility and sustainability remain embedded
within our governance framework. The Board
oversees progress against our commitments via our
Environmental, Social and Governance (ESG) Board
sub-committee. This includes carbon reduction
targets, packaging changes which reduce the impact
on the environment and readiness for regulatory
developments. During the year, the Group enhanced
transparency and continued to make measurable
progress. We remain clear that responsible and
well-governed businesses are better positioned to
deliver durable, long-term value.
People, culture and values
People and culture are fundamental to our long-term
success. The Board regularly meets colleagues
through a range of forums and discusses engagement,
diversity and talent development. It is encouraging to
see continued improvement in engagement scores
and progress in diversity metrics, including female
representation in leadership roles. This cultural
evolution supports effective strategy execution and
underpins future performance.
Capital allocation and dividend
Disciplined capital allocation is central to our
business strategy and responsibilities to
shareholders. We rigorously reviewed investment
across brand development, supply chain
optimisation and systems infrastructure, ensuring that
capital is deployed in line with strategic priorities
and expected returns. The Board also oversaw M&A
activity completed during the year, assessing
strategic fit and integration planning while
maintaining financial flexibility. We are delighted to
welcome Innate-Essence, Frobishers and Fentimans
into the AG Barr family.
Reflecting the Group’s performance and strong
balance sheet, the Board is recommending a final
dividend of 15.27p per share, bringing the total
dividend* for the year to 18.71p, an increase of
11.0% on the prior year (FY24/25: 16.86p). This is
consistent with our dividend policy and confidence
in the Group’s long-term prospects.
Looking ahead
AG Barr enters the new financial year with momentum.
Considerable work has been completed over the past
year to lay strong foundations for future growth. The
Board expects the coming year to demonstrate further
strategic progress, with clear milestones across
innovation, channel expansion, and execution of our
inorganic growth strategy through integration of recent
acquisitions. We are investing for the future through
our manufacturing sites to improve both volume
capacity and format capability. We are also focused
on investing in talent at all levels of the organisation.
The Board is confident in the Group’s ability to deliver
growth ahead of the market whilst maintaining financial
discipline and continuing to generate sustainable
returns for shareholders.
On behalf of the Board, I would like to thank our
colleagues for their contribution over the past year,
and to thank our customers, suppliers and
shareholders for their continued support. We are
proud of the progress made and are confident in
the future of AG Barr.
Susan Barratt
Interim Chair
31 March 2026
* Items marked with an asterisk are non-GAAP measures.
Definitions and relevant reconciliations are provided in
the Glossary on pages 191 to 194.
8
A.G. BARR p.l.c. Annual Report and Accounts 2026
INVESTMENT HIGHLIGHTS
WHY INVEST IN US?
01
04
02
05
03
06
STRONG FINANCIAL
RESULTS AND GOOD
MOMENTUM
Delivered a strong financial performance
in FY25/26; good progress made towards the
new key strategic drivers offering considerable
growth opportunities; entering FY26/27
with momentum.
CLEAR GROWTH STRATEGY
WITH LOW EXECUTION RISK
Comprehensive strategy to deliver above market
growth rates and double the business; no change
to business model; a continuation of long-
standing expertise.
CONSIDERABLE GROWTH
OPPORTUNITIES
Penetration headroom across all brands, with
considerable scaling opportunities in terms of
innovation, channel expansion and increased
geographical coverage; an acceleration in the
development of the new product pipeline,
including for FY26/27.
MORE MEANINGFUL
M&A STRATEGY TO
ELEVATE GROWTH
More meaningful M&A strategy to elevate organic
growth levels and increase addressable market
through extending into new market segments
without cannibalising the existing portfolio.
FOCUS ON GROWING
SHAREHOLDER RETURNS
Disciplined capital allocation which optimises
return on investment; focus on consistent profit
and earnings per share growth; dividend
aligned with profit performance; and increasing
overall shareholder returns.
BROAD PORTFOLIO
OF MARKET-LEADING
UK BRANDS
An increasingly broad portfolio of market-
leading UK brands supported by new and
refreshed marketing strategies; IRN-BRU now
accounts for 32% of total revenue; 16 brands
within the portfolio.
Find out more about our stakeholder engagement
on pages 75 to 82
We have a broad and broadening portfolio of market-leading
UK brands alongside a long track-record of financial discipline
and profitable growth.
We have a refreshed and more meaningful
ambition, based on our new strategic growth
drivers, to support above market growth rates,
efficiencies and increasing shareholder returns.
INVESTMENT HIGHLIGHTS
9
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
MARKET OVERVIEW
Whilst the UK soft drinks market continues to be stable and resilient overall, there
are a number of evolving dynamics which are influencing our strategy and activities:
The Value of Brands
What we are seeing:
In times of high cost-of-living, consumers gravitate
toward "affordable treats" and brands they trust.
What we are doing:
We are leveraging the trust and reputation of our core
brands like IRN-BRU to maintain loyalty, while using a clear
price-pack architecture strategy to ensure our products
remain accessible across all social demographics.
The Wellness Evolution
What we are seeing:
The market has moved beyond just "Low Sugar."
Consumers increasingly seek functional benefits from
drinks including energy, immunity and natural vitality.
What we are doing:
We are broadening our portfolio to meet the consumer
demand for functional, “better-for-you” drinks through
both innovation within the existing brand portfolio (e.g.
Rubicon Spring Vits) and acquiring brands with a strong
growth profile in this space (e.g. The Turmeric Co
acquired as part of the Innate-Essence business).
The "Sober Curious" Shift
What we are seeing:
Many adults are moderating their alcohol intake.
Consequently there is high demand for premium non-
alcohol alternatives which have a similar complexity and
social experience to alcoholic drinks.
What we are doing:
Our premium brands - Bundaberg and recent acquisitions
Fentimans and Frobishers - are perfectly positioned here.
We are expanding the distribution of these brands through
our cross-channel approach, and are continually looking
to develop the products and flavours we offer consumers
to meet the higher demand for non-alcoholic alternatives.
Regulation including HFSS
What we are seeing:
Tightening legislation on sugar and
advertising is shaping the retail landscape.
What we are doing:
We view regulation as a catalyst for innovation. With a
portfolio that is already highly non-HFSS compliant, we are
ahead of the curve, ensuring our brands remain front-and-
centre for consumers and fully compliant with regulation.
Resilience Amid Inflation
What we are seeing:
Energy costs are volatile and core ingredients and logistics
costs remain high, applying pressure to industry margins.
What we are doing:
Our fully integrated business model gives us control over
our Supply Chain. We work collaboratively with our
suppliers to ensure we have the right balance of supply
security, quality and price. Our multi-year manufacturing
investment programme is improving our capability and
efficiency by enabling improved manufacturing performance
and extending our made product range to those currently
supplied by third-parties. All of this ensures we effectively
manage our costs, thereby supporting and growing margins.
Climate & Continuity
What we are seeing:
Stakeholders demand transparent pathways to Net Zero,
while volatile weather patterns test supply chain resilience.
What we are doing:
Committed to Net Zero by 2050, we are investing in
sustainable infrastructure, including solar generation and
heat pump technology at our key sites. Our ESG Committee
oversees these initiatives and we are diversifying our
sourcing strategies to ensure a robust supply chain.
(High fat, sugar or salt)
10
A.G. BARR p.l.c. Annual Report and Accounts 2026
OUR BUSINESS MODEL
WHAT WE DO:
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 has become an
increasingly important and integral part of our
overall AG Barr business model.
Operating across multiple routes to market,
through both in-house capabilities and strategic
third party logistics experts, we have a well
established and efficient distribution network
servicing our diverse sales channels.
We pride ourselves on our safe and effective
manufacturing operations. We produce high
quality products across our well-invested and
efficient production sites in Cumbernauld and
Milton Keynes. We have long-standing capabilities
in cans, plastic, cartons and glass, and produce
over 80% of soft drinks products in-house. Our
capital investment programme continues to
progress. We plan to insource the Boost Sport
product range in 2026, and will complete the
Boost insourcing programme by the end of 2027.
We source all raw materials for the products we
make, 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.
WE
MOVE.
WE
MAKE.
We also believe that how we operate
sets us apart from the competition.
With 150 years of history and heritage we
believe we have a unique blend of experience
and entrepreneurialism – all of which is built
on our longstanding desire to act responsibly.
FIRST AND
FOREMOST
WE BUILD,
NURTURE AND
GROW GREAT
BRANDS
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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 that is embedded across the
business, allowing a wide range of employees at different levels to
contribute to our risk assessment and assurance processes.
Building long-lasting relationships with our
customers across all our markets is key to our
business. We sell to customers across the UK and
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
also have a growing international business served
through a distributor-led model, and this has been
further enhanced through the acquisition of
Fentimans in February 2026.
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
MARKET.
WE
SELL.
SHAREHOLDERS
£19.2m
of dividends paid during the year.
£30.4m
re-invested in long-term business
growth through annual capital
expenditure.
UK ECONOMY AND COMMUNITIES
£13.9m
in corporation tax and
£7.7m
in national insurance payments and other
various tax payments to the government.
We continue to contribute to the UK
economy while also donating to charitable
causes across our communities.
EMPLOYEES
£65.1m
paid to our employees across the UK.
VALUE CREATED
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.
More information on our
responsible actions can be found
on pages 30 to 57 and a full
review of our principal risks is
detailed on pages 64 to 68
12
A.G. BARR p.l.c. Annual Report and Accounts 2026
STRATEGY
OUR STRATEGY
Our purpose is building great brands, for everyone. Our strategic priorities bring this
purpose to life and set out the steps we are taking to build a great business with great brands.
In FY25/26 we introduced a new strategy built on the following five growth platforms.
Our core soft drinks brands -
IRN-BRU, Rubicon and Boost
- are key to our growth strategy
as we see them as long-term
drivers of sustainable growth.
Each brand has the platform
and potential to grow into the
significant headroom which
exists and become bigger
brands in the future. To do this,
these brands will receive the
majority of our marketing
investment. Whilst growth of
our core soft drinks brands will
not be linear, we are confident
that our strategy and day-to-day
actions will increase consumer
awareness and purchase, in
turn achieving growth ahead of
the market.
Key to our strategy is driving effectiveness and
efficiency across all areas of our business. This is
particularly relevant to our Supply Chain which is
a critical part of our end-to-end business model.
The health and safety of our people is our
number one priority. We have reduced the
number of accidents and incidents across our
business, and this drive will continue.
We have a highly experienced and capable
Supply Chain function extending across
disciplines including procurement,
manufacturing, warehousing, logistics and quality
control. Our strategy is to invest in people to
ensure our teams have the skills to maximise their
performance.
We take a long-term view on continuous
investment of our asset base to deliver increased
capability, capacity and resilience. We do this
through our capital investment programmes,
equipping us with some of the industry’s most
efficient operational capability.
Our investment in people and assets is intended
to leverage greater performance from our Supply
Chain. Doing so ensures we deliver exceptional
customer service alongside a highly efficient cost
base, in turn providing a stable and scalable
platform for future volume growth in our existing
brand portfolio and future acquisitions.
Achieving our ambitious growth
targets requires our sales and
marketing teams to deliver high
quality execution every day. We
enable this through our clear
channel strategy across retail,
impulse, out-of-home and
international and by combining
talent and technology to drive
sales and marketing efficacy.
In FY25/26 we made a number
of leadership appointments in
our sales and marketing teams
which has strengthened both our
executional capabilities and our
relationships with many
important customers. Our
strategy is to invest in our people
to further their development, in
turn benefitting the business
over the long-term.
Additionally, technology, data
and insight will be a fundamental
driver of our growth and
therefore we are investing in the
tools our sales and marketing
colleagues use, including AI, to
improve our performance.
Elevating our growth through
acquisitions is a strategic
priority enabled by our strong
financial base. Our approach to
M&A is governed by a
disciplined capital allocation
framework, ensuring we only
pursue targets that align with the
right criteria for our business.
We have a proven track record
of successfully acquiring and
integrating businesses and are
active in monitoring the market
for opportunities which will
accelerate growth and deliver
efficiencies.
Consumer tastes and needs are evolving at pace,
particularly regarding energy, hydration and
health and we are accelerating our response to
meet them. Innovation is a crucial driver of growth
in the market, and we are leaning into this
opportunity with a clear, three-tiered framework:
• Evolution: We continue to drive growth
through flavour rotation on our current
brands. By introducing new flavours, we
capture significant market headroom and
keep our core portfolio relevant and exciting.
• Strategic: We are taking our existing brands
into adjacent categories, disrupting segments
and adding value for retailers through higher
price points and the recruitment of new
consumers into our categories.
• White Space: We are targeting "white space"
opportunities in parts of the market where we
don’t currently play and where there is
potential to add significant value by
addressing rapidly changing consumer
needs.
We see innovation as an essential element of our
strategy and long-term growth. We have a track
record of delivering successful innovation and our
future plans are centred around our category
growth strategy. We enter FY26/27 with our most
ambitious innovation pipeline to date.
More from
core brands
Excellence
in Sales &
Marketing
Execution
Supply Chain
Leverage
Innovation M&A
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NEW BRANDS
BUILDING GREAT BRANDS
FOR EVERYONE
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.
Our core soft drinks brands – IRN-BRU, Rubicon
and Boost – represent 65% of total business revenue,
have significant growth opportunities, and are where
we invest the majority of our marketing activities.
STRATEGY IN ACTION
TOTAL BUSINESS REVENUE SHARE
32%
MARKET SHARE
2
3.5%
Top 5 carbonates brand nationally
1
Rubicon Sparkling has grown 71%
in value in the L5Y
3
#2 SPORTS DRINK BRAND
and the fastest growing sports drink
5
More information pages 14 to 15
TOTAL BUSINESS REVENUE SHARE
12%
MARKET SHARE
6
1.4%
More information pages 18 to 19
TOTAL BUSINESS REVENUE SHARE
21%
MARKET SHARE
4
0.6%
More information pages 16 to 17
TOTAL BUSINESS REVENUE SHARE
35%
OTHER BRANDS
A broad portfolio of other brands including
owned brands such as: FUNKIN, Barr Flavours,
KA, MOMA, Rio, Simply Fruity and Sun Exotic;
franchise brands Bundaberg and Snapple; and
recent acquisitions The Turmeric Co, RAW
Hydrate & Frobishers. Additionally, Fentimans
acquired post year end.
1. Source: Circana 52 w/e 27 Dec 2025.
2. Source: Circana share of total UK market for ‘Carbonates
excluding Mixers’ 52 weeks to 31 Jan 2026 (value).
3. Source: Circana 52 w/e 10 Jan 2026.
4. Source: Circana share of total UK market for ‘Other Flavoured
Carbonates’ 52 weeks to 31 Jan 2026 (value).
5. Source: Circana vol sales 52 w/e 10 Jan 2026.
6. Source: Circana share of total UK market for ‘Stimulant
Energy’ 52 weeks to 31 Jan 2026 (value).
14
A.G. BARR p.l.c. Annual Report and Accounts 2026
STRATEGY IN ACTION CONTINUED
IRN-BRU
BRU
IRN–
An iconic brand with a
unique taste, bru’d to a
secret recipe since 1901.
IRN-BRU offers consumers
choice – Regular, Zero,
Diet and 1901.
SCOTLAND’S MOST LOVED &
CHOSEN BRAND YET AGAIN
#1
125 YEARS STRONG: MADE IN
SCOTLAND FROM GIRDERS
125yrs
Source: Kantar, take-home value sales for each brand
for the 52-week period to 7 Sept 2025 for Scotland.
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Financial StatementsGovernance ReportStrategic Report
IRN-BRU’s one inch wonder
To reward consumers and drive sales, IRN-BRU
unleashed a search for four solid 18-carat gold
girders worth £10k each. Supported by the
cheeky "Gym Bros" and "Morning Glory" ads,
the campaign saw our rate of sale double in key
retailers and drove over 18 million views.
This is Not a Soft Drink
In August, IRN-BRU launched its new brand
platform taking it from roots in physical strength
to a repositioning around inner strength, giving it
relevance for new generations and bringing new
meaning to one of the most famous lines in
marketing ‘Made in Scotland from Girders’.
IRN-BRU Xtra
Legend Editions
In May, IRN-BRU released two mystery IRN-BRU
Xtra flavours: Nessie Nectar and Unicorn Tears.
These surreal releases, complete with a
campaign featuring "Kelly the Unicorn Tears
Farmer," grew IRN-BRU’s limited-edition volume
year-on-year and generated huge social
engagement with 36k shares.
An iconic new
look for 2026
In December 2025, we initiated a major
packaging refresh to increase "shelf-standout"
and modernity. The new design amplifies our
distinctive assets, including the iconic
strongman and "Girders" strapline.
Crucially, IRN-BRU has rebranded IRN-BRU
Xtra as IRN-BRU Zero to better communicate
its zero-sugar proposition, while returning
Sugar Free to its colloquial name, Diet
IRN-BRU. Early research on this new look
indicates an increase in purchase intent and
consideration from non-drinkers of the brand.
ADS OF THE YEAR WITH HIGHEST
EFFECTIVENESS SCORE.
TOP 10
Source: System1 Group
CARBONATES BRAND
NATIONALLY
TOP 5
IRN-BRU sales grew 5x faster
than the FFC category over
the campaign and market
share increased."
Higher loyalty than any other
Fruit Flavoured Carbs brand
Source: WPO, KPI report, OFCs,
12 w/e 28 Dec 2025
LARGEST FRUIT FLAVOURED
CARBS BRAND NATIONALLY
3rd
Source: Circana 52 w/e 27 Dec 2025
16
A.G. BARR p.l.c. Annual Report and Accounts 2026
Discover different with
Rubicon’s big bold flavours
that you don’t find in your
everyday fruit bowl.
Rubicon continues to be the
"unboring" choice of soft
drink, offering a vibrant
range of exotic fruit pure
juices, stills, sparkling drinks,
flavoured waters and energy
drinks. Our commitment to
"Discover different" remains
at the heart of our strategy
as we expand our bold fruit
flavour proposition into new,
high-growth categories.
RUBICON DRINKS
SOLD EVERY SECOND
2
RUBICON
STRATEGY IN ACTION CONTINUED
RUBICON
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Financial StatementsGovernance ReportStrategic Report
‘Big Flavour Behaviour’
campaign
Building on the success of last year’s ‘Release the
Sunshine’ platform, we launched our major new
communications platform, ‘Big Flavour
Behaviour’, which ran from May through to
September. Designed to be disruptive, the
campaign hit screens and cities across the UK,
driving a significant uplift in consumer
penetration; 20% for Rubicon Sparkling
and 18% for Rubicon Spring versus their
respective categories.
RUBICON SPRING IS THE #1
FLAVOURED SPARKLING WATER
FOR THE 7TH YEAR RUNNING
#1
Source:IRI Value Sales, Total Market.
Last 52 w/e 10 Jan 2026
Bringing Fruit to the Front
The Rubicon redesign puts fruit front and centre
across all packs to communicate the authentic fruit
flavour proposition. The word mark is bolder and
sub ranges easier to navigate for consumers. The
new 500ml sparkling bottle stands tall and proud
with a label panel lifted to aid visibility and stand
shoulder to shoulder with competitors.
Innovation &
New Category Stretch
Rubicon is now a key player in 6 different
segments including Carbonates, Energy,
Dilutables, Juice Drinks, and both Sparkling
and Still Water.
2025 has been a landmark year for New
Product Development (NPD), demonstrating
our ability to stretch the Rubicon brand
through:
• Rubicon Vits water
• Rubicon Twist
• New Sparkling flavours:
Tropical and Cherry Burst
• Rubicon Squash
Our commitment to "Discover
different" remains at the heart
of our strategy."
18
A.G. BARR p.l.c. Annual Report and Accounts 2026
BOOST
Our mission is to create
mood-boosting, energising,
functional drinks with
flavours (and prices) our
customers can't get enough
of. Original Energy
launched in 2001 and,
since then, we've spent over
two decades building a
functional range of tongue-
tingling full-flavoured drinks.
STRATEGY IN ACTION CONTINUED
BOOST
A HISTORIC MILESTONE WAS
REACHED IN FY25/26 AS THE
BRAND'S CASES SOLD VOLUME
CLIMBED TO OVER
10m
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Financial StatementsGovernance ReportStrategic Report
SPORTS DRINK BRAND
AND THE FASTEST GROWING
SPORTS DRINK
#2
Source: IRI Value Sales, Total Market. Last 52 w/e 10 Jan 2026
NUMBER 3 ENERGY
STIMULATION BRAND
#3
Source: Circana value sales 52 w/e 10 Jan 2026
Energising everyone,
wherever, throughout
the day
The Boost brand remains a champion of the
everyday, committed to meeting the evolving
tastes of consumers through high-quality,
functional drinks at an accessible price point.
Whether it is Energy Stimulation, Sport or Iced
Coffee, our mission is to offer a range that truly
delivers "whatever your day brings". This year,
that commitment reached a historic milestone as
the brand exceeded 10 million cases in volume
for the first time in Boost's history.
‘There’s a Boost for that’
We continued to drive brand fame through the
second year of our fully-integrated "There's a
Boost for that" masterbrand campaign. Designed
to showcase the versatility of our portfolio, the
campaign has successfully moved Boost from
"the blue can" to an essential companion for
every daily scenario. Our mass audience
marketing campaign was complemented with an
expansive mass sampling programme that put
over 400,000 bottles and cans directly into
consumers' hands, significantly increasing brand
awareness and consideration.
Innovation
We made an innovative entry into
functional powders and launched Boost
Water+, our first move into functional
waters. Boost Water+ has made a strong
start and its performance is ahead of our
expectations for the launch phase.
Over 400,000 sample
bottles and cans directly into
consumers' hands."
20
A.G. BARR p.l.c. Annual Report and Accounts 2026
20
A.G. BARR p.l.c. Annual Report and Accounts 2026
As the UK’s leading cocktail
brand, FUNKIN remains the
trusted authority for both
professional bartenders and
home hosts. Since 1999,
FUNKIN has led the market
by bringing bar-quality
experiences to everyday
occasions through our
innovative nitro-infused cans
and real-fruit purées.
Whether it’s a quiet night in
or a celebration on the
move, FUNKIN continues to
make extraordinary cocktail
moments effortless.
MEDALS WON AT THE 2025
INTERNATIONAL SPIRITS
CHALLENGE AWARDS
8
FUNKIN
STRATEGY IN ACTION CONTINUED
FUNKIN
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Financial StatementsGovernance ReportStrategic Report
‘Turn up the Flava’
with KA ReMix
Building on FUNKIN’s history of successful
collaborations, this year saw the high-impact
launch of KA ReMix into the rapidly growing
alcohol RTD sector. Launched in June 2025, KA
ReMix tapped into the “getting the party started”
occasion with consumers seeking vibrant
spirit-led drinks.
Supporting
the On-Trade
FUNKIN launched a new 10-litre Bag-in-Box
format for FUNKIN PRO. This is proving to be a
scalable, high-quality solution that maintains our
reputation as "the bartender's best friend”.
Flavour & Range
Expansion
Capitalising on the rise of the spritz
occasion, FUNKIN launched a range of
spritz drinks, including Limoncello and
Raspberry.
The launch of our limited edition,
dessert-inspired flavours, Chocolate
Espresso Martini and Black Forest Gateau,
offer truly indulgent, bar-quality flavours.
Our mission is to
make consistently
great tasting cocktails
available to all."
22
A.G. BARR p.l.c. Annual Report and Accounts 2026
This diverse collection
of owned brands,
complemented by our
strategic partnership brands,
significantly enhances our
core proposition. Ranging
from our value-led Barr
Flavours, a top three
carbonate brand in the
Symbols and Independents
channel, to premium craft
alternatives like Bundaberg,
our portfolio is uniquely
positioned to deliver both
flavour and value to a
multitude of consumer
groups.
STRATEGY IN ACTION CONTINUED
PORTFOLIO BRANDS
PORTFOLIO
BRANDS
23
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
Scaling the
"Sharing" Occasion
Bundaberg is a premium choice for consumers
seeking authentic, craft-brewed flavours. Following
its successful debut in Waitrose, we successfully
extended our 750ml sharing bottle into Asda in
May 2025. This larger format has proven ideal for
both solo indulgence and as a versatile mixer,
allowing more consumers to enjoy the premium
taste of our Ginger Beer in a format that fits
their lifestyle.
Brands with a
challenger mentality."
‘Dino-mite’ Jurassic World
Partnership
In June 2025, we embarked on a truly epic scale
sales promotion in partnership with the cinematic
release of Jurassic World: Rebirth. This "Drink.
Scan. Win." campaign featured an on-pack offer
across six million specially marked packs, giving
consumers the chance to win an adventure
holiday to Portugal.
KA Krushes summer
Launched for the critical summer period, the KA
Blue Krush limited edition became a standout
success, selling out in a record four weeks.
Named a Top 10 New Product in Convenience
in August 2025, it created fresh excitement
in the category and generated over 1.1 million
social views.
MOMA
MOMA's 'Oats Made Extraordinary' digital
campaign cemented the brand's new look and
feel in a delicious taste-led campaign, reaching
10m consumers over the second half of 2025.
MOMA launched two new flavoured oat drinks in
September, Salted Maple & Hazelnut and
Pistachio, designed to deliver café-style taste
without the cost or complication of syrups and
equipment. Both products landed successfully,
driving new incremental purchase occasions and
paving the way for further seasonal variants to
follow in Spring 2026.
Our portfolio is uniquely
positioned to deliver both
flavour and value to a multitude
of consumer groups."
CONSUMERS REACHED
10m
VIEWS ON SOCIAL
1.1m
24
A.G. BARR p.l.c. Annual Report and Accounts 2026
Frobishers
Towards the end of FY25/26 AG Barr acquired
Frobishers Juices Limited for £12.9m, a UK based
premium brand of fruit juices and soft drinks
renowned for its range of high-quality, all-natural
products.
Established back in 1969, the company’s journey
began with its founder, Mike Dowdeswell,
offering a single product – not-from-concentrate
apple juice – from the boot of his car. Today,
Frobishers boasts a diverse portfolio which
includes classic juices and sparkling drinks.
Innate-Essence
AG Barr acquired a 50.1% equity stake in
Innate-Essence Limited in July 2025, for an
initial consideration of £14.7m and an estimated
contingent consideration of £2.0m. Innate-
Essence is a functional beverage manufacturing
business founded by former Wales international
and Premier League footballer, Thomas Hal
Robson-Kanu and is the home of The Turmeric
Co. and RAW Hydrate brands.
The Turmeric Co. has established a unique and
powerful position as a leading functional shot
brand in the UK. The range uses 35g of whole
raw turmeric root, never powders, blended with
other natural superfoods like ginger, beetroot
and ashwagandha. Each shot is cold-pressed
and crafted without added water or artificial
sweeteners, using a fresh watermelon base for
a refreshing, low-sugar profile.
Fentimans
On 2 February 2026, post year end, AG Barr
acquired Fentimans Ltd for cash consideration of
£38.4m plus £2.1m to repay an existing Directors
loan. Fentimans is a soft drinks and mixers brand
known for its “Botanical Brewing" process.
Both Fentimans and Frobishers operate in the
attractive premium socialising market, which is
benefitting from the consumer trend of reduced
alcohol consumption. These acquisitions reflect
the execution of further meaningful and targeted
M&A to elevate growth through broadening the
brand portfolio while providing opportunities for
cost synergies.
STRATEGY IN ACTION CONTINUED
ACQUISITIONS
ACQUISITIONS
TOTAL INVESTMENT IN
ACQUISITIONS IN FY25/26
£ 27.6 m
25
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Financial StatementsGovernance ReportStrategic Report
Driving efficiency and creating capacity
is key to our future growth strategy.
Boost insourcing
Additionally, work has begun at our
Cumbernauld site to introduce the capabilities
required to insource the next significant
element of the Boost portfolio. By the end of
H1 FY26/27, we will have installed new
equipment to allow the manufacture of both
Boost Sport and Boost Energy PET ranges,
contributing to a more efficient Supply Chain
and stronger margin performance on
those products.
In FY25/26, we reached the final stage of the
Cumbernauld factory asset refresh programme,
with the installation of a new high speed can line,
currently in commissioning. This investment, along
with continued improvements in our operating
efficiency, provides the business with significantly
more production capacity and capabilities,
supporting our long-term growth ambitions.
STRATEGY IN ACTION CONTINUED
SUPPLY CHAIN
SUPPLY CHAIN
26
A.G. BARR p.l.c. Annual Report and Accounts 2026
REVENUE
+4.0%
ADJUSTED OPERATING MARGIN*
14.8%
ADJUSTED ROCE*
20.4%
A YEAR OF
STRONG FINANCIAL
DELIVERY AND
STRATEGIC PROGRESS
Euan Sutherland
Chief Executive Officer
CHIEF EXECUTIVE OFFICER’S REVIEW
Across our three key financial metrics – revenue
growth, operating margin and return on capital
employed – we delivered our plan and met the
targets we had set out.
27
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Financial StatementsGovernance ReportStrategic Report
27
A.G. BARR p.l.c. Annual Report and Accounts 2026
FY25/26 was a year of strong financial delivery and
strategic progress for AG Barr. Across our three key
financial metrics – revenue growth, operating
margin and return on capital employed – we
delivered our plan and met the targets we had set
out. These are the headline results but what I am
most pleased about is the progress we have made
towards our new, key strategic drivers which offer
considerable growth opportunities ahead.
This year’s main focus was strengthening the
foundations of the business to support sustainable
above-market growth and growing shareholder
returns. We stepped up our investment in brand
development, commercial capability and our
operations to ensure we can consistently sustain
higher levels of performance. These actions,
supplemented by a more meaningful M&A strategy,
support our ambition to consistently deliver our
targets of: a minimum 4% revenue growth per
annum; 14-16% operating margin; and ROCE in the
range of 19-21% with movements within this target
range influenced by M&A and investment strategy
as we invest to support growth.
Our strategy set out at the Capital Markets Day in
June 2025 is ambitious but grounded in long-
standing capabilities. We are building on proven
strengths, not reinventing our business model.
Operating context
The UK soft drinks market, in which the majority of
our business is based, remains large, resilient and in
growth. Growth in the market during 2025 was value
driven reflecting inflation and pricing.
Within this environment, we acted decisively to
protect long-term value. After a prolonged period
where IRN-BRU and Rubicon were positioned below
the optimal price level on certain key pack formats,
we implemented corrective action. These changes,
made in early 2025, temporarily impacted volumes
but were necessary to restore margin discipline and
protect brand equity.
Consumer behaviour continues to evolve, with a
number of clear shifts impacting market trends.
At the same time, tightening regulation on both
sugar content and advertising are shaping the retail
landscape. We have and will continue to respond
to developments in these areas.
Looking ahead, we see substantial growth
opportunities for our business. In particular,
functional healthy hydration and premium socialising
are expected to drive incremental growth,
underpinned by health and wellness trends and the
moderation in alcohol consumption. These structural
drivers align directly with our innovation focus and
recent portfolio expansion through M&A.
Financial performance
and value delivery
Financial results in FY25/26
1
were strong. Group
revenue increased by 4.0% to £437.3m, with
adjusted profit before tax* of £65.8m, up 12.5%
on the prior year. Adjusted operating margin*
increased by 120 bps to 14.8%, led by efficiency
and strong cost discipline, moving us to within our
target range. Adjusted Return on Capital Employed*
of 20.4% was well within our target range despite
significant up-front investment across brand and
capex to support future growth.
Adjusted earnings per share* increased by 11.2%,
primarily reflecting the growth in adjusted PBT. Net
cash from operating activities of £51.0m highlights
the strength of our cash generation and supports both
our investment programme and dividend growth.
Our results further evidence our long track record
of financial discipline and profitable growth, which
we are confident will continue as we move forward.
Brand and portfolio performance
Our brand portfolio strategy remains a key strength
and we broadened our portfolio during the year
through two significant acquisitions, as well as one
at the start of FY26/27. Our biggest brand, IRN-BRU,
now represents 32% of Group revenue compared
to 43% five years ago, reflecting successful
diversification and expansion.
Our core soft drinks brands, IRN-BRU, Rubicon and
Boost remain key to our growth strategy. Following
pricing realignment in H1, and brand development
work in H2, IRN-BRU and Rubicon are both well
positioned for FY26/27. Both brands remain
underpenetrated in the UK market and we see
significant opportunity to raise brand awareness as
well as expanding distribution and availability. We
are focused on building truly UK-wide brands across
the Group.
Boost delivered strong growth in the year, with
revenue up 12% versus the prior year. This
performance benefitted from brand development
work undertaken in FY24/25, which laid the
foundations for distribution gains and improved
sales and marketing execution in FY25/26.
Innovation activity has significantly accelerated
under our new strategy. We have recognised
increasing consumer demand for new and exciting
products and have therefore expanded the
innovation pipeline to be the largest in the Group’s
history, with a number of major launches taking
place from January 2026 into FY26/27.
Contributions from these are expected to build as
the year ahead progresses. Innovation, alongside
refreshed marketing strategies and extending
distribution, is central to raising brand awareness
and driving penetration and growth across all
brands over the medium-term.
We have made significant
progress towards our new,
key strategic drivers which
offer considerable growth
opportunities ahead."
1. FY25/26 was a 53 week period, FY24/25 was a 52 week period.
28
A.G. BARR p.l.c. Annual Report and Accounts 2026
The acquisitions of Innate-Essence, Frobishers and
Fentimans over recent months see us enhancing our
presence within the attractive functional beverages
and premium socialising segments and demonstrates
more meaningful M&A for the Group. These
acquisitions broaden our addressable market and
enhance exposure to higher-growth categories.
Importantly, there is minimal cannibalisation of the
existing portfolio from these acquisitions. With
respect to Fentimans and Frobishers, integration
plans are underway and associated efficiencies are
expected to be generated from H2 FY26/27
onwards. Our focus for the year ahead is on
embedding the recent acquisitions into the Group
but we will remain alert to any compelling M&A
opportunities that align with our stated strategy and
growth objectives.
Channel performance in the year reflected both
opportunity and challenge. We made good progress
with the early stages of our expansion within the
grocery channel, with more progress expected in
FY26/27. At the same time, necessary pricing actions
on certain pack formats in H1 FY25/26 created
short-term volume softness in some areas of our
Wholesale / Convenience business, which has now
normalised. During the year we strengthened our
revenue growth management capability and this is
enabling greater precision in navigating these
dynamics going forward.
Strategy in Action
Our strategy is designed to deliver consistently
growing shareholder returns: combining growth with
the right M&A opportunities in order to deliver EPS
and dividend growth aligned with our long-term
profit performance. Our strategic priorities are
focused around five growth platforms: More from
Core; Excellence in Sales & Market Execution;
Supply Chain Leverage; Innovation Upweight; and
Strategic M&A.
During the year, we undertook considerable
foundational work across these five pillars. We
increased brand investment and refreshed marketing
strategies across our biggest brands, and we
strengthened our sales team and its capabilities. We
advanced channel expansion initiatives to improve
penetration and geographic coverage, and executed
against our M&A strategy by making three
acquisitions which are expected to deliver
meaningful accretion over the medium-term
following their integrations and/or scaling.
Operationally, our comprehensive investment
programme continued, including phased capability
and capacity expansion to support long-term
growth. We continued to improve our supply chain,
leveraging our integrated model to enhance
efficiency, customer service and product quality.
The final phase of our Cumbernauld site
manufacturing line refresh programme saw the
installation of a new, high-speed can line in January
2026. We also progressed the early stages of
expanding our Milton Keynes manufacturing
capability, with the next key milestone being the
implementation of a second independent can-line
which will be operational from early 2027. These
projects require significant up front investment
before returns are generated in subsequent years.
I am pleased with the progress we have made in the
starting year of our new strategic objectives. There
are plentiful, significant opportunities ahead and
much more to do to realise our ambitions for the
business.
People, culture and capability
The evolution of our culture and capability has been
fundamental to our performance. We introduced
new appointments and expanded expertise during
the year, embedding upweighted talent across
the business and particularly in our sales and
marketing teams.
Employee engagement improved to 81% (FY24/25:
78%), reflecting increased clarity of purpose and
confidence in our strategy. We also made progress
on diversity metrics, including 43% female
representation in leadership roles (FY24/25: 38%).
A stronger performance culture, combined with
enhanced capability, underpins our confidence in
delivering our strategy with low execution risk.
Sustainability and responsibility
We advanced our ESG strategy during the year,
increasing both delivery and transparency. We
achieved a 10.5% reduction in Scope 1 and 2
emissions year-on-year, progressed packaging
initiatives and continued our preparatory work in
readiness for regulatory developments, including the
introduction of the Deposit Return Scheme in the
UK, legislated to take place in late 2027.
Responsible and efficient operations are fully
aligned with our strategic objective of delivering
sustainable shareholder returns.
Capital discipline and balance sheet
Capital allocation remains disciplined and aligned to
our strategy. Capital expenditure of £30.4m focused
on supply chain optimisation and systems
modernisation. The increase in our dividend
demonstrates ongoing business growth and our
commitment to shareholder returns.
Our balance sheet remains strong, providing
flexibility to invest and pursue targeted M&A,
including the post period end acquisition of
Fentimans. Our approach remains consistent:
invest in brands, capability and infrastructure
that enhance long-term returns while maintaining
financial resilience.
Outlook and priorities for FY26/27
Building on the progress made in FY25/26, we enter
FY26/27 with good momentum. Further milestones
are planned for the coming year, including
successful rebranding of IRN-BRU and Rubicon,
multiple new launches and progress with channel
expansion initiatives.
Our priorities for FY26/27 are clear: deliver our
targeted revenue growth; penetrate deeper through
channel expansion activities; successfully execute
our upweighted innovation pipeline; make further
efficiency gains in our Supply Chain; and integrate
and grow recent acquisitions.
We are ambitious. Our strategy aims to deliver
above market growth rates and double the business.
Importantly, we are pursuing this ambition without
changing our core business model and with a
disciplined focus on margin, ROCE and shareholder
returns.
AG Barr combines a broad and broadening
portfolio of market-leading UK brands, a strong
balance sheet, a proven track record of financial
discipline and strong cash generation and a newly
introduced strategic ambition that builds on our
long-term expertise. We are excited by our strategy
and confident in our ability to deliver sustainable
profitable growth and increasing returns
for shareholders.
Euan Sutherland
Chief Executive Officer
31 March 2026
More on strategy in action can be found on 12 to 25
Details of all our responsibility commitments,
goals and activities can be found on 30 to 57
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 191 to 194.
29
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
£437.3m
£420.4m
£400.0m
£317.6m
£268.6m
2026
2024
2025
2022
2023
40.5%
39.1%
38.6%
40.3%
44.2%
2026
2024
2025
2022
2023
£51.0m
£48.3m
£48.5m
£35.9m
£43.4m
2026
2024
2025
2022
2023
44.24p
39.77p
33.88p
29.66p
25.09p
2026
2024
2025
2022
2023
18.71p
16.86p
15.05p
13.10p
12.00p
2026
2024
2025
2022
2023
14.8%
13.6%
12.3%
13.6%
14.9%
2026
2024
2025
2022
2023
20.4%
20.8%
19.4%
19.0%
18.4%
2026
2024
2025
2022
2023
£62.6m
£53.2m
£51.3m
£44.4m
£42.2m
2026
2024
2025
2022
2023
£65.8m
£58.5m
£50.5m
£43.5m
£38.4m
2026
2024
2025
2022
2023
FINANCIAL KPIs
1
* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 191 to 194.
1. FY25/26 was a 53 week period, FY24/25 was a 52 week period.
Reported gross profit divided by revenue. Adjusted operating margin is adjusted operating profit
(defined as operating profit after adjusting items) divided by revenue.
Adjusted return on capital employed is adjusted profit before tax divided by
average invested capital (being the average of opening and closing invested
capital). Invested capital is defined as 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 OPERATING MARGIN*
14.8%
+120bps
ADJUSTED RETURN ON CAPITAL EMPLOYED*
20.4%
-40bps
GROSS MARGIN
40.5%
+140bps
Adjusted profit before tax is reported profit before tax after adjusting items.Profit before tax is reported profit before tax.The value of revenue recorded each year.
REVENUE
£437.3m
+4.0%
PROFIT BEFORE TAX
£62.6m
+17.7%
ADJUSTED PROFIT BEFORE TAX*
£65.8m
+12.5%
Net cash from operating activities is defined as the cash generated in
the ongoing regular business activities in the year.
Adjusted profit attributable to equity holders divided by weighted
average number of shares in issue.
Total dividend declared for the full year.
NET CASH FROM OPERATING ACTIVITIES
£51.0m
+5.6%
ADJUSTED BASIC EARNINGS PER SHARE*
44.24p
+11.2%
FULL YEAR DIVIDEND PER SHARE*
18.71p
+11.0%
30
A.G. BARR p.l.c. Annual Report and Accounts 2026
BEHAVING
RESPONSIBLY
FOR 150 YEARS
RESPONSIBLE BUSINESS REPORT
We are pleased to present our most recent Responsible
Business Report, which sets out our ambitions,
achievements and future strategy regarding our
corporate responsibility agenda. While the principles of
our approach and narrative remain consistent, this report
provides comprehensive updates on the progress made
and highlights over the past twelve months.
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 global peace and prosperity. Central to
this are the 17 Sustainable Development Goals (SDGs),
which are an urgent call for action by all countries in a
global partnership.
While our activities 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 listed below.
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 take immense pride in our brands and our
business, alongside the positive contribution we
deliver to society. Our actions are a direct reflection of
our identity and values. For more than 150 years, we
have been successful brand custodians, building a
diverse and differentiated portfolio which people love.
The continued resilience of the Group is crucial, not
only for our employees and shareholders but also for
the positive impact our business has on a wide range
of stakeholders and the broader UK economy.
Our overarching purpose is to build great brands for
everyone: our consumers, customers, shareholders
and society as a whole. This purpose is supported by
our core values, which include a commitment to ‘Be
Accountable’. Our responsibility agenda is intrinsically
woven into the fabric of our business. As we continue
to grow and evolve, it is more critical than ever that we
actively address the key issues facing society, such as
mitigating the impact of climate change.
31
A.G. BARR p.l.c. Annual Report and Accounts 2026
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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, thereby supporting our
contribution to a sustainable future
for all. We also engage with a wide
range of stakeholders, to ensure that
our priorities are consistently
aligned. As a consequence, our
responsible behaviours at AG Barr
are underpinned by four key
commitments which we believe to
be material to both our business
and key stakeholders:
1. Further information on employee engagement and
females in leadership is provided on page 32 within
the non-financial KPI section.
2. Science-based targets as approved by the Science
Based Target Initiative (SBTi).
3. The target boundary includes land-related emissions
and removals from bioenergy feedstocks.
4. This target includes FLAG emissions and removals.
5. 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 50 for more information.
WE ACT WITH INTEGRITY
Key focus areas
• Building trust
• Safety and wellbeing
• Employee engagement
• Responsible policies
and practices
Long-term goals
Accident incident rate
• Zero work-related reportable accidents.
Employee engagement
1
• 2027 Goal: 80%
Females in Leadership
1
• 2027 Goal: 45%
WE RESPECT THE ENVIRONMENT
Key focus areas
• Carbon emission reduction
• Packaging
• Water and waste
• Sustainable sourcing
Long-term goals
Overall Net Zero Target:
• A.G. Barr p.l.c. commits to reach net-zero greenhouse
gas (GHG) emissions across the value chain
by FY2050.
Near-term targets:
2
• Reduce absolute scope 1 and 2 GHG emissions
by 60% by FY2030 from a FY2023 base year.
3
• To reduce absolute scope 3 GHG emissions from
downstream transportation and distribution by 25%
within the same timeframe.
• 79.8% of suppliers by emissions covering purchased
goods and services and upstream transportation
and distribution will have science-based targets
by FY2030.
• Reduce absolute scope 3 Forest, Land, and
Agriculture (FLAG) GHG emissions by 30.3%
by FY2030 from a FY2023 base year.
4
• No deforestation across primary
deforestation-linked commodities.
Long-term targets:
2
• Reduce absolute scope 1 and 2 GHG emissions
by 90% by FY2035 from a FY2023 base year and
to maintain a minimum of 90% absolute scope 1
and 2 GHG emissions reductions from FY2035
through FY2050.
3
• Reduce absolute scope 3 GHG emissions by
90% by FY2050 from a FY2023 base year.
5
• Reduce absolute scope 3 FLAG GHG emissions
by 72% by FY2050 from a FY2023 base year.
4
Water
• Improvement in water usage efficiency (relative to
production volumes).
• 2030 Goal: 20% improvement from a 2020 base
year.
Waste
• Never again send non-hazardous waste to landfill.
Packaging
• 2027 Goal: 100% of packaging to be recyclable.
• 2035 Goal: 100% recycled or renewable PET bottles.
WE SUPPORT HEALTHY LIVING
Key focus areas
• Calorie reduction
• Responsible advertising
and marketing
• Clear and consistent labelling
Long-term goals
To continue to advertise responsibly, offer a wide range of products and pack sizes to assist with portion
control and, by providing clear nutritional information, enable our consumers to make informed choices.
WE GIVE BACK
Key focus areas
• Community engagement
• Charity partnership
• Employee volunteering
Long-term goals
To support good causes across our communities, through financial donations and by increasing awareness
and supporting fundraising and volunteering across our teams.
32
A.G. BARR p.l.c. Annual Report and Accounts 2026
2.0
2.0
2.7
4.0
8.6
2026
2024
2025
2022
2023
32.01
24.06
Baseline year 2023
2025/2026
2024/2025
81%
78%
76%
75%
75%
2026
2024
2025
2022
2023
14.3%
12.2%
10.7%
7.1%
5.1%
2026
2024
2025
2022
2023
100%
100%
100%
100%
100%
2026
2024
2025
2022
2023
43%
38%
42%
38%
41%
2026
2024
2025
2022
2023
OUR NON-FINANCIAL KPIs
In support of our responsibility commitments we measure a range of non-financial KPIs as set out below:
ACCIDENT INCIDENT RATE
2.0
CARBON EMISSION REDUCTION
ACROSS OUR OWN OPERATIONS
32.01%
EMPLOYEE ENGAGEMENT
81%
NON-HAZARDOUS WASTE
DIVERTED FROM LANDFILL
100%
IMPROVEMENT IN WATER
USAGE EFFICIENCY
14.3%
FEMALES IN LEADERSHIP
43%
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 42.
Number of females defined as leaders/senior managers at the
close of the financial year. See page 36 for further information.
Percentage reduction in total Scope 1 and Scope 2 greenhouse gas
emissions versus 2023/24 baseline year using a market-based approach.
Our revised 2023 baseline (previously 2020) has been calculated to more
accurately reflect corporate acquisitions and the incorporation of our FLAG
targets from 2023. Also, as 2020/21 fell within a period of significant impact
from the COVID-19 pandemic, the revised baseline provides a more
representative start point. See page 51 for further information.
As measured by the response rate to our annual employee survey.
Quantity of non-hazardous waste from Company-owned
sites diverted from landfill relative to total non-hazardous waste.
Number of accidents (RIDDOR) per 1,000 people – relative to both our
employees and agency workers. Further information is provided in our safety
and wellbeing culture section on page 34.
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Financial StatementsGovernance ReportStrategic Report
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.
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 on the Group
website. This explains the steps that we take to seek
to ensure that there are no incidents of modern
slavery within the business and our supply chain, in
accordance with the UK Modern Slavery Act 2015.
The Board reviews the Group’s operational, legal
and compliance framework to prevent modern
slavery in its supply chain, which includes employee
training, contractual terms and conditions, and due
diligence processes.
The Group's Anti-bribery and Corruption Policy
(ABC Policy), available on the Group website,
emphasises the Group’s zero tolerance approach
to bribery and corruption. It sets out the Group’s
responsibilities, and of those working for it and
parties acting on its behalf, in observing and
upholding its position on bribery and corruption
in compliance with applicable laws, and provides
information and guidance to those working for the
Group and parties acting on its behalf on how to
recognise and deal with bribery and corruption
issues. The ABC Policy is clearly communicated
to all 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. 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.
Human Rights
Our Human Rights policy details the principles and
protections we uphold across all our operations,
including on freedom of association, abolition of
compulsory and child labour, and protection from
discrimination. This aligns with the International
Labour Organisation’s Declaration on Fundamental
Principles and Rights at Work, and the UK Guiding
Principles on Business and Human Rights.
Through our Speaking Up processes and
procedures, we encourage colleagues to disclose
any breaches of these rights to an external body
while maintaining anonymity and protection from any
repercussions. Further information on our policies
is available on the Group website.
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.
Theme Cross reference (within Annual Report & Accounts unless otherwise stated) Page reference
Environmental matters Responsible Business Report – We respect the environment Pages 38 to 53
Employees Business model
Responsible Business Report – We act with integrity
Pages 10 to 11
Pages 34 to 37
Social matters Business model
Responsible Business Report – We support healthy living
Responsible Business Report – We give back
Pages 10 to 11
Pages 54 to 55
Pages 56 to 57
Non-financial metrics Responsible Business Report – Non-financial KPIs Page 32
Business risks Risk Management Pages 63 to 69
Business model Business model Pages 10 to 11
SECR Responsible Business Report – SECR reporting Pages 52 to 53
TCFD and CFD Responsible Business Report – TCFD and CFD disclosures Pages 44 to 51
ABC Governance Audit and Risk Committee Report Pages 88 to 89
Supplier controls Responsible Business Report – Sustainable sourcing Page 42
Policies & Procedures Including Environmental Policy, Supplier Code of Conduct (Human Rights),
Modern Slavery Statement, ABC and Employment Protection Policies
https://www.agbarr.co.uk/responsibility/
policies-terms-of-business-and-brand-rules/
34
A.G. BARR p.l.c. Annual Report and Accounts 2026
Building trust
Being a trusted business that acts with integrity is
fundamental to all of our stakeholder relationships
– from our colleagues, 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.
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.
Safety and wellbeing culture
Health, safety, and wellbeing are at the core of our
culture and our non-negotiable 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, as a minimum,
ensure compliance with all health and safety related
legislation. 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.
Our accident incident rate, measured as the number
of RIDDOR accidents per 1,000 people, was
maintained at a level of 2.0 during the past 12 months.
This, along with our ISO 45001 Occupational Health
& Safety certification, is representative of the hard
work that is ongoing to continually improve our safety
standards and culture.
RESPONSIBLE BUSINESS REPORT CONTINUED
WE ACT WITH
INTEGRITY
Building and maintaining long-lasting trust
and successful relationships with all of our
stakeholders 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.
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Our accident incident rate KPI, as detailed in our
non-financial KPIs on page 32, 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.
In 2025, our Cumbernauld warehouse and transport
teams achieved a commendable four consecutive
years with no lost time accidents.
We will continue to work hard towards delivering
our safety goals in the year ahead.
Using the Keil model, in 2025 our maturity
score increased from 3 to 4 on a 5 level scale,
demonstrating the improvement in the maturity
of our safety culture.
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 the
menopause, we strive to create a culture where
open conversations are encouraged and our people
are properly supported.
SAFETY HIGHLIGHT
4
years zero lost time accidents in
our Cumbernauld warehouse &
transport teams
E M P L O Y E E
ENGAGEMENT
HIGHLIGHT – 2026
81%
2025: 78%
LEARNING AND
DEVELOPMENT
HIGHLIGHT
42
hours of training and
development provided
per full-time employee
Employee Engagement
For 150 years we have developed a positive,
results-driven and supportive culture. We will strive
to maintain and develop this culture as we grow our
business both organically and through acquisitions
over the long term.
Underpinning everything we do is our desire to
support our colleagues to grow and succeed – this
is reflected in the ‘Energised and Focused People’
pillar in our five-year People strategy.
Communication is key to this engagement and we
use a wide range of channels and tools to suit the
different needs and preferences of our people.
Employee values
Underpinning our corporate strategy is a significant
evolution in our workplace structure: the transition
of four former business divisions – Barr Soft Drinks,
MOMA, FUNKIN and Boost – into one unified
AG Barr community. We are now united by a single
corporate purpose and vision, supported by a
shared set of values and behaviours that launched
in early 2025.
Our colleagues live and breathe our values –
"We act with integrity" and "We respect our people,
customers, communities and the environment" –
through our daily Behaviours: Be Accountable, Be
Brave, Be Connected and Be Honest.
These values and behaviours are the golden thread
throughout our entire business, guiding everything
we do. They reflect the actions we take, the decisions
we make, and the attitude we bring to work every day.
From the way we hire and manage our talent to how
we reward performance, these principles ensure we
are building a supportive, high-performing business
that remains true to its heart.
For more information on our employee values visit our
website at agbarr.co.uk
Learning and development
We recognise the direct link between a culture
of continuous learning and a highly engaged
workforce. Our Learning and Development (L&D)
strategy is designed to ensure that every member
of the AG Barr community possesses the skills to
thrive today while building the collective capability
required for our future. Our employee proposition
is based around opportunity for personal growth
linked to our business growth, as noted in our
Employer Brand headline launched last year,
Let’s Grow!!!
To support our unified culture, we have centralised our
internal learning resources into a single, cohesive
team. This evolution ensures a consistent colleague
experience across all divisions and provides a holistic,
business-wide view of talent development.
Central to this strategy is 'The Learning Barr,' our
refreshed Learning Management System (LMS).
Now well embedded across the business, the
platform has achieved high levels of engagement,
providing all colleagues with equity of access
to a diverse mix of in-person and digital learning.
In 2025, our commitment to growth was reflected
in our engagement levels, with an average of
42 hours of training and development provided
per full time employee.
In 2026, our focus will remain on driving capability
and confidence across all roles. We also continue
to champion the ‘Squiggly Career’ philosophy,
supported by our ongoing partnership with
‘Amazing If ’.
36
A.G. BARR p.l.c. Annual Report and Accounts 2026
RESPONSIBLE BUSINESS REPORT CONTINUED
WE ACT WITH INTEGRITY CONTINUED
Diversity, equity and inclusion
We strive to be an inclusive employer that supports
our employees and treats suppliers fairly, regardless
of their gender or background. We work proactively
to drive positive change and remove any barriers to
success, with the aim of creating an environment
where everyone is empowered to reach their full
potential.
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, job applicants and
suppliers 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
progressed to 67% males and 33% females, and
remains broadly indicative of our industry. On our
journey towards greater gender equality we set a
new KPI in 2020 related to females in leadership,
targeting 45% females across the leadership
2025 2026
Male 5 4
Female 4 4
Total 9 8
2025 2026
Male 72 62
Female 45 46
Total 117 108
2025 2026
Male 663 628
Female 318 309
Total 981 937
BOARD & COMPANY SECRETARY
LEADERSHIP TEAM
ALL EMPLOYEES
2026
50%
Female
2026
43%
Female
2026
33%
Female
2026
50%
Male
2026
57%
Male
2026
67%
Male
GENDER DIVERSITY AS AT YEAR END
population by 2025 – whilst we have not yet met
this target we are pleased to have made progress in
this regard, with senior female representation across
the Group at 43%.
The key metrics from our latest AG Barr Gender
Pay Report are detailed below. Positive numbers are
favourable to men and negative numbers are
favourable to women.
The mean pay gap for AG Barr is 7.2%, which is a
pay gap in favour of males. The mean pay gap looks
at the differences in average hourly pay for females
compared to males, across the whole of the
organisation. The mean pay gap last year for AG
Barr was -13.3%, meaning an overall movement of
20.5%. Whilst this has resulted, in absolute terms, in
the pay gap getting closer to 0%, it is now in favour
of males. The median pay gap is -1.2%, indicating a
pay gap in favour of females. The median pay gap
looks at the middle point of a population, therefore
excluding the outliers.
MEAN GENDER PAY GAP
7.2%
2024: -13.3%
MEDIAN GENDER PAY GAP
-1.2%
2024: -6%
MEAN BONUS PAY GAP
-10.3%
2024: 22.9%
MEDIAN BONUS PAY GAP
52.4%
2024: -17.2%
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37
A.G. BARR p.l.c. Annual Report and Accounts 2026
Compared to last year, AG Barr has merged into one
Group entity, which resulted in certain organisational
changes and the addition of a number of colleagues,
such as those in MOMA and Funkin, both of which
have had an impact on the pay gap figures.
There have also been a handful of other key
changes in the organisation which has resulted in
significant movements in the pay gap. A key driver
in this movement is the exclusion of Non-Executive
Directors (“NEDs”). In prior years, NEDs were
included in the calculations. This included three
female NEDs, who had an overall notable positive
impact on the average pay for females. This year
they have not been included in the calculations,
and therefore the average pay for females has
decreased.
The mean bonus pay gap is -10.3% and the median
bonus gap is 52.4%. In 2024, AG Barr paid annual
bonuses in both March and April. In 2025, all
annual bonuses were paid in April. Both the mean
Employees receiving a bonus payment
MALE
21.3%
2024: 91.7%
F E M A L E
23.2%
2024: 94.7
and median bonus have notably shifted this year as a
result of bonuses now being paid during April only.
The bonus pay gap uses the period 6 April 2024 -
5 April 2025 (April 2024 - March 2025 for AG
Barr). As bonuses are now paid in April 2025, any
annual bonuses are no longer included in the bonus
pay gap calculations. As a result, there has been a
substantially reduced number of bonuses being paid
during the year, in comparison to prior years,
typically of spot bonus nature, resulting in a more
volatile output. This has resulted in a notable shift
in the proportion of males and females receiving
bonuses throughout the year, which has reduced
significantly in comparison to last year, as a result
of the change in bonus receival.
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 AG Barr Gender Pay Report is available on our
website at agbarr.co.uk
Reward
By aligning pay with our strategic priorities, we
ensure a shared commitment to success for our
shareholders, consumers, customers and society.
As one AG Barr community, we strive to offer a fair
and transparent total reward package that drives a
performance-led culture. Our framework is explicitly
linked to the long-term sustainable success of the
business and our core values. We target pay close
to the market median to attract and retain high-
caliber talent, while our bonus schemes are
designed to reward both individual excellence and
collective achievement.
In early 2026, we reached a significant milestone
in our employee experience with the launch of
The Benefits Barr. This new, contemporary rewards
platform provides a higher quality and more intuitive
user experience for all our people.
As a digital-first platform, The Benefits Barr is
available as an app for personal devices. This
ensures that our benefits are more visible and
accessible than ever before, regardless of where
or how our colleagues work. The platform allows
employees to easily select the benefits most suitable
to them. Central to the new system is also a
dedicated 'Wellbeing Centre,' providing integrated
resources to support the physical, mental and
financial health of our community. By using The
Benefits Barr to increase visibility of our total
offering, we ensure that our people feel valued for
both what they achieve and how they achieve it.
We are proud to be a UK Real Living Wage
accredited employer, reflecting our commitment to
treating our people with the respect they deserve.
We comply fully with all regulatory requirements to
ensure fairness and pay equity across the Group.
More detailed information on our approach to
remuneration is available in the Directors’ Remuneration
Report on pages 93 to 123
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 https://www.agbarr.co.uk/
responsibility/policies-terms-of-business-and-brand-
r u l e s/.
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, 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:
• Fraud, Risk Management and Ethical Practice
• 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 63 to 69
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As a successful, growing business, a key challenge
is the need to decouple business growth from our
environmental footprint. Therefore, efficiency is a
core focus to ensure that the successful execution
of our ‘Dare to Double’ strategy does not lead to
a proportional increase in our water, waste and
emissions footprint.
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 emission 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.
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 reflects 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 have also changed our baseline year from 2020
to 2023 for the following reasons:
• Acquisitions: following the acquisitions of
MOMA and Boost in 2022, we have recalculated
our emissions to produce the most accurate
reflection of the company’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.
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.
WE RESPECT THE
ENVIRONMENT
We take our environmental responsibilities very
seriously, constantly seeking to minimise our
impact on the world we operate in. We focus on
energy, waste and water reduction, limiting the
impact of our packaging as well as working
towards our long-term carbon reduction targets.
RESPONSIBLE BUSINESS REPORT CONTINUED
CARBON REDUCTION
HIGHLIGHT: OUR SUPPLIER
ENGAGEMENT PROGRAM HAS
ESTABLISHED THAT
63%
of emissions from our procured goods/
services and upstream transportation are
with suppliers already committed to
science-based targets.
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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).
These new targets have now been verified by the SBTi.
With continued support from the Carbon Trust we
have completed a full carbon footprint assessment
for our 2024/25 financial year covering our Scope
1, 2 and 3 greenhouse gas emissions.
A detailed breakdown of our 2024/25 greenhouse
gas emissions is contained within the Metrics and
Targets section of our TCFD and CFD disclosures on
page 50. These disclosures also contain our
Streamlined Energy Carbon Reporting (SECR) report
which sets out our Scope 1 and 2 data for the
2025/26 financial year.
Our market-based Scope 1&2 carbon emissions
from our own operations in 2025/26 saw a 32.0%
reduction compared to our 2023/24 baseline
year, falling to 4,715 tCO
2
e from 6,935 tCO
2
e.
The procurement of REGO-backed renewable
OUR 2024/25 GREENHOUSE GAS EMISSIONS
SCOPE 1
2.5%
Direct emissions from
activities we control:
(5,209 tonnes)
SCOPE 2
0.03%
Market-based. Indirect
emissions from purchased
energy (57 tonnes)
SCOPE 3
97.5%
All other emissions that
occur in the value chain
(203,397 tonnes)
TOTAL EMISSIONS
1
208,664 tonnes
tonnes CO
2
e
2.5%
Own operations
(scope 1&2)
11.3%
Other upstream
(scope 3)
46.0%
Packaging
19.7%
Transport & distribution
3.8%
Other downstream
(scope 3)
1.1%
End-of-life treatment
of packaging once
products are
consumed
15.6%
Ingredients
1. In the 2024/25 reporting period we have also calculated the out-of-scope emissions resulting from the combustion
of HVO and Biomethane for vehicles and the use of a proportion of biogenic CO
2
in production (Process Emissions).
This amounted to 494 tCO
2
e of Scope 1 biogenic CO
2
emissions which have not been included in the scope 1 number
mentioned above. Similarly, our scope 3 biogenic CO
2
emissions amounted to 887 tCO
2
e (not included within the total
scope 3 value).
Note: a full breakdown of all emission categories is provided in the Metrics & Targets section below.
electricity across all of our operational sites reduced
our market-based Scope 2 emissions by 3,806
tCO
2
e (a 99.4% reduction) in 2025/26 compared
to location-based emissions. Further details on the
positive carbon initiatives delivered this year are
available in our SECR section on page 53.
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.
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A.G. BARR p.l.c. Annual Report and Accounts 2026
2020
• ESG Board Committee established
• Launch of No Time To Waste environmental
sustainability programme
• Switch to 100% renewable electricity for
owned operations
• Climate Disclosure Project (CDP) score
achieved B classification
• Introduction of recycled packaging film on our
consumer multipacks
2021
• Completion of first full carbon footprint
assessment
• Electric vehicle charging points installed at all
main Company-owned sites
• Fully electric fork lift truck fleet
• Introduction of plant-based beverage 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 alternative fuel to fossil-based diesel
2023
• 20% of trucks fuelled by renewable
bio-methane (Bio-CNG)
• Introduction of first tethered cap plastic bottles
• Further packaging lightweighting
• 30% rPET introduced in all PET plastic bottles
produced at our Milton Keynes site
2026-2030
• Incremental plastic and aluminium packaging lightweighting
• Progressive use of recycled content and renewable materials
• Transition of remaining truck fleet to renewable fuel
• Reduce Company car fleet and transition to electric vehicles
• Degasification at our main manufacturing sites through the
utilisation of heat pumps
• Reduction of CO
2
gas used as a processing aid in manufacturing,
process improvements in production, and transition to biogenic
CO
2
sources
• Key suppliers transition to green electricity
2025
• Installation of more energy efficient manufacturing equipment at our
Cumbernauld site, including new PET and can filling lines
• Supplier engagement and collaboration programme
• 30% recycled content introduced to our pallet stretch films
• No Deforestation policy implemented
2024
• Recycled plastic film used on all multipacks
• Forest, Land and Agriculture (FLAG) emissions reduction
targets established
• Updated science-based targets validated by the SBTi
• Average aluminium recycled content increased to 62%
• MOMA moved to 100% recyclable packaging
• REGO backed renewable electricity procured across all
our operational sites
2030
• Reduce absolute scope 1 and 2 GHG emissions
by 60% from a FY2023 base year
• Reduce absolute scope 3 GHG emissions from
downstream transportation and distribution 25%
within the same timeframe
• Reduce absolute scope FLAG emissions by 30%
• 79.8% of suppliers by emissions will have
science-based targets
2030-2035
• Further degasification through heat pumps
• Further extend the supplier engagement and
collaboration programme
• 100% circular or renewable packaging
2035
• Become net-zero across our own operations
2035-2050
• Progressive use of recycled content and
renewable materials
• Logistics partners move away from diesel
• Suppliers and logistics partners deliver on their
net-zero commitments
2050
Become net-zero across
our full value chain
RESPONSIBLE BUSINESS REPORT CONTINUED
WE RESPECT THE ENVIRONMENT CONTINUED
Our roadmap to net-zero sets out our progress and plans.
OUR PROGRESS
OUR PLAN
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Our ambitious commitments are being delivered
through our No Time To Waste environmental
sustainability programme, which brings together
our net-zero, packaging, waste, water, sustainable
sourcing and biodiversity workstreams. No Time
To Waste is central to the achievement of our
science-based targets.
Further information is available on pages 44 to 51
within our TCFD disclosures and within our net zero
Transition Plan, which can be found on our Group
website.
Packaging
We believe that packaging should be treated by
all as a valuable resource, recycled after use and
maintained within a circular economy.
We continually seek to reduce the amount of
packaging we use. Our No Time To Waste
packaging workstream has established a clear
strategy, with a long-term goal of 100% circular and
renewable packaging. This means a future where we
first reduce, then recycle and reuse our packaging
in order to minimise waste. In 2024/25, packaging
constituted 46% of total emissions across our value
chain, therefore, reducing the environmental
footprint of our packaging forms 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
by 2025.
Currently, 99% of our packaging is recyclable and
we are working to resolve the challenges with the
outstanding materials. We use clear on-pack
recycling messages to help ensure that our
packaging is disposed of correctly. To minimise
littering and facilitate recycling, we’ve extended our
use of tethered caps across 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 products. This year we’ve
achieved 66% recycled aluminium content, reducing
our use of virgin aluminium by more than 300
tonnes compared to the previous year.
Our multipack film wrap is made with at least 50%
recycled plastic. Furthermore, we are using a
minimum of 30% recycled content across 95% of
our PET bottles range, which will progress to include
100% of the range in 2026.
It is our longer term intention to move our PET bottle
portfolio to 100% recycled or renewable plastic,
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. We will review our levels of recycled
content in PET across all of our products once the
UK’s Deposit Return Scheme (‘DRS’) is introduced,
which is expected to improve access to higher
quality recycled PET (rPET). Aligned with our circular
packaging strategy, we are a key supporter of the
UK DRS, which is expected to launch in October
2027 and deliver a transformational, sustainable
recycling solution for both plastic bottles and cans,
covering the two most significant packaging formats
used for our brands. Based on evidence from
Ireland, where an equivalent scheme launched in
February 2025, the UK DRS may also deliver wider
social benefits, including litter reduction and
increased charitable giving.
This support is reflected in our status as a founding
investing member of the UK Deposit Management
Organisation (DMO), whose trading name is
"Exchange for Change", which is tasked with
designing and delivering the UK DRS. Jonathan
Kemp, our former Commercial Director, has also
played a key role in the set up and development of
the DMO as a non-executive industry director of the
new organisation, and provides an important link
between the DMO, AG Barr and the wider UK
beverage industry.
We remain fully committed to achieving our net-zero
science based carbon emission targets and moving
to 100% circular or renewable PET packaging as and
when new technology in recycling and renewable
materials allows. However, we recognise that the
transition may not be linear. We continue to work
with our suppliers on sustainable packaging
alternatives.
PACKAGING HIGHLIGHT:
30%
Following the successful integration of
recycled plastic into our PET bottles and
multipack films, we have expanded our focus
to distribution packaging, introducing a
pallet stretch film made with 30% recycled
content at our Milton Keynes site.
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A.G. BARR p.l.c. Annual Report and Accounts 2026
Water risk and usage in production
As a multi-beverage company, water availability is a
material consideration. In 2025 we mapped the
location of our facilities to understand the direct risk
of water insecurity to our own operations.
Currently, we do not have any sites in areas of water
risk. However, from this exercise we understand the
location of our Milton Keynes factory may fall within
a high water stress area by 2030. Our priority is to
continue our actions to improve water efficiency,
increasing our resilience while maintaining high
standards of cleanliness in our manufacturing
processes and supporting the increase in
production volumes to deliver our growth plans.
In 2025/26, we used 724,698,000 litres of
freshwater in production, placing us on target
for a water efficiency ratio of 1.68 litres of
freshwater used for every litre of product made.
This represents a 14.3% improvement compared
to our 2020/21 baseline.
RESPONSIBLE BUSINESS REPORT CONTINUED
WE RESPECT THE ENVIRONMENT CONTINUED
As part of our sustainable sourcing strategy, we
understand that the most significant water risk in our
supply chain relates to sourcing agricultural
ingredients. We’ve utilised the World Wildlife Fund’s
(WWF) Aqueduct and Biodiversity Risk maps to
initially assess the locations of our key fruit suppliers.
This mapping exercise is a crucial step in building
our sourcing strategy and mitigating against the
environmental changes we anticipate in the coming
decades.
We have also recently partnered with the Waterplan
organisation to better understand the most
significant areas of water stress across key mango
growing regions in India, and the actions which may
be taken to address this risk and improve supply
chain resilience.
Waste
For the sixth consecutive year, we’ve maintained our
target of diverting 100% of our non-hazardous waste
from landfill. Our objective is to maintain this
performance on a permanent basis, as well as
improving our waste management through initiatives
such as waste auditing and improving waste
segregation in our office spaces.
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 our total solid
waste was 3.70 kg waste produced per 1,000l of
product produced, representing a 16.6%
improvement compared to our 2020/21 baseline.
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.
This year, we set up a recycling scheme for
colleagues’ uniforms, which saw c.730kg of clothing
collected from our sites. Recycling these items saves
c.355kg CO
2
e compared to the emissions which
would have resulted from this material going to
landfill.
Additionally, we have continued our work with food
redistribution charity FareShare, who provide surplus
food and drink to community groups across the
country. In FY25, we donated 30 tonnes of product
from our warehouses, which avoided stock going to
waste, as well as avoiding 60 tonnes of embedded
CO
2
e being wasted, and more importantly
supported FareShare’s mission to tackle food
inequality and poverty in the UK.
Sustainable sourcing
As climate change and a rising population put
pressure on our limited natural resources, it is
important for all our raw materials to be sourced
sustainably and used effectively.
As one of our No Time To Waste workstreams,
sustainable sourcing is key to ensuring our
high-quality ingredients and materials are sourced
and manufactured in a fair, ethical and
environmentally responsible way.
Our Supplier Code of Conduct sets out the key
supplier principles we work to and the minimum
standards we require our suppliers to meet, which
form part of their contractual commitments to us.
This Code is fundamental to ensuring we work with
suppliers who uphold the highest standards with
respect to human rights, conditions of employment
and who actively reduce their environmental
footprint. We ensure our critical suppliers have
embedded sustainable and ethical practices in
their organisations, and that they are committed
to maintaining these principles within their own
supply chains.
Our key suppliers must acknowledge their
compliance on an annual basis through our stringent
supplier approval process, which uses
questionnaires and audits to confirm adherence to
our standards across a broad range of requirements.
For many years we have used the Supplier Ethical
Data Exchange (Sedex) platform, a not-for-profit
global membership organisation dedicated to
driving improvements in ethical and responsible
business practices. We also use the Sedex Supplier
Approval Questionnaire as an important secondary
validation step which allows independent
benchmarking of suppliers on a consistent
measurable basis. During the past year we have
introduced the EcoVadis platform as an additional
tool to better monitor environmental risks across our
supply chain and enable the prioritisation of
suppliers with more resilient practices.
The output from these systems also allows us to
collaborate and engage with our suppliers to set
objectives and action plans to deliver more
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.
During 2025, we implemented a No Deforestation
policy, which 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. In 2025/26 our suppliers have
achieved a 98% compliance rate and we have
remedial measures in place to resolve any issues
with the remaining portion of materials.
We are now part of a
collaborative group established
to assess climate-related risks
impacting the mango supply
chain in the Konkan region of
India. This initiative will explore
opportunities to bring together
farmers, buyers and other
stakeholders to support a
more sustainable and climate
resilient supply chain."
John Hutchison
Director of Procurement
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A.G. BARR p.l.c. Annual Report and Accounts 2026
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.
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 verification
We have continued to work with independent third
party, the Carbon Trust, across the past 12 months.
They have completed a review and verification of
our Group operations for Scope 1, 2 and 3
emissions for the year ended January 2025 against
the ISO 14064-3 standard.
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.
Our 2025/26 Scope 1 and 2 data (available in our
Streamlined Energy and Carbon Report on page 52)
has been externally verified by Carbonology, an
independent third party.
ESG-related corporate ratings
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
throughout the year. The assessments conducted
by third party ESG ratings agencies communicate
our sustainability performance to a range of
stakeholders, particularly investors and customers.
A summary of the results received from these
agencies is below.
MSCI – 'AA'
We have successfully maintained our 'AA' rating
from MSCI, through an evaluation of corporate
governance alongside industry-specific, ESG-related
risks and opportunities. This rating classifies us as
‘leaders’ with very strong management measures in
comparison to global industry peers.
Climate Disclosure Project (CDP) –
‘B’ rating
Our overall CDP score has remained consistent
from the previous year at ‘B’ or ‘Management level’.
CDP defines this as “evidence of action and
processes to manage environmental issues, showing
that the company is moving from understanding to
implementation”.
EcoVadis – 69/100, ‘Bronze Medal’
We’ve received a Bronze Medal classification from
EcoVadis, placing us in the top 35% of companies
reporting through the platform. We’ve been
recognised as a ‘Leader’ in carbon management,
the highest level given by EcoVadis.
S&P Global Corporate Sustainability
Assessment – 40/100
We continue to see year on year improvement in
our score from S&P, with notable improvements in
modules on our No Deforestation Commitment and
certification of agricultural ingredients, as well as
water risk management and human rights.
Further information on our corporate governance
framework can be found on pages 72 to 86.
44
A.G. BARR p.l.c. Annual Report and Accounts 2026
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 Task Force on
Climate-related Financial Disclosures (TCFD)
recommendations and recommended disclosures.
We have also complied with the requirements of the
Companies (Strategic Report) Climate-related
Financial Disclosure (CFD) Regulations 2022 (SI
2022/31) and the Limited Liability Partnerships
(Climate-related Financial Disclosure) Regulations
2022 (SI 2022/46), collectively referred to as CFD
hereafter.
Scope 3 emissions are disclosed a year in arrears
due to calculation and validation requirements.
The TCFD and 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.
RESPONSIBLE BUSINESS REPORT CONTINUED
WE RESPECT THE ENVIRONMENT CONTINUED
Executive Committee Board
Group Risk
Committee
ESG Steering
Committee
Capital Allocation
Committee
Audit and Risk
Committee
ESG Committee
Remuneration
Committee
Nomination
Committee
OUR CLIMATE-RELATED GOVERNANCE
RESPONSIBLE BUSINESS REPORT –
TCFD AND CFD DISCLOSURE
• 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.
Governance
Board of Directors
The AG Barr Board has accountability for the
oversight of climate-related risks and opportunities
impacting the Group.
The Board 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 regarding science-
based targets and 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 training on
water stewardship, regenerative agriculture and
nature based solutions.
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. Climate-related emerging risks are reviewed
by the Executive Committee twice each year; the
output and recommendations from those reviews are
presented to the Board and inform the Board’s
strategic planning process. The Risk Committee also
reviews climate-related emerging risks at least
annually. The Board completed a robust assessment
of the Group’s emerging risks, including those
related to climate change, during the year.
Corporate climate-related targets, set by the
Executive teams and ratified by the ESG Committee,
are monitored by the Board on a regular basis.
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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 delegated
responsibility for monitoring 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 Audit and Risk Committee
reports to the Board.
• The Environmental, Social and Governance
(ESG) 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 reports
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 for
executive directors and executive management,
including how climate-related factors are taken
into consideration and reflected in reward.
Executive directors’ long-term incentive plan
awards and annual bonus, by way of illustration,
both include an environmental sustainability
performance measure. The Remuneration
Committee reports to the Board. Further
information is available in our Directors’
Remuneration Report on pages 93 and 123.
• The Nomination Committee is responsible for
Board appointments and succession planning.
The Nomination Committee reports to the Board.
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 Group Risk
Committee oversees our principal risks and
uncertainties, and reviews the effectiveness of
risk management and compliance systems in
managing those risks. The Group Risk Committee
also reviews climate-related emerging risks at
least annually. The Group Risk Committee aims 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 Group Risk
Committee meets bi-monthly and reports to the
Audit and Risk Committee and the Executive
Committee.
• The ESG Steering Committee, chaired by the
Chief Executive Officer, governs our Group-wide
environmental, social and governance
programme and reports to the ESG Committee.
The ESG Steering Committee is responsible 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. It is also responsible for setting
the Group’s “Social” strategy, including
supporting healthy living, and for ensuring
ethical governance and accountability. The ESG
Steering Committee meets quarterly and reports
to the ESG Committee.
• Our No Time To Waste environmental
sustainability programme encompasses six key
workstreams, each with a dedicated workstream
lead. The programme aims to reduce the effects
of climate change and environmental impacts,
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 quarterly basis. The
No Time To Waste forum reports to the ESG
Steering Committee.
• 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. The Capital Allocation Committee
reports to the Executive Committee.
• Our Executive Committee is responsible for
identifying and managing emerging risks and
opportunities at an A.G. BARR Group level. The
Executive Committee conducts reviews twice
each year prior to making recommendations to
the Board, the output from which forms part of
the Board’s annual strategy review.
Strategy
Our Board has ultimate responsibility for agreeing
our business strategy, taking into account, and
reflecting where appropriate, the risks and
opportunities associated with climate change. As
detailed above, the Board’s strategic thinking and
decision making is supported and informed by our
Executive teams and by a number of Board
sub-committees.
As detailed in the Metrics and Targets section that
follows, our key climate related objective, borne out
of our strategy, relates to our achievement of our
science-based targets and our ultimate net-zero
commitment. Our associated net-zero road map is
set out on page 40.
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 business 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. Potential financial
impacts detailed below show a worst case scenario
before mitigating actions. Net risk ratings that fall in
the categories of "moderate", "high" or "critical"
would be deemed to be material.
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A.G. BARR p.l.c. Annual Report and Accounts 2026
PHYSICAL RISKS
Associated with increased severity of extreme weather events such as cyclones and floods (acute), and with changes in precipitation patterns and extreme variability in weather patterns,
rising mean temperatures and rising sea levels (chronic).
Risk Description Strategic response Net risk rating Timeframe
Risks to the supply
chain for
agricultural
ingredients
The risk that climate change impacts the future availability,
quality and cost of the natural ingredients required to
manufacture our products, such as sugar, fruit juices and
water.
We have estimated that between 60-80% of our revenues
come from products that contain sugar whilst between
20%-40% of our revenues come from products that
contain fruit juices. Rising temperatures could result in a
reduction in yield, in the production of these materials by
our suppliers. Reduced availability of these ingredients
could increase the cost of goods for our products,
potentially impacting business profitability and, in more
extreme circumstances, limit our ability to manufacture
particular products. In addition, a lack of exotic juice
availability could result in a reduction in the quality of the
juices available which could, in turn, impact consumer
preferences for some of our products.
As part of our broader procurement strategy, where possible, we maintain multiple
sourcing options for our key ingredients, spread over a variety of geographical locations.
This would mitigate against acute physical risks to the supply chain, as alternative sourcing
regions would be available. However, we recognise that due to the conditions required
for growing the exotic fruits used for some of our products, a more widespread chronic
climate impact would likely affect multiple regions. As such, we also consider direct
engagement and collaboration with our key exotic fruit suppliers to be crucial to our
mitigation strategy.
Our Sustainable Agriculture Guide promotes specific principles and practices which we
encourage with our suppliers, covering topics such as water use, forest conservation, soil
and agrochemical management. We also use tools such as EcoVadis and SEDEX to
monitor our suppliers’ environmental and social performance, and take appropriate action
to address any non-conformance in alignment with our Supplier Code of Conduct
(available to view on our Group website).
Our 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.
Moderate
Potential financial
impact (annually)
690k to £1.8m
Net risk movement
during the year
Risk of water
security disrupting
production
The risk that water insecurities such as drought, impact
our ability to manufacture soft drinks, therefore impacting
production and sales. This risk is particularly material
given the nature of our business.
Our factory in Milton Keynes is currently not located in a
water stress area according to WRI Aqueduct 3.0 but
could be by 2030 depending on the impact of climate
change.
We have established a Water workstream as part of our No Time To Waste environmental
sustainability programme in order to identify and deliver water efficiency savings within
our manufacturing operations. This includes activities to optimise our cleaning
programmes, reducing the amount of water needed, whilst maintaining the high hygiene
standards required in soft-drinks manufacturing. We have recently investigated
collaborative opportunities with external stakeholders to protect municipal water supply in
the areas in which we operate.
As part of our broader resiliency strategy, we have two Company owned production sites,
located in Cumbernauld and Milton Keynes, and also outsource production to various
co-packers. We manage product stocks to ensure continued supply to our customers in
the event of any disruption to our production, regardless of cause.
Moderate
Potential financial
impact (annually)
£599k to £4m
Net risk movement
during the year
RESPONSIBLE BUSINESS REPORT CONTINUED
WE RESPECT THE ENVIRONMENT CONTINUED
Movement: No change Increased Decreased New
Short term Medium term Long term
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Financial StatementsGovernance ReportStrategic Report
Risk Description Strategic response Net risk rating Timeframe
Risk of disruption
to downstream
transport
and distribution
The risk that acute climate phenomena impact our
downstream transport and distribution routes, resulting in
loss of sales from products being unavailable to
customers.
Our primary response to mitigate the risk of downstream logistics disruption is engaging
our third party transportation partners and customers (particularly major UK retailers) on
their own climate risk management strategy.
As with the strategic response to water risk, stock management at our warehouse sites as
part of our regular resilience strategy would allow continued deliveries in unaffected
regions.
With a largely ambient product range, the risk of products spoiling due to issues with
storage (such as refrigeration) is reduced. However, the time required to transport finished
goods in the event of such a disruption could bring products close to expiry dates.
More information on our customer engagement on logistics is disclosed in our CDP
report, and further information on our downstream net-zero considerations is detailed
in our Transition Plan, available on our Group website.
Moderate
Potential financial
impact (annually)
£4m to £12m
Net risk movement
during the year
TRANSITION RISKS
Associated with changes to policy and legislation, technology, the market and reputation.
Risk Description Strategic response Net risk rating Timeframe
Policy and legal
risk
The risk of higher costs as a consequence of planned /
potential regulation such as a carbon tax, or packaging
related fees such as the UK Plastic Tax and impacts from
the EU Single-Use Plastics Directive. The implementation
of Extended Producer Responsibility under the Packaging
Waste regulation in 2025 has resulted in additional taxes
for the business. This new regulation aims to encourage
producers to use less packaging and use more easily
recyclable materials, with the benefit of reducing the
carbon emissions associated with produced goods.
Additionally, 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 $70 per tonne CO
2
e, with the potential to rise to
$140 per tonne CO
2
e in 2030 and $205 per tonne CO
2
e
in 2040.
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. We have already
begun our decarbonisation journey in areas such as moving to 100% renewable
electricity for our own operations and investing in electric forklift trucks. Through the
use of heat pumps at our Milton Keynes site, we are transitioning from using natural gas
in our manufacturing process and we are increasingly using biogenic sources of CO
2
to
carbonate our products. More information is detailed in our net-zero Transition Plan
available on our Group website.
We are also focused on reducing, reusing and recycling across our packaging portfolio.
The vast majority of our packaging is recyclable and we are increasing our use of
recycled material (currently at a minimum of 30% rPET across our portfolio). Discussions
are underway with our glass bottle and aluminium can suppliers on how we can work
together to reduce weight and increase recycled content in the products they provide.
We are reducing packaging where possible, such as a reduction in the weight of our
PET bottles following investment in new filling lines. Our long-term objective is to move
to 100% circular or renewable packaging across our entire PET portfolio.
In addition, we are active supporters of the implementation of the UK Deposit Return
Scheme (DRS), which will significantly mitigate Extended Producer Responsibility (EPR)
costs for the business – containers subject to DRS will be out of scope of EPR.
Moderate
Potential financial
impact (annually)
£3.5m to £4.2m
Net risk movement
during the year
48
A.G. BARR p.l.c. Annual Report and Accounts 2026
RESPONSIBLE BUSINESS REPORT CONTINUED
WE RESPECT THE ENVIRONMENT CONTINUED
Risk Description Strategic response Net risk rating Timeframe
Market risk The reputational risk of a negative perception of our ESG
strategy and environmental impact, by customers and
consumers.
The delivery of our net-zero roadmaps, and specifically our drive to reduce, recycle and
reuse across our packaging portfolio, are key to improving our environmental credentials
and further building trust with consumers.
In terms of forest risk commodities, the primary response to this reputational risk has been
the introduction of our No Deforestation policy (which covers all relevant commodities we
procure, including timber-based packaging, palm oil, coffee and cocoa). We have
standards in place to ensure that the timber-based materials we procure are FSC-certified
and that the palm oil derivatives, where used by our ingredient suppliers, have
certification from the Roundtable on Sustainable Palm Oil (RSPO).
Moderate
Potential financial
impact (annually)
£4m to £12m
Net risk movement
during the year
Short term Medium term Long term
OPPORTUNITIES
Associated with resource efficiency, energy sources, products and services, markets and resilience.
Risk Description Strategic response Timeframe
Production
efficiency
opportunity
The opportunity that environmental initiatives bring
savings in energy, water, and use of materials in
production. There is also the benefit that reducing our
Scope 1&2 emissions would reduce the impact from a
potential carbon tax.
Along with dedicated sustainability initiatives through our No Time To Waste programme,
broader operational efficiency projects at our two main production sites are introducing
more energy efficient equipment, which brings environmental and financial benefits.
Potential financial
impact (annually)
£110k to £720k
Net risk movement
during the year
Procurement
opportunity
The opportunity that collaboration with key agricultural
ingredients suppliers around regenerative agriculture and
water stewardship leads to an improved crop yield, and
builds a supply chain that is more resilient to potential
climate-related cost increases.
As part of our Sustainable Sourcing workstream in our No Time To Waste environmental
sustainability programme, we have produced a Sustainable Agriculture Guide that is
shared with our ingredient suppliers and we're investigating opportunities for
regenerative agriculture and water stewardship joint projects with some of our key fruit
product and sugar suppliers. We are also using the EcoVadis platform to better monitor
environmental risks across our supply chain to prioritise suppliers with more resilient
practices.
Potential financial
impact (annually)
£590k to £1.7m
Net risk movement
during the year
We believe that our strategic actions are currently providing an acceptable degree of long-term resilience, taking into consideration different climate-related scenarios.
Movement: No change Increased Decreased New
49
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Financial StatementsGovernance ReportStrategic Report
Risk management
Identifying risks
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, ‘business as usual’ and worst-case situations, against which impacts and likelihoods were considered.
‘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 $70 (c.£50) per tonne of CO
2
e. Although we do not currently use internal carbon pricing in financial
decision making, this carbon price was used in our scenario analysis to anticipate the impact of carbon tax, based on our current emissions footprint.
Since scientific consensus indicates we have now passed the 1.5°C threshold and the physical effects of climate change are likely to be more severe, we have focussed
on higher temperature scenarios to anticipate physical risks to the business. However, since the UK Government’s climate strategy is still aiming to limit warming to 1.5°C,
the policy and market conditions in this scenario were used to understand our transition risks.
'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.
Under this scenario, we anticipate reduced crop yields of our core agricultural ingredients, as well as restrictions on municipal water supply limiting production, and
physical disruption to our transportation networks.
‘Worst-case’ climate scenario
IPCC RCP8.5 / SSP5
Scenario narrative & context
Limited efforts are made by governments and businesses to reduce greenhouse gas emissions, leading to temperature rises of 4°C above pre-industrial levels by 2100.
In this scenario, the emphasis turns to protecting the population and operational assets from the catastrophic impact of the changing climate as opposed to reducing the
emissions themselves.
RCP 4.5 and 8.5 pathways were used to assess the potential physical risks on our business and supply chain, employing environmental risk tools such as WWF’s
Aqueduct tool and Biodiversity Risk Filter to identify the threats posed to our own operations and key suppliers under varying conditions. The data from the scenario
extends to 2100 and allows us to take a long-term view of the risks, considering the impact of market change in the locations of our own assets and at the origin of our
key materials.
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A.G. BARR p.l.c. Annual Report and Accounts 2026
Assessing risks
The process of assessing climate risks and
opportunities against these scenarios comprised
three stages, detailed below:
1. Identifying climate risks along our
full value chain
A series of workshops were held to identify all
climate-related risks, opportunities, impacts and
dependencies by each stage of our value chain,
considering both the impact of certain
environmental conditions on the business, as well
as the impact of the business on the environment.
2. Quantifying the impact of climate risks
Our finance and procurement teams costed the
potential impact on the business, considering
factors such as the increased cost of agricultural
ingredients in the event of acute and chronic
climate conditions, loss of revenue due to a poor
ESG corporate reputation, loss of product from
logistics disruption, as well as regulatory fees
and a carbon tax. Quantifying these risks
provides a clear financial value to otherwise
abstract scenarios, and brings ESG in line with
our wider risk management processes.
3. Prioritise the greatest climate risks to the
business and plan mitigating actions
A key goal of our ESG strategy is to mitigate
against the most material risks identified in this
process. As such, the final stage is to categorise
the risks in line with the framework below.
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 aspects, environmental aspects and
other aspects such as health and safety and
corporate reputation. Each risk is given a risk
rating before and after mitigating actions.
Net risk ratings that fall in the categories of
"moderate", "high" 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% or more on turnover or
profit would be deemed "critical".
Managing risks
The resolution of moderate impacts requires input
from our Executive teams. The resolution of major
and critical impacts requires input from the Board
and/or its sub-committees.
The Group Risk Committee reports to the Audit and
Risk Committee, attended by Board Directors.
Similarly, the ESG Committee reports to the Board
on the material climate-related risks identified.
Mitigating actions are developed for each risk and
their effectiveness is reviewed on an ongoing basis.
New actions are triggered in order to further reduce
the net score of each risk, especially for those risks
that sit outside of the Board risk appetite. Functional
risk registers are reviewed in depth by the Group
Risk Committee according to an annual schedule
to ensure that risks are well represented and that
actions are taken to reduce the level of risk for
the business.
Metrics & targets
The mitigating actions for our key climate-related
risks, identified through our ESG Committee and our
multi-functional and business-wide risk management
process, are 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 page 32.
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.
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) and annual bonus for
Executive Directors both include a measure aligned
to environmental sustainability.
RESPONSIBLE BUSINESS REPORT CONTINUED
WE RESPECT THE ENVIRONMENT CONTINUED
Our science-based targets
• Overall Net Zero Target: A.G. Barr p.l.c. commits to reach net-zero greenhouse gas
emissions across the value chain by FY2050.
• Near-term targets:
– A.G. Barr p.l.c. commits to reduce absolute scope 1 and 2 GHG emissions by 60% by
FY2030 from a FY2023 base year.* A.G. Barr p.l.c. also commits to reduce absolute
scope 3 GHG emissions from downstream transportation and distribution by 25% within
the same timeframe. A.G. Barr p.l.c. further commits that 79.8% of its suppliers by
emissions covering purchased goods and services and upstream transportation and
distribution will have science-based targets by FY2030. A.G. Barr p.l.c. commits to
reduce absolute scope 3 FLAG GHG emissions by 30.3% by FY2030 from a FY2023
base year.**
– A.G. Barr p.l.c. commits to no deforestation across its primary deforestation-linked
commodities, with a target date of no later than 31 December 2025.
• Long-term targets:
– A.G. Barr p.l.c. commits to reduce absolute scope 1 and 2 GHG emissions by 90% by
FY2035 from a FY2023 base year and commits to maintain a minimum of 90% absolute
scope 1 and 2 GHG emissions reductions from FY2035 through FY2050.*
– A.G. Barr p.l.c. commits to reduce absolute scope 3 GHG emissions by 90% by FY2050
from a FY2023 base year. A.G. Barr p.l.c. commits to reduce absolute scope 3 FLAG
GHG emissions by 72% by FY2050 from a FY2023 base year.**
* The target boundary includes land-related emissions and removals from bioenergy feedstocks.
** This target includes FLAG emissions and removals.
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Our 2024/25 greenhouse gas emissions
Emissions (t CO
2
e)
2023/24 2024/25
Total Scope 1 6,888 5,209
Total Scope 2 – market based 47 57
Scope 3
Category 1a – Purchased goods and services (product-related) 139,375 129,252
Category 1b – Purchased goods and services (non-product related) 6,597 9,42 2
Category 2 – Capital goods 8,676 10,672
Category 3 – Fuel and energy related activities 2,149 1,174
Category 4 – Upstream transportation and distribution 26,410 20,791
Category 5 – Waste generated in operations 117 97
Category 6 – Business travel 506 690
Category 7 – Employee commuting 444 767
Category 8 – Upstream leased assets – –
Category 9 – Downstream transportation and distribution 17,9 98 20,288
Category 10 – Processing of sold products 194 130
Category 11a – Use of sold products (direct) 5,890 4,252
Category 11b – Use of sold products (indirect) 3,867 3,491
Category 12 – End-of-life treatment of sold products 7,6 63 2,314
Category 13 – Downstream leased assets – –
Category 14 – Franchises – –
Category 15 – Investments 72 58
Total Scope 3 219,958 203,398
Total Scope 1, 2 & 3 226,893 208,664
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.
Our 2024/25 greenhouse
gas emissions
Our total 2024/25 emissions reduced year-on-year
by 8.0%. A number of positive actions contributed
to this reduction. For example, the procurement of
biogenic carbon dioxide reduced our footprint by
1,380 tCO
2
e, we transitioned some of our HGVs to
biofuel (saving 158 tCO
2
e) and we invested in new,
more energy-efficient equipment at our
Cumbernauld factory. In addition, we have noticed
slight changes in our product mix and changes to
emission factors that also contributed to the overall
reduction. In 2026, we will recalculate our 2023/24
baseline emissions to include our recent acquisitions
(Innate Essence, Frobishers and Fentimans), taking
into account changes in emission factors where
relevant.
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 2025/26 financial year in the SECR
section.
Further information is available within our net-zero
Transition Plan, which can be found on our Group website
agbarr.co.uk
52
A.G. BARR p.l.c. Annual Report and Accounts 2026
RESPONSIBLE BUSINESS REPORT – STREAMLINED
ENERGY AND CARBON REPORTING (SECR)
We are reporting against the SECR framework for the
sixth year, for the period 26 January 2025 to
31 January 2026. 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.
In addition to SECR, we comply with the UK
Government’s Energy Savings Opportunity Scheme
(ESOS) and have published an Action Plan.
RESPONSIBLE BUSINESS REPORT CONTINUED
WE RESPECT THE ENVIRONMENT CONTINUED
Our total energy consumption for 2025/26 was
40,314,326 kWh. This includes our electricity and
natural gas usage for our production, distribution
and office buildings, as well as transport fuels for
logistics vehicles and Company cars. This compares
to a figure of 43,053,114 kWh for 2024/25.
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
2025/26 were 8,520.56 tCO
2
e, as summarised in
the table below.
1. Excluding biogenic CO
2
losses.
Table A: Location-Based Emissions*
Scope Emission Source 2024/25 (tCO
2
e) 2025/26 (tCO
2
e)
Scope 1 Natural Gas / Transport / Process
1
/ Fugitive 5,208.85 4,692.59
Scope 2 Purchased Electricity (Grid Average) 4,687.64 3,827.98
Total 9,896.49 8,520.56
* The location-based approach applies UK grid average carbon emission factors to all Scope 2 purchased electricity.
Table B: Market-Based Emissions**
Scope Emission Source 2024/25 (tCO
2
e) 2025/26 (tCO
2
e)
Scope 1 Natural Gas / Transport / Process
1
/ Fugitive 5,208.85 4,692.59
Scope 2 Market Based Electricity 5 7. 49 22.34
Total 5,266.34 4,714.93
** The market-based approach accounts for zero carbon, renewable electricity purchase (backed by REGOs) at all AG Barr facilities, excluding the Middlebrook leased site, and FUNKIN,
Boost & MOMA sites which we no longer lease.
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 the Company’s global operations.
An operational control approach has been taken.
We have used the UK Government greenhouse gas
conversion factors for Company reporting 2025.
Scope 2 emissions from purchased electricity have
been measured using both location-based and
market-based approaches.
Intensity ratio
Our emissions intensity ratio measures total Scope 1
and 2 emissions (location-based) relative to
thousand litres of product produced. The year on
year decrease in this ratio (see table below) is due
to energy efficiency improvement actions
undertaken during the year, as outlined below.
Scope 2024/25 2025/26
Intensity ratio
(kg CO
2
e/1,000
litres product) 21.7 18.7
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 2025/26 were 4,714.93 tCO
2
e,
as summarised in the table below. This represents a
44.7% reduction compared to our location-based
emissions.
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Energy efficiency actions
RENEWABLE ENERGY:
100%
As a business, we continue to procure 100%
REGO-backed electricity to cover the
consumption of our UK production facilities.
BIOGENIC CO
2
PROCUREMENT:
16.8%
We have continued to source biogenic CO
2
as
a proportion of the total CO
2
purchased. In
2025 we procured 16.8%, compared to 17.8%
in 2024.
FLEET TRANSITION:
EV only
We have implemented an EV-only
company car policy.
COMPRESSOR SET-POINT
R E V I E W :
55,000 kWh
At Milton Keynes, we have reduced the
set-point of our compressor system, with
savings of 55,000 kWh.
PROCESS IMPROVEMENTS:
More efficiency
We have recently completed the
commissioning of our new, more efficient
canning line at our Cumbernauld facility.
LEAK DETECTION:
13,000 kWh
At both Milton Keynes and Cumbernauld
sites, we implemented a process of
compressed air leak detection with
savings of over 13,000 kWh.
LED CONVERSION:
2,100 kWh
The replacement of fluorescent lights with LED
alternatives and the installation of PIR sensors
at Cumbernauld is ongoing, resulting in
savings of 2,100 kWh.
BOTTLE BLOWING AIR
RECIRCULATION:
62,000 kWh
With the implementation of new bottle blowing
equipment, now operating at a lower pressure,
only two HP compressors are required, with
energy savings of 62,000 kWh.
ENERGY MANAGEMENT PLANS:
Production
facilities
Energy Management Plans are now
implemented at both UK production facilities to
improve energy data analysis and governance.
Comparative energy efficiency actions reported in 2025 included: 12 compressed natural gas (CNG) trucks run on biomethane to replace diesel which reduced emissions by 113.99 tCO
2
e and
trucks at our Moston depot ran on Hydrotreated Vegetable Oil instead of diesel, contributing to an estimated additional reduction of 43.96 tCO
2
e.
Two new PET lines were commissioned at our Cumbernauld manufacturing site with ovens which consume c.11% less power and 20% less high pressure air consumption than on the previous lines,
resulting in an estimated annual saving of 390,000 kWh. A new compressor installed at our Cumbernauld factory saved an estimated 71,250 kWh per annum.
54
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RESPONSIBLE BUSINESS REPORT CONTINUED
Calorie reduction
In response to our consumers’ changing needs and
our 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 sugar-free 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,
95% of our soft drinks portfolio is HFSS exempt.
Similarly, the UK Soft Drinks Industry Levy (SDIL),
known colloquially as the ‘sugar tax’, has a current
exemption threshold of less than 5g total sugar per
100ml, and consequently, 96% of our soft drinks
portfolio is also exempt from the SDIL.
Responsible advertising and marketing
We take our responsibility in how we market,
promote and advertise our products very seriously.
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.
This includes all HFSS restrictions and we focus
our marketing and promotions on non-HFSS
products to continue to encourage consumers to opt
for products below HFSS thresholds. 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, as governed by
our Environmental Claims Policy.
WE SUPPORT
HEALTHY LIVING
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.
HIGHLIGHT ON SUGAR
18,000
tonnes of sugar has been removed from our
product range since 2016. That's a
reduction of more than 60%.
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We advertise responsibly, ensuring our advertising
is age appropriate, beyond regulatory requirements.
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, 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 applicable industry codes.
Research and Development
Our dedicated in-house Research & Development
(R&D) team focuses on innovation and reformulation,
driven by regular and in-depth consumer research
to anticipate and meet consumers’ changing
preferences. Recognising the growing consumer
interest in nutritional content, we are committed
to helping people lead healthier lifestyles. This
commitment is reflected in the expansion of our
product portfolio to offer greater choice, including
more low-sugar and low-calorie options. We have
also broadened our offerings with alcohol-free
FUNKIN cocktails, a wider range of adult soft drinks
as alcohol alternatives, and enhanced Rubicon and
Boost products featuring added functionality such
as vitamins, hydration and energy.
We take our responsibility
in how we market, promote
and advertise our products
very seriously."
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A.G. BARR p.l.c. Annual Report and Accounts 2026
Engaging with communities
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 at a practical level
by providing our employees with the opportunity to
take part in volunteering activities, giving something
back to local communities.
Employees from across the business are also
encouraged to join the planning and implementation
of our fundraising, particularly as ‘Charity
Champions’, working to support either our
nominated charity partner or local community
charities.
This year, our colleagues from Cumbernauld
supported Blythswood Care, while our team from
Milton Keynes helped Willen Hospice make their
Midnight Moo fundraiser a success.
As well as our relationship with FareShare, we've
also donated products to local foodbanks and to
charitable events such as fundraisers held by local
fire stations, schools, hospices, and the Newport
Pagnell Carnival, which facilitates fundraising for
various charities and community groups in the
local area.
Charity partnership
During 2025, the Company continued to support
Marie Curie as our national charity partner, and has
donated £50,000 each year over our three-year
partnership, providing a total corporate donation to
Marie Curie of £150,000 over the last three years.
Marie Curie is the UK’s largest end-of-life charity and
provides support for individuals and their families
experiencing terminal illness.
We aim to work with charities that reflect the values
and concerns of our teams. Following a Company-
wide employee voting process, we are moving to a
partnership model with a more local focus. A new
charity partner has been selected by each of our
four employee hubs, which are located in
Cumbernauld, Middlebrook, Milton Keynes and
London. Each charity partner will receive £25,000
each year, increasing our total corporate charitable
donation to £100,000 each year.
Wellfest
During the year, we hosted our Wellfest campaign,
involving 12 weeks of activities – all designed to
boost colleague health and wellbeing. Across the
festival, there were four categories of activity:
physical, mental, financial and social wellbeing.
It’s important for all of our colleagues to be at their
best, so we encouraged everyone to get involved
with activities and engage in support which was
right for them.
WE GIVE BACK
Supporting and working with our local
communities has been at the core of our
business since we were first established
in 1875.
CHARITY PARTNERSHIP
£150,000
donated to Marie Curie over our three-year
partnership, providing support for individuals and
their families experiencing terminal illness.
RESPONSIBLE BUSINESS REPORT CONTINUED
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Hubhike
As part of our Wellfest campaign, we organised a
‘Hubhike’, where colleagues were encouraged to
enter a four-week challenge to walk the distance
between our hubs; from Cumbernauld to
Middlebrook to Milton Keynes to London and
beyond! To ‘Be Connected’ is one of our Barr
behaviours and therefore very important – this was
a great opportunity to drive connections across
teams, while having some fun. We also wanted to
provide opportunities that support the health and
wellbeing of our colleagues, whilst making a
difference by raising funds for our charity partner,
Marie Curie, to help them provide care and support
for people living with a terminal illness and
their families.
Family Day
To celebrate our 150 years anniversary, we organised family days at our
hub locations, where colleagues and their families enjoyed a great day of
music, food and fun. We also offered tours of our manufacturing facilities
to family members, who really appreciated understanding more about how
we make our fantastic drinks. As a result of various charitable activities
taking part during the events, money was also raised for local charities.
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A.G. BARR p.l.c. Annual Report and Accounts 2026
FINANCIAL REVIEW
Stuart Lorimer
Chief Finance and Operating Officer
FY25/26
1
has been a period characterised by strategic
transition, disciplined commercial execution and financial
growth. We have recorded another year of high-quality
financial performance delivering revenue growth and margin
progression while investing in and strengthening our brand
portfolio and continuing our successful multi-year operational
expansion programme.
DELIVERING
SUSTAINABLE
GROWTH
We have delivered across our three key financial metrics:
REVENUE GROWTH
£437.3m (+4%)
(FY24/25 £420.4m)
This growth was value-led and in line with our commitment of a minimum of 4%
growth. Disciplined pricing action in early 2025 had a negative short term impact
on volumes as we successfully repositioned core brand formats in advance of brand
redesign and upweighted marketing initiatives planned for 2026.
ADJUSTED OPERATING MARGIN*
14.8% (+120 bps)
Adjusted operating margin* increased 120 bps to 14.8% moving within our target
range of 14-16%, on the back of successful operational and capital improvement
initiatives. This enabled adjusted profit before tax* to improve 12.5% to £65.8m.
ADJUSTED RETURN ON CAPITAL EMPLOYED* (ROCE)
20.4%
(FY24/25: 20.8%) Adjusted return on capital employed (ROCE)* of 20.4% was
maintained at target level of 19-20% despite significant up-front investment across
brand and capex to support future growth.
1. FY25/26 was a 53 week period, FY24/25 was a 52 week period.
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This strong performance reflects our strategy to
build brands, drive commercial execution and
leverage manufacturing operational efficiency. This
value focused framework resulted in adjusted EPS*
up 11.2% and supports an increase
in the proposed final dividend to 15.27p/share,
up 11.0% on the prior period final dividend.
During the year we successfully completed two
acquisitions: Innate-Essence in Q2 and Frobishers
in Q4. On 2 February 2026, after the financial year
end, we announced the acquisition of Fentimans.
All three transactions are aligned with our strategy to
grow both through our existing brands and through
M&A in higher growth segments.
Revenue, profit and margin analysis
Our revenue growth follows our ‘value over volume’
philosophy. In FY25/26 we successfully executed
targeted pricing across our core portfolio to protect
brand equity and implement improved revenue
growth management (RGM) principles.
• Pricing: Total revenue growth of 4.0% was
driven by price. Our RGM initiatives secured
price increases ranging from 1-11%, based on a
framework of price elasticity, competitor price
points and consumer occasions. This enabled us
to align pricing, promotional plans and customer
investment at a brand, product format and
customer level consistent with long term brand
positioning.
• Volume Performance: Overall volume was
relatively flat versus the prior year in a year of
price repositioning. As expected, the pricing
actions led to some volume pressure for those
brands and formats with the most significant
price increases, with strong volume growth on
brands where price increases were smaller.
Volume contributed by the Innate-Essence
acquisition broadly offset the volume loss
associated with the Strathmore disposal.
• Cost & Mix: A key theme of this year’s
performance has been continued margin
improvement. Our adjusted operating margin*
expanded by 120 basis points to 14.8%. This was
achieved through:
– Operational Efficiencies: Our multi-year
capital and operational improvement
programme continues to generate benefits
across service, quality and costs. Our
investment in people, capacity and
capabilities has realised production
efficiencies across the supply chain in
FY25/26 and these will continue in FY26/27.
– Disciplined Cost Management: At an
aggregate level, input costs moderated this
year, however significant volatility remains
within specific categories. Headwinds in key
commodities (aluminium and soft fruits are
both at record highs), combined with
increased regulatory costs, were partially
offset by multi-year lows in sugar and a
recovery in mango harvests. Labour and
service cost inflation persists but at lower
levels than experienced in the recent past.
Improved procurement capabilities and our
long standing commitment to a cost
conscious culture secured savings and
ensured total costs were constrained at levels
in line with prior year. The current Middle East
conflict is a fast-moving situation, the intensity
or duration of which we are unable to predict.
However, at the time of writing, the direct
impact on our business is confined to the
current energy cost spikes. We have no
revenue exposure or direct supply chain
exposure to the Middle East and good hedge
cover on all key commodities through most of
2026.
– Overall mix was marginally negative
as a result of the significant growth of the
relatively lower margin Boost brand alongside
continued challenges in the higher margin
FUNKIN on-trade sector.
Segmental Performance
Our segmental performance demonstrates the
resilience of a "Total Beverage" strategy and
highlights our strategic evolution towards a wider,
more balanced portfolio of soft drinks, functional
health, and premium socialising:
• Soft Drinks: As the portfolio’s cornerstone,
Soft Drinks yielded steady revenue increases.
IRN-BRU (32% of Group revenue) revenue grew
with performance strengthening as the year
progressed. Following three years of double-
digit expansion, Rubicon moderated to low
single-digit revenue gains as price adjustments
and specific channel challenges impacted
off-take. Both flagship brands exited the period
with renewed momentum that continues in the
new financial year. Boost emerged as the
standout performer in FY25/26, achieving
significant double-digit gains in both energy and
sports formats following the FY24/25 brand
redesign. Barr Brands encountered volume
pressure as consumer preferences shifted from
large PET formats, where Barr over-indexes,
toward cans. As part of our continued review of
the portfolio, we exited the low-margin water
segment through the disposal of Strathmore in
June.
• Cocktail Solutions: Revenue growth in RTD
cans continues to be negated by the persistent
headwinds in the on-trade with the consumption
of spirits, in particular cocktails, affected. Overall
FUNKIN revenue declined 11%. We are not
anticipating on-trade recovery in the near term
and are re-focusing on self-help initiatives that
will reposition the brand for both consumers and
customers.
• Other: The "Other" category, comprising
MOMA and Innate-Essence brands, was the
fastest-growing component of the portfolio
reflecting their position in higher growth
categories. Both MOMA and Innate-Essence
achieved double-digit revenue increases from
significant distribution wins and increasing rate of
sale. The growth highlights the successful scaling
of these newer brands as they transition to being
profitable contributors, and demonstrates our
expertise in building great brands.
Capital Allocation
& Investment Discipline
Capital allocation, a key component of our business
strategy, is designed to drive long-term shareholder
value while maintaining the financial flexibility
required to execute our strategic ambitions. We
operate a disciplined hierarchy of capital usage,
underpinned by a commitment to maintain a robust
but efficient balance sheet within a framework that
will deliver:
• ROCE in the range of 19-21%, with the position
within the range influenced by the timing of both
M&A and other investments necessary to deliver
our long-term growth ambition;
• Long term Net Debt / EBITDA ratio of no more
than 2.5x;
• M&A that delivers growth and accretive value
immediately or through subsequent integration
and scaling;
• Dividend growth aligned with profit performance,
with a cover of at least 2x EPS.
Our capital allocation prioritisation is based on:
• Organic Investment: We prioritise re-investing
in our core business to sustain commercial
growth and fuel expansion. We review
investment across brand development, supply
chain optimisation and system infrastructure,
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A.G. BARR p.l.c. Annual Report and Accounts 2026
FINANCIAL REVIEW CONTINUED
ensuring that capital is deployed in line with
strategic priorities and expected returns. In
FY25/26 investment was directed toward brand
building and manufacturing capacity/capability.
Our multi-year capital refresh programme in
Cumbernauld is now nearing completion with the
third and final new manufacturing line
successfully entering commission in January
2026 on time and within budget. We anticipate
that overall cash capital expenditure will peak in
FY26/27 at c.£40m before returning to
£30m-£35m in FY27/28, and continuing in that
range thereafter as we continue to invest to
support our growth ambitions. Net cash from
operating activities is expected to more than
support the capital expenditure profile.
• Disciplined M&A: We seek acquisitions that
provide greater access to high-growth segments
or geographic expansion, and that will be value
accretive to the business through integration and
scaling. M&A evaluation is based on a range of
criteria including strategic fit alongside
medium-term ROCE and margin impact. During
the year we invested in higher growth segments
of functional health (Innate-Essence) and
premium socialising (Frobishers and, post year
end, Fentimans) while exiting the low margin and
ROCE dilutive Strathmore water brand. The
Board currently monitors Net Debt/EBITDA to
ensure we retain the capacity for mid-to-large
scale M&A should the right opportunity emerge.
• Growing Dividends: Reflecting our cash-
generative business model and financial
discipline, we are committed to sustainable
dividend appreciation, and a dividend that grows
in line with profit performance. We target a
dividend cover of at least 2x, ensuring a reliable
shareholder return while retaining sufficient
capital to fund our strategic growth ambitions.
This year we are proposing a final dividend of
15.27p, a 11.0% increase on the prior year
(FY24/25: 13.76p) taking the full year dividend*
to 18.71p. Our interim dividend is set at 25% of
the prior year final dividend – providing clarity
and certainty for shareholders.
Adjusting Items
To provide a clearer view of our underlying business
performance, we report results on both a reported
and an adjusted basis. The Group presents these
measures to the users to enhance their
understanding of how the business has performed
within the year, and does not consider them to be
more important than, or superior to, their equivalent
IFRS measures. The adjusted basis excludes specific
items, material by their size or incidence, that do not
reflect the Group’s underlying business
performance. In the period to January 2026, the
Group incurred and separately disclosed a net
charge of £3.2m of pre-tax adjusting items
(FY24/25: £5.3m charge). This charge has been
included within operating expenses but has been
excluded from adjusted profit before tax. Adjusting
items comprise. See table on the left hand side.
Acquisitions & Integration
The Group completed two strategic transactions
(Innate-Essence and Frobishers) during the reporting
period, and one transaction (Fentimans) in February
shortly after the year-end close. These are
accounted for as follows:
1. Innate-Essence: In July 2025 we invested an
initial consideration of £14.7m, and an estimated
contingent consideration of £2.0m, for a 50.1%
share in Innate-Essence, the company which
owns the ‘Turmeric Co’ & ‘Raw Hydrate’ brands.
The transaction aligns with our strategy and
establishes our presence in the high-growth
functional health segment. Since acquisition
Innate-Essence has delivered double-digit
revenue growth and contributed £6m to Group
revenue. Whilst currently loss making, we
anticipate that the investment will become a
positive contributor to operating margin and
ROCE by year three. The transaction structure
preserves the entrepreneurial culture of the
founders, who remain in management and hold
49.9%, aligns founders incentives with our
long-term scaling objectives and gives AG Barr
control of the strategic direction.
Net charge of adjusting items
Total charge
Route to market changes: In FY24/25 the business ceased direct to customer
deliveries and moved to a field sales model. In line with the treatment of other closure
related costs, the further impairment of the vehicles associated with this operation has
been treated as an adjusting cost (note: impairment is a non-cash item).
£0.5m
Business Reorganisation: Costs associated with the integration of the FUNKIN and
Frobishers businesses into a single AG Barr company.
£1.3m
M&A Activity: Fees and costs associated with the acquisitions of Frobishers, Fentimans
and the investment in Innate-Essence.
£1.4m
Total Adjusting Items £3.2m
Costs associated with the integration of Fentimans are expected to be treated as an adjusting item in
FY26/27. The quantum of these is not yet known.
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2. Frobishers: Towards the end of the financial
period we acquired 100% of the premium fruit
juice brand for £12.9m. The acquisition supports
our expansion into the higher growth premium
socialising sector where soft drinks are currently
benefiting from consumers seeking alcohol
alternatives. We intend to integrate the brand into
our core business to leverage both our route to
market access and brand building capabilities.
Integration will be across all support functions,
with associated efficiencies beginning to come
through in H2 FY26/27. The business is
expected to become accretive to the Group on
an operating margin basis from FY27/28. Based
on historical performance, the acquisition was
made at c.1x sales and c.12x profit multiple with
the intention to scale and realise synergies
over the coming 18 months as we integrate
and grow the brand.
Innate Essence Frobishers Fentimans
Valuation
£14.7m + future
performance related
payments in return for
50.1% equity stake
£12.9m (cash free debt
free) in return for 100%
equity
£38.4m (cash free debt
free) in return for 100%
equity, plus £2.1m paid to
settle existing Directors
Loan Account
Accounting
IFRS10: Full equity
consolidation
A Non-Controlling Interest
(NCI) is recognised in
equity to reflect the
49.9% minority share
Full equity consolidation
recognising 100%
ownership
No impact
in FY25/26
P&L
Six months of trading
in FY25/26
Acquisition was towards
the end of the year and
did not materially impact
the financials
No impact
in FY25/26
Balance
Sheet
The fair value of
intangible assets (brands)
and goodwill
The fair value of
intangible assets
and goodwill
No impact
in FY25/26
3. Fentimans: Acquired for £38.4m, plus a £2.1m
repayment of director's loans, in an all cash
transaction that completed after the financial year
end and is being treated as a post balance sheet
event. The transaction brings the world-renowned
"Botanical Brewing" brand into the Group as a
key driver of our expansion into the higher
growth, premium socialising segment. The last
statutory filings for Fentimans (December 2024)
recorded a profit of £1.4m on sales of c.£40m
and as such it is currently margin dilutive to the
group performance. We anticipate that the brand
will be integrated into our core business and we
are currently evaluating and finalising our plans.
It is likely that integration will take place during
FY26/27 with associated efficiencies from H2.
Potential manufacturing synergies are unlikely
until FY28/29.
The accounting treatment within these accounts
reflects our different levels of ownership and the
timing of the transactions, above.
As detailed above, both Frobishers and Fentimans
will be dilutive to Group operating margin and
ROCE while they undergo integration and scaling
plans. This is anticipated to result in Group ROCE
being towards the lower end of the target 19-21%
range for FY26/27 and FY27/28 before rising again,
and is in line with the Group’s strategy of supporting
growth alongside ongoing financial discipline to
achieve targeted Group levels.
There are no plans to integrate Innate-Essence.
It will continue to operate with a dedicated
management team.
Balance Sheet & Cash Flow
The Group remains financially strong with significant
net cash from operating activities. We have
maintained good financial discipline throughout the
year with no material trade debt issues, appropriate
inventory levels, a defined benefit pension surplus
and a £28m increase in the net asset base to
£346m. Together with strong growth in adjusted
operating profit*, this sustained adjusted Return on
Capital Employed* of 20.4%.
• Net cash from operating activities: Cash
generation remains a core strength. We
generated net cash from operating activities of
£51.0m, supported by disciplined working
capital management and enabling execution of
both our asset capacity/capability programme
and our M&A strategy.
• Working capital: Overall working capital impact
on cash flow was an outflow of £8m; however, this
was primarily as a result of the timing of supplier
payments ahead of the year end date coinciding
with 31 January (year end date in the prior year was
25 January). Excluding acquired balance sheets,
underlying receivables were up marginally driven
by revenue growth and inventory levels were
slightly lower reflecting good inventory
management and the prior year having an
inventory build related to the Cumbernauld
manufacturing line refresh programme.
• Liquidity/ Net cash: We ended the year with
£41.6m Net Cash at Bank*, £22.3m lower than the
previous year due to our M&A activity. We
maintain significant financial resilience and have
debt capacity should further compelling
opportunities arise. Shortly before the end of the
financial year, we secured a £40m short term debt
facility, which was fully drawn down at year end, to
support funding of the Fentimans acquisition
before £20m was repaid in mid-February 2026.
The Group is currently working to secure a new
facility to follow the expiry (May 2026). We have
received strong indications of continued support
from our banking partners and are currently in
advanced discussions with them to secure a new,
longer-term facility. Based on this positive
engagement, alongside our robust operational
cash flows and strong balance sheet, the Board
has a high degree of confidence that the new
facility will be finalised well ahead of the current
maturity date. Should there be any delay in
securing the new facility, we have other options to
ensure good short-term liquidity.
• Capital Expenditure: We recognise the value
of a well-invested asset base and the benefits this
can bring to production efficiency and to enabling
in-sourcing production. Cash capital expenditure*
of £30.4m (FY24/25: £19.2m) was focused on our
multi-year asset refresh programme at our
Cumbernauld site. This programme is in its final
stage with two refreshed manufacturing lines in
operation and our new high speed can line
currently in commissioning. The programme will
complete in H1 FY26/27 on time and to budget. In
FY26/27 our capex programme will transition to
the expansion of capacity and capabilities in both
Milton Keynes and Cumbernauld to enable the
completion of our Boost in-sourcing initiative. In
addition, we will be commencing our sustainability
focused installation of heat pumps across the
* Items marked with an asterisk are non-GAAP measures. Definitions and relevant reconciliations are provided in the Glossary on pages 191 to 194.
62
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FINANCIAL REVIEW CONTINUED
production footprint. We expect cash capex
to peak in FY26/27 at c.£40m before returning
to a more normalised c.£30-35m over the
medium term.
• Debt Capacity: The Board retains an 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 2.5x EBITDA.
• Tax: Our effective tax rate was 25.4%, slightly
higher than the statutory rate due to the
non-deductibility of certain costs.
Technical & Governance
• Accounting Policies: The Group’s financial
statements have been prepared in accordance
with UK adopted International Accounting
Standards and the UK 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.
• Financial 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 commodity, debt 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 monthly Financial Governance Committee
maintains oversight on all aspects of financial
governance and compliance. It reports to the
Executive Committee and regularly updates the
Audit and Risk Committee.
• Pensions: The AG Barr Pension Scheme (closed
to new entrants) remains in a surplus of £0.5m
(IAS 19). We continue to progress our long
standing pension de-risking programme. During
the financial period the pension fund completed
a third buy-in policy with Canada Life. In
addition, as the pension fund is now fully funded,
the asset backed funding programme (CAR) that
has been in place since 2013 has now been
wound up. The accounting treatment associated
with the elimination of the CAR has no impact on
the group income statement or balance sheet.
• Treasury: We maintain a conservative treasury
policy focused on capital preservation and
liquidity. The Group remained net cash positive
throughout FY25/26, with surplus cash held on
rolling short-term deposits. The resulting bank
interest income of £1.5m was partly offset by
finance charges related to short-term overdraft
usage and lease interest costs under IFRS 16.
Outlook
We have delivered a robust set of results that reflect
the strength of our brands and the success of our
margin rebuild program. We exit FY25/26 with
strong momentum having made good progress
across all our strategic growth drivers described in
the Chief Executive Officer Statement.
We enter FY26/27 with a broader portfolio of
leading UK brands, a strong innovation pipeline and
a clear strategy to deliver consistent profitable
growth while maintaining our reputation for strong
financial discipline. Having successfully rebuilt our
profitability metrics, we aim to keep those metrics
within our targeted ranges, while continuing to invest
in growth through capital projects and acquisitions
which we recognise can impact efficiency/
profitability metrics in the short-term.
Our medium term key financial targets are
unchanged – delivering top line growth of a
minimum 4% while maintaining operating margin
within the 14-16% range, and ROCE within the
19-21% range.
Our focus for the coming year is to continue to
deliver core brand growth through the strong
execution of proven brand building strategies,
capture the full synergy opportunities from recent
acquisitions and continue to drive operational
efficiencies across our supply chain base, all
conducted within a robust framework of strong
financial control.
Stuart Lorimer
Chief Finance and Operating Officer
31 March 2026
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RISK MANAGEMENT
Overview
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 robust 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.
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.
Risk appetite
In accordance with the UK Corporate Governance
Code 2024, the Board has determined the Group’s
risk appetite in a number of key areas for the
business – this sets out the nature and extent of risk
that the Group is prepared to accept in order to
achieve its operational and strategic objectives. The
aim is to ensure that the risks taken by the Group fall
within its defined risk appetite.
In defining the Group’s risk appetite for different
areas of the business, the Board recognises that the
delivery of the Group’s operational and strategic
objectives requires an appropriate balance to be
struck between risk and reward. The Board has
aimed to minimise risk and uncertainty in non-
discretionary areas, such as health and safety, quality
and compliance, while accepting higher levels of
strategic risk where the potential for strategic growth
and long-term value creation justifies the exposure.
The Board reviews and approves the Group’s risk
appetite on an annual basis. The Board approves not
only the individual risk appetites but also takes a
holistic view to ensure that it is comfortable with the
Group’s overall risk appetite profile.
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
appropriateness and 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.
Emerging risks
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.
Structures and processes to improve the
identification and management of emerging risks for
the Group have continued to evolve during the year,
Julie A. Barr
Chief Legal and Sustainability Officer
EFFECTIVE RISK
MANAGEMENT
Effective risk management is essential to enable us to
achieve our operational and strategic objectives and
deliver long-term value creation.
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RISK MANAGEMENT CONTINUED
linked to the Board’s strategic planning process.
A Group emerging risks and opportunities register
is in place; emerging risks are captured on this
risk register and are reviewed by the Executive
Committee twice each year; this committee
comprises senior executives, including the CEO
and Chief Finance and Operating Director.
Recommendations arising from those reviews are
presented to the Board and the output therefrom
informs the Group’s strategy review presented to the
Board each year. The Risk Committee reviews the
emerging risk register at least annually. Emerging
risks remain on the emerging risk 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
The Group operates a "three lines of defence"
framework for its corporate risks to ensure a robust
and systematic approach to risk management and
internal control. This structure ensures that risk
oversight is embedded at every level of the
organisation, providing the Board with multiple
layers of assurance.
How the Framework Operates:
• First Line: Operational Management
As the primary owners of risk, our managers are
responsible for the day-to-day ownership and
management of risks and execution of internal
control procedures.
• Second Line:
Internal Monitoring and Oversight The
second line comprises our Group risk
management and compliance functions, which
establish risk management frameworks, policies
and reporting standards. They monitor key risks
and emerging risk trends, and adapt to changes
in the risk landscape.
• Third Line: Independent Assurance
The third line provides independent, objective
assurance to the ARC and the Board regarding
the integrity and effectiveness of risk
management, governance and internal controls
across the Group. Reporting to the Board via
the ARC, internal audit provides a risk-based
evaluation of the effectiveness of risk
management processes across the Group.
The third line of defence interfaces with other
external providers of independent and objective
assurance, such as third party auditors of ISO
and BRC standards.
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
risks, 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
87 to 92.
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.
Net risk ratings have been determined using the
Group’s risk assessment guidelines. To ensure
consistent risk evaluation across the Group, a
five-by-five risk matrix is used to assess the likelihood
and impact of the risk materialising after mitigating
controls. Likelihood is assessed as ‘rare’, ‘unlikely’,
‘possible’, ‘likely’ or ‘almost certain’. Impact is
assessed as ‘insignificant’, ‘minor’, ‘moderate’,
‘major’ or ‘critical’. The net risk rating is determined
by the assessment of likelihood and impact as
‘minor’, ‘moderate’, ‘high’ or ‘critical’. When
assessing the impact of mitigating controls on the
gross risk, only those controls which have actually
been implemented by the business have been
considered in the assessment. Detailed descriptors
of each of the five likelihood and impact measures
for different areas of the business are set out in the
Group’s risk assessment guidelines, which are
applied consistently across all risk registers.
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.
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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 the UK Deposit
Return Scheme (“DRS”) 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. The consumer
response to a UK DRS remains unknown, however we will take the learnings from
the introduction of a DRS in Ireland in 2024. The implementation of the UK DRS
will help to mitigate Extended Producer Responsibility (‘EPR’) costs for the business
– the UK government has confirmed that containers subject to DRS will be out of
scope of EPR fees.
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. Our third party co-packers are subject to regular
quality audits and their performance is monitored on an ongoing basis. During the
year, the likelihood of this risk reduced to ‘rare’, however this did not impact the
‘Moderate’ net risk rating.
Moderate
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. Six environmental sustainability related
workstreams continue to be progressed through our Group-wide NTTW
environmental sustainability programme: net-zero, packaging, sustainable sourcing,
water, waste and biodiversity. During the year, the NTTW programme reported to
the ESG Steering Committee, 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 ESG 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 30 to 57.
Moderate
Principal risks and uncertainties
Net risks relating to the Group
Strategic priorities More from core brands Excellence in Sales & Marketing Execution Supply Chain Leverage Innovation M&A
Movement:
No change Increased Decreased New
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RISK MANAGEMENT CONTINUED
Strategic priorities More from core brands Excellence in Sales & Marketing Execution Supply Chain Leverage Innovation M&A
Movement:
No change Increased Decreased New
Risk Impact
Gross risk movement
during the year Controls and mitigating actions
Net risk
rating
Net risk
movement
during the year
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. 95% of our
current 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.
During the year, we enhanced our presence within the growing functional
beverages and adult soft drinks segments with the acquisitions of Innate-Essence,
Frobishers and Fentimans.
Moderate
Failure of critical IT
systems or a breach
of cyber security
A failure of critical IT systems
could result in a loss of key
systems, business interruption,
lost sales or lost production.
A cyber security breach (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 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
and ARC 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 regularly, and appropriate actions taken.
A business continuity programme of activity is undertaken each year, overseen
by the Business Continuity Steering Committee. Robust business continuity plans
are in place and are tested annually. The business continuity employee online
training programme continued during the year.
Moderate
Principal risks and uncertainties
Net risks relating to the Group
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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. Preparation for the 2024 UK Corporate Governance
Code reforms related to risk management and internal controls (provision 29)
is underway.
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, which provides detail on sourcing locations and processors
of various raw materials.
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
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
Principal risks and uncertainties
Net risks relating to the Group
Strategic priorities More from core brands Excellence in Sales & Marketing Execution Supply Chain Leverage Innovation M&A
Movement:
No change Increased Decreased New
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RISK MANAGEMENT CONTINUED
Risk Impact
Gross risk movement
during the year Controls and mitigating actions
Net risk
rating
Net risk
movement
during the year
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
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 (‘SDIL’) in April 2018. 96% of our
current soft drinks portfolio produced by volume contains less than 5g of total
sugars per 100ml. 95% of our current 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.
The UK Government announced in the 2025 autumn budget that the 5g sugar /
100ml SDIL threshold would be reduced to 4.5g / 100ml with effect from January
2028. We are considering the extent of any further reformulation we will take
across our soft drinks portfolio.
Moderate
Principal risks and uncertainties
Net risks relating to the Group
Strategic priorities More from core brands Excellence in Sales & Marketing Execution Supply Chain Leverage Innovation M&A
Movement:
No change Increased Decreased New
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A.G. BARR p.l.c. Annual Report and Accounts 2026
Viability statement
In accordance with provision 31 of the UK Corporate
Governance Code 2024, the directors have
assessed the viability of the Group over a five 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 five 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 viability modeling has reviewed and sensitised
the impacts of key principal risks areas, including
operational continuity threats arising from critical IT
system failures, cyber security breaches, and
catastrophic damage to production infrastructure;
heightened regulatory exposure to government
interventions, specifically the UK-wide Deposit
Return Scheme and carbon taxation; and commercial
vulnerabilities associated with evolving health trends
and potential brand devaluation. These scenarios
were assessed to quantify the potential financial
impact on the Group's liquidity and covenant
compliance under severe but plausible conditions.
Within these business risks, three individual
scenarios were tested in which the business model
proved to be robust.
The directors also measured the combined impact
of two simultaneous scenarios: a cyber attack on
the Company causing a full business shutdown with
no sales for three weeks and a further three weeks
with 50% of sales, 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 on 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 46 to 48.
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 £41.6m
and two credit facilities in place: 1) A revolving
credit facility of £40m with a term date which ends
on 8 May 2026; and 2) an open-ended overdraft
agreement of £15m. The revolving credit facility was
fully drawn at 31 January 2026 to support funding of
the Fentimans acquisition, before £20m was repaid
in mid-February. The Group is currently working to
secure a new revolving credit facility beyond 8 May
2026. We have received strong indications of
continued support from our banking partners and
are currently in advanced discussions with them to
secure a new facility. Based on this positive
engagement, alongside our robust operational cash
flows and strong balance sheet, the Board has a
high degree of confidence that the new facility will
be finalised well ahead of the current maturity date.
Should there be any delay in securing a new facility,
we have other options to ensure good short-term
liquidity. For the purposes of this exercise it has
been assumed that a £40m revolving credit facility
is in place across the five year horizon.
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 revenue 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 five year period to January
2031.
The Strategic Report set out on pages 1 to 69 of this
annual report has been approved by the Board.
By order of the Board
Julie A. Barr
Chief Legal and Sustainability Officer
31 March 2026
70
A.G. BARR p.l.c. Annual Report and Accounts 2026
Key
Audit & Risk Committee Environment, Social and Governance Committee
Nomination Committee Remuneration Committee
BOARD OF DIRECTORS
Susan Barratt
Non-Executive Chair (Interim)
Chair
Euan Sutherland
Chief Executive Officer
Stuart Lorimer
Chief Finance and Operating Officer
Nick Wharton
Non-Executive Director
Chair
Zoe Howorth
Non-Executive Director
Chair
Julie Barr
Non-Executive Director
Louise Smalley
Senior Non-Executive Director
Chair
Rohit Dhawan
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
Susan was appointed Non-Executive Director in
January 2018 and became Senior Independent
Non-Executive Director in May 2020 and was
appointed as Interim Chair in January 2026.
Euan joined AG Barr on 1 May 2024 as the
Group’s Chief Executive.
Stuart joined AG Barr in January 2015
as Finance Director.
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 and became Senior Independent
Non-Executive Director in January 2026.
Rohit was appointed Non-Executive Director
in July 2025.
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:
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.
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 AG Barr Stuart spent 22 years with
Diageo in a range of roles and countries, culminating
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.
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.
She is currently the Group’s Chief Legal and
Sustainability Officer, heading up AG Barr’s
sustainability, risk and legal teams. Julie is a member
of 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 BP, Esso Petroleum and PepsiCo Restaurants.
Louise is an experienced non-executive director
serving on the board of DS Smith for 10 years.
Louise has extensive experience of branded
consumer propositions and a deep understanding of
talent management and remuneration within large UK
and international companies.
Rohit is a senior executive with extensive experience
in data, AI, and digital transformation. He is currently
Director and Group Head of Artificial Intelligence &
Advanced Analytics at Lloyds Banking Group and
serves as the UK Government’s AI Champion for
Financial Services, advising HM Treasury and
regulators on digital policy and AI adoption.
Rohit previously led AI strategy for Amazon Web
Services in Asia Pacific and has also held senior
roles at Accenture, Deloitte, SAS, and IBM.
Rohit holds a PhD in Artificial Intelligence from the
University of Sydney.
External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments
Non-Executive Chair of Plant-Ex Ingredients Ltd Director and member of the Executive Council
of the British Soft Drinks Association
Non-Executive Director of B&M European Value
Retail S.A.
Non-Executive Director of Fevara plc Non-Executive Director of Mears Group plc
Non-Executive Director of TheWorks.co.uk plc
Non-Executive Director of International Schools
Partnership Limited
Non-Executive Director of Scottish Ballet
Non-Executive Director of Gabriel Precision
Oncology Limited
Senior Independent Non-Executive Director
of Informa plc
71
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
Key
Audit & Risk Committee Environment, Social and Governance Committee
Nomination Committee Remuneration Committee
Susan Barratt
Non-Executive Chair (Interim)
Chair
Euan Sutherland
Chief Executive Officer
Stuart Lorimer
Chief Finance and Operating Officer
Nick Wharton
Non-Executive Director
Chair
Zoe Howorth
Non-Executive Director
Chair
Julie Barr
Non-Executive Director
Louise Smalley
Senior Non-Executive Director
Chair
Rohit Dhawan
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
Susan was appointed Non-Executive Director in
January 2018 and became Senior Independent
Non-Executive Director in May 2020 and was
appointed as Interim Chair in January 2026.
Euan joined AG Barr on 1 May 2024 as the
Group’s Chief Executive.
Stuart joined AG Barr in January 2015
as Finance Director.
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 and became Senior Independent
Non-Executive Director in January 2026.
Rohit was appointed Non-Executive Director
in July 2025.
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:
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.
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 AG Barr Stuart spent 22 years with
Diageo in a range of roles and countries, culminating
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.
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.
She is currently the Group’s Chief Legal and
Sustainability Officer, heading up AG Barr’s
sustainability, risk and legal teams. Julie is a member
of 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 BP, Esso Petroleum and PepsiCo Restaurants.
Louise is an experienced non-executive director
serving on the board of DS Smith for 10 years.
Louise has extensive experience of branded
consumer propositions and a deep understanding of
talent management and remuneration within large UK
and international companies.
Rohit is a senior executive with extensive experience
in data, AI, and digital transformation. He is currently
Director and Group Head of Artificial Intelligence &
Advanced Analytics at Lloyds Banking Group and
serves as the UK Government’s AI Champion for
Financial Services, advising HM Treasury and
regulators on digital policy and AI adoption.
Rohit previously led AI strategy for Amazon Web
Services in Asia Pacific and has also held senior
roles at Accenture, Deloitte, SAS, and IBM.
Rohit holds a PhD in Artificial Intelligence from the
University of Sydney.
External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments External Appointments
Non-Executive Chair of Plant-Ex Ingredients Ltd Director and member of the Executive Council
of the British Soft Drinks Association
Non-Executive Director of B&M European Value
Retail S.A.
Non-Executive Director of Fevara plc Non-Executive Director of Mears Group plc
Non-Executive Director of TheWorks.co.uk plc
Non-Executive Director of International Schools
Partnership Limited
Non-Executive Director of Scottish Ballet
Non-Executive Director of Gabriel Precision
Oncology Limited
Senior Independent Non-Executive Director
of Informa plc
A.G. BARR p.l.c. Annual Report and Accounts 2026
72
I am pleased to present our Corporate
Governance Report for the year ended
31 January 2026.
Susan Barratt
Interim Chair
Dear shareholder,
On behalf of the Board, I am pleased to present the
Corporate Governance Report for the year ended
31 January 2026. This report outlines our approach
to governance and details how the Company has
applied and complied with the principles of the 2024
UK Corporate Governance Code (the ‘Code’) 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.
The past year has been a period of evolution for our
Board leadership. On 15 January 2026, Mark Allen
OBE stepped down from his roles as Non-Executive
Chair and Director of the Company. We are
immensely grateful to Mark for his many years of
dedicated service, during which time he built a
high-quality Board and strengthened our governance
framework and strategic direction. Following Mark’s
departure, the Nomination Committee initiated an
independent process to identify a new Non-Executive
Chair. I have assumed the role of Interim Chair until
a successor has been appointed, and I am pleased
that Louise Smalley has succeeded me as Senior
Independent Director as of 15 January 2026. Since
her appointment as Chair of the Remuneration
Committee on 31 May 2024, we have seen the
positive impact of Louise’s deep expertise in
leadership and human resources. Her significant
contribution to our people strategy and her proven
effectiveness in leading a principal Board committee
made her the ideal candidate to take on the
responsibilities of Senior Independent Director.
We were delighted to welcome Dr Rohit Dhawan to
the Board as an independent non-executive director
on 29 July 2025. His appointment was the result of
a formal and rigorous search process, ensuring that
our selection was based on merit and objective
criteria while promoting our ambitions for a more
diverse and inclusive Board. Rohit brings a wealth
of experience in digital transformation and Artificial
Intelligence, expertise that will be invaluable as we
navigate an increasingly technology-driven world. His
appointment also marks a significant milestone in our
commitment to Board diversity, ensuring that the
Company now meets the recommendations of the
Parker Review. Rohit’s background provides the Board
with different perspectives and directly addresses our
previously identified objective to enhance ethnic
diversity within our leadership.
From a governance perspective, the Board has
provided rigorous oversight of our accelerated M&A
strategy, ensuring that the Company’s acquisitions of
the Frobishers and Fentimans drinks businesses,
alongside a majority shareholding in Innate-Essence,
were executed within a robust framework of due
diligence and risk management. These transactions
fulfil our strategic ambitions to diversify our portfolio
and were approved in accordance with our formal
schedule of matters reserved for the Board.
A key governance priority this year was the Board's
oversight of the new Directors’ Remuneration Policy,
led by the Remuneration Committee under Louise
Smalley’s leadership. In line with our commitment to
high standards of stewardship, we initiated an
extensive shareholder consultation process in
October 2025. This proactive engagement ensured
that our final proposals, which will be put to
shareholders for a binding vote at the 2026 AGM,
are robustly aligned with stakeholder interests and the
sustainable long-term strategy of the Group.
Regarding our commitment to Code compliance,
I am pleased to confirm that with effect from
1 April 2025, we have aligned executive pension
contributions with the wider workforce, ensuring the
Company is now in full compliance with Provision 39
of the Code. Furthermore, in accordance with the
current requirements of Provision 29 of the Code, the
Board has conducted its annual review of the Group’s
risk management and internal control systems and
confirmed that no significant failings or weaknesses
were identified. Looking ahead, the Audit and Risk
Committee is overseeing a comprehensive
programme of work to ensure the Group is prepared
for the new, enhanced reporting requirements under
Provision 29 of the Code. This oversight involves
monitoring management’s development of an
CORPORATE GOVERNANCE REPORT
73
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
evidence-based framework, which will support
the Board’s first annual declaration of control
effectiveness in the 2026/27 Annual Report.
The Board remains focused on delivering sustainable
value through leadership, accountability, and
effectiveness. We have seen the continued positive
impact of Euan Sutherland since he joined as
Chief Executive Officer in May 2024; he has
brought a significant step change in pace and fresh
perspective to the Executive Committee, ensuring
that management's execution remains tightly aligned
with the Board's governance, risk, and strategic
frameworks.
We are confident that the Board’s collective
experience, bolstered by our recent appointments
and strategic progress, ensures the Company
continues to create value for our shareholders,
employees, and other stakeholders, ensuring the
Company remains well-positioned for future success.
These leadership transitions reflect our ongoing
commitment to building a robust governance
structure that supports our strategic objectives.
There were no other changes to the Board during
this period.
Further details of the Board’s composition are
provided on pages 70 to 71.
Susan Barratt
Interim Chair
31 March 2026
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 70 to 71.
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
15 January 2026, when she was succeeded by
Louise Smalley for the remainder of the financial year
to 31 January 2026. During their respective tenures,
both were available to shareholders should any
concerns be raised, which could not be 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, Nick Wharton and Rohit Dhawan are
independent for the purposes of Provision 10 of 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 Susan Barratt was independent
for the purposes of Provision 9 of the Code prior to
being appointed as Interim Chair of the Board on
15 January 2026. Susan Barratt does not hold any
significant appointments in addition to her role as
Interim Chair of the Company.
The Company’s Articles of Association provide that
the Company may by ordinary resolution appoint any
person who is willing to act to be a director, either to
fill a vacancy or as an addition to the existing Board.
The Articles of Association require directors to retire
and submit themselves for election at the first annual
general meeting following appointment and to retire
no later than the third annual general meeting after
the annual general meeting at which they were last
elected or re-elected. However, in order to comply
with the Code, all directors will submit themselves for
re-election at the 2026 AGM.
Biographical details of the directors are set out on
pages 70 to 71. Details of directors’ remuneration
and interests in shares of the Company are given in
the Directors’ Remuneration Report on pages 93
to 123.
74
A.G. BARR p.l.c. Annual Report and Accounts 2026
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, capital allocation policy,
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 five Chief
Officers.
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 Group. The composition of the Board,
together with an explanation of each member’s
skills, experience, and contributions, is set out on
pages 70 to 71. 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 Group'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 87 to 92) and the report on Risk
Management (pages 63 to 69) describe how the
Board ensures a fair, balanced, and
understandable assessment of the Company’s
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 113 to 123) and the detailed
Directors’ Remuneration Report (pages 93 to 112)
describe how the Remuneration Committee
ensures that the executive directors’ remuneration
is designed to promote the long-term success of
the Group. 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 and, accordingly, a new
Directors’ Remuneration Policy will be put to a
binding shareholder vote at the 2026 AGM.
• 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.
CORPORATE GOVERNANCE
REPORT CONTINUED
75
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
SECTION 172(1) STATEMENT
Stakeholder Engagement
Effective engagement with our key stakeholders is fundamental to the long-term success of the Group. 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. The Board identifies these groups by evaluating those whose interests are most intrinsically linked to our
business model, our purpose, and our ability to deliver long-term sustainable value. We define our stakeholders as those who either significantly influence our strategic progress or are
directly impacted by our operational decisions and corporate conduct. This identification is an ongoing process, inherently linked to the Board’s regular review of the Group’s strategic
direction and principal risks, ensuring that our engagement remains relevant as the business evolves. The table below sets out the key stakeholder groups identified through this process.
For each stakeholder group, we outline the nature of our engagement over the past year, how this engagement influenced and impacted the Group'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 34 to 57) and the Directors’ Report (pages 124 to 129),
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.
The Board recognises that our private and minority shareholders form an
important and highly valued segment of our shareholder register. We ensure
they have equal access to Company information through our website and
regulatory news services. While we do not hold individual meetings with all
minority investors, the AGM remains a vital forum for direct engagement,
allowing all shareholders to hear from the Board and participate in a formal
Q&A session. Furthermore, we maintain open lines of two-way communication
throughout the year via our dedicated investor relations channels
(IR@agbarr.co.uk) and consumer care channels (consumercare@agbarr.co.uk).
These channels ensure that private shareholder views are accessible to the
Company and the Board, and can be appropriately considered alongside
those of institutional shareholders during strategic planning and
decision-making processes.
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 regularly 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.
To facilitate deeper engagement and to present the Group’s long-term strategic plan
directly to the market, the Company successfully hosted a Capital Markets Day in June
2025 and invited major investors to the Group’s manufacturing sites.
Board members actively listen and respond to the views of investors and institutional
shareholders and feedback to the business as necessary.
76
A.G. BARR p.l.c. Annual Report and Accounts 2026
Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions
Shareholders
continued
Shareholders were invited to attend the 2025 AGM in person. All shareholders,
including private shareholders, 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 Group’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.
Following the 2025 AGM, specific engagement was undertaken with
shareholders who voted against the re-election of Mark Allen.
Additionally, the Chair of the Remuneration Committee led an extensive
consultation with major shareholders regarding the proposed new Directors'
Remuneration Policy ahead of the 2026 AGM.
Governance and remuneration were key areas of shareholder influence this year.
Following the 2025 AGM, where Mark Allen received less than 80% (specifically 79.5%)
of the votes in favour of his re-election, the Board initiated targeted engagement to fully
understand dissenting shareholder concerns. This feedback was discussed extensively by
the Board and Nomination Committee, directly influencing our ongoing approach to
board composition and succession planning disclosures. Furthermore, the Remuneration
Committee's major consultation exercise regarding the new Directors' Remuneration Policy
directly influenced the final policy design.
Shareholder feedback also informed and shaped the Board’s strategic and capital
allocation decisions. Discussions concerning key financial metrics, including Return on
Capital Employed (ROCE), influenced significant Board debates on the Group's long-term
manufacturing strategy. To ensure that capital allocation prioritises strategic resilience and
long-term value creation, the Board approved significant investments during the year. This
included further phases of the multi-year asset line replacement and expansion
programmes at our Cumbernauld and Milton Keynes sites, aimed at enhancing operational
efficiency and future-proofing our manufacturing capabilities.
In parallel, to ensure shareholder interests are fully taken into account, the Board rigorously
stress-tested the Group's long-term strategic plan during dedicated Strategy Days and
Board meetings. This ongoing review ensures that the Group’s standalone strategy remains
robustly positioned to drive sustainable growth and maximise long-term shareholder value.
The Board’s review of distributable reserves and the decision to approve the interim and
final dividends were directly influenced by the need to maintain consistent shareholder
returns while funding the Group’s long-term strategic plans.
CORPORATE GOVERNANCE
REPORT CONTINUED
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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 packaging and the planned UK DRS.
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 Group.
Members of the Board conducted a market visit to the Republic of Ireland.
Together with the Group’s regional distributor and senior leaders of the Group’s
commercial team, the Board visited a range of the Group’s customers,
including supermarkets, wholesalers 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 Group, and the Group 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 Group.
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 key retail partners 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. This directly influenced the Board in its consideration of the Group’s strategies
across grocery, wholesale, discounters, and value retail, as well as its strategic decisions in
respect of the Group’s field sales model.
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
packaging workstream. During the year, the Board also reviewed customer feedback on
product performance, packaging sustainability, and approved decisions related to the
Group’s packaging strategies.
This year, detailed engagement with key retail partners indicated a strong desire for
suppliers to act as true strategic partners. This feedback influenced the Board to endorse a
commercial shift towards becoming a strategic category partner for key retailer partners,
leveraging our market insights to drive growth across the broader soft drinks sector.
Specifically, this dialogue informed the Board’s endorsement of the Group’s strategic
category growth plan, which aligns the Group's innovation pipeline with specific category
goals of major retailers to target significant market share growth.
Furthermore, the Board's market visit to the Republic of Ireland and engagement with the
Group’s regional distributor fundamentally influenced the Board's understanding of
specific market dynamics in the Republic of Ireland. This on-the-ground insight led to a
refined route-to-market strategy that better supports retailers in that market.
Operational feedback from customers regarding supply chain reliability and service levels
influenced the Board's ongoing review of the Group’s operational capabilities. The Board
ensured that capital investment decisions prioritised the agility necessary to consistently
meet evolving customer demand. Furthermore, reviews of seasonal trading data and
broader channel performance informed the Board’s approach to commercial resource
allocation, ensuring balanced support across our diverse customer base.
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Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions
Consumers
continued
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 Group in September 2025.
The sharing of the Group's comprehensive innovation pipeline enabled the Board to
assess upcoming product developments and their alignment with emerging consumer
needs. The Board discussed and endorsed the brand and innovation strategy and key
brand plans for the upcoming 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. To further strengthen the Group’s
understanding of rapidly changing consumer preferences, the Board supported the
utilisation of AI-driven consumer research tools to more accurately track and predict
consumer preferences, enabling faster, data-backed strategic decisions. 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
advancing the packaging workstream. 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.
Expanding on this, current insights from consumer research regarding evolving category
trends influenced the Board’s strategic approach to portfolio development and R&D
investment. Specifically, our research into shifting consumer lifestyles and the growing
demand for a wider variety of high-quality, great-tasting drinks provided vital context that
directly informed our recent M&A strategy and the strategic acquisitions completed during
the year. Positive consumer feedback on recent product formulations validated the Board's
decision to formally approve the Group’s future innovation pipeline, ensuring it delivers
the functional benefits consumers increasingly seek. The Board also reviewed brand health
metrics to validate the effectiveness of recent campaigns on various demographics.
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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, Human Rights Policy 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. In April 2025, the Company hosted its
inaugural Group Supplier Conference, bringing together over 60 key suppliers
to engage directly with senior leadership on the Group’s long-term strategy,
operational plans and direction. This has now been established as an annual
event within our supplier engagement cycle.
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 93.2% 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
upcoming 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 the
Group's 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.
The insights and feedback gained from the Supplier Conference, alongside other ongoing
supplier engagement, informed the Board’s discussions regarding the annual budgeting
and long-term strategic planning processes. Specifically, the presentation of our strategic
roadmap during this forum ensured that our partners are positioned to support our core
operational requirements and long-term growth plans, including our innovation pipeline
and sustainability objectives.
To support operational agility, the Board approved several important supplier contracts
during the year, ensuring these agreements met the operational and strategic needs of the
Group while adhering to its standards and values, including those related to capital
projects, packaging, warehousing and raw materials.
The Group 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. Furthermore, engagement with strategic partners to improve collaboration
influenced the Board’s decision to rationalise the supplier base, focusing on deeper,
strategic partnerships with fewer suppliers to drive innovation and align with the Group’s
new growth strategy.
Risk mitigation remained a critical area of Board focus this year. The identification of
concentration risk regarding certain higher risk ingredients influenced the Board to support
R&D validation of alternative suppliers, prioritising business continuity and supply chain
resilience. Additionally, to protect the broader ecosystem, the Board held two dedicated
sessions with external advisors to review the cybersecurity threat landscape throughout the
year. These sessions focused extensively on organisational preparedness and effective
incident response strategies and directly influenced the decision to implement stricter
vendor access protocols to mitigate the specific risks of ransomware attacks entering the
Group's systems via the supply chain.
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Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions
Employees The Group is committed to engaging employees at all levels regarding matters
which affect them and the performance of the Group. This is achieved in a
number of ways, including the use of regular briefing procedures, which twice
yearly include a report on trading results. Regular communication meetings,
including “town halls”, are held to keep employees up to date with Group
performance. Leadership team “hangouts” take place on a monthly basis to
keep this group updated and to provide the opportunity for them to ask
questions on business related matters. Consultation meetings also take place
when the Company is making decisions that are likely to affect employees’
interests, at which employee representatives’ views are taken into account.
The Group’s intranet site provides up to date information regarding the Group’s
activities. In addition, an employee engagement survey “Everyone Barr None”
is carried out on an annual basis, which seeks feedback from all employees on
a range of areas; action plans are created in response to the results of each
survey. Employees’ opinions are also sought on various specific topics
throughout the year by means of frequent pulse surveys.
In addition to the Company’s existing employee engagement mechanisms, and
as required by the 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 led by Zoe
Howorth, who was supported by the Chair and the other non-executive
directors. Held across various Group sites, these sessions engaged employees
from all levels and functions to ensure a broad understanding of the matters
affecting them.
The Group 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.
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
Group’s future success. It also helps the Board to make better informed decisions based on
the broad perspectives of the workforce.
During the year, the Board evaluated the Company’s approach to workforce engagement in
light of industry best practice and agreed to have all independent non-executive directors
participate in the workforce engagement programme. The Board is also briefed and
considers the output of the routine employee feedback pulse surveys, Executive Committee
led roadshows, and CEO employee engagement forums, across all UK sites.
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 were broad-ranging, covering health,
safety, and mental wellbeing; flexible and hybrid working arrangements; and employee
communications. The sessions also addressed IT systems and data; employee pay and
benefits, including how executive remuneration aligns with wider Group pay policy; and
Company purpose and values, alongside 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. These results were the strongest in
the Company’s history, with year-on-year improvements in both engagement and
participation. The Board was particularly pleased to see that scores exceeded industry
benchmarks, specifically regarding colleagues' clarity on the Group’s long-term strategic
goals and its deeply embedded safety culture. Furthermore, the feedback highlighted a
high degree of psychological safety across the business. These results confirm a level of
cultural maturity that is well-positioned to support the Group's growth ambitions. The Board
endorsed the local action planning activities being implemented across the business in
response to the survey findings.
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
Group's commercial teams, completed customer site visits, and the Group's commercial
teams also attended Board Strategy Days in September 2025, both of which gave the
Board valuable exposure to senior and mid management across the Group. Additionally,
the Board attended meetings at each of the Group’s UK sites, giving the Board further
exposure to employees across the Group.
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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 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 Group’s speaking up policy and associated procedures, and approved the
Company’s 2025 Gender Pay Report.
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, and also as part of its consultation on the new Directors’
Remuneration Policy, which will be put to a binding shareholder vote at the 2026 AGM.
Building on this foundation, feedback from the workforce regarding current cost-of-living
pressures influenced the Remuneration Committee to confirm the Company’s commitment
to Real Living Wage accreditation, alongside the Board’s approval of a Group-wide salary
increase. To further align culture with employee expectations, the Board approved the
inclusion of "Be Honest" as a new Company core value. The Board faced difficult decisions
regarding the Group’s manufacturing footprint, specifically in considering the potential
closure of and subsequent sale of the Strathmore business operating from Forfar, Scotland.
The Board ensured that a robust employee consultation process was prioritised to support
affected colleagues.
The health, safety, and wellbeing of our workforce remains a primary focus for the Board.
In response to minor incident trends within the field sales team, the Board endorsed the
rollout of targeted dynamic risk assessment training to better protect colleagues operating in
trade environments.
Recognising the importance of the Group’s people strategy, the Board's approval of the
significant capital investment in the Group’s new London office was informed in part by
how a modern hub location enhances the Group’s ability to attract and retain a high-calibre
and diverse workforce.
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Key Stakeholder Form of Engagement How This Stakeholder Group Influenced Board/Committee Discussions and Decisions
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. Additionally, during
the Board's market visit to the Republic of Ireland, direct engagement was
undertaken with Re-turn, the operator of the Republic of Ireland Deposit Return
Scheme.
Updates on engagement with UK and devolved governments and political bodies, provided
by the Chief Executive Officer, regularly inform the Board’s discussions. These insights,
alongside formal reviews of the broader regulatory framework, are directly factored into the
Group’s annual budgeting, long-term strategic planning, and areas of business
development. This year, the Board's strategic planning specifically accounted for
government changes to Employer National Insurance Contributions and evolving
environmental sustainability policies, including the Group’s net-zero plans. Furthermore,
engagement on climate reporting (TCFD) and Scope 3 emissions influenced the Board’s
decision to approve significant investment in new packaging technologies.
The complex regulatory landscape surrounding environmental frameworks, specifically
Extended Producer Responsibility (EPR) and Deposit Return Schemes (DRS), was a central
focus. Engagement with DEFRA and other authorities regarding demand planning and
regulatory frameworks directly guided the Board's decision-making.
Recognising the operational challenges of divergent regional policies, particularly following
engagement regarding the Welsh DRS framework, the Board reaffirmed its strategy to
advocate primarily through our active participation in the BSDA for a harmonised,
interoperable UK-wide approach to reduce complexity and fraud risk.
To gain practical foresight, the Board undertook a market visit to the Republic of Ireland,
which included a meeting with the Republic of Ireland DRS administrators, Re-turn. This
provided critical insights into the operational realities of a live scheme, directly shaping our
internal forward planning for the anticipated October 2027 UK-wide rollout, building on
previous preparations for the deferred Scottish DRS. To ensure operational readiness for
these evolving frameworks, the Board approved further phases of the multi-year asset line
replacement and expansion programmes at our Cumbernauld and Milton Keynes facilities,
a decision informed by the critical need to future-proof our manufacturing capabilities.
The Board actively monitored government public health policy, including the ongoing focus
on the Soft Drinks Industry Levy (SDIL). Anticipating future regulatory trajectories, the Board
directed capital and R&D allocation accordingly, to ensure the Group's product portfolio
remains highly aligned with evolving public health guidelines. This strategic approach
ensures long-term portfolio resilience while continuing to meet changing consumer needs.
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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 or
requests that it takes 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. In
response to the feedback received this year, the
Board oversaw the modernisation of the Company’s
reward and benefits frameworks, specifically through
enhanced holiday entitlement, a new benefits
platform, and increased flexible benefit allowances,
together with sustained investment in the Company’s
office and site environments.
To further amplify the employee voice, the Board
expanded the Business Involvement Groups during
the year, ensuring further channels for feedback to
reach the Board. Furthermore, recognising that tone
is set at the top, the Board has actively championed
initiatives that empower senior management to act as
the primary guardians of Company culture. This
includes the provision of executive coaching for
senior leaders and the integration of dedicated
development interventions at each of the Company’s
quarterly in-person leadership meetings.
The Board 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 (H&S) 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. A significant focus this year was
the re-assessment of the Company’s organisational
H&S culture maturity through the Keil Centre.
Following workshops involving more than 250 supply
chain employees, the Board noted that the Company
has progressed from Level 3 to Level 4 maturity, with
improvements shown in seven out of ten key H&S
aspects. To gain first-hand insight into this culture,
members of the Board and Executive Committee,
including the Chief Executive Officer, Chief Finance
and Operating Officer, Chief Commercial Officer,
Chief Supply Chain Officer and Chief Legal and
Sustainability Officer conducted management safety
tours at the Company’s Cumbernauld and Milton
Keynes sites, engaging directly with the workforce
to identify further opportunities for continuous
improvement.
To provide further robustness to this oversight, the
Board also reviewed the results of external audits
against ISO 45001. This external assurance confirms
the strength of the Company’s management systems
and the active support of senior leadership in
maintaining a mature H&S culture. The Board noted
the positive results from the workforce engagement
survey “Everyone Barr None” during the year in
relation to the H&S culture. The Board regularly
reviews employee turnover and absence data, and
noted the appropriateness 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 was 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 preceding Section
172(1) Statement and in the Directors’ Report on
pages 124 to 129 and in the Strategic Report on
pages 34 to 37.
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 30 to 57.
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.
The Board maintains a dynamic skills matrix,
coordinated by the Company Secretary in
conjunction with the Chair, to evaluate the Board’s
collective competencies and identify areas for further
development. This evaluation is carried out through a
detailed, written survey questionnaire completed by
all Board members and the Company Secretary.
While a comprehensive refresh of this matrix was last
conducted in 2024, the insights gained from that
process were instrumental in shaping the Company’s
governance activity throughout the year.
A primary finding of the 2024 assessment was the
opportunity to further deepen the Board's expertise in
digital transformation and Artificial Intelligence (AI)
- areas critical to the Group’s long-term market
competitiveness and strategic evolution. In a direct
application of the Board’s governance processes, this
identified requirement was the primary driver behind
the Board’s recruitment strategy during the year. This
resulted in the successful appointment of Dr Rohit
Dhawan as an independent non-executive director on
29 July 2025. This demonstrates how the Board’s
governance processes are effective tools for ensuring
the Board possesses the necessary expertise to drive
the Group’s long-term strategy.
The outcome of this skills matrix evaluation
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.
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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 externally facilitated, having last been
externally facilitated during the year to January 2023.
During the year Clare Chalmers Limited (“Clare
Chalmers”) conducted a formal, externally facilitated
evaluation of the performance and effectiveness of
the Board and its principal committees. Clare
Chalmers is an independent adviser with no other
connection to the Company or any of the individual
directors. The evaluation was conducted by the
completion of detailed and comprehensive written
survey questionnaires by all Board members and the
Company Secretary. The questionnaires were agreed
with the Company Secretary and the Chair of the
Board. The Board questionnaire covered such themes
as strategy, leadership and accountability, Board
composition, diversity, culture and risk management,
and how effectively Board members work together to
achieve objectives, with similar coverage for each of
the committees. Clare Chalmers provided a full,
written report based on the responses to the survey,
which they discussed with the Chair. The full report
was shared with and discussed by the Board and
each of the committees. Overall, the review found
that the Board and its committees were functioning
with a high degree of proficiency and rigour, with no
major issues identified.
A significant outcome of the evaluation was the
Board's desire to further accelerate its understanding
and adoption of AI and digital transformation. While
the 2024 internal skills matrix evaluation first
identified this as a development area, the 2025
evaluation emphasised that the rapid pace of
technological change necessitates a sustained focus.
To address this, the Board will establish a roadmap
for upskilling and leveraging the deep technical
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.
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.
expertise of Dr Rohit Dhawan and Usman Hamid, the
Company’s recently appointed Chief Digital and
Technology Officer. Their leadership will be pivotal in
guiding the Board’s oversight of AI integration across
the Group’s operations and ensuring the Company’s
digital strategy remains a competitive advantage. This
ongoing journey demonstrates the Board’s
commitment to evolving its collective capabilities in
line with the Group’s strategic ambitions.
Following the resignation of Mark Allen on 15 January
2026, the Board held a series of meetings to
determine the most appropriate leadership structure
for the interim period while a permanent successor is
identified. Led by Susan Barratt, in her capacity as the
then Senior Independent Director, and taking into
account the views of all members of the Board, the
Board conducted a thorough assessment of Susan’s
suitability to assume the role of Interim Chair. The
Board concluded that Susan possesses the deep
institutional knowledge, strategic clarity, and proven
leadership necessary to ensure a seamless transition
during this period. The Board is confident that her
appointment provides strong and effective leadership
and maintains the highest standards of governance
while the formal search for a permanent successor is
conducted. Accordingly, the non-executive directors
concluded that the Board remains effectively led and
that Susan is well-positioned to oversee the Board’s
activities and the Group’s strategic progress during
this period.
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.
The attendance of directors at Board and committee
meetings in the year to 31 January 2026 is set out in
the above table. On 19 September 2025, following a
recommendation from the Nomination Committee,
the Board approved a decision for Mark Allen, Nick
Wharton and Rohit Dhawan to be appointed to the
ESG Committee.
During the year, in addition to scheduled meetings,
the Board convened an additional Board meeting on
14 January 2026 to conclude matters relating to
Board succession and the transition of the Chair and
Senior Independent Director roles, effective from
15 January 2026.
Board
Maximum 7
Audit & Risk
Committee
Maximum 4
Remuneration
Committee
Maximum 3
Nomination
Committee
Maximum 3
ESG Committee
Maximum 4
Executive
Euan Sutherland 7/7 4/4^ 3/3^ 3/3^ 4/4
Stuart Lorimer 7/7 4/4^ – – –
Non-Executive
Mark Allen 6/6 3/3^ 2/2 2/2 3/3^^
Julie Barr 7/7 4/4^ 3/3^ 3/3 4/4
Susan Barratt 7/7 4/4** 3/3 3/3 4/4
Rohit Dhawan 5/5 2/3* 1/2* 2/3* 2/2
Zoe Howorth 7/7 4/4 3/3 3/3 4/4
Louise Smalley 7/7 4/4 3/3 3/3 4/4
Nick Wharton 7/7 4/4 3/3 3/3 4/4^^
* Rohit Dhawan was appointed to the Board on 29 July 2025. While his appointment coincided with meetings of the Audit and Risk Committee,
Remuneration Committee, and Nomination Committee, the Board agreed that his attendance would commence with the full Board meeting on
30 July 2025. This deliberate approach allowed his initial focus to be directed toward the Board’s broader strategic business as part of his
formal induction, prior to his phased integration into the committee cycles. Consequently, Rohit Dhawan attended all meetings he was
scheduled or expected to attend following his appointment.
** Susan Barratt attended all meetings of the Audit & Risk Committee, three as a formal member and one by invitation following her appointment
as Interim Chair on 15 January 2026.
^ Attended by invitation only; not a formal member of the relevant committee.
^^ Mark Allen and Nick Wharton attended two meetings of the ESG Committee by invitation prior to their appointment as members of the ESG
Committee on 19 September 2025.
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Financial StatementsGovernance ReportStrategic Report
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 87 to 92. The work
carried out by the Remuneration Committee is
described within the Directors’ Remuneration Report
on pages 93 to 97 and 109 to 110. The work carried
out by the ESG Committee is described within the
Responsible Business Report on page 45.
The Board has a Market Disclosure Committee which,
as at the date of this report, comprises Louise
Smalley, 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 UK Listing Rules and Disclosure
Guidance and Transparency Rules. There was one
meeting of the Market Disclosure Committee held
during the year.
The Board has an Equity Investment Committee,
which as at the date of this report, comprises Susan
Barratt, 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 Susan Barratt,
Louise Smalley, Zoe Howorth, Nick Wharton, Rohit
Dhawan and Julie Barr. The Nomination Committee is
chaired by Susan Barratt. 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 utilises the
services of appropriately skilled and expert external
search consultants. During the year, in support of the
search for a new independent non-executive director,
the Committee conducted a robust assessment of
several appropriately expert search providers and
subsequently appointed Sam Allen Associates
(“Sam Allen”). This search focused on identifying
a candidate with specific expertise in digital
transformation and technology. Following a rigorous
selection process, this led to the appointment of
Dr Rohit Dhawan to the Board on 29 July 2025.
Sam Allen has no other connection with the Company
or its individual directors, apart from the provision
of these recruitment services.
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. Following the
transition of the role of Chair effective from
15 January 2026, a key priority for the Nomination
Committee was the commencement of a formal and
rigorous recruitment process for a permanent
successor Chair of the Board. This process is being
conducted in alignment with the Group’s long-term
succession strategy to ensure the Board continues
to possess the leadership necessary to drive the
Group’s strategic evolution. In support of this
process, the Committee conducted a robust
assessment of several appropriately expert search
providers and subsequently appointed The MBS
Group Limited (“MBS”) to assist in the search for a
new independent Non-Executive Chair. MBS has no
other connection with the Company or its individual
directors, apart from the provision of these
recruitment services.
The Board believes that building a diverse and
inclusive culture is integral to the success of the
Company. Diversity includes aspects such as
diversity of skills, perspectives, industry experience,
educational and professional background, gender,
ethnicity and age. The Company’s Board and
Executive Committee Diversity policy (‘Diversity
Policy’) provides that these aspects will be
considered in determining the optimum composition
of the Board, its committees and the Executive
Committee, with the aim of achieving an appropriate
balance. All appointments to the Board, its
committees and the 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.
As at 31 January 2026, the Company is pleased to
confirm that it met all three board diversity targets set
out in the UK Listing Rules (UKLR 6.6.6R(9)).
Specifically, female representation stood at 50% on
the Board, satisfying the requirement for at least 40%
women. The target for at least one woman to hold a
senior board position was met through the roles of
Interim Chair and Senior Independent Director being
held by Susan Barratt and Louise Smalley respectively.
Furthermore, following the appointment of Dr Rohit
Dhawan as a non-executive director during the year,
the Board includes representation from a minority
ethnic background, satisfying the ethnic diversity
target.
At the Executive Committee level, female
representation stood at 33.3% as at 31 January 2026,
at which date 100% of the Executive Committee
self-disclosed as being of White European ethnicity.
Following the post-year end appointment of Usman
Hamid (Chief Digital and Technology Officer) to the
Executive Committee on 2 February 2026, the Group
has further increased its senior leadership diversity
with 14.3% of the Committee now self-disclosing as
being from a minority ethnic background. The Board
remains committed to fostering an inclusive culture
and ensuring diversity of perspective at all levels of
leadership to drive the sustained success of the
Group. Full disclosure relating to gender and ethnic
diversity within the Company is included in the
Directors’ Report on page 125.
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
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CORPORATE GOVERNANCE
REPORT CONTINUED
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 26 January 2025 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.
During the year, the Board and the Audit and Risk
Committee have monitored developments regarding
the Code, specifically the enhanced requirements
under Provision 29 of the Code relating to the
Board’s declaration on the effectiveness of material
internal controls. The Board has overseen the Audit
and Risk Committee’s work in reviewing the Group’s
existing control framework and assurance mapping to
ensure readiness for these future reporting
requirements. Further details of the steps taken by the
Audit and Risk Committee during the year in
anticipation of Provision 29 of the Code can be
found in the Audit and Risk Committee Report on
pages 89 to 92.
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
31 January 2026 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 63 to 69.
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.
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 127 to 128).
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 the directors consider that the
Company has complied with the provisions of the
Code throughout the year ended 31 January 2026,
save for a temporary non-compliance with Provision
39 between 26 January 2025 and 1 April 2025, as
set out in the section below. As at the date of this
report, the Company is in full compliance with all
provisions of the Code.
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 our 2024/25 Annual
Report, Stuart Lorimer previously received a cash
allowance equal to his contractual pension provision
of 24% of salary. The Board is pleased to confirm
that, effective from 1 April 2025, Stuart Lorimer’s
maximum company pension contribution, or payment
in lieu, was aligned to the rate available to the wider
workforce, which is currently 8% of salary, thereby
bringing the Company into compliance with Provision
39 of the Code.
A copy of the financial statements has been placed
on the Company’s website, www.agbarr.co.uk.
The maintenance and integrity of this website is the
responsibility of the directors. Legislation in the UK
governing the preparation and dissemination of
financial statements may differ from legislation in
other jurisdictions.
By order of the Board
Christopher K. O’Donnell
Company Secretary
31 March 2026
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Financial StatementsGovernance ReportStrategic Report
On behalf of the Audit and Risk
Committee, I am pleased to present its
report for the year ended 31 January
2026. 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
The Audit and Risk Committee (the 'ARC')
currently comprises four non-executive directors:
Nick Wharton (Chair), Louise Smalley, Zoe Howorth
and Dr Rohit Dhawan.
Membership of the ARC changed during the year to
reflect Board succession planning. Dr Rohit Dhawan
was appointed to the ARC upon joining the Board on
29 July 2025, bringing significant experience in digital
transformation and Artificial Intelligence. Susan Barratt
served as a member of the ARC for the majority of the
year but stepped down on 15 January 2026 following
her appointment as Interim Chair of the Board.
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 70 to 71. 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
Corporate Finance Director, the Chief Legal and
Sustainability Officer, and representatives from the
external and internal auditors. To ensure independent
oversight, the ARC Chair customarily meets with the
Chief Finance and Operating Officer, Corporate
Finance Director and other members of management,
as well as privately with the external and internal
auditors. Furthermore, the ARC holds private sessions
with both the external and internal auditors without
management present as required throughout the year.
Role and responsibilities
The terms of reference of the ARC were updated
in January 2026 and can be accessed on the
Company’s website, www.agbarr.co.uk.
The primary role of the ARC is to assist the Board in
fulfilling its oversight responsibilities, which include
certain delegated responsibilities. This involves
providing independent challenge and oversight of
the Group’s financial reporting process, the internal
and external audit functions, and the effectiveness
of the Group’s internal control and risk management
systems. The Committee’s primary areas of focus are
as follows:
• 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 Group’s Treasury
and Commodity Committee;
– reviewing and making recommendations to
the Board regarding the Group’s delegated
authority limits;
AUDIT AND RISK COMMITTEE REPORT
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Activities of the Audit and Risk Committee
In respect of the year to 31 January 2026 (the ‘period under review’), the ARC has discharged its responsibilities by undertaking the following actions across its primary
areas of focus:
Financial Reporting
Area of Focus Action Taken by the ARC
Financial Statements & Accounting Judgements 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 26 July 2025 and the full year ended
31 January 2026.
• Reviewed the half year and full year financial statements.
• Received and reviewed reports from management regarding their approach to key accounting
considerations and judgements in the half year and full year financial statements, specifically including the
accounting treatment for the Company’s acquisition of a majority shareholding in Innate-Essence Limited.
External Audit Strategy & Scope • Reviewed and agreed the external auditor’s audit strategy memorandum in advance of its audit for the year
ended 31 January 2026.
• Discussed and agreed the nature and scope of the work to be performed by the external auditor.
Audit Findings & Independence • Discussed the report received from the external auditor regarding its audit in respect of the year ended
31 January 2026, which included comments on its findings on internal control and key audit risks and a
statement on its independence and objectivity.
• Reviewed the results of this audit work and the response of management to matters raised.
Internal Control and Risk Management
Area of Focus Action Taken by the ARC
Internal Audit Oversight • Discussed and agreed the nature and scope of the work to be performed by the internal auditor.
• Received reports from internal audit covering various aspects of the Group’s operations, controls and
processes.
• Reviewed the results of this audit work and the response of management to matters raised.
• Documenting and maintaining the audit universe to ensure that all corporate risks are covered by audit
activities at an acceptable frequency.
Risk Management Framework • Continued to oversee the Company's approach to risk management and the risk framework.
• 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 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.
Management Presentations • As part of a rolling programme, the ARC received Management Presentations. Key presentations focussed
on pension and tax governance, treasury and cash management, and various risk frameworks, specifically
those concerning field sales operations and raw material management.
– reviewing, monitoring and making
recommendations to the Board regarding the
Group’s tax risk management policy;
– reviewing, monitoring and approving the
Group’s expanded anti-facilitation of financial
crime policy, which replaces the former
anti-facilitation of tax evasion policy;
– reviewing, monitoring and approving the
Group’s anti-bribery policy and procedures;
– approving the appointment and removal of the
internal auditor;
– reviewing and 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.
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Financial StatementsGovernance ReportStrategic Report
Internal Control and Risk Management continued
Area of Focus Action Taken by the ARC
Strategic Projects & Governance • Oversaw and supported the Company in its preparation for the new requirements of Provision 29 of the Code.
• Oversaw the successful integration of financial controls following the Company’s acquisition of a majority shareholding in Innate-Essence Limited.
Cyber Security & Fraud Risk • Received reports from management on the actions taken by the business to mitigate cyber risks, including the risk of a ransomware attack.
• Oversaw the Group's fraud defence strategy and risk assessment processes, specifically regarding preparedness for the 'failure to prevent fraud' offence introduced
by the Economic Crime and Corporate Transparency Act 2023.
Control Effectiveness & Viability • Reviewed the effectiveness of the Group’s risk management and internal control systems (including financial, operational, compliance and risk management controls)
for the full year. This review was conducted through:
– Assessing detailed reports from the internal and external auditors, the Group's Risk Committee and routinely reviewing the Group’s principal and emerging risks.
– Receiving management presentations and progress updates from the Chief Finance and Operating Officer, Chief Legal and Sustainability Officer, Corporate
Finance Director, and other members of senior management across the Group at each ARC meeting.
– Using written survey questionnaires completed by executive directors and senior management to capture a comprehensive view of the Group’s risk and control
environment.
– Considering the results of the internal audit plan and management's responsiveness to any findings.
• Reporting the ARC’s findings to the Board to support the Board’s annual review of the effectiveness of the Group's internal control and risk management systems.
• Following up on internal control related actions.
• Reviewed and approved the Company’s viability and going concern statements.
Policies and Procedures
Area of Focus Action Taken by the ARC
Committee Governance • Reviewed and recommended to the Board updated terms of reference for the ARC to reflect the new requirements of Provision 29 of the Code and the adoption
of the FRC’s ‘Audit Committees and the External Audit: Minimum Standard’ recommendations (noting that the ARC already adhered to these principles).
• Reviewed the performance and effectiveness of the ARC, including the results of an externally facilitated performance evaluation conducted by James Littlefair
of Clare Chalmers Ltd.
Financial & Operational Policies • Reviewed and approved the Group's Treasury policy, commodities management policy and the terms of reference for the Group’s Treasury
and Commodity Committee.
• Reviewed and recommended the Group’s statement of delegated authorities to the Board.
• Reviewed and recommended the Group’s banking facilities to the Board.
• Reviewed and recommended the Group’s tax risk management policy to the Board.
Compliance & Financial Crime • Reviewed and approved the Group’s anti-facilitation of financial crime policy (which replaced the Group’s former anti-facilitation of tax evasion policy and aligns
with the Group’s expanded fraud defence strategy).
• Reviewed the effectiveness of the Group’s anti-bribery systems and controls and reviewed and approved the Group’s anti-bribery and corruption policy.
Auditor Appointment & Independence • Approved the reappointment of the internal auditor.
• Reviewed the performance of the incumbent internal auditor and the effectiveness of the Group’s internal audit activities.
• 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 ARC's 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.
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Fair, Balanced and Understandable
At the request of the Board, the ARC considered
whether the Annual Report and Accounts for the year
ended 31 January 2026, 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.
To support this assessment, the ARC reviewed the
draft Annual Report and Accounts and the financial
reporting processes that underpin its preparation. Key
activities in this review included:
• Consistency: Ensuring that the narrative sections
of the Strategic Report on pages 1 to 69 are
consistent with the financial statements and that
alternative performance measures (APMs) are
clearly defined, relevant, and reconciled to
statutory measures.
• Balance: Confirming that both positive and
negative aspects of performance are presented
with equal prominence, ensuring an honest
reflection of the challenges as well as the
successes during the year.
• Clarity: Ensuring that the report is written in
clear, straightforward language, avoiding
unnecessary jargon, and that key messages are
accessible to shareholders.
• Verification: Receiving confirmation that a robust
verification process had been undertaken by
management, with input from external advisers
where appropriate.
Following this detailed review of management’s
processes and consideration of the draft Annual
Report and Accounts, the ARC was satisfied that the
report met these criteria and recommended to the
Board that it could make the required disclosure as
set out in the Statement of Directors’ Responsibilities
on page 130.
Significant Areas
The significant matters and key accounting judgements independently assessed and considered by the ARC in respect of the period under review were:
Area of Focus Action Taken by the ARC
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 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.
The ARC reviewed management's application of the Group's revenue recognition policy, specifically assessing
the expected value method used to estimate variable consideration for promotional discounts where settlement
had not been fully agreed at year end.
Management override of controls
There is a risk of fraud associated with the potential
override of internal controls by management in any
organisation.
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 to test journal entries and other
adjustments, did not identify any errors or significant deficiencies in internal controls. The ARC was content
that there were no issues arising.
Other Areas
Other matters independently assessed and considered by the ARC in respect of the period under review were:
Area of Focus Action Taken by the ARC
Impairment of intangible assets
Judgement is required in the valuation of intangible
assets and 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 (including goodwill and brands arising from recent acquisitions) 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 defined benefit
pension scheme
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.
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.
The ARC was satisfied that management had considered and was comfortable with the assumptions used by
the actuary. The ARC 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.
Accounting for Acquisitions
The acquisition of a majority shareholding in
Innate-Essence Limited required judgement in the
allocation of purchase price and the valuation of
acquired intangible assets and goodwill.
The ARC received and considered reports from management regarding the fair value of assets and liabilities
acquired, and the valuation models used for intangible assets. The ARC challenged the key assumptions and
was satisfied that the acquisition had been accounted for in accordance with IFRS 3. The external auditor
reviewed the acquisition accounting and concurred with management's assessment.
The ARC reviewed management's application of IFRS 3 Business Combinations regarding the acquisition of
Innate-Essence Limited. The Committee received and considered reports regarding the fair value of assets and
liabilities acquired, and specifically challenged the key assumptions and the valuation models used for
identifying and valuing the acquired intangible assets (brands) and residual goodwill.
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Other Areas continued
Area of Focus Action Taken by the ARC
Going concern
Assessment of the going concern assumption
involves judgement regarding future trading
performance and available liquidity.
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
Assessment of the Company’s long term viability
involves judgement regarding the appropriate
look-forward period and the Group’s ability to remain
solvent under severe but plausible scenarios.
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.
Alternative Performance Measures ('APMs')
Judgement is required to ensure APMs are presented
fairly and do not obscure statutory figures.
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 31 January 2026,
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)
Judgement is required in relation to the classification
and presentation of certain items as adjusting items.
The ARC considered and challenged a report from management in relation to the classification and presentation of certain items as adjusting items (specifically
regarding transaction and integration costs related to recent acquisitions and the business reorganisation), 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.
The ARC reviewed the application of the Group's accounting policy for non-GAAP measures. The Committee challenged whether the transaction and integration costs
related to recent acquisitions, and costs of business reorganisation, met the criteria of being material by their size or incidence to warrant classification as adjusting
items. The ARC was satisfied with the treatment and presentation of the items which arose during the period under review as adjusting.
Throughout the year, the 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. Key presentations focused on pension
and tax governance, treasury and cash management, and
various risk frameworks, specifically those concerning
field sales and raw materials. Specific focus was given to
the Company's preparedness for the Economic Crime
and Corporate Transparency Act 2023 and the Group's
fraud defence strategy, alongside the development of the
"material controls" assurance framework to support the
future declaration required by Provision 29 of the Code.
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.
contracts to independent firms, utilising the external
auditor only when a clear justification exists. 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 8.5%, 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
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. In addition, the
default position of the ARC is to award non-audit
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.
The ARC reviewed the detailed reports prepared by
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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 from 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
externally facilitated review of the Group’s external
auditor and the external audit process during the year
using written survey questionnaires. The results of the
evaluation were shared with the ARC and the external
auditor. Overall, the evaluation was 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 2026 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 and identified controls contained within the
Group’s risk register and wider control topics
highlighted in the Group’s Internal Audit Universe.
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 July 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 noted that internal audit
work during the year did not identify any significant
control weaknesses in the areas reviewed.
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 externally 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.
Looking Ahead
The ARC continues to keep its activities under review
in light of the evolving audit and governance
landscape and the Group's strategic growth plans.
Key priorities for the ARC during the year ahead will
be:
• Material Controls Declaration: Finalising the
assurance framework to enable the Board to meet
the specific requirements of Provision 29 of the
Code. This will involve overseeing the testing and
validation of the Group’s material controls to
support the first annual declaration on the
effectiveness of the risk management and internal
control framework in the 2026/27 Annual Report
& Accounts.
• Cyber Security: Overseeing the delivery of the
Group’s cyber risk action plan to ensure that the
controls implemented remain appropriate for the
evolving threat landscape. The ARC will focus on
monitoring the operational effectiveness of these
measures and the Group's ability to maintain
resilience.
• Acquisitions & Financial Control: Reviewing
the accounting and reporting judgements related
to Group acquisitions. The ARC will ensure that
the financial control environment across the
Group continues to be robust, including those
related to recently acquired and other future
acquisitions.
Audit and Risk Committee Performance
Evaluation
In accordance with the Code, an externally facilitated
review of the performance and effectiveness of the
ARC was carried out during the year. The
performance evaluation was facilitated by James
Littlefair of Clare Chalmers Ltd as part of the triennial
external performance review of the Board and its
sub-committees.
This review included a detailed and comprehensive
evaluation of the performance and effectiveness of
the ARC using written survey questionnaires, which
involved members of the ARC, Chair of the Board,
Chief Executive Officer, Chief Finance and Operating
Officer, Chief Legal and Sustainability Officer and the
Company Secretary. The results of the performance
evaluation were shared with the ARC. Overall, the
review found that the ARC was functioning in an
effective manner and performing well, with a strong
mix of skills, perspectives and appropriate focus on
business processes and their inherent risks and the
most significant risk and accounting topics impacting
the audit.
Nick Wharton
Chair of the Audit and Risk Committee
31 March 2026
AUDIT AND RISK COMMITTEE
REPORT CONTINUED
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On behalf of the Remuneration
Committee, I am pleased to present the
Directors’ Remuneration Report for the
year ended 31 January 2026.
Louise Smalley
Chair of the Remuneration Committee
Introduction
This Directors' Remuneration Report is made up of
three key sections: my annual Chair's statement; our
Annual Report on Remuneration on pages 98 to 112;
and a new Directors’ Remuneration Policy (the
‘Policy’) on pages 113 to 123. In line with best
practice and our commitment to transparency, this
report aims to be clear and easy to read, explaining
not just what we paid, but why, in the context of our
Company culture, performance, and the pay
arrangements for the wider workforce. This Annual
Report on Remuneration, along with this Chair's
statement, will be subject to an advisory shareholder
vote at the 2026 AGM.
New Directors’ Remuneration Policy
A significant focus of the Remuneration Committee
(the ‘Committee’) during 2025 has been the
comprehensive review of our remuneration
framework. The current Policy was approved by
shareholders at the 2023 AGM and has governed
our decisions for the past three years. Following our
review, we will be presenting a proposed new Policy
for a binding vote at the 2026 AGM. Should this new
Policy be approved, it is intended to operate for the
three years commencing from the date of the 2026
AGM. We believe the existing Policy has served the
Company well, and therefore the proposed
framework represents an updating of the current
Policy rather than a total restructure. We are
comfortable that the new Policy continues to ensure
that management is incentivised appropriately whilst
allowing a level of flexibility over the coming three
years. Accordingly, there are minimal changes to the
proposed Policy. We will also be seeking shareholder
approval for the adoption of updated Annual Bonus
Plan rules to cover changes that will simplify the
operation of the deferred bonus, details of which are
set out below.
The Committee is proposing the following changes to
the Policy and its implementation:
Annual bonus opportunity
The Committee has reviewed carefully the bonus
opportunity for executive directors to ensure it will
continue to enable us to offer a competitive and
appropriate package over the next Policy cycle as
we continue to make progress with our strategy.
Following this review, the Committee has concluded
it is appropriate to increase the maximum bonus
opportunity under the policy to 150% of salary from
the current maximum of 125% of salary. This is
supported by market data from the FTSE 250
(excluding financial services and investment trusts),
which shows that both the lower quartile and median
bonus opportunity for the Chief Executive Officer
role is 150% of salary.
It is intended that this new maximum will be
implemented for the Chief Executive Officer from
2026 to more appropriately reflect the capabilities of
our experienced FTSE Chief Executive Officer, his
performance in the role to date, whilst remaining
aligned with market norm levels of opportunity in the
FTSE 250. The Chief Finance and Operating Officer
will continue to participate in a maximum bonus of
125% of salary for 2026 (in line with the current
maximum opportunity).
Threshold for bonus payout
In order to reflect our approach of setting stretching
targets under the performance measures for the
annual bonus, it is proposed that the payout for
threshold performance will be changed to 20% of the
bonus maximum opportunity (currently set at 0% at
threshold) for 2026 onwards. This will align the level
of threshold payout for the executive directors with
general market practice.
It also ensures a consistent approach to threshold
across our incentives and brings it in line with the
LTIP, which currently delivers 20% of max for
threshold performance. The Committee is confident
that under the strategic growth plan to 2030, the
performance ranges will incorporate a level of stretch
such that a payout for threshold performance of 20%
of max would be appropriate. Target and max bonus
will remain at 50% and 100% of the maximum bonus
opportunity.
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DIRECTORS' REMUNERATION
REPORT CONTINUED
Approach to bonus deferral
It is proposed to simplify the current bonus deferral
mechanism so that 50% of any bonus earned is
deferred into company shares for a period of two
years. The required level of deferral would reduce to
25% of any bonus earned when an executive director
has met their shareholding requirement.
The current bonus deferral requirement is complex
and is split between the bonus part of the policy and
the shareholding requirement. Under the current
approach, 25% of any bonus earned is deferred into
shares for two years, with an executive director
having to buy additional shares to the value of 25%
of the bonus where they have not met their
shareholding requirement.
The proposed approach therefore simplifies the
policy by setting a higher level of headline bonus
deferral. The approach is also aligned with the
guidance provided by the Investment Association that
permits an easing of bonus deferral where
shareholding requirements have been met. In making
this change, the Committee considered it important to
retain a level of 25% deferral of any bonus earned
even if the shareholding requirement has been met to
continue to drive long term shareholder alignment
and to provide for the enforcement of malus and
clawback, should the need arise at a later point.
The new Policy will also formalise that executive
directors will normally forfeit deferred bonus shares if
they leave before vesting unless they are considered
good leavers (good leaver reasons would include for
example death, disability, ill-health, injury, departure
with the agreement of the Committee in line with
standard market practice).
Subject to the approval of the new Policy, the
Committee intends to apply the new enhanced
approach to bonus deferral to the outcomes of the
2025/26 Annual Bonus.
Bonus performance measures
In order to align with the goals of the strategic growth
plan shared with investors at the Company’s Capital
Markets day held in June 2025, the Committee has
determined Return on Capital Employed (ROCE) and
Net Revenue will be introduced to the annual bonus
alongside the current measures of Adjusted PBT and
individual strategic objectives for 2026.
This ensures that the annual bonus will better reflect
the strategic priorities and drivers of long term
shareholder value. The weightings for the 2026/27
bonus are set to ensure that the bonus remains
focused on core financial metrics, which represent
80% of the total opportunity.
For 2026/27, the bonus measures and weightings
will be Adjusted PBT* (40% of max), Net Revenue
(20% of max), ROCE (20% of max), Individual
Objectives (20% of max).
Long Term Incentive Plan (LTIP)
quantum
The overall maximum under the LTIP policy will
remain at 200% of salary. However, for 2026
onwards, the Policy will remove the wording that
points to this maximum only being used in
exceptional circumstances such as for the purposes
of recruitment and the retention of a senior
employee.
The implemented maximum LTIP for 2026 will remain
at the current 150% of salary for the executive
directors, however the change in Policy wording
provides the Committee with appropriate flexibility to
consider higher award levels up to the maximum of
200% of salary if deemed appropriate at a later point
in the context of the performance of the business and
the individual. The maximum opportunity under the
Policy also remains in line with market norms for the
FTSE 250, where the median LTIP maximum
opportunity is 200% of salary.
Shareholding guidelines
To reflect the increase in headline bonus deferral to
50% of any bonus earned, the requirement to
purchase additional shares from bonus to meet the
shareholding guidelines will be removed.
Shareholder consultation
I am pleased to report a successful period of
consultation regarding these updates. In October
2025, supported by our Company Secretary and
Chief People Officer, I wrote to our top 26
shareholders and all major proxy advisors including
ISS, IVIS, Glass Lewis, and PIRC to gather views on
our proposals for the new Policy. We received
responses from the majority of those consulted and
met with those who requested meetings, as well as
the four major proxy advisors.
Overall, the feedback was positive and productive.
Shareholders expressed strong support for our desire
to retain simplicity and our focus on transparency in
relation to our decision making, particularly noting
the helpful context provided by the Company’s
Capital Markets Day. There was specific endorsement
for aligning the annual bonus with Company strategy
through the introduction of Net Revenue and ROCE
as bonus performance measures.
We also engaged in constructive dialogue regarding
our approach on disclosure of commercially sensitive
performance metrics. Investors were largely
supportive of our approach, agreeing that where
forward-looking targets cannot be disclosed due to
commercial sensitivity, a full retrospective disclosure
with a clear rationale is the appropriate mechanism.
As part of this discussion we have also committed to
shareholders to enhance the level of retrospective
disclosure in respect of the outcomes against the
executive directors’ individual objectives within the
Annual Bonus.
We carefully considered the feedback received from
shareholders as we finalised the new Policy, ensuring
that our framework motivates, engages, and retains
the senior leadership talent essential for our next
phase of growth.
The details of the proposed Policy, which is subject
to a binding shareholder vote at the 2026 AGM, are
set out on pages 113 to 123.
Committee changes and performance
evaluation
There were changes to the composition of the
Committee during the year. We welcomed Dr Rohit
Dhawan as an additional non-executive director to the
Board and Committee on 29 July 2025, and Mark
Allen OBE stepped down from the Committee on
15 January 2026 following his resignation as Chair of
the Board and director of the Company.
During the year, the Committee participated in an
externally facilitated performance review undertaken
by James Littlefair of Clare Chalmers Ltd, as part of
the wider triennial external performance review of the
Board and its sub-committees. The results were
shared with and considered by the Committee.
Overall, the review found that the Committee was
functioning in an effective manner and performing
well, with no major issues identified.
Consideration of the wider workforce
and fairness
Our people are at the heart of our business and are
central to our continued financial success. Supporting
our colleagues and nurturing our culture remains a
priority for the Committee. To ensure our decisions
are fully informed, we benefit from the regular
attendance of the Chief People Officer at Committee
meetings and this also formed part of our
considerations for the new Policy. This ensures we
have comprehensive context and insight into the
remuneration, sentiment, and engagement of the
wider workforce before any executive pay decisions
are made.
A key principle of our approach this year has been
fairness and alignment:
• Pension alignment: Effective 1 April 2025, the
Chief Finance and Operating Officer’s pension
contribution was reduced from 24% to 8%, fully
aligning it with the rate available to the wider
workforce. This ensures that all executive directors
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receive pension benefits on the same basis as our
wider employee population.
• Pay review context: In determining salary
increases for the executive directors, the
Committee reviews the increases awarded to the
wider workforce to ensure consistency. We are
mindful of the lived experience of our colleagues
and strive to ensure executive reward remains
proportionate.
• Engagement: We go beyond simply reviewing
data; we actively listen. 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 year. I
personally attended several of these workforce
engagement sessions to discuss this topic directly
with colleagues. This direct dialogue allows the
Committee to test the fairness of our decisions in
the context of the views of our colleagues.
Further information on employee engagement is
included in the Corporate Governance Report on
pages 80 to 81.
Remuneration in context
Performance during the year has remained resilient
and strategically significant despite continued
economic volatility and an evolving regulatory
landscape affecting the UK soft drinks sector. As the
Company celebrated its 150th anniversary, the Group
successfully launched its new Growth strategy (set out
in the Strategic Report on pages 1 to 69) and
significantly diversified the portfolio through three
strategic acquisitions, delivering robust financial
results and margin improvement. In this context, the
Committee has considered the experiences of key
stakeholders over the year, as well as overall Group
performance, when making executive remuneration
decisions in respect of 2025/26 and the forthcoming
financial year.
Below is a summary of the key performance and
stakeholder factors that drove the Committee’s
remuneration outcomes this year:
Financial resilience and performance
• Profitable growth: Revenue increased by 4% to
£437.3m, demonstrating the continued strength of
our core brands.
• Target delivery: Profit before tax was on target
for the purposes of the annual bonus assessment.
• Balance sheet strength: Ending the year with a
strong net cash position provided financial
flexibility to support both our dividend policy and
continued investment in the business.
Shareholder alignment and value creation
• Returns to shareholders: We maintained our
commitment to returns with a proposed final
dividend of 15.27p, which would bring the total
dividend for the year* to 18.71p.
• Long-term value: The share price increased by
c.10% over the year. This sustained growth,
alongside cumulative EPS of 117.89p (significantly
exceeding our maximum three-year target of
107.88p), was the primary driver behind the
93.1% vesting level of the 2023 LTIP awards.
Employee experience and fairness
• Pay alignment: A key driver for the Committee
was ensuring executive remuneration remained
proportionate to the wider workforce.
Accordingly, we aligned the Chief Executive
Officer’s salary increase with the average
employee award of 3% and successfully
completed the transition of all executive director
pension contributions to the 8% rate available to
all employees.
• Engagement and wellbeing: Employee
engagement scores increased to 81%, exceeding
the industry average. The Committee noted that
2024/25 bonuses were paid across the Group,
ensuring that the rewards for a successful year
were felt at every level of the organisation.
• Supporting our People: We continued to
evolve our flexible working and mental wellbeing
frameworks, ensuring our remuneration and
benefits packages remain competitive and
supportive in a challenging cost-of-living
environment.
Strategic Execution and Customer Focus
• Market-Leading Brand Growth: We delivered
significant momentum across the portfolio, notably
with Rubicon Sparkling growing 71% in value over
the last five years and Boost establishing itself as
the #2 and fastest-growing sports drink brand in
the market (Source: Circana 52 weeks to 10 Jan
2026).
• Operational Excellence: Management’s ability
to maintain high product availability and service
levels amidst market volatility and while
simultaneously delivering major asset replacement
and expansion programmes at both manufacturing
sites was a key driver in the Committee’s
assessment of individual strategic objectives,
which paid out at c.85% of maximum.
Pay for performance in 2025/26
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 remuneration and believes that variable pay
should only be earned for achievement against
stretching targets.
Achievement against annual bonus targets
– on-target payout in respect of 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 £65.0m to
£73.3m reflected the ambitions for growth of the
business. The executive directors delivered steady
growth in revenue and achieved PBT for bonus
purposes of £69.2m, which means that the executive
directors will receive 50% of the PBT portion of the
bonus. The PBT for bonus purposes outturn includes
£3.4m of adjustments made from Adjusted PBT*
related to (a) the unbudgeted profit or loss from
businesses acquired during the year (Innate-Essence
& Frobishers) and (b) unbudgeted costs related to a
change to the expected operation of the Extended
Producer Responsibility (EPR) scheme. These
adjustments were made to ensure that the bonus
scheme operated as intended in line with the original
targets set.
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 executive director’s individual
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 individual strategic objectives and
agreed to award the executive directors between
85% and 86% 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 71.3% to 71.5% of the
maximum bonus available of 125% of salary.
Further details of bonus awards can be found on
pages 100 to 101.
Achievement against LTIP targets
– 2023 LTIP awards vest in part
The 2023 LTIP awards were assessed cumulatively
over the following three financial 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%.
• EPS: The cumulative EPS over the three financial
years ended 31 January 2026 was 117.89p,
compared to the EPS target range set in April
2023 of 97.7p to 107.88p. As a result, the EPS
element of the LTIP will vest in full at 100% of the
total opportunity in April 2026.
• TSR: In respect of TSR, the Company delivered a
TSR over the assessed period which was in the
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A.G. BARR p.l.c. Annual Report and Accounts 2026
67.9 percentile rank of the agreed peer set of
companies in the FTSE 250. As a result, the TSR
element of the LTIP will vest at 77.1% of the total
opportunity in April 2026.
• Environmental Sustainability: In respect of the
environmental sustainability target (carbon
tonnes), the Company produced 4,266 carbon
tonnes over the performance period, relative to a
target range of 4,793 to 4,337. As a result, the
environmental sustainability element of the LTIP
will vest at 100% of the total opportunity in
April 2026.
Overall, 93.1% of the 2023 LTIP award will vest on
the three-year anniversary of the award in April 2026.
Further details can be found on pages 101 to 102.
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,
and therefore no discretion has been applied to the
outcomes. The performance of the Group has been
resilient with robust leadership from the executive
management 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 2025/26
Set out below are the other decisions made during
the year in respect of remuneration.
2025/26 Base salary increases
The Committee reviewed the executive director
salaries during the year. As disclosed in last year's
Annual Report on Remuneration:
• Euan Sutherland: Awarded a 3% salary increase
effective from 1 April 2025, which was in line
with the average increase granted to the wider
workforce.
• Stuart Lorimer: Awarded a 3% annual pay
award plus a further 13.3% exceptional salary
increase effective from 1 April 2025. As detailed
in last year's Annual Report on Remuneration,
following consultation with shareholders this
increase reflected his expanded role and
responsibilities as Chief Finance and Operating
Officer, closing a significant gap to the market.
2025/26 Pension alignment
Effective 1 April 2025, the Chief Finance and
Operating Officer’s pension contribution was
reduced from 24% to 8%, aligning fully with the rate
available to the wider workforce and the rate received
by the Chief Executive Officer.
2025/26 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 April 2025 at a value equal to
150% of base salary to both executive directors,
consistent with the normal maximum opportunity
under the existing Policy. These awards will be
assessed over the three-year vesting period using the
performance metrics of EPS (60%), TSR (30%) and
Environmental Sustainability (10%). Further details on
the performance ranges can be found on page 102.
Looking forward – implementation of
new Policy for 2026/27
Set out below are the decisions anticipated to be
made during 2026/27 in implementing the new
Policy (subject to shareholder approval).
2026/27 Base salary increases
Effective from 1 April 2026, the executive directors
will receive a salary increase of 3%, in line with the
average salary increases for the wider workforce.
Further details can be found on page 99.
2026/27 Pension contributions
Pension contributions for all executive directors will
continue to be aligned with the contribution available
to the wider workforce (currently 8% of salary).
Further details can be found on page 103.
2026/27 Annual bonus
The Committee intends to operate the bonus scheme
for the 2026/27 financial year in line with the new
Policy and the updated Annual Bonus Plan rules (both
subject to shareholder approval at the 2026 AGM).
• Quantum: In line with the new Policy, the
maximum award for the Chief Executive Officer
will increase to 150% of salary. The maximum
award for the Chief Finance and Operating
Officer will remain at 125% of salary for 2026/27.
• Metrics: In line with the new Policy, awards will
be subject to a combination of Adjusted PBT*,
Net Revenue, Return on Capital Employed (ROCE)
and individual strategic objectives.
• Deferral: In line with the new Policy, 50% of any
bonus earned will be deferred into shares for two
years (reduced to 25% if the director’s
shareholding guideline is met). Subject to the
approval of the new Annual Bonus Plan rules,
these deferred awards may be granted as nil-cost
options or conditional shares.
Details of bonus and performance measure
weightings are provided on page 101. As a primarily
UK-centric business operating in a highly
concentrated and competitive drinks sector,
disclosing our specific forward-looking financial and
strategic targets would provide our direct UK
competitors with undue insight into the Company’s
forecasts, pricing, and other strategies, which the
Board considers confidential. They will therefore be
disclosed retrospectively in the next Annual Report on
Remuneration for the 2026/27 financial year.
2026/27 LTIP
In line with the previous year, the Committee intends
to grant LTIP awards at a maximum opportunity of
150% of base salary in April 2026. 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 relevant
measure of long term performance. In setting the EPS
targets, the Committee noted that the overall impact
of the future UK Deposit Return Scheme (DRS)
remains challenging to accurately assess and
incorporate within the targets at this stage. As such,
the EPS targets have been set specifically excluding
any future impact of the introduction of any UK DRS.
The Committee has resolved to monitor the impact of
any UK DRS post its implementation with the
expectation that the EPS targets set in 2026 will be
considered ahead of the vesting period. This will
enable any tangible UK DRS impact to be considered
and potentially included in the 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 actively incentivise
management to drive growth in shareholder earnings.
Details of the EPS targets set for the 2026 LTIP
awards are considered commercially sensitive. Given
our focus on the UK market and the competitive
nature of the manufacturing landscape, the Board
believes that disclosing these longer-term targets at
this time would provide competitors with confidential
insight into our strategic growth forecasts and
commercial priorities. They will therefore be
disclosed next year in the Annual Report on
Remuneration for the 2026/27 financial year. TSR is
a relative performance measure which creates strong
alignment between the executive directors and
shareholders. As for the LTIP awards granted in
2025, 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 continues to believe that
Environmental Sustainability is important to the long
term success of the business and the executive
directors’ remuneration should be directly linked to
their performance in this area. Consistent with the
LTIP awards granted in 2025, the Environmental
Sustainability performance of the Company will
feature as a performance metric for the 2026 LTIP
awards based on environmental sustainability targets.
Details of the 2026 LTIP awards are provided on
pages 102 to 103.
DIRECTORS' REMUNERATION
REPORT CONTINUED
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Financial StatementsGovernance ReportStrategic Report
2026/27 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
growth 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.
As disclosed in last year's Annual Report on
Remuneration, the Board commenced a process to
narrow the significant gap between the fees for the
Chair, non-executive directors, and additional fees for
chairing sub-committees with fee levels in the market
for businesses of similar size and complexity. The
Board and Committee determined, following
shareholder consultation, that the respective increases
should be phased over a number of years to
moderate the size of the increase in any one year.
Effective 1 April 2026, the interim Chair’s fee and the
base fees for non-executive directors will be
increased by 4.8% and 8.2%, respectively. Whilst this
increase is above the average increase awarded to
the wider workforce, it positions the Company’s fees
more in line with a level appropriate for the size and
complexity of the business and the expectations of
the roles of our interim Chair and non-executive
directors. As the Board progresses its search for a
permanent Chair, the fee for this role will be kept
under review.
I look forward to your support at the upcoming AGM.
Louise Smalley
Chair of the Remuneration Committee
31 March 2026
* Items marked with an asterisk are non-GAAP measures.
Definitions and relevant reconciliations are provided in
the Glossary on pages 191 to 194.
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Annual report on remuneration
Single figure table – audited information
The aggregate remuneration provided to directors who have served as directors in the financial year 2025/26 is set out below, along with the aggregate remuneration provided to such directors for the financial year
2024/25. No malus or clawback provisions were applied during financial year 2025/26.
Director
Jan 26
Salary/
fees
£'000
Jan 25
Salary/
fees
£'000
Jan 26
Benefits
£'000
Jan 25
Benefits
£'000
Jan 26
Bonus^
£'000
Jan 25
Bonus^
£'000
Jan 26
Long term
incentives
£'000
Jan 25
Long term
incentives
£'000
Jan 26
Pension
£'000
Jan 25
Pension
£'000
Jan 26
Total fixed
remuneration
£'000
Jan 25
Total fixed
remuneration
£'000
Jan 26
Total
variable
remuneration
£'000
Jan 25
Total
variable
remuneration
£000
Jan 26
Total
remuneration
£'000
Jan 25
Total
remuneration
£'000
Executive
Euan Sutherland* 666 488 32 163 476 611 – – 47 34 745 685 476 611 1,221 1,296
Stuart Lorimer** 420 367 16 20 299 346 678 662 38 77 474 464 977 1,008 1,451 1,472
Non-executive
Mark Allen OBE*** 196 172 – – – – – – – – 196 172 – – 196 172
Julie Barr 57 55 – – – – – – – – 57 55 – – 57 55
Susan Barratt**** 73 57 – – – – – – – – 73 57 – – 73 57
Zoe Howorth 62 57 – – – – – – – – 62 57 – – 62 57
Louise Smalley^^ 68 61 – – – – – – – – 68 61 – – 68 61
Nick Wharton 67 63 – – – – – – – – 67 63 – – 67 63
Dr Rohit Dhawan^^^ 29 – – – – – – – – – 29 – – – 29 –
Total 1,638 1,320 48 183 775 957 678 662 85 111 1,771 1,614 1,453 1,619 3,224 3,233
* Euan Sutherland was appointed to the Board on 1 May 2024. The quantum change primarily reflects the comparison between his part-year remuneration in 2024/25 and his full-year remuneration in 2025/26.
** Stuart Lorimer's increase in salary reflects the annual pay award plus the exceptional adjustment for his expanded role as Chief Finance and Operating Officer effective 1 April 2025.
*** Mark Allen OBE resigned as Chair on 15 January 2026. The remuneration above was paid in respect of his services to that date.
**** Susan Barratt was appointed Interim Chair of the Board and Chair of the Nomination Committee on 15 January 2026. Her fees for 2026 include the additional fees for these responsibilities for the final portion of the year.
^ The bonus figure includes the deferred portion of bonus in shares, earned for the 2024/25 and 2025/26 financial years.
^^ Louise Smalley was appointed Senior Independent Director (SID) on 15 January 2026. Her fees for 2026 include the additional SID fee for the final portion of the year.
^^^ Dr Rohit Dhawan was appointed to the Board on 29 July 2025. The remuneration above was paid in respect of his services from that date. No prior year comparison is available.
The figures in the single figure table on the above are derived from the following:
(a) Salary and fees: The amount of salary/fees received in the year.
(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 112.
(c) Bonus: A description of the annual bonus in respect of the year, and the Group and personal performance against which the bonus payout was determined is provided on pages 100 to 101.
(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 112.
(e) Pension: The pension figure includes pension cash alternatives equal to the executive directors’ contractual pension provision.
Further details of pension benefits are set out on page 103.
DIRECTORS' REMUNERATION
REPORT CONTINUED
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Financial StatementsGovernance ReportStrategic Report
Individual elements of remuneration
Base salary and fees
Base salaries for individual executive directors for the year and for the following year are set out in the table below:
Executive director
Base salary
effective as at
1 April 2025
£'000
Base salary
effective as at
1 April 2026
£'000
Increase
%
Euan Sutherland 670 690 3.0%
Stuart Lorimer 430 443 3.0%
As disclosed in the 2024/25 Annual Report on Remuneration, the Board commenced a process to narrow the significant gap between the fees for the Chair, non-executive directors, and
additional fees for chairing sub-committees with fee levels in the market for businesses of similar size and complexity. The Board and Committee determined, following shareholder
consultation, that the respective increases should be phased over a number of years to moderate the size of the increase in any one year.
Effective 1 April 2026, the interim Chair’s fee and the base fees for non-executive directors will be increased by 4.8% and 8.2%, respectively. Whilst this increase is above the average
increase awarded to the wider workforce, it positions the Company’s fees more in line with a level appropriate for the size and complexity of the business and the expectations of the roles
of our interim Chair and non-executive directors. As the Board progresses its search for a permanent Chair, the fee for this role will be kept under review.
Non-executive director Fee
Fees effective
as at 1 April 2025
£'000
Fees effective
as at 1 April
2026
£'000
Increase
%
Chair of the Company 210 220 4.8%
Basic fee 57 62 8.2%
Additional fee for chairing Audit and Risk Committee 10 13 30.0%
Additional fee for chairing Remuneration Committee 10 13 30.0%
Additional fee for chairing ESG Committee 5 7 40.0%
Additional fee for Senior Independent Director 10 11 10.0%
Benefits – audited information
The benefits figure for each of the Executive Directors is detailed as follows:
Year ended 31 January 2026
Executive director
Travel costs
£000
Car and
fuel benefit
£'000
Other^
£'000
AESOP Awards
£'000
Total
£'000
Euan Sutherland* 4 24 3 1 32
Stuart Lorimer – 13 2 1 16
Total 4 37 5 2 48
* The Company will meet the cost of Euan Sutherland’s travel expenses from Scotland to the south of England up to 30 April 2026.
^ 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 £2,264 for the period.
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DIRECTORS'
REMUNERATION
REPORT
CONTINUED
Annual Bonus – audited information
The maximum annual bonus award opportunity for each executive director in respect of the 2025/26 financial year 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. In assessing the bonuses to be awarded, the Committee decided to adjust the profit outturn
for the year by £3.4m in relation to (a) the unbudgeted profit or loss from businesses acquired during the year (Innate-Essence & Frobishers) and (b) unbudgeted costs related to a change to
the expected operation of the Extended Producer Responsibility (EPR) scheme. These adjustments were made to ensure that the bonus scheme operated as intended in line with the original
targets set.
The executive directors earned a total of £0.78m as annual bonus for the year, representing 71.5% of Euan Sutherland’s salary and 71.3% of Stuart Lorimer’s salary.
It is intended that the new enhanced approach to bonus deferral will apply to those outcomes. As such, 50% of the bonus will be deferred for Euan Sutherland, and 25% of the bonus will
be deferred for Stuart Lorimer, into shares for two years and subject to malus and clawback provisions.
The outcome for the annual bonus against 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 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
PBT for bonus purposes £65.0m £69.2m £73.3m £69.2m 80% 50%
Individual strategic objectives for the 2025/26 financial year 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 2025/26 financial year and the Committee’s determination of performance against them is set out in the table below.
The 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 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 Payout
Euan Sutherland 20% 17%
Successful Leadership and Executive Committee Transition – Achieved
Performance Focused Culture Transformation – Partially Achieved
Successful Integration of FUNKIN and MOMA – Partially Achieved
Major Project Delivery – Partially Achieved
Deliver Value Enhancing M&A and Innovation Programmes – Achieved
No Time To Waste Deliverable – Achieved
Stuart Lorimer 20% 17%
Protect the Business – Governance and Risk Framework – Achieved
Performance Focused Culture Transformation – Partially Achieved
Continual Improvement of Finance Functional Support – Achieved
Personal Leadership – Achieved
Major Project Delivery – Partially Achieved
Enhance Organisational Productivity – Partially Achieved
No Time To Waste Deliverable – Achieved
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Financial StatementsGovernance ReportStrategic Report
Annual bonus for 2026/27
For the 2026/27 financial year, the Committee intends to operate the annual bonus under the new Policy and Annual Bonus Plan rules, subject to their approval at the 2026 AGM. Under
this new framework, the bonus will be assessed against a broadened scorecard of metrics designed to support the Company's long-term growth strategy. Performance will be measured
against a combination of Adjusted PBT* (40% weighting), Net Revenue (20% weighting), and Return on Capital Employed (ROCE) (20% weighting), alongside individual strategic
objectives (20% weighting). Performance targets will be set at stretching levels. The actual performance targets are not disclosed as they are considered to be commercially sensitive at this
time. In a mature and geographically focused market like the UK soft drinks industry, the Board considers that such disclosure would result in a clear commercial disadvantage by giving
our closest competitors insight into the Company’s forecasts and strategic priorities. The Committee remains committed to transparency and will continue to disclose how the bonus earned
relates to performance against the targets on a retrospective basis in next year’s Annual Report on Remuneration for the 2026/27 financial year. 20% of the maximum opportunity may be
earned for threshold performance, 50% of the maximum opportunity may be earned for target performance, and 100% of the maximum opportunity may be earned for maximum
performance, with a linear scale between each of these points.
Long term incentives – audited information
Awards vesting in respect of the financial period
LTIP awards granted in April 2023 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
performance for
period
Actual vesting (as
a % of maximum
for each measure)
Cumulative EPS for the period including 2023/24, 2024/25 and 2025/26 60% 86.6p 95.7p 117.89p 100%
TSR* for the period including 2023/24, 2024/25 and 2025/26 30% Median Upper quartile 68th percentile 77%
Science Based Target (carbon tonnes) for the period including 2023/24, 2024/25 and 2025/26 10% 4,793 4,337 4,266 100%
* 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 2023.
Details of LTIP awards vesting in respect of the financial period are set out below:
Year ended 31 January 2026
Executive director
Total shares
Number
Vesting
%
Shares awarded*
Number
Share price**
£
LTIP Value
£'000
Stuart Lorimer 106,251 93.1% 105,804 6.41 678
* Shares vesting under the LTIP for the 2025/26 financial year include dividend equivalents from the award date for the director.
** The long term incentives figure for the 2025/26 financial year has been valued using the average closing share price for the three months ended 31 January 2026 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 2026.
An estimate of the amount of LTIP awarded in April 2023 attributable to the change in share price over the vesting period is set out below:
Executive director
Share price
appreciation
£'000
Stuart Lorimer 147
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DIRECTORS'
REMUNERATION
REPORT
CONTINUED
Year ended 25 January 2025
Executive director
Total shares
Number
Vesting
%
Shares awarded*
Number
Share price**
£
LTIP Value
£'000
Stuart Lorimer 95,187 100% 101,190 6.54 662
* Shares vesting under the LTIP for the 2024/25 financial year include dividend equivalents from the award date for the director.
** The long term incentives figure for the 2024/25 financial year has been restated to reflect the market value of the shares that vested on 8 April 2025 as at that date. The long term incentives figure for the 2024/25 financial year set out in the
2024/25 Annual Report on Remuneration used the average closing share price for the three months ended 25 January 2025 as an estimate of the market value of those shares.
Awards granted during the financial period – audited information
On 28 April 2025, during the 2025/26 financial year, the following LTIP awards were granted equating to 150% of salary:
Executive director Type of award
Number
of shares
Share price at
grant date
Market value at
grant date
£'000
% of award vesting
at threshold
Performance
period years
(ends 29 January
2028)
Euan Sutherland LTIP awarded - nil cost option 148,557 676p 1,004 20.0% 3
Stuart Lorimer LTIP awarded - nil cost option 95,414 676p 645 20.0% 3
The share price at grant was £6.76, which is the five day average of the middle-market closing share prices preceding 28 April 2025 rounded down.
The salary used in the calculation of the executive director’s LTIP award was their respective salaries as at 1 April 2025. Vesting of the LTIP awards granted in the 2025/26 financial year
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 2025/26, 2026/27 and 2027/28 60% 143.00p 156.86p
TSR* for the period including 2025/26, 2026/27 and 2027/28 30% Median Upper quartile
Science Based Target scope 1&2 (carbon tonnes) for the period including 2025/26, 2026/27 and 2027/28 10% 4,946 4,047
* 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.
Long term incentives for 2026/27
In line with the new Policy (subject to shareholder approval at the 2026 AGM), LTIP awards granted in 2026 will be granted with a maximum opportunity of 150% of base salary for the
executive directors, consistent with the grant levels made in 2025.
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 the financial years 2026/27, 2027/28 and 2028/29.
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Financial StatementsGovernance ReportStrategic Report
Vesting Schedule:
20% of the maximum award will vest for achieving threshold performance.
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.
Performance Measures:
EPS (60%): EPS is a key performance indicator for the Company and shareholders. As noted previously, the EPS targets have been set specifically not taking into account the future
impact of the introduction of any UK DRS.
The Committee has resolved to monitor the impact of any UK DRS post-implementation, with the expectation that the EPS targets set in 2026 will be considered ahead of the vesting period
to ensure they remain appropriate.
The EPS performance targets are considered commercially sensitive at this time. As a primarily UK-centric business, the Board considers that disclosing these targets would provide our
closest competitors with undue insight into the Company’s longer-term forecasts and strategic priorities. These targets will be disclosed retrospectively in next year’s Annual Report on
Remuneration.
TSR (30%): 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). Threshold payout is set in line with median performance
versus the peer group.
Environmental Sustainability (10%): The Environmental Sustainability performance measure will continue to be based around the Group’s "No Time To Waste" programme.
Reflecting the Committee’s commitment to increased transparency, and marking a change from previous years, the Committee has determined that the targets for this measure should
be disclosed prospectively.
The Environmental Sustainability targets for the 2026 LTIP award are set out below*:
% linked to award
Threshold vesting
at 20% of the
maximum award
Maximum vesting
at 100% of the
maximum award
Science Based Target scope 1&2 (carbon tonnes) for the period including 2026/27, 2027/28 and 2028/29 10% 4,115 3,367
* During 2026/27, the Company’s 2023/24 baseline emissions and Science Based Targets will be recalculated to reflect corporate acquisitions made during 2025/26.
Total pension entitlements – audited information
Stuart Lorimer is a member of the AG Barr Retirement Plan. Both Executive Directors elect to take their pension contribution as a cash supplement. The Chief Executive Officer received a
cash supplement of 8% of salary in line with the wider workforce over the financial year. Effective 1 April 2025, the Chief Finance and Operating Officer’s pension contribution was
reduced from 24% to 8%, fully aligning it with the rate available to the wider workforce.
Year ended 31 January 2026
Executive director
Pension cash
equivalent
£'000
Total
£'000
Euan Sutherland 47 47
Stuart Lorimer 38 38
Total 85 85
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DIRECTORS'
REMUNERATION
REPORT
CONTINUED
Payments to past directors – audited information
Roger White and Jonathan Kemp stepped down from the Board on 30 April 2024 and 31 May 2024 respectively. Details of awards that vested to them during 2025 are set out below. The
number of shares vested includes dividend equivalent shares and, in respect of LTIP awards, are time prorated.
Roger White
Type of award
Number of shares
vested Date of vest
Share price at date
of vest
£
Value of shares at
date of vest
£'000
2022 LTIP 122,507 08/04/25 6.54 402
Jonathan Kemp
Type of award
Number of shares
vested Date of vest
Share price at date
of vest
£
Value of shares at
date of vest
£'000
2022 LTIP 77,086 08/04/25 6.54 252
Payments for loss of office – audited information
No payments were made to directors for loss of office in the year.
Statement of directors’ shareholding and share interests – audited information
Under the Policy in place for the 2025/26 financial year the Chief Executive Officer, Euan Sutherland, is required to build and hold a shareholding equal to 200% of base salary. The
Chief Finance and Operating Officer, Stuart Lorimer, is required to build and hold a shareholding equal to 150% 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 payout after tax to purchase shares in the Company. The full
policy is disclosed in the Policy approved by shareholders at the 2023 AGM.
Note: Subject to shareholder approval of the new Policy and Annual Bonus Plan rules at the 2026 AGM, the mechanism for building shareholding will change. Under the new Policy, 50%
of any bonus earned will be compulsorily deferred into shares. Once the shareholding guideline is met, this deferral requirement will reduce to 25%.
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 2025/26 financial year, with a shareholding equal to 24% of base salary as at
31 January 2026. Stuart Lorimer met the 150% base salary requirement applicable for the 2025/26 financial year, with a shareholding equal to 355% of base salary as at 31 January 2026.
The interests of each executive director as at 31 January 2026 (including those held by their connected persons) are as set out below. There were no changes to these interests between
31 January 2026 and 30 March 2026 with the exception of the following changes:
• an increase in Euan Sutherland’s holding of 66 shares; and
• an increase in Stuart Lorimer’s holding of 66 shares.
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Financial StatementsGovernance ReportStrategic Report
Unvested
Director Type Owned outright
Exercised during
the year
Subject to
performance
conditions
Not subject to
performance
condition
Total at 31 January
2026
Executive
Euan Sutherland Shares 12,741 – – – 12,741
LTIP share options – – 320,514 – 320,514
SAYE options – – – 5,064 5,064
Deferred bonus held in shares – – – 11,990 11,990
AESOP matching shares – – – 150 150
Stuart Lorimer Shares 223,717 – – – 223,717
LTIP share options – (95,187) 299,498 – 299,498
SAYE options – – – 3,635 3,635
Deferred bonus held in shares – – – 15,677 15,677
AESOP matching shares – – – 1,523 1,523
Shares – connected persons' holding* – – – – 938,503
Non-executive
Julie Barr Shares 1,671,964 – – – 1,671,964
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; any shares retained
during the year following the exercise of LTIP awards; SAYE options; and the release of shares for deferred bonus. 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.
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
share/share
options
Euan Sutherland 12,891 11,990 320,514 5,064 350,459
Stuart Lorimer 225,240 15,677 299,498 3,635 544,050
There were no shares vested and unexercised as at 31 January 2026.
The following sections of the Annual Report on Remuneration are not subject to audit.
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Performance graph and table
The graph adjacent 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.
Chief Executive Officer remuneration for previous ten years
The table below presents details of total remuneration, annual bonuses, and LTIP vesting for
the Chief Executive Officer over the past ten financial years.
For the year ended 31 January 2026, the figures relate to Euan Sutherland.
For the prior year ended 25 January 2025, separate figures are provided to reflect the
transition in leadership between Roger White (served until 30 April 2024) and Euan
Sutherland (appointed 1 May 2024). Figures for financial years prior to 2024/25 relate to
Roger White.
DIRECTORS'
REMUNERATION
REPORT
CONTINUED
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
50
100
150
200
A.G. BARR FTSE 250 Ex.Investment Trusts
Total Shareholder Return
Total
remuneration
£'000
Annual bonus as a
% of maximum
opportunity
LTIP as a % of
maximum
opportunity
Euan Sutherland
Year ended 31 January 2026 1,221 71.5% N/A**
From 1 May 2024 to 25 January 2025 1,296 94.0% N/A**
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%
* 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.
** Euan Sutherland did not participate in the LTIP awards vested in respect of these years as they were granted prior to his appointment.
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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 30 January 2022 through to the pay for the year ended
31 January 2026 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 31 January 2026 but excludes executive and non-executive directors.
Salary
Jan 26
Benefits
Jan 26
Annual
bonus
Jan 26
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
Euan Sutherland** 36.5% (80.4%) (22.1%) 100.0% 100.0% 100.0% –% –% –% –% –% –% –% –% –%
Stuart Lorimer*** 14.4% (20.0%) (13.6%) 4.0% 17.6% (17.6%) 3.8% (5.60%) 32.1% 1.5% –% (22.8%) 19.5% (30.8%) 100.0%
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%
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%
Mark Allen OBE**** 14.0% –% –% 4.2% –% –% 16.2% –% –% 389.7% –% –% 100.0% –% –%
Julie Barr 3.6% –% –% 34.1% –% –% 100.0% –% –% –% –% –% –% –% –%
Susan Barratt^ 28.1% –% –% 3.6% –% –% 3.8% –% –% 1.9% –% –% 7.4% –% –%
Zoe Howorth 8.8% –% –% 7.5% –% –% 10.4% –% –% 65.5% –% –% 100.0% –% –%
David Ritchie –% –% –% (65.6%) –% –% 3.4% –% –% 1.7% –% –% 6.6% –% –%
Louise Smalley^^ 11.5% –% –% 69.4% –% –% 100.0% –% –% –% –% –% –% –% –%
Nick Wharton 6.3% –% –% 3.3% –% –% 3.4% –% –% 1.7% –% –% 10.4% –% –%
Dr Rohit Dhawan^^^ 100.0% –% –% –% –% –% –% –% –% –% –% –% –% –% –%
Wider workforce^^^^ 3.5% –% 11.9% 4.2% –% (2.0%) 5.0% –% 40.3% 3.0% –% (32.8%) 1.8% –% 199.0%
* The annual percentage change in salary is calculated by reference to actual salary paid for the 2025/26 financial year compared to the 2024/25 financial year.
** Euan Sutherland was appointed to the Board on 1 May 2024. The percentage change reflects the comparison between his part-year remuneration in 2024/25 and his full-year remuneration in 2025/26.
*** Stuart Lorimer's increase in salary reflects the annual pay award plus the exceptional adjustment for his expanded role as Chief Finance and Operating Officer effective 1 April 2025.
**** Mark Allen OBE resigned as Chair on 15 January 2026. The percentage change reflects his service until that date compared to a full prior year.
^ Susan Barratt was appointed Interim Chair of the Board and Chair of the Nomination Committee on 15 January 2026. Her fees for 2026 include the additional fees for these responsibilities for the final portion of the year.
^^ Louise Smalley was appointed Senior Independent Director (SID) on 15 January 2026. Her fees for 2026 include the additional SID fee for the final portion of the year.
^^^ Dr Rohit Dhawan was appointed as non-executive director on 29 July 2025. No prior year comparison is available.
^^^^ Wider workforce salary changes are based on average % increase across the year. Bonuses are based on movement in annual bonuses accrued.
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DIRECTORS'
REMUNERATION
REPORT
CONTINUED
Chief Executive Officer Pay Ratio
The table below sets out the ratio of the Chief Executive Officer single total figure of remuneration for the 2025/26 financial year (as detailed on page 98) as a ratio of the equivalent
single figure for the lower quartile, median and upper quartile UK employee (calculated on a full-time equivalent basis).
Total pay ratio Method 25th percentile Median percentile 75th percentile
Year ended 31 January 2026 B 32:1 27:1 18:1
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 remuneration figures for the employee at each quartile were determined with reference to the 2025/26 financial year.
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 2025) 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 2025/26 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
2024/25 financial year bonuses (which were paid in the 2025/26 financial year) where the 2025/26 financial year data was not available at the last practical date before finalisation of
this Annual Report on Remuneration. This differs from the Chief Executive Officer, which reflects what is earned in the financial year. 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 £666,250 £1,220,924
25th percentile £31,373 £38,508
Median percentile £35,237 £45,203
75th percentile £55,003 £67,779
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 ratio has reduced for 2025/26
which primarily reflects the lower annual bonus out-turn for the Chief Executive Officer in 2025/26 compared to 2024/25, the fact that the Chief Executive Officer's 2024/25 total
remuneration included his one-off relocation allowance on appointment, and higher total pay and benefits for the quartile employees this year.
The Company 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.
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Financial StatementsGovernance ReportStrategic Report
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
25 January 2025
£'000
Year ended
31 January
2026
£'000 % change
Dividends 17,238 19,155 11.1%
Overall expenditure on pay 64,300 65,100 1.2%
The Remuneration Committee
The following directors were members of the Committee during the year: Louise Smalley (Chair), Susan Barratt, Zoe Howorth, Nick Wharton, Mark Allen OBE and Dr Rohit Dhawan.
Dr Rohit Dhawan was appointed to the Committee upon his appointment to the Board on 29 July 2025. Mark Allen OBE resigned from the Board and Committee on 15 January 2026.
Euan Sutherland and Julie Barr attended specific Committee meetings by invitation only. The Committee received assistance from the Company Secretary, who acts as secretary to the
Committee, and the Chief People Officer, who attended meetings regularly by invitation. Other members of management may also attend by invitation as required; however, no individual
is ever present when matters relating to their own remuneration are being discussed.
The Committee is required, in accordance with its terms of reference, to meet at least three times per year. The Committee met three 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 Committee reviews the remuneration trends, pay levels and employment conditions across the Group. The Committee is also responsible for determining the
remuneration of the Chair of the Board.
Workforce Engagement
The 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, Zoe Howorth. The topic regarding how executive director 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 year. 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 80 to 81.
Committee Performance Evaluation
The Committee carried out an externally facilitated review of its performance and effectiveness during the year. This review was led by James Littlefair of Clare Chalmers Ltd. The review
included a detailed and comprehensive evaluation of the performance and effectiveness of the Committee using written survey questionnaires with members of the Committee. 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 well, with no major issues
identified.
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Key activities in the year
Key activities of the Committee are shown below:
Policy and Consultation
• Conducted a comprehensive review of the existing Policy in preparation for its renewal at the 2026 AGM, ensuring continued alignment with the Company’s strategic priorities and
culture.
• Consulted extensively with major shareholders and met with each of the major proxy voting agencies to gather feedback on the proposed new Policy and Annual Bonus Plan rules.
• Continued to implement the existing Policy (approved at the 2023 AGM) for the duration of the financial year.
Fixed Pay and Broader Workforce
• Reviewed remuneration trends, pay levels and employment conditions across the Company to ensure fair and consistent reward practices.
• Reviewed and set annual salaries for the executive directors and executive committee, ensuring consistency with the increases awarded to the wider workforce.
• Reviewed and set the annual fee for the Chair of the Board.
Incentives and Target Setting
• Set stretching financial and strategic targets for the 2025/26 annual bonus for the executive directors and executive committee.
• Reviewed and approved the grant of LTIP awards to the executive directors and executive committee in April 2025.
• Considered and selected the performance measures and targets for the LTIP awards to be granted in the following financial year (2026/27).
Performance Assessment
• Reviewed achievement against targets and determined the appropriate level of payout for the 2025/26 annual bonus for the executive directors and executive committee in the context
of wider business performance.
• Reviewed performance against targets for the 2023 LTIP awards (vesting in 2026) and determined the vesting levels in the context of wider business performance.
• Received and reviewed status updates on in-flight LTIP awards.
Governance and Risk
• Reviewed the executive directors’ shareholdings against the Company’s shareholding guidelines.
• Reviewed the Directors’ Remuneration Report for the 2025/26 financial year and recommended it to the Board for approval.
• Reviewed market trends and corporate governance updates to ensure the Committee remained up to date with the evolving governance landscape and best practice.
• Reviewed and recommended updates to the Committee’s terms of reference to the Board for approval.
• Reviewed the Committee’s performance and effectiveness during the year, which was facilitated externally by Clare Chalmers Ltd
The terms of reference of the Remuneration Committee are available on the Company’s website, www.agbarr.co.uk.
DIRECTORS'
REMUNERATION
REPORT
CONTINUED
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External adviser
During the year, the 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 2025/26 financial year
PricewaterhouseCoopers LLP
(“PwC”)
Appointed by the Committee
in January 2022 following a
competitive tender process
Assistance with the review of the
Directors’ Remuneration Policy.
Assistance with the preparation of the
Directors’ Remuneration Report.
Attendance at Committee meetings.
Advice on market practice developments
in executive pay.
£90,000
Charged on a retainer and time/cost basis.
Consulting services to management.
The 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.
Statement of voting at last AGM
The following table sets out actual voting in respect of the resolutions to approve the 2024/25 Annual Report on Remuneration at the Company’s AGM on 23 May 2025 (‘2025 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 84,371,625 95.75% 3,749,439 4.25% 249,070
Approve Remuneration Policy 52,168,970 66.47% 26,321,892 33.53% 379,499
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DIRECTORS'
REMUNERATION
REPORT
CONTINUED
Additional information
Executive directors’ interests in the LTIP
The individual interests of the Executive Directors under the LTIP are as follows:
Executive director Date of award
At 25 January
2025
Number
Awarded
Number
Vested
Number
Lapsed
Number
At 31 January
2026
Number Exercisable from
Euan Sutherland
2 May 2024 171,957 – – – 171,957 2 May 2027
28 April 2025 – 148,557 – – 148,557 28 April 2028
Stuart Lorimer
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
28 April 2025 – 95,414 – – 95,414 28 April 2028
Roger White
8 April 2022 138,287 – (115,239) (23,048) – 8 April 2025
11 April 2023 154,362 – – – 154,362 10 April 2026
Jonathan Kemp
8 April 2022 72,513 – (72,513) – – 8 April 2025
11 April 2023 80,943 – – – 80,943 10 April 2026
Executive directors’ interests in the SAYE
The individual interests of the Executive Directors under the SAYE scheme are as follows:
Executive director
At 25 January
2025
Number
Granted
Number
Exercised
Number
Lapsed
Number
At 31 January
2026
Number
Option price
pence Exercisable from
Euan Sutherland – 5,064 – – 5,064 701 01/07/2030
Stuart Lorimer 3,635 – – – 3,635 510 01/07/2027
Approval
This report was approved by the Board and signed on its behalf by
Louise Smalley
Chair of the Remuneration Committee
31 March 2026
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Directors’ Remuneration Policy
This part of the report sets out the Company’s Directors’ Remuneration Policy (the “Policy”) which will be put to a shareholder vote at the 2026 AGM and, subject to shareholder approval,
will become effective for three years from the close of that meeting.
Whilst the Committee considers that the current remuneration structure remains broadly fit for purpose and supports the delivery of the Company’s strategy, some changes to the Policy
are proposed to ensure it remains competitive, in line with good governance and market practice, and supports the Company’s ability to recruit and retain key talent over the next Policy
period. This includes changes to levels of quantum and the operation of bonus deferral. Otherwise, the overall remuneration structure remains the same as that approved by shareholders
at the 2023 AGM. The Committee consulted with a number of our largest shareholders in order to explain our rationale and seek feedback on the proposals, and were pleased that the
majority of shareholders engaged were supportive of the proposals presented to them.
It is intended that the Policy remains in place for the full three-year period for which it is approved. However, the Committee reserves the right to review the Policy within that period, and if
it considers appropriate, to make changes with shareholder approval to ensure it remains strategically aligned and competitive.
Key changes to existing Policy
The table below highlights the key changes proposed in the new Policy presented to shareholders for approval at the 2026 AGM vs the Policy approved by shareholders at the 2023 AGM.
Element Proposed changes to current Policy and rationale
Annual bonus – quantum Increase maximum opportunity level to 150% of salary. For 2026, the maximum opportunity levels for the Chief Executive Officer and Chief Finance and
Operating Officer will be 150% and 125% of salary respectively. The current opportunity levels are at or, in the case of the Chief Executive Officer, below
the lower quartile of the FTSE 250 (excluding Financial Services). The changes to the maximum quantum levels provide the Committee with future flexibility
over the Policy period if required to recognise the performance of incumbents, their development in role, or to assist with recruitment. The proposed
maximum opportunity levels remain within market norms for a FTSE 250 company and the opportunity implemented for 2026 is aligned with market median
for the Chief Executive Officer and market lower quartile for the Chief Finance and Operating Officer.
Annual bonus – deferral Increase existing deferral level from 25% to 50% of any bonus paid. This will then reduce back down to the current policy level of 25% of any bonus paid
where the individual’s shareholding requirement has been met. This strengthens the headline bonus deferral whilst reflecting the flexibility introduced by the
Investment Association to ease bonus deferral where shareholding requirements have been met. Retaining a 25% level of deferral even if the shareholding
requirement has been met ensures that the Committee is able to operate malus and clawback in the unlikely circumstances that it is required.
This change also simplifies the relationship between bonus deferral and the shareholding requirement which currently includes a provision requiring
executives to purchase shares in addition to the current 25% level of deferral where the shareholding requirement has not been met. Increasing the headline
level of deferral to 50% of any bonus earned means that this additional requirement can be removed which helps simplify the Policy and bring it into line
with common practice in the FTSE.
Deferred bonus –
leaver treatment
The leaver provisions for the deferred bonus have been updated such that awards will normally lapse if a participant leaves 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. Currently a leaver would retain their deferred shares under a departure in most circumstances and so this change strengthens
the retentive features of the package and reflects a commitment to balancing the increased quantum set out above with enhanced protections for the
Company and our shareholders.
Annual bonus –
performance assessment
Introduce flexibility to pay up to 20% of maximum under the annual bonus for threshold performance (currently this is set at zero). This promotes consistency
with the level of threshold payout available under the LTIP and aligns with common market practice. Targets will continue to be set with a level of stretch such
that threshold payouts are only earned for an appropriate level of performance.
Long-term Incentive Plan The LTIP maximum opportunity level will remain at 200% of salary but the wording around only using the maximum in exceptional circumstances such as the
recruitment or retention of a senior employee has been removed. This provides the Committee with additional flexibility to use the headroom available over
the next three-year Policy cycle noting that a maximum of 200% of salary is now aligned with the market median of the FTSE 250 (excluding financial
services). The maximum award level for 2026 grants will remain at 150% of salary.
Shareholding requirements The shareholding requirements will remain unchanged, but the requirement to buy shares using funds from the annual bonus if the shareholding requirement
has not been met will be removed to reflect the increase in headline bonus deferral described above.
Chair & NED fees The Chair and NED fees policy will introduce the flexibility to pay a portion of fees in shares and makes it explicit that additional fees may be paid for
Committee membership. There is no change to the structure of Chair and NED fees for 2026.
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DIRECTORS'
REMUNERATION
REPORT
CONTINUED
Executive directors
The table below describes each of the elements of the remuneration package for the executive directors:
Element Purpose and link to strategy Operation Maximum opportunity Performance measures
Base salary Core element of fixed
remuneration, reflecting
the size and scope of
the role.
Purpose is to recruit
and retain directors of
the calibre required for
the Company.
Usually reviewed annually.
Salary levels are determined by the Remuneration Committee
taking into account a range of factors including:
• role, experience and individual performance;
• pay for other employees in the Group;
• prevailing market conditions; and
• external benchmarks for similar roles at comparable
companies.
Although there is no overall maximum,
salary increases are normally reviewed
in the context of the salary increases
across the wider Group.
The Remuneration Committee may
award salary increases above this level
to take account of individual
circumstances such as:
• increase in scope and
responsibility;
• increase to reflect the executive
director’s development and
performance in the role; or
• alignment to market level.
Not applicable.
Benefits Ensures the overall
package is competitive.
Purpose is to recruit
and retain directors of
the calibre required for
the Company.
Executive directors receive benefits in line with market practice,
which may include, for example, a car allowance or provision of a
company car, a biennial health check, private medical insurance,
life assurance and the ability to “buy” or “sell” holidays under the
Company’s flexible benefits plan.
Other benefits may be provided based on individual
circumstances. These may include, for example, relocation and
travel allowances.
Whilst the Remuneration Committee
has not set an absolute maximum on
the levels of benefits executive
directors receive, the value of the
benefit is at a level which the
Remuneration Committee considers
appropriate against the market and
provides a sufficient level of benefit
based on individual circumstances.
Not applicable.
Annual bonus Rewards performance
against annual targets
which support the
strategic direction of the
Group.
Awards based on performance against key financial and/or
strategic targets and/or the delivery of personal objectives.
Payout levels are determined by the Remuneration Committee
after the year end based on performance against those targets.
50% of any bonus earned will be deferred into shares (normally
in the form of nil-cost share options or conditional shares) for two
years. Where a Director has met their shareholding requirement,
25% of any bonus will be deferred for two years.
For financial metrics, for achievement of threshold performance
up to 20% of the maximum opportunity will be paid out, up to
50% will be paid out for on-target performance, and the full
maximum potential will pay out for maximum performance. For
non-financial or individual metrics, payments for threshold
performance will be up to 20% of the maximum payout, and the
full maximum potential will pay out for maximum performance.
Maximum bonus opportunity is 150%
of salary.
For 2026, the Chief Executive Officer’s
maximum annual bonus opportunity will
be 150% of salary. For the Chief
Finance and Operating Officer the
maximum annual bonus opportunity will
be 125% of 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.
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Element Purpose and link to strategy Operation Maximum opportunity Performance measures
Annual bonus
continued
The Remuneration Committee has discretion to amend the level of
bonus payout 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.
Malus and clawback provisions apply (see section below).
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 nil-cost options or conditional shares
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 discretion of the
Remuneration Committee.
For achievement of threshold performance 20% of the maximum
opportunity will vest.
There will usually be straight line vesting between threshold and
maximum performance.
As described on page 94, 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.
Malus and clawback provisions apply (see section below).
The Remuneration Committee has discretion to amend the level of
LTIP vesting if, in its judgement, any formulaic output does not
produce a fair result for either the executive director or the
Company, taking into account overall business performance.
The Remuneration Committee may make a dividend equivalent
payment (“Dividend Equivalents”) to reflect dividends that
would have been paid over the period from grant to vesting on
shares that vest. This payment may be in the form of additional
shares or a cash payment equal to the value of those additional
shares.
The maximum opportunity award level
is 200% of salary.
For 2026, the Executive Directors’
opportunity will be 150% of salary.
The vesting of awards is
subject to the satisfaction
of performance targets
set by the Remuneration
Committee.
The performance
measures are reviewed
regularly to ensure they
remain relevant but will
be based on key financial
and/or strategic and/or
total shareholder return
related measures. The
relevant metrics and the
respective weightings
may vary each year
based upon Company
strategic priorities.
Performance measures
and weightings will be set
out in the Annual Report
on Remuneration for the
relevant financial year,
typically including a split
of key financial and/or
strategic and/or total
shareholder return
related measures.
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DIRECTORS'
REMUNERATION
REPORT
CONTINUED
Element Purpose and link to strategy Operation Maximum opportunity Performance measures
All employee
share
schemes
To encourage all
employees to make a
long-term investment in
the Company’s shares in
a tax efficient way.
Executive directors are eligible to participate in a HMRC
tax-advantaged All-Employee Savings Related Share Option
Scheme (“SAYE”) under which they make monthly savings over a
period of three or five years linked to the grant of an option over
the Company’s shares with an option price which can be at a
discount to the market value of shares on grant.
Executive directors are also eligible to participate in a HMRC
tax-advantaged All-Employee Share Ownership Plan (“AESOP”).
The executive directors may participate in all sections of the
AESOP, being the partnership and matching shares section, the
free share section and the dividend share section.
Participation limits are those set
by the UK tax authorities from
time to time.
Not applicable.
Retirement
benefits
Purpose is to recruit and
retain directors of the
calibre required for the
Company. Provides
market competitive
post-employment benefits
(or cash allowance
equivalent).
Executive directors receive a contribution to a defined contribution
pension.
Executive directors may elect to take a cash allowance instead of
contributions into a pension plan.
The maximum annual pension
contribution is set to align with the level
available to the wider workforce. The
current maximum is set at 8% of salary
but the Committee reserves to right to
amend this in future years if there are
changes to the level of contribution
available to the wider workforce.
Not applicable.
Shareholding
guidelines
Purpose is to further align
the executive directors’
long-term interests with
those of shareholders.
During employment
The Chief Executive Officer and new executive directors must
retain all shares acquired under LTIP and deferred bonus awards
until the value of their shareholding is equal to 200% of gross
basic salary. The incumbent Chief Finance and Operating Officer
must retain all shares acquired under LTIP and deferred bonus
awards until the value of their shareholding is equal to 150% of
gross basic salary.
Until the relevant shareholding is acquired, the executive directors
may not, without Remuneration Committee approval, sell shares other
than to finance any tax liabilities arising from the vesting or release of
awards.
Post-employment
The Chief Executive Officer and new 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.
The incumbent Chief Finance and Operating Officer 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.
Not applicable. Not applicable.
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Malus and clawback
Malus provides the Committee with the right to cancel or reduce an unpaid or unvested award. Clawback provides the Committee with the right to require repayment of some or all
of an award.
Annual bonus: The cash bonus will be subject to malus up to the point it is paid and will be subject to clawback for a further two year period. Any deferred bonus will be subject to malus
up to the vesting date.
LTIP: The LTIP will be subject to malus up to the vesting date and will be subject to clawback for a further two years following the vesting date. The malus and clawback periods are
considered appropriate considering the risk profile of the business and market practice.
The Committee may seek to enact malus and/or clawback in the following circumstances:
• Discovery of a material misstatement resulting in an adjustment to the audited accounts;
• The assessment of a performance condition or information used to determine the number of shares subject to an award was based on error, or inaccurate or misleading information;
• Action or conduct of a participant which amounts to fraud or gross misconduct;
• Events or behaviour of a participant that have led to regulatory censure or reputational damage;
• Material failure of risk management; and
• Corporate failure.
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 or being a member 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. Fees may be paid wholly in cash or with a portion in shares.
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 Annual Report on Remuneration for the relevant financial year.
Where an employee (other than an executive director) of the Company sits on the Board in an individual capacity, the fee they receive as a director
shall be governed by this Remuneration Policy for non-executive director fees, but the Remuneration Policy does not apply to the pay and benefits they
receive as a result of their employment.
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DIRECTORS'
REMUNERATION
REPORT
CONTINUED
Explanation of performance metrics chosen and the target setting process
Purpose and link to strategy Approach of the Company
Selection Performance measures are selected to align to the Company’s strategy.
The annual bonus performance measures 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. Specifically, the financial measures ensure a focus on top line growth in combination with
profitability and returns generated for our shareholders.
The LTIP performance measures 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, but not limited to, 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 shareholders and a performance
measure aligned with Environmental Sustainability.
The Remuneration Committee retains the ability to adjust or set different performance measures and targets if events occur (such as a change in strategy, a
material acquisition and/or a divestment of a Group business, a change in prevailing market conditions, or a change in the regulatory environment) which
cause the Remuneration Committee to determine that the alternative or adjusted measures or targets are more suitable either for a defined period or for
the foreseeable future so that they achieve their original purpose. These factors may alternatively be taken into consideration when assessing the
performance outcome.
Setting targets 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, external
consensus forecasts, and the market environment. Full payment or vesting will only occur for what the Remuneration Committee considers to be stretching
performance.
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.
Performance assessment At the end of the period, performance against each relevant metric is assessed. Outcomes are calculated based on performance against each weighted
performance metric with each metric measured on a standalone basis.
Additionally, and in line with the UK Corporate Governance Code, 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.
Awards and options may be adjusted in the event of a variation of share capital in accordance with the Scheme rules.
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Discretion
The Committee will operate all incentive plans according to the rules and discretions contained therein to ensure that the implementation of the Remuneration Policy is fair, both to the
individual Director and to shareholders.
The discretions cover aspects such as:
• Selection of participants.
• Timing of grant and vesting of awards.
• Size of awards (subject to the policy limits).
• Choice of measures, weightings and targets.
• Determining level of payout or vesting based on an assessment of performance.
• Settlement of awards in cash or shares.
• Treatment of awards on termination of employment and change of control.
• Adjustment of awards in certain circumstances, e.g. changes in capital structure, demerger, special dividend, distribution or any other corporate event which may affect the current or
future value of an award.
• Adjustment of performance conditions in exceptional circumstances, including changes in regulation, provided the new targets are fair and reasonable and neither materially more or
less challenging than the original targets.
• Application of malus and/or clawback.
Any such use of discretion will be fully disclosed in the subsequent Annual Report on Remuneration and may, as appropriate, be the subject of consultation with the Company’s major
shareholders.
Policy for the remuneration of employees across the Group
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.
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.
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.
The rationale for the package offered will be explained in the following Annual Report on Remuneration.
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Element Proposed changes to current Policy and rationale
Salary The base salary of newly appointed executive directors will be set at an appropriate level in line with the Policy to recruit the best candidate based on their
skills, experience and current remuneration.
Benefits Newly appointed executive directors will be eligible to receive benefits in line with the Policy.
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.
Retirement benefits Newly appointed executive directors will be eligible to receive pension contributions (or cash in lieu) in line with the Policy.
Incentives Newly appointed executive directors will be eligible to participate in the annual bonus and LTIP as outlined in the Policy. The maximum annual opportunity
under the incentives is 350% of salary in line with the maximums available under the Policy. The Committee would only use this maximum to the extent it is
considered appropriate in the context of the appointment.
Where an executive is appointed part way through the year they may be eligible to participate in the incentives for that year. Any awards may be prorated
to reflect the remaining portion of the performance or vesting period. The performance conditions for these awards would normally align with the existing
awards, but the Committee may alter these if it considers appropriate in the context of the business strategy and the appointed individual.
Buyout awards 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 clawback provisions.
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.
Chair and NED fees 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.
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.
Non-executive directors are appointed for an initial period of three years, subject to annual re-election by shareholders in accordance with the UK Corporate Governance Code. Their
appointments are terminable by either the Company or the directors themselves upon three months’ notice without compensation.
Copies of the Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office.
DIRECTORS'
REMUNERATION
REPORT
CONTINUED
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Financial StatementsGovernance ReportStrategic Report
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 up to 12 months’ base salary (plus benefits in kind and pension
contributions at the discretion of the Remuneration Committee). The Company will have regard to the need to mitigate the costs for the Company, such
that payments may be reduced if departing executive directors secure alternative paid employment during the notice period.
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 Bonus 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 normal vesting date unless the Remuneration Committee decides they should vest at an earlier point for example on cessation of
employment. In either case, the extent to which an award vests will be determined by the Remuneration Committee. 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.
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 normal vesting date unless the Remuneration Committee decides they should vest at an earlier point for example on cessation of
employment. 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.
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.
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Where a buy-out award is made under the Listing Rules then the leaver provisions would be determined at the time of the award.
The Remuneration Committee reserves the right to make additional exit payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of
damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a director’s office or employment. In doing so,
the Remuneration Committee will recognise and balance the interests of shareholders and the departing executive director, as well as the interests of the remaining directors.
Where the Remuneration Committee retains discretion it will be used to provide flexibility in certain situations, taking into account the particular circumstances of the director’s departure
and performance.
Illustrations of application of Remuneration Policy
The charts below set out an illustration of the Policy for 2026/27 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
0
0
0
15%
0
32%
36% 31%
0
27%
36% 31%
100% 41% 28% 23%
Minimum Target Maximum Maximum
(with 50% share
price appreciation)
£777k
£1,915k
£3,363k
£2,846k
***Note for artworker***: When this year’s figures come in
for this chart, plot with the actual figures to get the stacks
and individual segments the right size, then re-type each
segment label as a % of total once chart is plotted.
0
0
0
16%
0
34%
39% 33%
0
24%
32% 27%
100% 42% 29% 24%
Minimum Target Maximum Maximum
(with 50% share
price appreciation)
£494k
£1,170k
£2,044k
£1,712k
***Note for artworker***: When this year’s figures come in
for this chart, plot with the actual figures to get the stacks
and individual segments the right size, then re-type each
segment label as a % of total once chart is plotted.
DIRECTORS'
REMUNERATION
REPORT
CONTINUED
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Four scenarios have been illustrated for each executive director:
Fixed pay Annual Bonus LTIP
Minimum performance Fixed elements of remuneration –
base salary, benefits and pension only.
No bonus. No LTIP vesting.
Performance in line with
expectations
Base salary is the forward looking salary (i.e.
the salary effective from 1 April 2026 and the
value for benefits has been calculated as per
the single figure table on page 98 (i.e. the
benefits for the 2025/26 financial year).
50% of maximum awarded for achieving target
performance (i.e. 75% of salary for the Chief
Executive Officer, 62.5% of salary for other
Directors).
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. 150% of salary for
the Chief Executive Officer, 125% of salary for
other Directors).
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).
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
When determining the Remuneration Policy and its implementation, the Committee engaged with the company’s largest shareholders and also reviewed best practice guidelines issued by
institutional investor bodies. The Committee were pleased that the majority of shareholders engaged with were supportive and aligned with the proposals that were presented to them. The
Committee took on board the feedback received when finalising the proposals and are confident that the final Policy is strongly aligned with the best interests of our shareholders. The
Committee continues to always be open to feedback from shareholders on our Remuneration Policy and remuneration arrangements, and commits to ensuring consultation with our largest
shareholders in advance of any significant changes to the Remuneration Policy or structure. The Committee continues to monitor trends and developments in corporate governance and
market practice to ensure the structure of executive remuneration remains appropriate.
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The directors present their report and the audited consolidated financial statements of the Group for the 53 weeks (2025: 52 weeks) ended 31 January 2026.
Strategic Report
The Companies Act 2006 requires the directors to present a review of the business during the year to 31 January 2026 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 69 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 72 to 86 and is incorporated by reference into this Directors’ Report.
Results and dividends
The Group’s profit after tax for the financial year ended 31 January 2026 attributable to equity shareholders amounted to £47.1m (2025: £39.7m).
An interim dividend for the current year of 3.44p (2025: 3.10p) per ordinary share was paid on 7 November 2025. In line with its progressive dividend policy, the Board has proposed a final dividend of 15.27p (2025 final
dividend: 13.76p) per ordinary share, which will be paid on 5 June 2026 if approved at the Company’s annual general meeting (‘AGM’) on 22 May 2026. 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 £73.1m (2025: £26.0m).
Directors
The following were directors of the Company during the financial year ended 31 January 2026 and to the date of this report:
• Susan Barratt
• Euan Sutherland
• Stuart Lorimer
• Julie Barr
• Dr Rohit Dhawan (appointed 29 July 2025)
• Zoe Howorth
• Louise Smalley
• Nick Wharton
• Mark Allen OBE (resigned 15 January 2026)
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.
Mark Allen OBE resigned from the Board on 15 January 2026. Susan Barratt, previously the Senior Independent Director, was appointed as Interim Chair of the Board with effect from 15 January 2026. The Board recognises
Susan’s extensive knowledge of the business and her leadership experience, which provide important continuity during the interim period while the search for a permanent successor is conducted. Louise Smalley succeeded
Susan Barratt as Senior Independent Director with effect from 15 January 2026. Louise brings significant governance experience to the role to support the Board's oversight. These changes follow the appointment of Dr Rohit
Dhawan as an independent non-executive director on 29 July 2025, who brings significant experience in digital innovation and data transformation to the Board.
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 2026 AGM.
Biographical details of the Board are set out on pages 70 to 71.
Data on the diversity of the Board and Executive Management as required by UK Listing Rule 6.6.6R(10) as at 31 January 2026 is set out below. Data is collected by self-disclosure directly from the individuals concerned.
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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% 2 4 66.7%
Women 4 50% 2 2 33.3%
Not specified/preferred not to say – – – – –
Ethnic background
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
White British or other White
(including minority-white groups) 7 87.5% 4 6 100%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British 1 12.5% – – –
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 36 and 37 of the Strategic Report.
As at 31 January 2026, the gender-related diversity targets set in the UK Listing Rules for the Board are met, with 50% of members being women and at least one senior Board position being held by a woman.
The Board is delighted to have welcomed Dr Rohit Dhawan to the Board during the year. His appointment brings significant experience in AI and digital transformation, further strengthening the Board's skill set while also
enhancing the ethnic diversity of the Board, reflecting the Group's commitment to broad representation at the highest level.
Appointments to the Board are made following a formal, rigorous and transparent process, facilitated by the Nomination Committee with the aid of external search consultancy firms.
On 2 February 2026, Usman Hamid joined the Executive Management team as Chief Digital and Technology Officer, bringing over 20 years of experience in technology strategy, data, and business transformation.
His appointment further enhances the ethnic diversity of our leadership, reinforcing our commitment to diverse representation at the highest management level.
Directors’ interests
Information regarding the directors’ interests in ordinary shares of the Company is provided in the Directors’ Remuneration Report on page 105. 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 31 January 2026 and 30 March 2026: an increase in Euan Sutherland’s holding of 66 shares, an increase in Stuart Lorimer’s
holding of 66.
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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 £2.2m (2025: £1.6m).
Political donations and political expenditure
No Group company made any political donations or incurred any political expenditure in the year (2025: £nil).
Post balance sheet events
Relevant post balance sheet events requiring disclosure are included in Note 32.
Employee engagement
Information on employee engagement is included in the Corporate Governance Report on pages 80 to 81 and the Strategic Report on pages 35 to 37.
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.
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.
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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 75 to 82. 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 31 January 2026, 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 11,193,393 9.9915% Indirect
FMR LLC 5,651,047 5.0443% Indirect
As at 30 March 2026, the Company had been notified under Rule 5 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules of the following interest in the Company’s ordinary share capital:
Number of shares % of voting rights Type of holding
Lindsell Train Limited 5,588,000 4.9980% Indirect
FMR LLC 5,651,047 5.0443% Indirect
Share capital
As at 31 January 2026, the Company’s issued share capital comprised a single class of ordinary shares of 4 1/6 pence each. All of the Company’s issued ordinary shares are fully paid up and rank equally in all respects.
The rights attaching to the shares are set out in the Articles. Note 28 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 on pages 195 to 205 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 31 January 2026, the Company had authority, pursuant to the shareholders’ resolution of 23 May 2025, to purchase up to 10% of its issued ordinary share capital. This authority will expire at the conclusion of the 2026
AGM. It is proposed that this authority be renewed at the 2026 AGM, as detailed in the Notice of AGM on pages 195 to 196.
As at 31 January 2026, Robert Barr Limited, as trustee of the Savings Related Benefit Trust and the All-Employee Share Ownership Plan Trust (the ‘RBL Trustee’), held 0.84% of the issued share capital of the Company in trust
for the benefit of the executive directors and employees of the Group. As at 31 January 2026, Equiniti Share Plan Trustees Limited (the ‘AESOP Trustee’) held 0.55% 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.
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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 2026 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 page 39 and pages 51 to 52. 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 44 to 51.
Financial risk management
Information on the exposure of the Group to certain financial risks and on the Group’s objectives and policies for managing each of the Group’s main financial risk areas is detailed in the financial risk management disclosure
in Note 26.
Contracts of significance
There were no contracts of significance as defined by UK 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 69 The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described in the Financial Review on pages 58 to 62.
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 69 of the Strategic Report.
Directors’ statement as to disclosure of information to auditor
So far as each director is aware, there is no relevant audit information (as defined by the Companies Act 2006) of which the Company’s auditor is unaware. Each director has taken all steps that ought to be taken by a director
to make themselves aware of and to establish that the auditor is aware of any relevant audit information.
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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 2026 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 31 January 2026. 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 2026 AGM will be held at 12.00 p.m. on 22 May 2026 at the offices of Shepherd and Wedderburn LLP, 1 West Regent Street, Glasgow, G2 1RW. The Notice of AGM is set out on pages 195 to 205 of this
report. A description and explanation of the resolutions to be considered at the 2026 AGM is set out on 197 to 205.
Recommendation to shareholders
The Board considers that all the resolutions to be considered at the 2026 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
31 March 2026
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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 United Kingdom adopted
international accounting standards. The directors have also chosen to prepare the parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law), including FRS 101 “Reduced Disclosure Framework”.
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 the parent Company financial statements, the directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and accounting estimates that are reasonable and prudent;
• State whether applicable UK Accounting Standards have been followed; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
In preparing the Group 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 of the financial reporting framework are insufficient to enable users to understand the impact of particular transactions, other events and
conditions on the entity’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.
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 70 to 71, confirm that, to the best of their knowledge:
• The financial statements, prepared in accordance with the relevant financial reporting framework, 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
31 March 2026 31 March 2026
STATEMENTS OF DIRECTORS' RESPONSIBILITIES
IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS
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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 31 January 2026 and of the group’s profit for the 53 week period 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 Generally Accepted Accounting Practice, including Financial Reporting
Standard 101 Reduced Disclosure Framework; 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 cash flow statement; and
• the related notes 1 to 32.
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and United Kingdom adopted international accounting
standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
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 the parent company for the period 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 matters that we identified in the current period were:
• Completeness and valuation of the period-end accrual for sales related rebates and discounts; and
• Valuation of goodwill and intangible assets within the Innate-Essence cash-generating unit (“CGU”) at the acquisition date and period-end.
Materiality The materiality that we used for the group financial statements was £3.37m (2025: £2.93m) which was determined on the basis of 5% (2025: 5%)
of adjusted profit before tax.
Scoping We performed audit procedures over the entire financial information for two components which accounted for 95% of revenue, 100% of profit
before tax and 95% of net assets. We performed analytical review procedures on all other components.
Significant changes in
our approach
We have identified a new key audit matter for the current period in relation to the valuation of goodwill and intangible assets within the Innate
Essence CGU. The impairment assessment and purchase price allocation accounting involve significant management judgement in the application
of valuation models and assumptions.
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4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:
• Challenging underlying data and considering the impact of economic uncertainty on the assumptions, with reference to historical performance and other external data;
• Assessing the integrity of the model used to prepare the forecasts, testing the clerical accuracy of those forecasts, and considering the historical accuracy of the forecasts prepared by
management;
• Assessing the headroom in the forecasts (liquidity and covenants) by evaluating the financing facilities that are in place during the forecast period including the repayment terms and
covenants, and assessing whether these have been appropriately reflected in the model;
• Considering potential sources of funding available to the group and assessing reasonableness of the refinancing assumptions;
• Assessing the reasonableness of the downside scenarios and sensitivities prepared 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
The key audit matters communicated below 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 the period-end accrual for sales related rebates and discounts
Key audit matter description Sales related rebates and discounts of £19.7m (2025: £16.7m) are included within trade and other payables and disclosed in note 23 to the financial
statements.
The Group incurs significant costs through 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 volumes sold; therefore when computing the amounts to be recognised in the financial statements, management are
required to estimate total sales volumes. As such, in cases where sales discounts, promotions and brand support campaigns span the period-end
and where settlement has not been fully agreed at period-end, or where prior period claims arise, the period-end accrual can depend on information
not yet made available by the customer. Total amounts earned by the customer are deducted from revenue, and therefore the period-end accrual
impacts revenue recognised in the year.
Due to the estimation involved, we have determined there is a potential for fraud through possible manipulation of this balance.
Sales related rebates and discounts are included within note 23 to the financial statements.
The Audit and Risk Committee’s consideration in respect of the risk is included on page 90.
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How the scope of our audit
responded to the key audit
matter
The audit procedures we performed in respect of this matter included:
• Obtaining an understanding of and testing the relevant controls over the brand support discounts and cost accruals process;
• Meeting with the commercial teams to understand and challenge the accounting for sales related rebates and discounts in place, by assessing the
movements in the 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 period-end, and customers with significant buying power, assessing the accuracy of current period;
• Performing a retrospective assessment on judgements made in the previous period, 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 was 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 period-end to determine the accuracy of the accrual value; and
• Performed a stand back analysis of the judgements made, and how they compare to the financial statements as a whole.
Key observations We concluded that completeness and valuation of brand support discounts and cost accruals were appropriate.
5.2. Valuation of goodwill and intangible assets within the Innate-Essence cash-generating unit (“CGU”) at the acquisition date and at period-end
Key audit matter description In July 2025, A.G. Barr p.l.c. acquired Innate-Essence Limited for a maximum cash consideration of £14.7m, including an earn-out of up to £16m
over two years.
In line with IFRS 3 Business Combinations, the directors have performed a purchase price allocation exercise to allocate consideration in excess of
the net assets acquired to goodwill and other intangibles. Given the judgement inherent in forecasting post-acquisition performance, we have
identified a potential for error in relation to the valuation and allocation of acquired intangible assets, related to the short term growth forecasts which
are a driver of the valuation and allocation of acquired intangible assets.
As required by IAS 36 Impairment of Assets, the directors perform an impairment review for all goodwill balances on an annual basis, and for other
intangible assets whenever an indication of impairment is identified.
Initial recognition of goodwill and other intangible assets is included within note 15 to the financial statements and the period-end and other
intangibles are included in note 10. The assessment of goodwill impairment has been included as a key source of estimation uncertainty on
page 155. The Audit and Risk Committee’s consideration in respect of this risk is included on page 90.
How the scope of our audit
responded to the key audit
matter
In response to the identified risk, we performed the following procedures:
• Obtained an understanding of the process and relevant controls over the purchase price allocation and goodwill impairment assessment
processes;
• Reviewed share purchase agreements to assess whether the acquisition has been accounted for correctly in the financial statements;
• Involved our valuation specialists to understand the inputs and methodology, notably on discount rates, and to assess the key assumptions used
by the directors in valuing the split between identified intangible assets and goodwill;
• Challenged the management’s assessment of the completeness of intangible assets identified in the directors’ assessment of the purchase price
allocation;
• Evaluated how the requirements of IFRS 3 have been considered by the directors in accounting for the business combination;
• Tested the mechanical and arithmetical accuracy of management’s acquisition model and assessed the impairment model for compliance with the
requirements of IAS 36;
• Assessed the likelihood of achievement of forecast revenues used in the calculations at the acquisition and balance sheet dates, which included
examining the pipeline of new business;
• Evaluated the disclosures in note 15 relating to business combinations, note 10 relating to the impairment review, and the appropriateness of the
IAS 1 estimation uncertainty disclosure around the recoverable value.
Key observations Based on the work performed, we concluded that the valuation of goodwill and intangible assets and the related disclosures for the Innate-Essence
CGU were appropriate.
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A.G. BARR P.L.C.
CONTINUED
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 £3.37m (2025: £2.93m) £3.03m (2025: £2.64m)
Basis for determining
materiality
5% (2025: 5%) of adjusted profit before tax. Parent company materiality equates to 0.7% (2025: 0.8%) of revenue.
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 period
are summarised on page 192.
We have used revenue as the benchmark for our determination of materiality
as we consider this to be the key driver of the business.
We have capped materiality to be 90% of group materiality being £3.03m
(2025: £2.64m).
Group materiality Adjusted profit before tax
Component
performance
materiality range
£1.20m to £2.10m
Audit Committee
reporting threshold
£0.17m
Group materiality
£3.37m
Adjusted profit
before tax £65.8m
Adjusted profit before tax Group materiality
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% (2025: 70%) of group materiality 70% (2025: 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 the fact that we were able to rely on controls over a
number of business processes, which remains consistent with the prior period; and
• the level of corrected and uncorrected misstatements identified in the prior period audit.
6.3. Error reporting threshold
We agreed with the Audit & Risk Committee that we would report to them all audit differences in excess of £168,250 (2025: £146,000), as well as differences below that threshold that, in
our view, warranted reporting on qualitative grounds. We also report to the Audit & Risk Committee on disclosure matters that we identify when assessing the overall presentation of the
financial statements.
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Financial StatementsGovernance ReportStrategic Report
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 finance teams and 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 two (2025: four) components which represent 95% of revenue (2025: 97%), 100% of profit before tax (2025: 99%), and 95% of net
assets (2025: 96%).
95%
5%
Revenue
100%
0%
Profit before tax
95%
5%
Net Assets
Audit of the entire financial information Review at group level
We performed audit procedures to performance materiality levels applicable to the components, which was lower than the group performance materiality and ranged from £1.2m to
£2.1m (2025: £0.7m to £1.8m).
The components that we performed an audit of the entire financial information upon were as follows:
• A.G. Barr p.l.c.
• Rubicon Drinks Limited
The remaining components were subject to analytical review procedures to confirm our conclusion that there was no significant risk of material misstatement in the residual population. Our
audit work on these components was executed at component performance materiality, capped at 90% of group performance 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 IT environment and 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. The Group continues to invest in its internal controls as part of its ongoing control
improvement activities and its preparations for the introduction of the directors' declaration over the effectiveness of material internal controls set out in the 2024 UK Corporate
Governance Code.
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 business as explained in the Strategic Report on pages 63 to 69.
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INDEPENDENT
AUDITOR’S
REPORT TO THE
MEMBERS OF
A.G. BARR P.L.C.
CONTINUED
7. An overview of the scope of our audit continued
7.3. Our consideration of climate-related risks continued
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 31 January 2026 as explained in note 1 on page 147.
We have 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 environmental, social and governance specialists, included in note 1 to the financial statements and reading the 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 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.
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.
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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;
• the group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
• results of our enquiries of management, internal audit, the directors and the Audit & 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:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
– 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 period-end accrual for sales related rebates and discounts.
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, UK 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 the completeness and valuation of the period-end accrual for sales related rebates and discounts 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 & Risk Committee and in-house legal counsel concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made
in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of
business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and remained alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit.
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INDEPENDENT
AUDITOR’S
REPORT TO THE
MEMBERS OF
A.G. BARR P.L.C.
CONTINUED
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 period 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 of 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 UK 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 128;
• 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 69;
• the directors’ statement on fair, balanced and understandable set out on page 130;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 65 to 68;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 86; and
• the section describing the work of the Audit & Risk Committee set out on pages 88 to 91.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’
remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit & Risk Committee, we were appointed on 31 May 2017 to audit the financial statements for the period ending 27 January 2018 and subsequent
financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is nine years, covering the periods ending 27 January 2018 to
31 January 2026.
15.2. Consistency of the audit report with the additional report to the Audit & Risk Committee
Our audit opinion is consistent with the additional report to the Audit & Risk Committee we are required to provide in accordance with ISAs (UK).
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Financial StatementsGovernance ReportStrategic Report
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.
For and on behalf of Deloitte LLP
Statutory Auditor
Glasgow, United Kingdom
31 March 2026
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A.G. BARR p.l.c. Annual Report and Accounts 2026
| 2026* | 2025* | ||
| Note | £m | £m | |
Revenue | 2 | ||
Cost of sales | ( | ( | |
| Gross profit | 2 | ||
| Operating expenses | 5 | ( | ( |
Operating profit | |||
| Finance income | 6 | ||
| Finance costs | 6 | ( | ( |
Profit before tax | |||
| Tax on profit | 7 | ( | ( |
Profit for the period | |||
| Attributable to: | |||
Equity shareholders of the parent Company | |||
Non-controlling interests | ( | ||
| Earnings per share (pence) | |||
| Basic earnings per share | 8 | ||
| Diluted earnings per share | 8 |
* 2026 was a 53 week period and 2025 was a 52 week period.
CONSOLIDATED
INCOME
STATEMENT
FOR THE 53
WEEKS ENDED
31 JANUARY 2026
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Financial StatementsGovernance ReportStrategic Report
| 2026* | 2025* | ||
| Note | £m | £m | |
Profit for the year | |||
| Other comprehensive income | |||
| Items that will not be reclassified to profit or loss | |||
| Remeasurements on defined benefit pension plans | 27 | ( | |
| Deferred tax movements on pensions | 25 | ||
| Items that will be or have been reclassified to profit or loss | |||
| Gain arising on cash flow hedges during the period | 13 | ||
Other comprehensive (expense)/income for the year, net of tax | ( | ||
Total comprehensive income for the year | |||
| Attributable to: | |||
Equity shareholders of the parent Company | |||
Non-controlling interests | ( |
* 2026 was a 53 week period and 2025 was a 52 week period.
STATEMENT OF
COMPREHENSIVE
INCOME
FOR THE
53 WEEKS ENDED
31 JANUARY 2026
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A.G. BARR p.l.c. Annual Report and Accounts 2026
STATEMENTS
OF FINANCIAL
POSITION
AS AT
Group | Company | ||||
| 2026 | 2025 | 2026 | 2025 | ||
| Note | £m | £m | £m | £m | |
| Non-current assets | |||||
| Intangible assets | 10 | 55.3 | 34.5 | ||
| Property, plant and equipment | 11 | 142.5 | 99.5 | ||
| Right-of-use assets | 12 | 7.7 | 22.6 | ||
| Loans and receivables | 21 | 6.0 | 2.6 | ||
| Investment in subsidiary undertakings | 14 | 101.4 | 93.7 | ||
| Investment in associates | 16 | – | – | ||
| Retirement benefit surplus | 27 | 0.5 | 20.6 | ||
313.4 | 273.5 | ||||
| Current assets | |||||
| Inventories | 19 | 27.7 | 27.8 | ||
| Trade and other receivables | 21 | 80.0 | 69.8 | ||
| Derivative financial instruments | 13 | – | 0.2 | ||
Current tax asset | 3.7 | 3.3 | |||
| Assets classified as held for sale | 20 | 0.2 | 0.9 | ||
| Short-term investments | 17 | 20.0 | 42.5 | ||
| Cash | 18 | 55.7 | 16.7 | ||
187.3 | 161.2 | ||||
Total assets | 500.7 | 434.7 | |||
| Current liabilities | |||||
| Trade and other payables | 23 | 76.3 | 90.0 | ||
| Loans and other borrowings | 22 | 40.0 | – | ||
| Derivative financial instruments | 13 | 0.1 | 0.3 | ||
| Lease liabilities | 12, 22 | 1.7 | 3.7 | ||
| Provisions | 24 | 0.8 | 0.6 | ||
118.9 | 94.6 | ||||
| Non-current liabilities | |||||
| Deferred tax liabilities | 25 | 27.0 | 23.9 | ||
| Lease liabilities | 12, 22 | 5.7 | 16.1 | ||
| Provisions | 24 | 0.6 | – | ||
| Derivative financial instruments | 13 | 0.1 | 0.1 | ||
| Contingent consideration | 15 | 2.0 | – | ||
35.4 | 40.1 | ||||
| Capital and reserves | |||||
| Share capital | 28 | 4.7 | 4.7 | ||
| Share premium account | 28 | 0.9 | 0.9 | ||
| Share options reserve | 28 | 4.3 | 3.6 | ||
| Other reserves | 28 | – | – | ||
| Retained earnings | 28 | 336.5 | 290.8 | ||
Total shareholder equity | 346.4 | 300.0 | |||
Non-controlling interest in equity | – | – | |||
346.4 | 300.0 | ||||
Total equity and liabilities | 500.7 | 434.7 |
The Company reported a profit for the financial year ended 31 January 2026 of £73.1 m (25 January 2025: £26.0 m) and has taken the exemption under s408 from disclosing the separate
company only income statement.
Company Number: SC005653
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Financial StatementsGovernance ReportStrategic Report
STATEMENT
OF CHANGES
IN EQUITY
FOR THE
53 WEEKS ENDED
31 JANUARY 2026
| Share | Share premium | Share options | Other | Retained | Non-controlling | ||||
| capital | account | reserve | reserves | earnings | Total | interests | Total | ||
Group | Note | £m | £m | £m | £m | £m | £m | £m | £m |
At 25 January 2025 | |||||||||
Profit for the year | ( | ||||||||
Other comprehensive expense | ( | ( | ( | ||||||
Total comprehensive income for the year | ( | ||||||||
Company shares purchased for use by employee benefit trusts | 28 | ( | ( | ( | |||||
Proceeds on disposal of shares by employee benefit trusts | |||||||||
| Recognition of share–based payment costs | 29 | ||||||||
Transfer of reserve on share award | ( | ||||||||
| Deferred tax on share-based payments | 25 | ||||||||
Recognition of non-controlling interest | |||||||||
| Dividends paid | 9 | ( | ( | ( | |||||
At 31 January 2026 |
| 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 | ( | ||||||
Profit for the year | |||||||
Other comprehensive income | |||||||
Total comprehensive income for the year | |||||||
| Company shares purchased for use by employee benefit trusts | 28 | ( | ( | ||||
Proceeds on disposal of shares by employee benefit trusts | |||||||
| Recognition of share-based payment costs | 29 | ||||||
Transfer of reserve on share award | ( | ( | |||||
| Deferred tax on share-based payments | 25 | ||||||
| Dividends paid | 9 | ( | ( | ||||
At 25 January 2025 |
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A.G. BARR p.l.c. Annual Report and Accounts 2026
Company Note
Share
capital
£m
Share premium
account
£m
Share options
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
£m
At 25 January 2025 4.7 0.9 3.6 – 290.8 300.0
Profit for the year – – – – 73.1 73.1
Other comprehensive expense – – – – (5.8) (5.8)
Total comprehensive income for the year – – – – 67.3 67.3
Company shares purchased for use by employee benefit trusts
28 – – – – (5.0) (5.0)
Proceeds on disposal of shares by employee benefit trusts – – – – 0.7 0.7
Recognition of share-based payment costs
29 – – 2.5 – – 2.5
Transfer of reserve on share award – – (1.9) – 1.9 –
Deferred tax on share-based payments
25 – – 0.1 – – 0.1
Dividends paid
9 – – – – (19.2) (19.2)
At 31 January 2026 4.7 0.9 4.3 – 336.5 346.4
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
28 – – – – (2.7) (2.7)
Proceeds on disposal of shares by employee benefit trusts – – – – 1.0 1.0
Recognition of share-based payment costs
29 – – 2.4 – – 2.4
Transfer of reserve on share award – – (2.9) – 2.8 (0.1)
Deferred tax on share-based payments
25 – – 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
STATEMENT
OF CHANGES
IN EQUITY
FOR THE
53 WEEKS ENDED
31 JANUARY 2026
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Financial StatementsGovernance ReportStrategic Report
CONSOLIDATED
CASH FLOW
STATEMENT
FOR THE 53
WEEKS ENDED
31 JANUARY 2026
| Group | |||
| 2026* | 2025* | ||
| Note | £m | £m | |
| Operating activities | |||
Profit for the period before tax | |||
| Adjustments for: | |||
| Interest receivable | 6 | ( | ( |
| Interest payable | 6 | ||
| Impairment of assets classified as held for sale | 20 | ||
| Depreciation of property, plant and equipment | 3 | ||
| Amortisation of intangible assets | 3 | ||
Share-based payment costs | |||
Lease modification | ( | ||
Gain on sale of property, plant and equipment | ( | ( | |
Operating cash flows before movements in working capital | |||
Decrease in inventories | |||
Increase in receivables | ( | ( | |
(Decrease)/increase in payables | ( | ||
Difference between employer pension contributions and amounts recognised in the income statement | ( | ( | |
Cash generated by operations | |||
Tax paid | ( | ( | |
Net cash from operating activities | |||
| Investing activities | |||
| Acquisition of subsidiaries | 15 | ( | |
| Cash acquired on acquisition of subsidiaries | 15 | ||
Loans provided | ( | ||
| Purchase of property, plant and equipment | 11 | ( | ( |
Proceeds on sale of property, plant and equipment | |||
| Funds placed on fixed term deposit | 17 | ( | ( |
| Funds returned from fixed term deposit | 17 | ||
Interest received | |||
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
| Loans drawn | 22 | ||
| Loans repaid | 22 | ( | |
| Lease payments | 22 | ( | ( |
| Purchase of Company shares by employee benefit trusts | 28 | ( | ( |
| Proceeds from disposal of Company shares by employee benefit trusts | 28 | ||
| Dividends paid | 9 | ( | ( |
| Interest paid | 22 | ( | ( |
Net cash generated by/(used in) financing activities | ( | ||
Net increase/(decrease) in cash | ( | ||
Cash at beginning of year | |||
Cash at end of year |
* 2026 was a 53 week period and 2025 was a 52 week period.
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A.G. BARR p.l.c. Annual Report and Accounts 2026
NOTES TO THE
ACCOUNTS
1. Accounting Policies
Summary of material 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.
147
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Financial StatementsGovernance ReportStrategic Report
1. Accounting Policies continued
148
A.G. BARR p.l.c. Annual Report and Accounts 2026
1. Accounting Policies continued
NOTES TO THE
ACCOUNTS
CONTINUED
149
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Financial StatementsGovernance ReportStrategic Report
1. Accounting Policies continued
150
A.G. BARR p.l.c. Annual Report and Accounts 2026
1. Accounting Policies continued
NOTES TO THE
ACCOUNTS
CONTINUED
151
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Financial StatementsGovernance ReportStrategic Report
1. Accounting Policies continued
152
A.G. BARR p.l.c. Annual Report and Accounts 2026
1. Accounting Policies continued
NOTES TO THE
ACCOUNTS
CONTINUED
153
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1. Accounting Policies continued
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1. Accounting Policies continued
NOTES TO THE
ACCOUNTS
CONTINUED
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1. Accounting Policies continued
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| Soft | Cocktail | |||
| drinks | solutions | Other | Total | |
| Year ended 31 January 2026 | £m | £m | £m | £m |
Total revenue | 382.0 | 35.8 | 19.5 | 437.3 |
Gross profit | 157.4 | 13.6 | 6.3 | 177.3 |
| Soft | Cocktail | |||
| 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 |
| Group | ||
| 2026 | 2025 | |
| Revenue | £m | £m |
UK | 418.8 | 401.4 |
Rest of the world | 18.5 | 19.0 |
437.3 | 420.4 |
NOTES TO THE
ACCOUNTS
CONTINUED
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| 2026 | 2025 | ||
| Note | £m | £m | |
Depreciation of property, plant and equipment | 11 | 8.7 | 9.0 |
Depreciation of right-of-use assets | 12 | 2.1 | 2.0 |
Impairment of assets held for sale | 20 | 0.5 | 1.6 |
Amortisation of intangible assets | 10 | 0.5 | 1.2 |
Cost of inventories charged in cost of sales | 260.0 | 256.1 | |
Gain on sale of property, plant and equipment | (1.2) | (0.3) | |
Staff costs | 4 | 72.8 | 71.2 |
| 2026 | 2025 | |
| £'000 | £'000 | |
| Statutory audit services | ||
Fees payable to the auditor of the parent Company and consolidated accounts | 437 | 354 |
Audit-related assurance services | 37 | 37 |
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4. Employees and directors
2026 | 2025 | |
| Average monthly number of people employed by the Group (including executive directors) | ||
Production and distribution | 623 | 544 |
Administration | 368 | 420 |
964 |
| 2026 | 2025 | |
| Staff costs for the Group for the year | £m | £m |
Wages and salaries | 56.9 | 57.2 |
Social security costs | 7.7 | 6.9 |
Share-based payments | 2.5 | 2.4 |
Pension costs – defined contribution plans | 5.7 | 4.7 |
72.8 | 71.2 |
| 2026 | 2025 | |
| £m | £m | |
Distribution costs (including selling costs) | 57.2 | 51.1 |
Administration costs | 58.5 | 61.5 |
115.7 | 112.6 |
| 2026 | 2025 | |
| Finance income | £m | £m |
Interest on bank and short-term deposits | 1.5 | 1.8 |
Finance income relating to defined benefit pension plans | 0.1 | 0.2 |
Other interest | 0.1 | – |
1.7 | 2.0 | |
| Finance costs | ||
Interest payable | 0.4 | 0.3 |
Lease interest | 0.3 | 0.2 |
0.7 | 0.5 |
NOTES TO THE
ACCOUNTS
CONTINUED
159
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7. Taxation
| 2026 | 2025 | |
| Group | £m | £m |
| Charge/(credit) to the income statement | ||
Current tax on profits for the year | 13.5 | 9.7 |
Adjustments in respect of prior years | (0.3) | (1.5) |
Total current tax expense | 13.2 | 8.2 |
| Deferred tax | ||
| Origination and reversal of: | ||
Temporary differences | 2.7 | 4.3 |
Adjustments in respect of prior years | – | 1.0 |
Total deferred tax expense (Note 25) | 2.7 | 5.3 |
Total tax expense | 15.9 | 13.5 |
In addition to the above movements in deferred tax, a deferred tax debit of £2.0m (2025: debit of £1.5m) has been recognised in other comprehensive income and a debit of £0.1m
(2025: debit of £0.1m) has been taken direct to reserves (Note 25).
The tax on the Group's profit before tax differs from the amount that would arise using the tax rate applicable to the consolidated profits of the Group as follows:
| 2026 | 2026 | 2025 | 2025 | |
| £m | % | £m | % | |
Profit before tax | 62.6 | 53.2 | ||
Tax at 25.0% (2025: 25.0%) | 15.7 | 25.0 | 13.3 | 25.0 |
| Tax effects of: | ||||
Items that are not deductible in determining taxable profit | 0.5 | 0.9 | 0.7 | 1.3 |
Current tax adjustment in respect of prior years | (0.3) | (0.5) | (1.5) | (2.8) |
Deferred tax adjustment in respect of prior years | – | – | 1.0 | 1.9 |
Total tax expense | 15.9 | 25.4 | 13.5 | 25.4 |
The weighted average tax rate was 25.4% (2025: 25.4%). The standard rate of corporation tax applied to reported profit is 25% (2025: 25%).
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.
2026 | 2025 | |
Profit attributable to equity holders of the Company (£m) | 47.1 | 39.7 |
Weighted average number of ordinary shares in issue | 111,438,412 | 110,874,571 |
Basic earnings per share (pence) | 42.27 | 35.81 |
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.
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8. Earnings per share continued
2026 | 2025 | |
Profit attributable to equity holders of the Company (£m) | 47.1 | 39.7 |
Weighted average number of ordinary shares in issue | 111,438,412 | 110,874,571 |
Adjustment for dilutive effect of share options | 1,234,304 | 1,175,898 |
Diluted weighted average number of ordinary shares in issue | 112,672,716 | 112,050,469 |
Diluted earnings per share (pence) | 41.80 | 35.43 |
| 2026 | 2025 | 2026 | 2025 | |
| per share | per share | £m | £m | |
Final dividend | 13.76p | 12.40p | 15.3 | 13.8 |
Interim dividend | 3.44p | 3.10p | 3.9 | 3.4 |
17.20p | 15.50p | 19.2 | 17.2 |
| 2026 | 2025 | |
| per share | per share | |
Final dividend | 15.27p | 13.76p |
Interim dividend | 3.44p | 3.10p |
Total dividend payable | 18.71p | 16.86p |
| Software | ||||||
| Customer | development | |||||
| Goodwill | Brands | relationships | Water rights | costs | Total | |
| Group | £m | £m | £m | £m | £m | £m |
| Cost | ||||||
At 28 January 2024 and 25 January 2025 | 45.2 | 94.4 | 3.9 | 0.7 | 11.8 | 156.0 |
Additions | – | – | – | – | 0.1 | 0.1 |
Acquired on subsidiary acquisition | 11.2 | 19.7 | 2.4 | – | 0.2 | 33.5 |
Disposals | – | – | (3.9) | – | – | (3.9) |
At 31 January 2026 | 56.4 | 114.1 | 2.4 | 0.7 | 12.1 | 185.7 |
| Amortisation | ||||||
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 |
Amortisation for the year | – | – | – | – | 0.5 | 0.5 |
Disposals | – | – | (3.9) | – | – | (3.9) |
At 31 January 2026 | 3.6 | 7.3 | – | 0.7 | 11.8 | 23.4 |
| Carrying amounts | ||||||
At 31 January 2026 | 52.8 | 106.8 | 2.4 | – | 0.3 | 162.3 |
At 25 January 2025 | 41.6 | 87.1 | – | – | 0.5 | 129.2 |
NOTES TO THE
ACCOUNTS
CONTINUED
161
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10. Intangible assets continued
| Software | ||||||
| Customer | development | |||||
| Goodwill | Brands | relationships | Water rights | costs | Total | |
| Company | £m | £m | £m | £m | £m | £m |
| Cost | ||||||
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 |
Additions | 14.4 | 6.8 | – | – | – | 21.2 |
At 31 January 2026 | 21.4 | 43.1 | 1.0 | 0.7 | 11.8 | 78.0 |
| Amortisation | ||||||
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 |
Amortisation for the year | – | – | – | – | 0.4 | 0.4 |
At 31 January 2026 | 1.9 | 7.3 | 1.0 | 0.7 | 11.8 | 22.7 |
| Carrying amounts | ||||||
At 31 January 2026 | 19.5 | 35.8 | – | – | – | 55.3 |
At 25 January 2025 | 5.1 | 29.0 | – | – | 0.4 | 34.5 |
162
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10. Intangible assets continued
| Goodwill | Brands | Customer | Total | |
| At 31 January 2026 | £m | £m | lists | £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 |
Frobishers | 2.5 | 6.3 | 2.4 | 11.2 |
Innate-Essence | 8.7 | 13.4 | – | 22.1 |
Total | 52.8 | 106.8 | 2.4 | 162.0 |
| 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 |
2026 | 2025 | |||
| Long-term | Discount | Long-term | Discount | |
| growth rate | rate | growth rate | rate | |
% | % | % | % | |
Rubicon | 3.0 | 10.3 | 3.0 | 11.4 |
FUNKIN | 3.0 | 10.3 | 3.0 | 11.4 |
MOMA | 3.0 | 10.3 | 3.0 | 13.4 |
Boost | 3.0 | 10.3 | 3.0 | 11.4 |
Rio Tropical | 3.0 | 10.3 | 3.0 | 11.4 |
Innate-Essence | 3.0 | 12.3 | – | – |
Frobishers | 1.9 | 14.5 | – | – |
NOTES TO THE
ACCOUNTS
CONTINUED
163
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10. Intangible assets continued
11. Property, plant and equipment
| Land and buildings | |||||
| Long | Plant, equipment | Assets under | |||
| Freehold | leasehold | and vehicles | construction | Total | |
| Group | £m | £m | £m | £m | £m |
| Cost or deemed cost | |||||
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 20) | – | – | (5.4) | – | (5.4) |
Disposals | – | – | (6.8) | – | (6.8) |
At 25 January 2025 | 66.9 | 0.4 | 111.7 | 30.0 | 209.0 |
Additions | 0.2 | – | 3.3 | 33.0 | 36.5 |
Transfer from assets under construction | 0.8 | – | 19.9 | (20.7) | – |
Acquired on subsidiary acquisition (Note 15) | – | – | 1.3 | – | 1.3 |
Disposals | (1.7) | – | (16.5) | – | (18.2) |
At 31 January 2026 | 66.2 | 0.4 | 119.7 | 42.3 | 228.6 |
| Depreciation | |||||
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 20) | – | – | (2.2) | – | (2.2) |
Disposals | – | – | (6.6) | – | (6.6) |
At 25 January 2025 | 10.2 | 0.4 | 80.4 | – | 91.0 |
Amount charged for year | 0.8 | – | 7.9 | – | 8.7 |
Disposals | (0.9) | – | (15.8) | – | (16.7) |
At 31 January 2026 | 10.1 | 0.4 | 72.5 | – | 83.0 |
| Net book value | |||||
At 31 January 2026 | 56.1 | – | 47.2 | 42.3 | 145.6 |
At 25 January 2025 | 56.7 | – | 31.3 | 30.0 | 118.0 |
164
A.G. BARR p.l.c. Annual Report and Accounts 2026
| Land and buildings | |||||
| Long | Plant, equipment | Assets under | |||
| Freehold | leasehold | and vehicles | construction | Total | |
| Company | £m | £m | £m | £m | £m |
| Cost or deemed cost | |||||
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 20) | – | – | (5.4) | – | (5.4) |
Disposals | – | – | (6.4) | – | (6.4) |
At 25 January 2025 | 44.0 | 0.3 | 110.8 | 30.0 | 185.1 |
Additions | 0.2 | – | 1.3 | 33.0 | 34.5 |
Transfer from assets under construction | 0.8 | – | 19.9 | (20.7) | – |
Transfer from group undertakings | 17.9 | – | – | – | 17.9 |
Disposals | (1.7) | – | (15.7) | – | (17.4) |
At 31 January 2026 | 61.2 | 0.3 | 116.3 | 42.3 | 220.1 |
| Depreciation | |||||
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 20) | – | – | (2.2) | – | (2.2) |
Disposals | – | – | (6.3) | – | (6.3) |
At 25 January 2025 | 5.9 | 0.3 | 79.4 | – | 85.6 |
Amount charged for year | 0.5 | – | 7.5 | – | 8.0 |
Disposals | (0.9) | – | (15.1) | – | (16.0) |
At 31 January 2026 | 5.5 | 0.3 | 71.8 | – | 77.6 |
| Net book value | |||||
At 31 January 2026 | 55.7 | – | 44.5 | 42.3 | 142.5 |
At 25 January 2025 | 38.1 | – | 31.4 | 30.0 | 99.5 |
During the year the assets that were owned by the A.G. BARR Scottish Limited partnership were sold back to the Company on the cessation of the asset-backed funding arrangement (Note
27). These are included in the transfer from group undertakings in the table above.
At 31 January 2026, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £17.4m (2025: £10.2m).
At 31 January 2026, the Company had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £15.5m (2025: £10.2m).
NOTES TO THE
ACCOUNTS
CONTINUED
11. Property, plant and equipment continued
165
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Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
| Right-of-use assets | ||||
Buildings | 5.6 | 2.0 | 4.9 | 19.6 |
Plant, equipment and vehicles | 2.8 | 3.0 | 2.8 | 3.0 |
8.4 | 5.0 | 7.7 | 22.6 | |
| Lease liabilities | ||||
Current | 1.8 | 1.8 | 1.7 | 3.7 |
Non-current | 6.2 | 2.8 | 5.7 | 16.1 |
8.0 | 4.6 | 7.4 | 19.8 |
| 2026 | 2025 | |
| £m | £m | |
| Depreciation charge of right-of-use assets | ||
Buildings | 0.3 | 0.5 |
Plant, equipment and vehicles | 1.8 | 1.5 |
2.1 | 2.0 | |
Interest expense (including finance cost) | 0.3 | 0.2 |
Expense related to short-term leases (included in cost of goods sold and administrative expenses) | 0.3 | 0.2 |
The total cash outflow for leases | 2.3 | 2.1 |
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| 2026 | 2025 | |
| Group | £m | £m |
Derivative financial assets – current | – | 0.2 |
Derivative financial liabilities – current | (0.1) | (0.3) |
Derivative financial liabilities – non-current | (0.1) | (0.1) |
| Notional value: | Notional value: | Carrying amount of the | ||||||
| Average exchange rate | Foreign currency | Local currency | hedging instruments liabilities | |||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||
2026 | 2025 | €m | €m | £m | £m | £m | £m | |
| Buy EUR | ||||||||
Less than 3 months | 1.14 | 1.17 | 6.5 | 12.5 | 5.7 | 10.7 | (0.1) | (0.1) |
3 to 6 months | 1.14 | 1.17 | 4.5 | 5.8 | 3.9 | 5.0 | – | – |
6 to 12 months | 1.12 | 1.15 | 9.7 | 7.1 | 8.6 | 6.2 | (0.1) | (0.1) |
over 12 months | 1.12 | 1.13 | 1.8 | 5.2 | 1.6 | 4.6 | – | (0.1) |
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||
2026 | 2025 | $m | $m | £m | £m | £m | £m | |
| Buy USD | ||||||||
Less than 3 months | 1.34 | 1.27 | 0.2 | 1.2 | 0.1 | 0.9 | – | – |
3 to 6 months | 1.34 | 1.29 | 0.3 | 3.6 | 0.3 | 2.8 | – | 0.1 |
6 to 12 months | – | 1.26 | – | 2.4 | – | 1.9 | – | – |
(0.2) | (0.2) |
NOTES TO THE
ACCOUNTS
CONTINUED
167
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13. Financial instruments continued
| Group | ||
| 2026 | 2025 | |
| £m | £m | |
Opening contingent consideration | – | – |
Arising on acquisition of subsidiary | 2.0 | – |
Closing contingent consideration | 2.0 | – |
| Carrying amount | |||||
| Fair value – | Other financial | Other financial | Other financial | ||
| hedging | assets at | liabilities at fair | liabilities at | ||
| Group | instruments | amortised cost | value | amortised cost | Total |
| At 31 January 2026 | £m | £m | £m | £m | £m |
| Financial assets – Non-current | |||||
Loans and receivables | – | 1.1 | – | – | 1.1 |
– | 1.1 | – | – | 1.1 | |
| Financial assets – Current | |||||
Trade receivables | – | 77.3 | – | – | 77.3 |
Short-term investments | – | 20.2 | – | – | 20.2 |
Cash | – | 61.4 | – | – | 61.4 |
– | 158.9 | – | – | 158.9 | |
| Financial liabilities – Non-current | |||||
Contingent consideration | – | – | 2.0 | – | 2.0 |
Foreign exchange contracts used for hedging | 0.1 | – | – | – | 0.1 |
Lease liabilities | – | – | – | 6.2 | 6.2 |
0.1 | – | 2.0 | 6.2 | 8.3 | |
| Financial liabilities – Current | |||||
Loans and borrowings | – | – | – | 40.0 | 40.0 |
Foreign exchange contracts used for hedging | 0.1 | – | – | – | 0.1 |
Lease liabilities | – | – | – | 1.8 | 1.8 |
Accruals* | – | – | – | 30.0 | 30.0 |
Trade payables | – | – | – | 33.8 | 33.8 |
0.1 | – | – | 105.6 | 105.7 |
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| Carrying amount | ||||
| Fair value – | Other financial | Other financial | ||
| hedging | assets at amortised | liabilities at | ||
| Group | instruments | 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 | – | 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* | – | – | 29.0 | 29.0 |
Trade payables | – | – | 32.4 | 32.4 |
0.3 | – | 63.2 | 63.5 |
NOTES TO THE
ACCOUNTS
CONTINUED
13. Financial instruments continued
169
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Financial StatementsGovernance ReportStrategic Report
| Company | ||
| 2026 | 2025 | |
| £m | £m | |
Opening investment in subsidiaries | 93.7 | 125.9 |
Investments made in the year | 29.7 | – |
Transfer to goodwill, brand intangible and deferred tax liability | (22.0) | (25.7) |
Impairment | – | (6.5) |
Closing investment in subsidiaries | 101.4 | 93.7 |
Principal subsidiary | Principal activity | Country of incorporation |
Rubicon Drinks Limited | Distribution of fruit-based soft drinks | England |
MOMA Foods Ltd | Distribution and selling of oat drinks and cereals | England |
Frobishers Juices Limited | Distribution of premium fruit-based drinks | England |
Innate-Essence Limited | Distribution and selling of functional drinks | England |
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15. Business combinations
As disclosed in Note 14, the Group acquired 50.1% of the share capital of Innate-Essence Limited (‘Innate’), a functional drinks business. The strategic intent for this acquisition was
diversification into the high growth functional drinks segment.
In the period from acquisition to 31 January 2026, Innate contributed revenue of £6.0m and a loss before tax of £1.8m to the Group's results. Had Innate been consolidated from
The acquisition consideration and provisional fair value of identifiable assets and liabilities of Innate at the date of acquisition were:
| £m | |
Property, plant and equipment | 1.1 |
Intangible assets | 0.2 |
Deferred tax asset | 0.2 |
Right-of-use assets | 0.7 |
Cash | 6.1 |
Trade and other receivables | 0.6 |
Inventories | 0.9 |
Trade and other payables | (1.4) |
Loans and other borrowings | (1.6) |
Lease liabilities | (0.8) |
Provisions | (0.1) |
Brand – acquisition intangible | 13.4 |
Deferred tax on acquisition intangibles | (3.3) |
Total identifiable net assets acquired | 16.0 |
Goodwill | 8.7 |
Value on acquisition | 24.7 |
| Attributable to: | |
Equity shareholders of the parent Company | 16.7 |
Non-controlling interests | 8.0 |
| Represented by: | |
Cash consideration paid | 14.7 |
Contingent consideration | 2.0 |
None of the goodwill arising on the acquisition is expected to be deductible for tax purposes.
The Goodwill of £8.7m relates to the expectation of continued high growth in Innate through its participation in the functional beverages category.
Contingent consideration
The Group has agreed to pay the former owners of Innate a contingent consideration based on achievement of certain financial targets by Innate in the period from 1 April 2026 to
31 March 2028. The potential undiscounted amount of all future payments that the Group could make under the acquisition agreement is between £nil and £16m.
The fair value of the contingent consideration arrangement of £2m was estimated by assessing the expected growth of Innate over the two year period. No discount rate has been applied
to the fair value estimate of the contingent consideration as due to the short time period the effect of discounting has a negligible effect on the fair value. If revenues increased by an
additional 10% per annum over the earn out period an additional £1.3m consideration would be payable. If revenues are 10% lower than plan per annum, consideration would reduce
by £0.3m.
A deferred tax liability of £3.3m has been provided in relation to these fair value adjustments in relation to intangible assets.
NOTES TO THE
ACCOUNTS
CONTINUED
171
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Financial StatementsGovernance ReportStrategic Report
15. Business combinations continued
The Company incurred acquisition-related costs of £0.5m relating to external legal fees and due diligence costs. These costs have been included in operating costs in the consolidated
income statement.
As disclosed in Note 14, the Group acquired 100% of the share capital of Frobishers Juices (Holdings) Limited, which in turn owns 100% of the share capital of Frobishers Juices Limited
(‘Frobishers’), a UK-based premium brand of fruit juices and soft drinks, renowned for its range of high-quality, all-natural, alcohol-free beverages. The acquisition aligns with the Group’s
strategy to diversify into higher growth segments, in this case premium fruit-based beverages.
In the period from acquisition to 31 January 2026, Frobishers contributed revenue of £1.7m and a loss before tax of £0.2m to the Group's results. Had Frobishers been consolidated from
26 January 2025, it would have contributed revenue of £14.1m to the Group and a profit before tax of £1.0m. The acquisition consideration and provisional fair value of identifiable assets
and liabilities of Frobishers at the date of acquisition were:
| £m | |
Property, plant and equipment | 0.2 |
Right-of-use assets | 0.1 |
Short-term investments | 0.2 |
Cash | 2.7 |
Trade and other receivables | 2.7 |
Inventories | 1.4 |
Trade and other payables | (2.7) |
Lease liabilities | (0.1) |
Provisions | (0.1) |
Current tax | (0.5) |
Brand – acquisition intangible | 6.3 |
Customer lists – acquisition intangible | 2.4 |
Deferred tax on acquisition intangibles | (2.2) |
Total identifiable net assets acquired | 10.4 |
Goodwill | 2.5 |
Value on acquisition | 12.9 |
| Attributable to: | |
Equity shareholders of the parent Company | 12.9 |
| Represented by: | |
Cash consideration paid | 12.9 |
None of the goodwill arising on the acquisition is expected to be deductible for tax purposes.
The Goodwill of £2.5m relates to the future growth opportunities in the premium socialising drinks segment, depth of the customer relationships in the business to business route to
market, management know-how and expected revenue growth and margin improvements.
Acquisition-related costs
The Company incurred acquisition-related costs of £0.4m relating to external legal fees and due diligence costs. These costs have been included in operating costs in the consolidated
income statement.
172
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% of ownership interest | Carrying amount | ||||
| Country of incorporation and | 2026 | 2025 | 2026 | 2025 | |
| Name of entity | principal place of business | % | % | £m | £m |
Elegantly Spirited Limited | UK | – | 20 | – | – |
| 2026 | 2025 | |
| £m | £m | |
Opening balance at start of year | – | – |
Share of operating losses | – | – |
Impairment of investment | – | – |
Closing balance at end of year | – | – |
17. Short-term investments
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Short-term investments | 20.2 | 42.5 | 20.0 | 42.5 |
These deposits are made for durations of up to six months. These investments are due to mature at various dates by the end of May 2026 with accrued interest receivable on maturity.
18. Cash
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Cash | 61.4 | 21.4 | 55.7 | 16.7 |
Cash in the table above are included in the cash flow statements.
19. Inventories
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Materials | 10.8 | 10.1 | 10.8 | 10.1 |
Finished goods | 20.9 | 21.6 | 16.9 | 17.7 |
31.7 | 31.7 | 27.7 | 27.8 |
The carrying value of inventory is equal to the replacement cost.
NOTES TO THE
ACCOUNTS
CONTINUED
173
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Financial StatementsGovernance ReportStrategic Report
| £m | |
| Balance at 28 January 2024 | |
Net book value of assets transferred from property, plant and equipment | 3.2 |
Impairment charge | (1.6) |
Disposals | (0.7) |
Balance at 25 January 2025 | 0.9 |
Impairment charge | (0.5) |
Disposals | (0.2) |
Balance at 31 January 2026 | 0.2 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| Current | £m | £m | £m | £m |
Trade receivables | 77.5 | 73.6 | 72.4 | 64.3 |
Less: loss allowance | (0.2) | (0.3) | (0.2) | (0.3) |
Trade receivables – net | 77.3 | 73.3 | 72.2 | 64.0 |
Prepayments | 4.9 | 3.5 | 4.4 | 3.6 |
Amounts due by subsidiary companies | – | – | 3.4 | 2.2 |
82.2 | 76.8 | 80.0 | 69.8 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| Non-current | £m | £m | £m | £m |
Loans receivable | 1.1 | – | 1.1 | – |
Loans to subsidiaries | – | – | 4.9 | 2.6 |
Total loans and receivables | 1.1 | – | 6.0 | 2.6 |
174
A.G. BARR p.l.c. Annual Report and Accounts 2026
21. Trade and other receivables continued
| Trade receivables – days past due | ||||||
| Not past due | <30 | 31-60 | 61-90 | >90 | Total | |
| Group – 31 January 2026 | £m | £m | £m | £m | £m | £m |
Expected credit loss rate | 0.1% | 0.3% | 2.1% | 9.4% | 12.0% | |
Expected total gross carrying amount at default | 74.0 | 1.0 | 1.1 | 1.0 | 0.4 | |
Lifetime ECL | 0.1 | – | – | 0.1 | – | 0.2 |
| 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 | |
| Company – 31 January 2026 | £m | £m | £m | £m | £m | £m |
Expected credit loss rate | 0.1% | 1.8% | 10.1% | 12.1% | 16.5% | |
Expected total gross carrying amount at default | 71.1 | – | 0.3 | 0.7 | 0.3 | |
Lifetime ECL | 0.1 | – | – | 0.1 | – | 0.2 |
| 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 |
| Group | ||
| 2026 | 2025 | |
| £m | £m | |
UK Sterling | 80.9 | 75.8 |
Euro | 1.2 | 0.8 |
US Dollar | 0.1 | 0.2 |
82.2 | 76.8 |
NOTES TO THE
ACCOUNTS
CONTINUED
175
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
| Group | ||
| 2026 | 2025 | |
| £m | £m | |
| Current | ||
Loans and borrowings | 40.0 | – |
Lease liabilities | 1.8 | 1.8 |
| Non-current | ||
Lease liabilities | 6.2 | 2.8 |
Total borrowings | 48.0 | 4.6 |
| Group | ||
| Lease liabilities | ||
| 2026 | 2025 | |
| £m | £m | |
Less than one year | 1.8 | 1.8 |
One to two years | 1.5 | 1.6 |
Two to three years | 1.2 | 0.8 |
Three to four years | 0.8 | 0.3 |
Four to five years | 0.3 | 0.1 |
Later than five years | 2.4 | – |
8.0 | 4.6 |
| Group | ||
| 2026 | 2025 | |
| £m | £m | |
Opening borrowings balance | 4.6 | 4.9 |
Net lease movements | 3.4 | (0.3) |
Borrowings acquired on subsidiary acquisition | 1.6 | – |
Borrowings drawn-down | 50.0 | – |
Repayments of borrowings | (11.6) | – |
Closing borrowings balance | 48.0 | 4.6 |
176
A.G. BARR p.l.c. Annual Report and Accounts 2026
22. Loans and other borrowings continued
| 2026 | 2025 | |
| £m | £m | |
Closing borrowings balance | (48.0) | (4.6) |
Short-term investments (Note 17) | 20.2 | 42.5 |
Cash (Note 18) | 61.4 | 21.4 |
Net funds | 33.6 | 59.3 |
| Total | |||
| facility | Drawn | Undrawn | |
| £m | £m | £m | |
Revolving credit facility – expires May 2026 | 40.0 | 40.0 | – |
Overdraft | 15.0 | – | 15.0 |
55.0 | 40.0 | 15.0 |
| Total | |||
| facility | Drawn | Undrawn | |
| £m | £m | £m | |
Revolving credit facility – five years, February 2026 | 20.0 | – | 20.0 |
Overdraft | 15.0 | – | 15.0 |
35.0 | – | 35.0 |
| Lease | At | |||||||||
| At 25 January | Interest | New | Loans | term | Non-cash | Financing | 31 January | |||
| 2025 | charged | leases | acquired | Loans drawn | Loans repaid | change | interest | cash flows | 2026 | |
| Group | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
Interest paid | – | 0.4 | – | – | – | – | – | (0.1) | (0.3) | – |
Borrowings | – | – | – | 1.6 | 50.0 | (11.6) | – | – | – | 40.0 |
Lease liabilities (Note 12) | 4.6 | 0.3 | 5.9 | – | – | – | (0.5) | – | (2.3) | 8.0 |
Total liabilities from financing activities | 4.6 | 0.7 | 5.9 | 1.6 | 50.0 | (11.6) | (0.5) | (0.1) | (2.6) | 48.0 |
NOTES TO THE
ACCOUNTS
CONTINUED
177
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
| Current | ||||
Trade payables | 33.8 | 32.4 | 31.2 | 29.8 |
Other taxes and social security costs | 4.3 | 4.0 | 3.9 | 4.4 |
Accruals | 36.5 | 36.8 | 34.4 | 32.3 |
Amounts due to subsidiary companies | – | – | 6.8 | 23.5 |
74.6 | 73.2 | 76.3 | 90.0 |
| Business change | Business | Repairs/ | |||
| projects | reorganisation | Dilapidations | Other | Total | |
| Group | £m | £m | £m | £m | £m |
Opening provision at 28 January 2024 | – | – | 0.4 | 0.1 | 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 | 0.4 | 0.1 | 1.1 |
Provision created during the year | 0.8 | – | 0.6 | 0.1 | 1.5 |
Provision acquired on acquisition | – | – | 0.2 | – | 0.2 |
Provision utilised during the year | (0.3) | (0.5) | (0.1) | – | (0.9) |
Closing provision at 31 January 2026 | 0.6 | – | 1.1 | 0.2 | 1.9 |
Current | 0.6 | – | 0.4 | 0.2 | 1.2 |
Non-current | – | – | 0.7 | – | 0.7 |
| Business change | Business | Repairs/ | |||
| projects | reorganisation | Dilapidations | Other | Total | |
| Company | £m | £m | £m | £m | £m |
Opening provision at 28 January 2024 | – | – | 0.2 | 0.1 | 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 | 0.2 | 0.1 | 0.6 |
Provision created during the year | 0.5 | – | 0.8 | – | 1.3 |
Provision utilised during the year | (0.3) | (0.2) | – | – | (0.5) |
Closing provision at 31 January 2026 | 0.3 | – | 1.0 | 0.1 | 1.4 |
Current | 0.3 | – | 0.4 | 0.1 | 0.8 |
Non-current | – | – | 0.6 | – | 0.6 |
178
A.G. BARR p.l.c. Annual Report and Accounts 2026
24. Provisions continued
| Retirement benefit | Share-based | Cash flow | Accelerated tax | Total deferred | |
| obligations | payments | hedge | depreciation | tax liability | |
| Group | £m | £m | £m | £m | £m |
At 28 January 2024 | (5.7) | 0.5 | 0.1 | (27.2) | (32.3) |
(Charge)/credit to the income statement (Note 7) | (0.9) | 0.1 | – | (4.5) | (5.3) |
Credit to other comprehensive income | 1.5 | – | – | – | 1.5 |
Credit to equity | – | 0.1 | – | – | 0.1 |
At 25 January 2025 | (5.1) | 0.7 | 0.1 | (31.7) | (36.0) |
Credit/(charge) to the income statement (Note 7) | 3.0 | 0.4 | – | (6.1) | (2.7) |
Credit to other comprehensive income | 2.0 | – | – | – | 2.0 |
Arising on acquisition | – | – | – | (5.3) | (5.3) |
Credit to equity | – | 0.1 | – | – | 0.1 |
At 31 January 2026 | (0.1) | 1.2 | 0.1 | (43.1) | (41.9) |
| Retirement benefit | Share-based | Cash flow | Accelerated tax | Total deferred tax | |
| obligations | payments | hedge | depreciation | liability | |
| Company | £m | £m | £m | £m | £m |
At 28 January 2024 | (5.7) | 0.4 | 0.1 | (7.7) | (12.9) |
(Charge)/credit to the income statement | (0.9) | 0.2 | – | (4.7) | (5.4) |
Credit to other comprehensive income | 1.5 | – | – | – | 1.5 |
Acquired on subsidiary integration | – | – | – | (7.2) | (7.2) |
Credit to equity | – | 0.1 | – | – | 0.1 |
At 25 January 2025 | (5.1) | 0.7 | 0.1 | (19.6) | (23.9) |
Credit/(charge) to the income statement (Note 7) | 3.0 | 0.4 | – | (7.2) | (3.8) |
Credit to other comprehensive income | 2.0 | – | – | – | 2.0 |
Acquired on subsidiary integration | – | – | – | (1.4) | (1.4) |
Credit to equity | – | 0.1 | – | – | 0.1 |
At 31 January 2026 | (0.1) | 1.2 | 0.1 | (28.2) | (27.0) |
NOTES TO THE
ACCOUNTS
CONTINUED
179
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
26. Financial risk management
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk and price risk), credit risk and liquidity
risk. The Board has delegated the management of the Group’s overall financial risk programme to the Treasury and Commodity Committee; this risk programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain
risk exposures.
Financial risk management is carried out in accordance with policies approved by the Board of Directors. Management identifies, evaluates and manages financial risks in close
cooperation with the Group’s business units. The Board provides guidance on overall market risk management, including use of derivative financial instruments and investment of
excess liquidity.
In addition, the Treasury and Commodity Committee deals with a range of other treasury matters, details of which are provided in the Corporate Governance Report.
180
A.G. BARR p.l.c. Annual Report and Accounts 2026
26. Financial risk management
| Total contractual outflow | ||
| 2026 | 2025 | |
| Group | £m | £m |
Forward commodity contracts – payable within one year | 20.0 | 19.5 |
Forward commodity contracts – payable within one to two years | 6.4 | 4.4 |
| Within | Total contractual | ||||||
| Year ended 31 January 2026 | 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 payables | 33.8 | – | – | – | – | – | 33.8 |
Accruals* | 30.0 | – | – | – | – | – | 30.0 |
Lease liabilities | 1.8 | 1.5 | 1.2 | 0.8 | 0.3 | 2.4 | 8.0 |
Borrowings | 40.0 | – | – | – | – | – | 40.0 |
Derivative financial instruments | 18.6 | 1.6 | – | – | – | – | 20.2 |
Contingent consideration | – | – | 2.0 | – | – | – | 2.0 |
124.2 | 3.1 | 3.2 | 0.8 | 0.3 | 2.4 | 134.0 |
| Within | Total contractual | ||||||
| Year ended 25 January 2025 | 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 payables | 32.4 | – | – | – | – | – | 32.4 |
Accruals* | 29.0 | – | – | – | – | – | 29.0 |
Lease liabilities | 1.8 | 1.6 | 0.8 | 0.3 | 0.1 | – | 4.6 |
Derivative financial instruments | 27.5 | 4.6 | – | – | – | – | 32.1 |
90.7 | 6.2 | 0.8 | 0.3 | 0.1 | – | 98.1 |
NOTES TO THE
ACCOUNTS
CONTINUED
181
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
26. Financial risk management continued
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, 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 31 January 2026, there was a net cash surplus of £41.6m (year ended 25 January 2025: net cash of £63.9m) with cash balances of £61.4m, short-term investments of
£20.2m and bank borrowings of £40.0m (year ended 25 January 2025: £21.4m, £42.5m and £nil respectively).
The Group monitors capital efficiency on the basis of the return on capital employed ratio (ROCE). In the financial year ended 31 January 2026, ROCE remained strong at 19.4%
(2025: 18.9%).
27. Retirement benefit obligations
During the year the Company operated the A.G. BARR p.l.c. (2008) Pension and Life Assurance Scheme (the ‘2008 Scheme’). The 2008 Scheme comprises a funded defined benefit
section based on final salary and a defined contribution section. The defined benefit section was closed to future accrual from 1 May 2016. The defined contribution section of the 2008
Scheme was closed to new entrants and new contributions from 30 June 2021 and all defined contribution assets (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.
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Present value of funded obligations | (65.4) | (65.7) | (65.4) | (65.7) |
Fair value of scheme assets | 65.9 | 72.5 | 65.9 | 72.5 |
Surplus recognised under IAS 19 | 0.5 | 6.8 | 0.5 | 6.8 |
Company contribution made to pension scheme in the year to 26 January 2014 | – | – | – | 13.8 |
Surplus recognised in the statement of financial position | 0.5 | 6.8 | 0.5 | 20.6 |
182
A.G. BARR p.l.c. Annual Report and Accounts 2026
27. Retirement benefit obligations continued
| Fair value of plan | Present value of | ||
| assets | obligation | Total | |
| Group and Company | £m | £m | £m |
At 25 January 2025 | 72.5 | (65.7) | 6.8 |
Interest income/(expense) | 3.7 | (3.5) | 0.2 |
Total cost recognised in income statement | 3.7 | (3.5) | 0.2 |
| Remeasurements | |||
– changes in demographic assumptions | – | (1.1) | (1.1) |
– changes in financial assumptions | – | 1.1 | 1.1 |
– experience | – | (0.5) | (0.5) |
– loss on annuity buy-in transaction | (7.3) | – | (7.3) |
Total remeasurements recognised in other comprehensive income | (7.3) | (0.5) | (7.8) |
| Cash flows | |||
Employer contributions | 1.3 | – | 1.3 |
Benefits paid | (4.3) | 4.3 | – |
Total cash outflow | (3.0) | 4.3 | 1.3 |
At 31 January 2026 | 65.9 | (65.4) | 0.5 |
| Fair value | Present value | ||
| of plan assets | of 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 |
NOTES TO THE
ACCOUNTS
CONTINUED
183
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
27. Retirement benefit obligations continued
2026 | 2025 | |
Discount rate | 5.6% | 5.5% |
Inflation assumption | 3.1% | 3.2% |
2026 | 2025 | |
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 | 24 | 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 | 26 |
| 2026 | 2025 | ||
| Unquoted | Quoted* | Unquoted | |
| £m | £m | £m | |
Bonds | – | 20.3 | – |
Cash | 0.9 | – | 22.0 |
Buy-in policy | 65.0 | – | 30.2 |
Total market value of scheme assets | 65.9 | 20.3 | 52.2 |
184
A.G. BARR p.l.c. Annual Report and Accounts 2026
27. Retirement benefit obligations continued
Change in assumption | Impact on overall liabilities | |
Discount rate | Increase/decrease by 0.5% | Decreases/increases liabilities by £3.7m |
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 |
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 |
NOTES TO THE
ACCOUNTS
CONTINUED
185
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
27. Retirement benefit obligations continued
| Less than | One to | Two to | Greater than five | |
| one year | two years | five years | years | |
Proportion of total pension benefits to be paid as at 5 April 2025 | 3% | 3% | 8% | 86% |
Proportion of total pension benefits to be paid as at 5 April 2024 | 2% | 3% | 8% | 87% |
| 2026 | 2025 | |
| £m | £m | |
Defined contribution costs | 5.7 | 4.7 |
186
A.G. BARR p.l.c. Annual Report and Accounts 2026
2026 | 2025 | |||
Shares | £m | Shares | £m | |
Authorised, issued and fully paid | 112,028,871 | 4.7 | 112,028,871 | 4.7 |
| Cash flow | Capital | ||
| hedge | redemption | ||
| reserve | reserve | Total | |
| Other reserves | £m | £m | £m |
At 25 January 2025 | (0.2) | 0.2 | – |
Movement on cash flow hedge reserve | – | – | – |
At 31 January 2026 | (0.2) | 0.2 | – |
NOTES TO THE
ACCOUNTS
CONTINUED
187
A.G. BARR p.l.c. Annual Report and Accounts 2026
Financial StatementsGovernance ReportStrategic Report
29. Share-based payments
As disclosed in the Directors' Remuneration Report, the Group runs a number of share award plans and share option plans:
• Savings Related Share Option Scheme which is open to all employees in participating companies
• LTIP options which are granted to executive directors and senior executives
• AESOP awards that are available to all employees in participating companies
Share-based payment costs and related deferred and current tax charges are recognised within the share option reserve.
Savings Related Share Option Scheme (SAYE)
All SAYEs outstanding at 31 January 2026 and 25 January 2025 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:
2026 | 2025 | |||
| Average | Average | |||
| exercise price in | exercise price in | |||
| pence | pence | |||
| Options | per share | Options | per share | |
At start of the year | 533,054 | 517p | 572,010 | 470p |
Granted | 213,763 | 701p | 262,111 | 567p |
Forfeited | (81,120) | 538p | (92,343) | 487p |
Exercised | (101,937) | 501p | (208,724) | 560p |
At end of the year | 563,760 | 558p | 533,054 | 517p |
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 | 23 May 2025 | 23 May 2025 |
Number of share awards granted | 164,758 | 49,005 |
Share price at date of grant | 701p | 701p |
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 | 148p | 184p |
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, £5.10 and £6.15 (2025:
£5.06, £4.63 and £5.10).
The weighted average share price on the dates that options were exercised in the year to 31 January 2026 was £6.80.
The weighted average remaining contractual life of the outstanding share options at the year end is 21 months (2025: two years).
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29. Share-based payments continued
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 LTIP grants participants the right to receive
ordinary shares of the Company or options to subscribe for shares at a fixed price. The significant inputs to the model were as follows:
| LTIP 25 | LTIP 24 | LTIP 23 | |
| Date of grant | 28 April 2025 | 28 April 2025 | 28 April 2025 |
Number of share awards granted | 446,888 | 42,405 | 55,719 |
Share price at date of grant | 676p | 676p | 676p |
Contractual life in years | 3 | 2 | 1 |
Dividend yield | 2% | 2% | 2% |
Expected outcome of meeting performance criteria (at grant date) | 100% | 100% | 100% |
Fair value determined at grant date | 627p | 642p | 658p |
Vesting conditions are dependent on performance measures, normally over a three year performance period (see table above).
The performance conditions of the three LTIP awards vary depending on the level of senior management and are largely based on market conditions: cumulative Earnings Per Share (‘EPS’)
and Total Shareholder Return (‘TSR’) as well as non-market conditions: environmental sustainability and cumulative profit before tax targets.
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:
| 2026 | 2025 | |
| Share awards | Share awards | |
At start of the year | 936,904 | 1,096,457 |
Granted | 545,012 | 401,177 |
Vested | (300,512) | (368,139) |
Lapsed | (23,048) | (192,591) |
At end of the year | 1,158,356 | 936,904 |
The weighted average share price on the dates that share awards vested in the year to 31 January 2026 was £6.54.
The weighted average remaining contractual life of the outstanding share awards at the year end is 2.07 years (2025: 1.26 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 25 January 2025: 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.
NOTES TO THE
ACCOUNTS
CONTINUED
189
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Financial StatementsGovernance ReportStrategic Report
| 2026 | 2025 | |
| £m | £m | |
Salaries and short-term benefits | 4.0 | 4.9 |
Post employment benefits | 0.2 | 0.3 |
Share-based payments | 2.6 | 2.0 |
6.8 | 7.2 |
| Ownership interest | |||||
| held by the Group | |||||
| Place of business/country | 2026 | 2025 | |||
| Name of entity | of incorporation | Address | % | % | Principal activities |
Rubicon Drinks Limited* | UK | Milton Keynes | 100 | 100 | Distribution of fruit-based soft drinks |
MOMA Foods Limited* | UK | Milton Keynes | 100 | 100 | Distribution and selling of oat drinks and cereals |
Innate-Essence Limited* | UK | London | 50.1 | – | Distribution and selling of functional drinks |
Frobishers Juices Limited* | UK | Exeter | 100 | – | Distribution of premium fruit-based 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 |
FUNKIN Limited* | UK | Milton Keynes | 100 | 100 | Non-trading entity |
FUNKIN USA Limited* | USA | Milton Keynes | 100 | 100 | Non-trading entity |
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 |
Boost Drinks Limited* | UK | Milton Keynes | 100 | 100 | Non-trading entity |
Frobishers Juices (Holdings) Limited* | UK | Exeter | 100 | – | Investment holding company |
190
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31. Subsidiaries continued
32. Subsequent events
On 2 February 2026, the company acquired 100% of the share capital of Fentimans Limited, a premium soft drinks brand for cash consideration of £38.4m, plus a £2.1m repayment of a
directors loan. The acquisition will be treated as a business combination under IFRS 3. The fair value assessment of the acquisition consideration, identifiable assets acquired and liabilities
assumed is ongoing. Given the proximity of the acquisition to the financial statements being authorised for issue, it is not practical at this stage to reasonably estimate the financial effect of
the acquisition on the Group's consolidated financial statements. The Group expects to complete the purchase price allocation exercise under IFRS 3 in the first half of 2026, accordingly,
provisional disclosures will be included in the Group's interim results to 1 August 2026.
NOTES TO THE
ACCOUNTS
CONTINUED
191
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Financial StatementsGovernance ReportStrategic Report
GLOSSARY
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 calculated by dividing adjusted profit attributable to equity holders by the weighted average number of shares in issue.
Adjusted operating margin is calculated by dividing adjusted operating profit by revenue.
Adjusted operating profit is calculated as operating profit after adjusting items.
Adjusted profit before tax is 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 defined as adjusted profit before tax divided by invested capital.
Cash capital expenditure is defined as the cash outflow on purchases of property, plant and equipment, and is disclosed in the cash flow statement.
Full year dividend is defined as the total dividends declared for the financial year.
Gross margin is calculated by dividing gross profit by revenue.
Net cash at bank is defined as the net of cash plus short-term investments less loans and other borrowings as shown in the statement of financial position.
Operating margin is calculated by dividing operating profit by revenue.
Return on capital employed (ROCE) is defined as reported profit before tax as a percentage of invested capital. Invested capital is a non-GAAP measure defined as the average of the
opening and closing non-current assets plus current assets less current liabilities excluding all balances relating to any provisions, financial instruments, interest-bearing liabilities and cash
or cash equivalents.
192
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RECONCILIATION
OF NON-GAAP
MEASURES
Adjusted Consolidated Income Statements
Year ended 31 January 2026 Year ended 25 January 2025
Reported
£m
Business
reorganisation &
integration
£m
Acquisition
related
£m
Asset
impairment
£m
Total
adjustments
Adjusted
£m
Reported
£m
Business
change projects
£m
Adjusted
£m
Revenue 437.3 – – – – 437.3 420.4 – 420.4
Cost of sales (260.0) – – – – (260.0) (256.1) – (256.1)
Gross profit 177.3 – – – – 177.3 164.3 – 164.3
Operating expenses (115.7) 1.3 1.4 0.5 3.2 (112.5) (112.6) 5.3 (107.3)
Operating profit 61.6 1.3 1.4 0.5 3.2 64.8 51.7 5.3 57.0
Finance income 1.7 – – – – 1.7 2.0 – 2.0
Finance costs (0.7) – – – – (0.7) (0.5) – (0.5)
Profit before tax 62.6 1.3 1.4 0.5 3.2 65.8 53.2 5.3 58.5
Tax on profit (15.9) (0.3) (0.4) – (0.7) (16.6) (13.5) (0.9) (14.4)
Profit for the period 46.7 1.0 1.0 0.5 2.5 49.2 39.7 4.4 44.1
Attributable to:
Equity shareholders of the
parent Company 47.1 1.0 0.7 0.5 2.2 49.3 39.7 4.4 44.1
Non-controlling interests (0.4) – 0.3 – 0.3 (0.1) – – –
Adjusting entries:
Business reorganisation & integration – the costs associated with the integration of FUNKIN and restructuring of the Commercial function and one-off accrual of costs relating to the
integration of the Frobishers business that will commence in H1 and will be completed by H2 FY26/27.
Acquisition related – professional and transaction fees in relation to the acquisition work undertaken in the financial year for Innate-Essence, Frobishers and Fentimans.
Asset impairment – impairment of vehicles that were part of Barr Direct operations.
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.
193
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Financial StatementsGovernance ReportStrategic Report
Adjusted basic EPS 2026 2025
Adjusted profit attributable to equity holders of the Company £m 49.3 44.1
Weighted average number of shares in issue 111,438,412 110,874,571
Adjusted basic EPS (p) 44.24 39.77
Full year dividend
2026
pence
2025
pence
Interim dividend paid 3.44 3.10
Final dividend declared 15.27 13.76
Full year dividend 18.71 16.86
Gross margin
2026
£m
2025
£m
Revenue 437.3 420.4
Gross profit 177.3 164.3
Gross margin 40.5% 39.1%
Net cash at bank
2026
£m
2025
£m
Cash 61.4 21.4
Short-term investments 20.2 42.5
Loans and other borrowings (40.0) –
Net cash at bank 41.6 63.9
Operating margin
2026
£m
2025
£m
Revenue 437.3 420.4
Operating profit 61.6 51.7
Operating margin 14.1% 12.3%
Adjusted operating margin
2026
£m
2025
£m
Revenue 437.3 420.4
Adjusted operating profit 64.8 57.0
Adjusted operating margin 14.8% 13.6%
194
A.G. BARR p.l.c. Annual Report and Accounts 2026
Adjusted Consolidated Income Statements continued
ROCE
2026
£m
2025
£m
Profit before tax 62.6 53.2
Average invested capital 322.1 281.3
ROCE 19.4% 18.9%
Adjusted ROCE
2026
£m
2025
£m
Adjusted profit before tax 65.8 58.5
Average invested capital 322.1 281.3
Adjusted ROCE 20.4% 20.8%
Average invested capital
2026
£m
2025
£m
2024
£m
Intangible assets 162.3 129.2 130.4
Property, plant and equipment 145.6 118.0 109.0
Right-of-use assets 8.4 5.0 5.2
Inventories 31.7 31.7 36.5
Trade and other receivables 82.2 76.8 63.8
Current tax 0.6 0.4 –
Trade and other payables (74.6) (73.2) (70.3)
356.2 287.9 274.6
Average invested capital 322.1 281.3
RECONCILIATION
OF NON-GAAP
MEASURES
CONTINUED
195
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Financial StatementsGovernance ReportStrategic Report
NOTICE OF
ANNUAL
GENERAL
MEETING
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-second Annual General Meeting of A.G. Barr p.l.c. (the ‘Company’) will be held at the offices of Shepherd and Wedderburn LLP,
1 West Regent Street, Glasgow, G2 1RW on Friday 22 May 2026 at 12.00 p.m. to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 15 (inclusive) will be
proposed as ordinary resolutions and Resolutions 16 and 17 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 31 January 2026 together with the directors’ and auditor’s reports thereon.
2. To approve the directors’ remuneration policy set out on pages 113 to 123 of the Company’s annual report and accounts for the year ended 31 January 2026.
3. To receive and approve the annual statement by the chair of the remuneration committee and the directors’ remuneration report as set out on pages 93 to 97 and pages 98 to 112
respectively of the Company’s annual report and accounts for the year ended 31 January 2026.
4. To declare a final dividend of 15.27 pence per ordinary share of 4 1/6 pence for the year ended 31 January 2026.
5. To re-elect Susan Barratt as a director of the Company.
6. To re-elect Euan Sutherland as a director of the Company.
7. To re-elect Stuart Lorimer as a director of the Company.
8. To re-elect Julie Barr as a director of the Company.
9. To re-elect Zoe Howorth as a director of the Company.
10. To re-elect Louise Smalley as a director of the Company.
11. To re-elect Nicholas Wharton as a director of the Company.
12. To elect Rohit Dhawan as a director of the Company.
13. 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.
14. THAT the new draft A.G. Barr p.l.c. Annual Bonus Plan produced at the meeting (and, for the purposes of identification, initialled by the Chair) be and hereby is approved and adopted,
and that the board of directors of the Company be authorised to do all acts and things which it may consider necessary or expedient to carry the Annual Bonus Plan into effect.
15. 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
196
A.G. BARR p.l.c. Annual Report and Accounts 2026
NOTICE OF
ANNUAL
GENERAL
MEETING
CONTINUED
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 2027 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.
16. THAT, subject to the passing of resolution 15 set out in the notice of the annual general meeting of the Company convened for 22 May 2026 (‘Resolution 15’), 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 15 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 2027 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.
17. 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 2027 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.
By order of the Board
Christopher K. O’Donnell
Company Secretary
21 April 2026
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 200 to 202 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).
197
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Financial StatementsGovernance ReportStrategic Report
Explanatory Notes
The following notes provide an explanation of the resolutions to be considered at the one hundred and twenty-second 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 15 (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 16 and 17 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 31 January 2026 together with
the associated reports of the directors and auditor.
Resolutions 2 and 3 – 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 93 to 97 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 113 to 123 of this report) sets out the Company’s future policy on directors’ remuneration.
• The directors’ remuneration report (which is set out on pages 98 to 112 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 31 January 2026. It also details how the Company’s policy on directors’ remuneration will be operated in the coming year.
(i) Resolution 2 invites shareholders to approve the directors’ remuneration policy. This is a binding policy and, after it takes effect, the directors will not be entitled to remuneration unless
such remuneration is consistent with the approved policy or shareholders otherwise approve the remuneration. If Resolution 2 is approved, the policy will take effect from the
conclusion of the AGM. Shareholders will be given a binding vote on the directors’ remuneration policy at least every three years.
(ii) Resolution 3 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) for the year ended 31 January 2026. This resolution is an advisory vote and will not affect the way in which the Company’s remuneration policy has been
implemented. Each year, shareholders will be given an advisory vote on the implementation of the directors’ remuneration policy in relation to the payments and share awards made to
directors during the year under review.
Resolution 4 – Final dividend
Shareholders are being asked to approve a final dividend of 15.27 pence per ordinary share of 4 1/6 pence for the year ended 31 January 2026. If shareholders approve the
recommended final dividend, it will be paid on 5 June 2026 to all shareholders on the Company’s register of members as at 8 May 2026.
Resolutions 5 to 12 inclusive – Re-election and election of directors
The Company’s Articles of Association require that all newly appointed directors retire at the first annual general meeting following their appointment. Consequently, Rohit Dhawan will
retire and offer himself for election at the AGM.
The Board complies with the provisions of the UK Corporate Governance Code whereby all directors are subject to annual re-election. Accordingly, all directors of the Company are
retiring and offering themselves for re-election.
Biographical details of the directors are set out on pages 70 to 71 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 election or re-election of the directors.
198
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NOTICE OF
ANNUAL
GENERAL
MEETING
CONTINUED
Resolution 13 – 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 14 – Approval and adoption of Annual Bonus Plan
Under the proposed directors’ remuneration policy, the Remuneration Committee (the ‘Committee’) will have the flexibility to satisfy the deferred element of the Executive Directors’
bonuses through the use of nil cost options or conditional shares, in line with standard market practice, as opposed to solely through the acquisition of market shares. The Company is,
therefore, seeking shareholder approval for an updated version of the Company’s Annual Bonus Plan (the ‘Plan’) at the AGM, which allows for such flexibility.
The rules of the Plan are substantially the same as the existing Annual Bonus Plan, which were not previously subject to a binding shareholder vote, but give flexibility to grant nil cost
options or conditional share awards to satisfy the deferred element of executive directors’ bonuses, in line with the proposed directors’ remuneration policy, alongside updates to take
account of developments in legislation, corporate governance, market practice and investor guidelines and the operation of the Plan.
The Plan will expire after 10 years in May 2036. The Plan provides that in any 10 year period not more than 10% of the Company’s issued share capital may be issued under the Plan and
any other employee share plans adopted by the Company.
The principal terms of the Plan are summarised in the Appendix 1 to this Notice (on pages 203 to 205 of this report).
Resolution 15 – Authority to allot shares
The directors may not allot shares in the Company unless authorised to do so by shareholders at a general meeting. Sub-paragraph (a) of Resolution 15, 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 9 April 2026 (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 15, 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 9 April 2026 (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 15. 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 15 will expire on the earlier of 31 July 2027 (being the latest date by which the Company must hold its annual general meeting in 2027) and the
conclusion of the annual general meeting of the Company held in 2027.
Resolution 16 – 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 16, 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 16 would also cover the sale of
treasury shares for cash.
Sub-paragraph (a) of Resolution 16 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 16 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 9 April
2026 (being the latest practicable date prior to the publication of this report).
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The authority sought under Resolution 16 will expire on the earlier of 31 July 2027 (being the latest date by which the Company must hold an annual general meeting in 2027) and the
conclusion of the annual general meeting of the Company held in 2027.
Resolution 17 – Purchase of own shares
The Companies Act 2006 permits a company to purchase its own shares provided the purchase has been authorised by shareholders at a general meeting.
Resolution 17, 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 9 April
2026 (being the last practicable date prior to the publication of the report), and will expire on the earlier of 31 July 2027 (being the latest date by which the Company must hold an annual
general meeting in 2027) and the conclusion of the annual general meeting of the Company held in 2027.
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 three 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 9 April 2026 (being the latest practicable date prior to the publication of this report), options had been granted over 1,717,212 ordinary shares (the ‘Option Shares’) representing
approximately 1.53% of the Company’s issued share capital at that date. If the authority to purchase the Company’s ordinary shares (as described in Resolution 17) was exercised in full, the
Option Shares would have represented approximately 1.70% of the Company’s issued share capital as at 9 April 2026. As at 9 April 2026, the Company did not hold any treasury shares.
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NOTICE OF
ANNUAL
GENERAL
MEETING
CONTINUED
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 by the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA at least 48 hours
before the time of the AGM or any adjournment of that meeting. Shareholders may elect to appoint a proxy electronically by accessing the Equiniti Shareview portal at www.shareview.co.uk.
Registered users should log into their ‘Shareview Portfolio’ and navigate to the ‘My Investments’ section to access the voting functionality and submit their instructions. Shareholders who
have not yet registered for a Shareview Portfolio may do so by following the registration prompts on the same website. To be valid, electronic proxy appointments must be received by the
Registrar no later than the time specified above.
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.
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
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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 20 May 2026 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
20 May 2026 (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.
12. Voting rights
As at 9 April 2026 (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 9 April 2026, the Company did not hold any treasury shares. Therefore, the total voting rights in the Company as at 9 April 2026 were 112,028,871 votes.
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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 agm2026@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 Shepherd and Wedderburn LLP, 1 West Regent Street, Glasgow, G2 1RW from
11.45 a.m. until the conclusion of the AGM:
17.1 copies of the service contracts of the Company’s executive directors;
17.2 copies of the letters of appointment of the Company’s non-executive directors; and
17.3 the draft rules of the A.G. BARR p.l.c. Annual Bonus Plan (the ‘Plan’)
The Plan will also be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of sending this document.
The draft rules of the Plan will also be on display at the place of the AGM for at least 15 minutes before the AGM and during the AGM.
NOTICE OF
ANNUAL
GENERAL
MEETING
CONTINUED
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Principal Terms of the Annual Bonus Plan
The principal terms of the A.G. Barr p.l.c. Annual Bonus Plan (the ‘Plan’) are summarised below. A copy of the proposed rules of the Plan may be inspected as specified in Note 17 to the
Notice of Annual General Meeting.
The Company’s Remuneration Committee (the ‘Committee’) will supervise the operation of the Plan under which awards may be granted over ordinary shares in the capital of the Company
(‘Shares’). Awards under the Plan may be made at the discretion of the Committee. Under the Plan, awards may be granted in the form of Shares (‘Deferred Shares’), options to acquire
Shares (‘Options’), or conditional awards to acquire Shares (‘Conditional Awards’). Awards under the Plan may have a nil or nominal award price or an award price set at such other
amount as the Committee determines. Equivalent cash-based or cash satisfied awards may also be granted under the Plan.
Eligibility and grant
The Plan provides for part of the participants’ cash bonus in respect of a financial year (granted under the Company’s discretionary bonus arrangements) to be awarded in the form of
Deferred Shares or awards over Shares in the form of Options or Conditional Awards (‘Deferred Share Awards’), at the discretion of the Committee. In practice, it is intended that Options
will normally be granted under the Plan.
The Company may select one or more employees (including executive directors) for participation in the Plan from time to time. The Committee will determine which individuals will receive
Deferred Shares or be granted Deferred Share Awards and what type of Deferred Share Awards will be granted.
Individual Limit
The maximum aggregate amount of the award payable to a participant under the Plan in respect of any financial year shall be determined and specified in the Directors’ Remuneration
Policy for that financial year.
Normal vesting of Deferred Share Awards
When the Committee grants a Deferred Share Award it shall determine the vesting date of the Deferred Share Award in its sole discretion. If the Deferred Share Award is an Option,
the last day on which it may be exercised before it lapses will be the day before the tenth anniversary of the Deferred Share Award Date, or such earlier date as the Committee determines
at the Deferred Share Award Date, provided that the Option may also lapse earlier as provided for in the Plan rules.
Leavers
Deferred Share Awards will lapse if a participant ceases to be employed by the Group prior to vesting, unless the cessation is by reason of death, disability, ill-health, injury, sale of the
employing company or business unit out of the Group or any other reason at the Committee’s discretion. In these circumstances, the Deferred Share Award will vest on the normal vesting
date (unless the Committee determines it will vest on the date of cessation). In either case, Deferred Share Awards shall vest to the extent determined by the Committee in its absolute
discretion. Deferred Share Awards granted as Options may be exercised during a period of normally 6 months commencing on the date of termination or vesting, or 12 months in the
case of death.
Grant of awards
Deferred Share Awards may usually only be granted under the Plan during the 42 day period following: (a) the day after the announcement of the Company’s results through a Regulatory
Information Service for any period; (b) where a new directors’ remuneration policy has been implemented, the effective date of that policy; or (c) any day on which the Committee
resolves that exceptional circumstances exist which justify the grant of Deferred Share Awards.
No Deferred Share Awards may be granted under the Plan after May 2036 (specifically, following the expiry of the period of 10 years beginning with the date on which the Plan was
approved by shareholders of the Company).
No payment is required for the grant of a Deferred Share Award. Awards and Deferred Share Awards granted under the Plan are not transferable, except on death, and are not pensionable.
Dilution limit
No Deferred Share Award may be granted under the Plan if it would cause the number of Shares issued or issuable in the preceding 10 years under the Plan and any other employee
share plan adopted by the Company to exceed 10% of the Company’s issued share capital at that time. These limits include newly issued (or treasury) Shares but exclude lapsed awards
and Shares that have been purchased in the market.
APPENDIX 1
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APPENDIX 1
CONTINUED
Adjustment of level of bonus payable
The Committee may adjust the level of bonus payable under an award (upwards or downwards) to ensure it is appropriate and fair in the context of the overall performance of the
Company or the participant.
Malus and clawback
The Committee may in its absolute discretion determine before vesting to reduce the number of Shares subject to a Deferred Share Award, cancel the Deferred Share Award or impose
further conditions on the Deferred Share Award in circumstances it considers appropriate. For Deferred Shares which have not been transferred to the designated trustee or nominee,
the Committee may in its absolute discretion reduce the number of Deferred Shares or amend the conditions applicable to the Deferred Shares.
In addition, the Committee may in its absolute discretion reclaim value paid to individuals up to the release date in respect of an award and/or the normal vesting date in respect of a
Deferred Share Award, if the Committee determines the circumstances to be appropriate.
Circumstances that may trigger malus or clawback are:
• discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Company for a period that
was wholly or partly before the end of the period over which the performance condition applicable to an award was assessed; and/or
• the discovery that the assessment of any performance condition or condition in respect of an award was based on error, or inaccurate or misleading information; and/or
• the discovery that any information used to determine the number of Deferred Shares (and/or dividend equivalent Shares) subject to an award or Shares subject to a Deferred Share
Award was based on error, or inaccurate or misleading information; and/or
• action or conduct of a participant occurs or is discovered which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or
• events or behaviour of a participant have led to the censure of a Group Company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group
Company provided that the Committee is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational damage is
attributable to them; and/or
• a material failure of risk management of the Company, a Group Company or a business unit of the Group occurs or is discovered provided that the Committee is satisfied that the
relevant participant was responsible; and/or
• the Company or any Group Company or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Shares is materially
reduced, provided that the Committee determines following an appropriate review of accountability that the participant should be held responsible (in whole or in part) for that
insolvency or corporate failure.
Clawback may be effected by requiring transfer of Shares, cash payment or reduction of awards.
Post-vesting and post-cessation holding requirements
Deferred Shares may be subject to a holding period, determined by the Committee, during which they may not be assigned or disposed of.
Where Deferred Shares are subject to a holding requirement, the Deferred Shares will be delivered (net of any tax liability) to such nominee, or other holding arrangement, as the
Committee may determine.
Corporate events
On a takeover or reconstruction, Deferred Share Awards will vest early. The extent to which the awards will vest is determined by the Committee, taking into account the proportion of the
period between the grant date and the normal vesting date, unless the Committee determines otherwise. Alternatively, participants may be allowed or required to exchange their Deferred
Share Awards for awards over shares in the acquiring company.
Dividend equivalents, exercise of Options and share rights
The Committee may decide that a Deferred Share Award will include the right to a payment in cash or Shares on vesting, equivalent to dividends that would have been paid on the vested
Shares subject to the Deferred Share Award between grant and vesting.
Once vested, Options granted under the Plan may normally be exercised up to the tenth anniversary of their grant. Shares allotted under the Plan rank equally with other Shares then in
issue (except for rights arising by reference to a record date prior to their allotment).
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Variation of capital
On a variation in the Company’s share capital, a special dividend or any event that would materially affect the market price of the Shares subject to a Deferred Share Award, the Committee
may adjust awards and/or the Plan rules and/or take any other such actions as the Committee may think appropriate.
Alterations
The Committee may amend the rules of the Plan as it considers appropriate. The prior approval of the shareholders of the Company at a general meeting must be obtained in the case
of any amendment to the advantage of participants which is made to the provisions relating to eligibility, individual or overall limits, the basis for determining the entitlement to Shares or
cash under the Plan and the adjustments that may be made in the event of any variation to the share capital of the Company, except for any minor amendment to benefit the administration
of the Plan, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants,
the Company or Group companies. Any amendments may not materially adversely affect the rights of Awards or Deferred Share Awards except: (a) to take account of legal or regulatory
requirements, (b) where the participant has been notified of any such amendment and the majority of participants have approved the amendment, or (c) in any event where there is an
inconsistency between the Directors’ Remuneration Policy and the terms of the Rules, such that the terms of the Directors’ Remuneration Policy will apply.
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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