The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2024 for AB InBev UK Limited ("the Company").
The nature of the Company’s operations and its principal activities are brewing, distributing, and importing beer. The Company is a wholly owned subsidiary. The ultimate parent company and controlling party is Anheuser Busch InBev NV/SA, incorporated in Belgium and the immediate parent company is Nimbuspath Limited, a company incorporated in the United Kingdom.
The UK economic environment in 2024 showed signs of recovery, with inflation easing and consumer confidence gradually improving. While challenges remained, particularly in managing costs and adapting to evolving consumer behaviours, the overall market conditions were more stable than in 2023. This enabled more consistent supply chain operations and allowed for more strategic pricing and promotional activity.
The beer industry declined in 2024, with both the off-trade and the on-trade sector declining low single digits (in line with longer term trends, prior to the volatility caused by the pandemic). Consumer interest in premium and super-premium offerings continued to rise, driven by a shift toward quality, experience, and sustainability.
Despite a competitive landscape, AB InBev UK Limited delivered strong performance across its three strategic pillars:
Lead and grow the category - We expanded our presence in the super-premium segment, with Corona and Camden Town showing strong growth. We also worked to onboard San Miguel, one of the foremost brands in the UK to our portfolio, enhancing our holistic consumer offering.
Digitise and monetise our ecosystem - We enhanced our digital capabilities, improving customer engagement and operational efficiency through data-driven insights and e-commerce expansion.
Optimise the business - We continued to streamline operations, improve cost efficiencies, and invest in capabilities that support long-term value creation.
In 2024, AB InBev UK Limited maintained its leadership in the off-trade sector, with beer volume share staying flat vs. 2023. In the on-trade sector as well our share was relatively flat vs. 2023 with a small decline of 20bps.
We also continued to invest in our people and culture, embedding a growth mindset and reinforcing our commitment to diversity, equity, and inclusion across the organisation.
Looking ahead to 2025, we are optimistic about continued economic stabilisation and growth in the beer category. Our focus will remain on:
Expanding the premium and super-premium portfolio - We will continue to invest in brands like Stella Artois, Corona, Camden, and our innovation pipeline to meet evolving consumer preferences.
Strengthening the on-trade sector - We are committed to supporting our on-trade partners and driving growth through premiumisation, experiential marketing, and tailored support.
Sustainability and responsibility - We remain dedicated to our sustainability goals. All our beers are brewed using 100% renewable electricity, and we are making further progress in sustainable packaging and waste reduction. Our commitment to responsible drinking is reflected in the continued growth of our alcohol-free and low-alcohol portfolio.
Leveraging global partnerships - We are excited to activate our global sponsorships across Wimbledon, FIFA Club World Cup 2025, bringing our brands to life across the UK and reinforcing our commitment to moderation and celebration.
We believe our strategic focus, strong brand portfolio, and commitment to innovation and sustainability position us well for long-term success.
Principal risks and uncertainties
The management of the business and the execution of the Company's strategy are subject to a number of risks.
The key business risks and uncertainties affecting the Company are considered to relate to increasing commodity costs, which increases production costs. These are monitored regularly by the Board of Directors and management of the Company.
Risk management policy
The Company's Board of Directors monitor risk management and the controls in place. These controls are regularly reviewed.
The main risks affecting the Company and their related risk management policies are as follows:
1. Credit risk
No material exposure is considered to exist in respect of intercompany loans or third-party debt. The Company has implemented policies that require appropriate credit checks on potential customers before sales are made and the Company monitors the exposure to individual customers on an ongoing basis. The Company principally trades with large, well-known businesses.
2. Interest rate risk
The Company has both interest-bearing intercompany assets and interest-bearing intercompany liabilities. No material exposure is therefore considered to exist regarding changes in interest rates.
3. Foreign currency risk
Purchases of goods and services from overseas group undertakings are denominated in foreign currencies with the Company assuming the foreign currency risk. The Group treasury function takes out contracts to manage this risk at the group level with the use of financial derivatives governed by the Ultimate Parent Company’s policies approved by its Board of Directors. The Company does not use any foreign exchange derivatives for speculative purposes.
4. Climate change risk
Climate change is a big challenge affecting our industry and the whole world. It can impact the Company by affecting water and other raw materials' availability and prices. No material financial exposure is considered to exist regarding climate change risk.
Based on forecasts and the current level of activity in the business, the Directors deem it appropriate to prepare the financial statements on a going concern basis.
In addition, ABI UK Holding 1 Limited, an intermediate parent company of AB InBev UK Limited, has provided the Company with an undertaking that for at least twelve months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the Company to enable the Company to continue in operational existence for the foreseeable future. As with any company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that the support will continue, although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
The Company Directors use net revenue, gross profit, operating profit, and cash from operations as a measurement of effectiveness of operations. The Company reached a net revenue and gross profit of £1,675m and £450m respectively (2023: net revenue £1,662m, gross profit £413m).
The Company uses non-financial KPIs regularly, such as customer retention, employee engagement and company reputation.
Loss for the financial year amounts to £61m (2023: Loss for the financial year of £80m).
The Directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, as set out in section 172 of the Companies Act 2006. In doing so, the Directors must have regard (among other matters) to:
the likely consequences of any decision in the long term;
the interests of the Company's employees;
the need to foster the Company's business relationships with suppliers, customers and others;
the impact of the Company's operations on the community and the environment,
the desirability of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Company.
The Directors acted in a way that they consider would promote the success of the Company in accordance with the above.
The Directors welcome the legislation regarding stakeholder engagement.
The Company's Board of Directors considers the likely consequences of any decision in the long term by monitoring risk management and the controls in place. These controls are regularly reviewed. The Company also has access to sophisticated forecasting, business planning and macro and micro economic analysis.
The relationships with stakeholders are considered by the Board of Directors when making decisions and the impact these decisions may have on stakeholders.
We list below our key stakeholders and how we engage with them. The list reflects a combination of the key touchpoints of our business on a day-to-day basis, and others that are important to us as a business and our role in society. The Directors understand that not every decision they make will result in a positive outcome for all stakeholders. However, they aim to consider them alongside the Company’s purpose, values and strategic priorities.
Employees - In order to attract and retain the best people, the Company continually looks for effective ways to engage with and reward its employees. It offers a wide range of flexible benefits, including healthcare and pension plans. Senior employees are given the opportunity to participate in group-wide employee share schemes.
The Company acts to protect jobs by pursuing a profitable growth strategy. Managing costs tightly ensures that resources are best deployed.
The Company is committed to increasing employee engagement and involvement and believes that effective two-way communication between the Company and its employees brings real business benefits. Employees can express their views at management meetings and through regular employee opinion surveys. These surveys are then reviewed and turned into engagement action plans, to which management strive to improve results annually.
On a regular basis, employees are made aware of the financial performance of the Company, their business units and of the wider group as a whole, via in-house newsletters, emails, all employee meetings and online calls with senior leaders. Questions are routinely taken and answered by senior leaders as part of the meetings and online sessions.
Directors meet monthly to discuss in detail initiatives related to employees and in between these routine meetings the Directors have weekly team meetings, 1:1’s with executive teams and frequent ad hoc meetings with the People team and employees.
Suppliers - Our suppliers are fundamental to our business. Our strong long-term working relationships with our suppliers are important to ensure the efficiency of the Company’s operations and we pride ourselves on working fairly with all our suppliers. The Company receives full support from an expert procurement team in its supplier relationships who apply European best practice.
Customers - Customers are of course a key part of our business, and our teams talk to them every day to understand their concerns and to work with them to support mutual goals. The Company aims to be number one in customer service and makes its business decisions accordingly.
Consumers - A key part of our culture is recognising that the consumer is the boss, and on that basis, we work every day to put the consumer at the centre of what we do. We aim to create a nation of smart drinkers and to champion Britain’s iconic beer culture.
Community - We recognise the importance of having strong working relationships with our local communities, in particular around our breweries in Samlesbury in Ribble Valley in the North West of England, established in 1972 and Magor in South Wales, established in 1979. Our other breweries in Camden Town and Enfield are craft brewing innovators.
Environment - We strive to make the world a better place, combining our scale, resources and energy with the needs of our communities. Our sustainability strategy is embedded throughout our business and across our supply chain.
Government and regulators - We are a founding member of the Portman Group, a social responsibility body and regulator for alcohol labelling, and support Drinkaware, an independent charity which aims to reduce alcohol-related harm. We are a central member of the British Beer and Pub Association, the voice of pubs and brewers. We are also members of the All Party Parliamentary Beer Group, Parliamentary Renewable and Sustainable Energy Group and Industry and Parliament Trust. We engage openly and proactively with Governments and Councils at a national, devolved, and local level to support our industry and work towards supporting its success in the future.
As a Company, we never take shortcuts. We know that integrity, hard work, quality, and responsibility are key to building our business.
Acting fairly between members - Finally, regarding the need to act fairly between the members of the Company, the Company is wholly owned by Nimbuspath Limited.
Purpose of report
These Sustainability statements serve as AB InBev UK Limited’s non-financial reporting on matters in accordance with the UK Government’s Mandatory climate-related financial disclosures by publicly quoted companies, large private companies, and LLPs, as mandated by the: Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.
Board oversight
Sustainability oversight is managed at group level for our global business. As the Company’s ultimate decision-making body, the Board’s sustainability oversight includes review and, as appropriate, approval of key enterprise-wide strategies and sustainability performance. The Board received multiple updates on sustainability matters in 2024. Four Board committees assist the Board in exercising this role as part of their responsibilities.
Governance is overseen by group-level committees within AB InBev, which apply across all group companies, including AB InBev UK Limited.
The Nomination Committee reviews corporate governance matters as part of its role in nomination and retention of Directors and executives and determines whether the Board composition fulfils the appropriate skills and expertise.
The Remuneration Committee reviews remuneration policies and packages as part of its role in the compensation and retention of Directors and executives.
The Finance Committee reviews sustainability matters as part of its assessment of funding requirements, financial risk, supply security and sourcing strategies.
The Audit Committee reviews environmental matters as part of its overall audit function, including significant public disclosures on related impacts, risks and opportunities, and goals.
Please see the Corporate governance statement in AB InBev’s 2024 Annual Report for more information.
2. Strategy
AB InBev regularly evaluates risks and opportunities at Group level, monitoring through tools and frameworks, including:
the Task Force on Climate-Related Financial Disclosures (TCFD) for climate-related risks and opportunities
a water risk assessment tool to review the company’s operational risks globally
human rights due diligence processes
Climate-related risks and opportunities, impact on business strategy and financial planning and resilience of strategy
AB InBev’s business is closely tied to the natural environment. Agricultural crops and water are its key ingredients. It requires raw materials for packaging and energy, and fuel to brew, transport and cool its beers. Climate change or other environmental concerns, or legal, regulatory, or market measures to address climate change or other environmental concerns, may affect the company's business or operations including the availability of key production inputs.
For purposes of its global reporting, AB InBev used the Task Force on Climate-Related Financial Disclosures (TCFD) framework to assess climate-related risks and opportunities over the short- (one to five years), medium- (six to 10 years) and long-term (more than 10 years) views across geographies and value chain segments selected based on a risk-based approach. Against this time horizon, in line with the Company's long-term strategic planning, the company evaluated risks and opportunities associated with policy, technology, market changes, reputation and chronic and acute physical risks.
The following discussion on physical and transition risk scenarios refer to terms used in TCFD. In this risk scenario analysis, the Company considered two scenarios each for physical and transition risks over the medium- and long-term. It analysed short-term risks through its internal risk management processes. The outcome of these analyses informed the company's climate strategy.
To analyse physical risks and opportunities, the Company considered two scenarios, using the Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathways (RCP):
Physical Risks Scenario 1: RCP 4.5, a high mitigation scenario in which emissions start declining by mid-century; and
Physical Risks Scenario 2: RCP 8.5, an extreme global warming scenario in which global warming reaches 4 degrees Celsius, representing a failure of policy makers to implement the Paris Climate Agreement.
For the transition scenario analysis, the Company selected two scenarios developed by the International Energy Agency (IEA):
Transition Risks Scenario 1: Business-as-usual, as per Stated Policies Scenario (STEPS) considering current policy settings (already implemented or confirmed upcoming policies); and
Transition Risks Scenario 2: Net Zero Emissions by 2050 (NZE), with a narrow but achievable pathway for the global energy sector to achieve net zero emissions by 2050, aligned with the 1.5 degrees Celsius scenario.
The tables below summarise the outcomes of the company’s analysis completed in 2022 and reviewed on an ongoing basis. While these provided scenarios are different, the Company believes that its strategy will enable it to address the potential risks and opportunities presented under each scenario.
Although these Sustainability statements contain statements based on hypothetical or severely adverse scenarios and assumptions, these statements should not necessarily be viewed as representing current or actual risk or forecasts of expected risk. In addition, AB InBev’s climate risk scenario analysis and sustainability strategies remain under development as the Company continues to refine its analysis of and response to potential future climate risks and opportunities. Further, the data and methodology underlying AB InBev’s analysis and strategy remains subject to evolution. The Company believes the methodology of climate scenario analysis and carbon accounting will continue to evolve and improve, especially related to Scope 3 emissions.
Process for Identifying and Assessing Climate-related Risks
At a global level and in accordance with the European Sustainability Reporting Standards established under the Corporate Sustainability Reporting Directive, AB InBev conducted a double materiality assessment in 2024 and may continue to refresh such assessments in the future. Topics were considered material if there was a related material impact, risk, or opportunity. Please see the group's global Annual Report 2024 page 148 for more details on the double materiality process and assessment of climate-related impacts, risks, and opportunities.
For Climate specifically, AB InBev used the Task Force on Climate-Related Financial Disclosures (TCFD) framework to assess climate-related risks and opportunities over the short- (one to five years), medium- (six to 10 years) and long-term (more than 10 years) views across geographies and value chain segments selected based on a risk-based approach. Against this time horizon, in line with the company’s long-term strategic planning, the company evaluated risks and opportunities associated with policy, technology, market changes, reputation and chronic and acute physical risks. The analysis was considered as an input in the double materiality assessment process previously mentioned.
Process for Managing Climate-related Risks
In 2021, AB InBev announced its ambition to achieve net zero across its value chain by 2040. The company’s approach, approved by the Board, to addressing climate change is focused on activities in its operations and across its value chain. The company follows the sectoral decarbonisation approach (SDA) defined by the SBTi. The corresponding climate transition plan implementation is embedded in the company’s business strategy.
To help decarbonise its global operations, including its breweries, vertical operations and supply chain, AB InBev has identified decarbonisation levers and actions and continues to implement actions for each decarbonisation lever. These include:
Energy efficiency: Energy efficiency actions include innovative ways to improve efficiency in breweries and adopting low-carbon technologies.
Use of renewable energy: Use of renewable energy actions include expanding renewable electricity to reduce or eliminate market-based Scope 2 GHG emissions and helping to scale renewable electricity across the company’s suppliers and retail partners.
Fuel switching: Fuel switching actions include switching to fuel sources such as green hydrogen, biomass, and other renewable sources of heat, and switching the company’s fleet to an alternative, renewable fuel fleet and investing in sustainable fuel for shipping while optimising routes and modes of transportation.
Supply chain decarbonisation: Supply chain decarbonisation actions include designing alternative packaging solutions, developing more resilient and higher-yield crop varieties, partnering with farmers on nutrient management and optimised fertiliser application, introducing nature-based solutions to help remove carbon from the environment and collaborating with peers and suppliers to adopt improved refrigeration in coolers. Supply chain decarbonisation actions also include working with communities and suppliers to help reduce waste, increasing recycled content and implementing programs to promote local recycling, and engaging suppliers through Eclipse, the group’s collaboration platform that supports supply chain partners by providing tools to measure and track decarbonisation while also building capabilities and sharing best practices. AB InBev also innovates with businesses in the 100+ Accelerator. The group founded the 100+ Accelerator in 2018 to provide mentorship, training, and funding to help scale sustainable innovations. In partnership with The Coca-Cola Company, Colgate Palmolive, Danone and Unilever, the 100+ Accelerator has worked with 148 start-ups from 38 countries.
Internal committees manage certain sustainability topics and related impacts, risks and opportunities that span functions and geographies. They provide visibility and foster collaboration and best practice sharing between zones and functions. AB InBev has established specific controls pertinent to sustainability data. A description of AB InBev’s internal controls and overall risk management systems can be found in the Corporate governance statement in the global Annual Report.
Integration into Overall Risk Management:
Climate-related risks are integrated into AB InBev’s global risk management processes.
The Company has established and operates its internal control and risk management systems based on guidelines issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The internal control system is based upon COSO’s Internal Control – Integrated Framework of 2013 and the risk management system is based on COSO’s Enterprise Risk Management Framework of 2017.
4. Metrics and targets
Metrics Used to Assess Climate-related Risks and Opportunities
Through its 2025 Climate Action Goal, the Company aims to purchase 100% of its electricity from renewable sources and reduce its GHG emissions by 25% per hectolitre of production across its value chain by 2025. The Climate Action Goal refers to AB InBev’s global business.
Scope 1, 2, and 3 GHG Emissions
The below set of data refers to the UK only.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 20.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
There have been no significant events affecting the Company.
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
A location-based method has been used to calculate the emissions from the electricity purchased to reflect the use of REGOs by the Company. To calculate the carbon emissions from the energy consumption, we first measure the actual energy consumption across our scope 1,2 and 3 and report these numbers internally through our bespoke carbon model. To then calculate the CO2 emissions, we multiply the MJ/KW consumed with carbon emission (intensity) factors. The Company uses emissions factors from a mix of databases, sector guidelines and supplier-driven emissions factors. These include the Intergovernmental Panel on Climate Change, UK Department for Environment, Food and Rural Affairs, Ecoinvent, The Aluminum Association, Environmental Protection Agency, and International Energy Agency among others. Our carbon reporting is audited at global level as per our global annual report.
The chosen intensity measurement ratio is total gross scope 1 and 2 brewery emissions in kg CO2e per HL of beer produced.
Sustainability helps enable AB InBev’s commercial vision and advance the company’s purpose – Dream Big to Create a Future with More Cheers.
We aim to responsibly manage water consumption and discharge across our operations and supply chain. In 2024, we continued working to scale its water stewardship efforts by driving water efficiency in our operations and by engaging in watershed protection measures in partnership with local stakeholders across our global value chain, especially in high-water-stress areas.
In 2021, AB InBev announced its ambition to achieve net zero across its value chain by 2040. Our approach to addressing climate change is focused on activities in our operations and across our value chain. We have identified decarbonisation levers and actions to help decarbonise our global operations. These include energy efficiency, use of renewable energy, fuel switching and supply chain decarbonisation.
We have audited the financial statements of AB InBev UK Limited (the 'Company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 24 to 50 form part of these financial statements.
The notes on pages 24 to 50 form part of these financial statements.
The notes on pages 24 to 50 form part of these financial statements.
AB InBev UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bureau, 90 Fetter Lane, London, United Kingdom, EC4A 1EN. The company's principal activities and nature of its operations are disclosed in the directors' report.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £'000.
As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;
comparative narrative information;
related party disclosures for transactions with the parent or wholly owned members of the group.
The Company is a wholly owned subsidiary of Nimbuspath Limited and is included in the consolidated financial statements of Anheuser-Busch InBev NV/SA, incorporated in Belgium, which are publicly available and can be obtained from the address noted in note 27. Consequently, the Company has used the right of exemption from preparing consolidated financial statements under the terms of section 400 of the Companies Act 2006. These financial statements are separate financial statements.
Operating segments are applied using the "management approach", where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Markers ("CODM"). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. The Directors have determined there to be one operating segment in the entity.
Based on forecasts and current level of activity in the business, the Directors deem it appropriate to prepare the financial statements on a going concern basis.
In addition, ABI UK Holding 1 Limited, an intermediate parent company of AB InBev UK Limited has provided the Company with an undertaking that for at least twelve months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the Company to enable the Company to continue in operational existence for the foreseeable future.
AB InBev UK Limited recognises revenue only when the customer has taken ownership and risk of goods, in line with agreed Incoterms and IFRS standards. All sales are supported by written contracts detailing pricing, payment terms, and rebate conditions. Any practices that distort the timing or substance of sales are strictly forbidden and must be reported for review. Sales outliers and inventory levels are reviewed monthly, with any anomalies escalated to the Company's management committee.
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is subsequently reversed if, and only if, the reasons for the impairment loss have ceased to apply.
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Other intangibles (licenses): 4 years being the duration of the licenses
The Directors have deemed the brands to have an indefinite useful economic life and so no amortisation is charged on the assets but is subject to an annual impairment review.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and assets in the course of construction are not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
In determining the cost of raw materials, consumables and goods purchase for resale, the weighted average purchase price is used. For work in progress and finished goods, cost is taken as production cost. A provision is recognised for slow moving and obsolete stock.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Spare parts are stated at the lower of cost and net realisable value. Impairment is calculated when the spare parts are more than five years old. If there is no movement of spare parts after five years, we recognise impairment loss in the profit and loss account.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
The tax expense represents the sum of the tax currently payable and deferred tax.
The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.
Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.
The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the binomial Hull model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Restricted stock units ('RSUs') give employees interest in their employer's equity but have no tangible value until they are vested. The RSUs are assigned a fair market value when they vest. RSUs are considered income once vested, and a portion of the shares is withheld to pay income taxes. The employee then receives the remaining shares and has the right to sell them.
At inception, the Company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
The Company has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2024:
The amendment listed above did not have a material impact on the amounts recognised in period periods and are not expected to significantly affect the current or future periods.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of the property plant and equipment and note 1 for the useful economic lives for each class of assets.
As indicated in note 1 the estimated useful lives of items of property, plant and equipment range between 3 – 30 years. However, the actual useful lives might be shorter or longer depending on technological innovations and other factors. Based on the current useful lives, the carrying amount of property, plant and equipment is expected to be £284m at the next reporting date (within 12 months). If the useful lives were two years shorter, the carrying amount would instead be £220m and if they were 2 years longer, the carrying amount would be £338m.
The liability to the pension schemes is dependent on the life expectancy estimations in relation to both current and former employees, discount and inflation rates used in the actuarial modelling, future pension increases and asset valuations. The scheme liabilities are estimated by an independent actuary and are calculated using industry models. See note 23 for further detail.
Management has assessed the recoverability of the surplus in the defined benefit pension scheme in accordance with IAS 19 and IFRIC 14. Although the scheme is in surplus, recognition of an asset is limited to the extent that the surplus is available to the company either through a refund or a reduction in future contributions. Based on the terms of the scheme and applicable funding regulations, management has determined that no unconditional right to a refund exists, and the economic benefit is limited to future contribution reductions. Accordingly, the net defined benefit asset has been restricted to the present value of the economic benefit available, resulting in an asset ceiling adjustment. This assessment involves management judgment regarding the interpretation of scheme rules and future funding requirements.
The consideration of the impairment of the company's goodwill and other intangible and tangible assets requires key assumptions and estimations to establish the value in use of the cash generating units to which the goodwill relates. The value in use calculations require the entity to estimate discount rates, growth rates and expected cash flows. Discount rates are estimated using pre-tax rates that reflect the weight average cost of capital, growth rates are estimated using the company's long term growth rates and cash flows are estimated using extrapolated financial budgets approved by management. See note 12 for further detail.
Turnover represents the amounts derived from the provision of goods to customers, including duty, after deducting discounts and value added tax. Turnover to third parties by destination is not materially different from the turnover by origin. The Company operates in one class of business being the manufacture and distribution of beer.
An analysis of the company's revenue is as follows:
The average monthly number of persons (including Directors) employed by the Company during the year was:
Their aggregate remuneration comprised:
Employees participate in an annual bonus scheme, which includes performance measurements for the Company and economic benefits. This encourages employees' involvement in the Company's performance and also ensures a common awareness of the financial and economic factors that affect the performance of the Company. Senior management are also entitled to join the share option scheme provided by the ultimate parent company.
The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 8 (2023: 8). Directors' emoluments includes £73,784 (2023: £76,963) in pension contributions.
During the period, no (2023: no) Director exercised share options which are held in the ultimate parent company, Anheuser-Busch InBev NV/SA.
The charge for the year can be reconciled to the loss per the income statement as follows:
In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:
Factors affecting tax charge for the year
From 1 April 2023, the main corporation tax rate in the UK was increased to 25% from 19%. There has been no change to corporation tax rate for the year ended 31 December 2024. For the year ended 31 December 2024 the weighted average tax rate is 25% (2023: 23.5%).
The OECD Pillar Two model rules, establishing a global minimum effective tax rate of 15%, have been enacted in the United Kingdom. This legislation introduced both a domestic top-up tax and a multinational top-up tax, effective from 1 January 2024. The Company does not have any related current tax exposure.
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) of the brand/brands that are expected to benefit from that business combination.
Goodwill relates to the acquisition of The Whitbread Beer Company assets. An impairment test is carried out once a year, using value in use calculation, to ensure that the CGU represents the long term position of the Company. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected cash flows during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the brands associated to the CGU. The growth rates are based on long term company growth rates.
The Company prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next ten years. The post-tax rate used to discount the forecasted cash flows from the goodwill is 6.1% (2023: 7.2%).
Property, plant and equipment includes right-of-use assets, as follows:
The net book value of fixed assets above (primarily plant & equipment) includes assets under construction of £5,739k (2023: £4,742k) as at 31 December 2024.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The investments in subsidiaries are all stated at cost less impairment.
ZXV UK Limited was dissolved on 13 February 2024.
Loans from parent undertaking comprise amounts which incur interest at a fixed rate of 6.09% (2023: 6.09%), are unsecured and repayable in 2026.
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.
A deferred tax asset is held to account for depreciation in advance of capital allowances. The utilisation of this deferred tax asset is dependent on the forecast future taxable profits in excess of the profits arising from the reversal of existing taxable temporary differences.
No deferred tax asset has been recognised in respect of tax losses amounting to £34,082k (2023: £34,082k) as the timing of the future economic benefit from these losses should they be relieved to the group isn't known with certainty.
Other provisions includes dilapidations expected to be utilised by 2025 and a pension provision which has an expected utilisation date of 2040.
The Company operates four Defined Benefit Pension Schemes.
AB InBev UK Ltd Pension Plan (the "Plan"):
The Plan is a funded defined benefit scheme which is closed to new members and closed to future accrual with effect from 31 May 2013.
The Plan's funds are administered by trustees and are independent of the Company's finances.
Contributions are paid to the Plan in accordance with the recommendations of an independent actuarial adviser.
The valuation of the liabilities for the Plan has been based on results from the actuarial valuation of the Plan as at 31 December 2021, rolled forward to 31 December 2024. This roll forward allows for actual cashflows from 1 January 2023 to 31 December 2024 and also changes in market conditions. The roll forward does not make any allowance for membership movements since 31 December 2021.
The weighted average duration of the defined obligation of the scheme is 20 years.
InBev UK Ltd Top-Up Pension ("ITUP"):
The ITUP is unfunded.
The ITUPs funds are administered by trustees and are independent of the Company's finances.
The valuation of ITUP is based on a valuation of the one existing member’s benefits as at 31 December 2020.
The weighted average duration of the defined obligation of the scheme is 16 years.
Stag Brewing Pension Plan (“Stag”):
The plan is a funded defined benefit scheme which is closed to new members and closed to future accrual with effect from 1 April 2012.
The Plan's funds are administered by trustees and are independent of the Company's finances.
Contributions are paid to the Plan in accordance with the recommendations of an independent actuarial adviser.
The valuation of the liabilities for Stag has been based on the results of the actuarial valuation of Stag as at 1 April 2018, rolled forward to 31 December 2019. This roll forward allows for actual cashflows from 1 April 2018 to 31 December 2019 and also changes in market conditions. The roll forward does not make any allowance for membership movements since 1 April 2018.
The weighted average duration of the defined obligation of the scheme is 21 years.
During the year ended 31 December 2023, the trustees of the Stag Plan entered into a bulk annuity insurance policy ("buy-in") with Just Retirement Limited to insure the pension benefits of all members. This buy-in insurance policy matches the obligations resulting from benefits provided to members and provides the Stag Plan with an income stream that matches the timing and amounts of pension payments associated with those members, thereby significantly reducing the Stag Plan’s exposure to investment, longevity, interest rate, and inflation risks related to those liabilities.
The premium paid for the buy-in policy was £69.8m, which was entirely met out of the Stag Plan’s assets. The corresponding pension liabilities remain unchanged, as the Stag Plan retains the obligation to pay the benefits to the insured members. As the buy-in insurance asset exactly matches the forecasted pension liability, the fair value of the insurance asset at the balance sheet date is taken to be equal to the associated liability. As a result, the net impact on the Company's balance sheet is a small decrease in the net pension scheme asset, with no immediate effect on the profit and loss account.
The transaction does not constitute a settlement or curtailment under FRS101.
The Directors consider that the buy-in transaction enhances the security of members' benefits and reduces the Company's exposure to pension-related risks, aligning with the Company's long-term risk management strategy.
Inbev Ireland Limited Pension Plan ("Inbev Ireland"):
The plan was transferred to AB Inbev UK Limited in January 2019, when Inbev Ireland Limited became dormant. The scheme is closed to new members and future accrual.
The figures below are in respect of the of the Company's participation in these schemes which have been derived using established methodology as disclosed above and including the projected unit credit method to determine the present value of the defined benefit obligation and service cost.
Due to 87% of the schemes assets being invested in debt securities, the major risk to which the scheme exposes the Company is debt securities market risk.
Assumed life expectations on retirement at age 65:
Amounts recognised in the income statement
Amounts recognised in other comprehensive income
The amounts included in the statement of financial position arising from the company's obligations in respect of defined benefit plans are as follows:
Movements in the present value of defined benefit obligations
The defined benefit obligations arise from plans funded as follows:
Movements in the fair value of plan assets:
The fair value of plan assets at the reporting period end was as follows:
Different share and share option programmes allow Company senior management and members of the Board of Directors to acquire shares of Anheuser-Busch InBev NV/SA (the ultimate parent company). The options' exercise price equals the average market price of the underlying shares in the thirty calendar days preceding the offer date. The options have a contractual life of 10 years. The fair value of the options granted is estimated at grant date, using the binomial Hull model.
Since the acceptance period of the options is two months, the fair value was determined as the average of the fair values calculated on a weekly basis during the two months offer period. The fair value of options granted to employees is expensed over the vesting period.
Total expenses arising from share options recognised during the period were £304k (2023: £280k).
Expected volatility is based on historically calculated volatility using 1,766 days of historical data. In the determination of the expected volatility the group is excluding the volatility measured during the period 15 July 2008 until 30 April 2009, in view of the extreme market conditions experienced during that period. The binomial Hull model assumes that all employees would immediately exercise their options if the AB InBev share price is 2.5 times above the exercise price. As a result, no single expected option life applies.
The range of exercise prices of the outstanding option is between £57.55 and £103.76 while the weighted average remaining contractual life is 3.58 years.
As at 31 December 2024, the Company has 725,529 (2023: 819,370) outstanding restricted stock units (“RSUs”) to certain members of senior management. Upon vesting, each RSU gives the executive the right to receive one existing AB InBev share. The RSUs can have a vesting period of 3 years. The shares resulting from the RSU vesting will only be delivered provided a performance test is met by the Company. Specific forfeiture rules apply if the employee leaves the Company before the performance test achievement or vesting date.
The Company has one class of ordinary share which is entitled to one vote in any circumstance.
Each share is entitled pari passu to dividend payments or any other distribution. Each share is entitled pari passu to participate in a distribution arising from a winding up of the company.