M.P.Evans GROUP PLC

Responsible Palm Oil

AF1U9N4G

A8 11/05/2026 #87

COMPANIES HOUSE

Annual Report 2025

Company number 300000

Who we are

We are focused on our purpose as a responsible producer

Indonesian palm oil

Overview

01 Highlights
02 Chairman's statement
06 Map & locations
08 Investment case
10 Market information
12 Business model

Strategic report

14 Strategic framework
24 Performance evaluation
26 Results and financial position
28 Operations: Indonesian palm oil
34 Operations: Malaysian property
35 Current trading & prospects
36 Our ESG framework
37 Sustainability in action
40 Climate-related financial disclosures
44 Section 172 statement
46 Risk management

Governance

50 Board of directors
52 Corporate governance report
57 Audit committee report
58 Directors' remuneration report
61 Directors' report

Financial statements

64 Independent auditor's report
72 Consolidated income statement
73 Consolidated statement of comprehensive income
74 Consolidated balance sheet
76 Consolidated statement of changes in equity
77 Consolidated cash-flow statement
78 Notes to the consolidated accounts
103 Parent-company balance sheet
104 Parent-company statement of changes in equity
105 Notes to the parent-company accounts
109 Subsidiary and associated undertakings

Other information

110 Analysis of Indonesian plantation land areas
111 Analysis of Group net asset value
112 Five-year summary
113 Notice of meeting
115 Professional advisers & representatives
115 Glossary

How we do it

Our strategy centres on excellence in all our operations, with a focus on continuing growth and offering an increasing yield in a responsible way.

For more on our strategy
*like pages 14-23

Highlights

Revenue	Mill-gate CPO price	Gross profit
5%
2025 US$371.0m
2024 US$352.8m	5%
2025 US$866 per tonne
2024 US$823 per tonne	22%
2025 US$142.2m
2024 US$116.6m
Profit for the year	Basic earnings per share	Normal dividend per share
25%
2025 US$113.0m
2024 US$90.6m	24%
2025 161.3 pence
2024 129.6 pence	14%
2025 60.0 pence
2024 52.5 pence
Cost per tonne	Operating cash generated	Net cash surplus
1%
2025 US$414
2024 US$410	6%
2025 US$161.5m
2024 US$152.6m	89%
2025 US$87.5m
2024 US$46.4m

The Group has delivered an outstanding set of financial results for 2025. Margins have improved following increased pricing and changes to crop mix. Earnings per share have surpassed £1.60, and we have taken another step forward with the Group's progressive approach to dividends.

Matthew Coulson
CEO

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Chairman’s statement

We are proud to be responsible producers of certified sustainable palm oil, and we continue to grow and develop our Indonesian operations

Message from our chairman

We have had an excellent year in 2025, harvesting and processing more of our own crop than ever before in our own, efficient, palm-oil mills, delivering an increase in certified sustainable production. We have achieved record profitability, and dividends have increased to 60p per share.

We have made further progress against our strategic priorities in 2025, and the Group continues to thrive.

Peter Hadsley-Chaplin
Chairman

For more on our operations see pages 28-34

M P EVANS GROUP PLC

Annual report and accounts 2025

Results

The Group has achieved another record year in 2025, with gross profit of US$142.2 million, 22% higher than the US$116.6 million in 2024. Whilst production levels were similar to the previous year, the Group focused on processing its own crop rather than purchasing from outside suppliers, helping to improve margins. Additionally, pricing for the Group's main products, crude palm oil ("CPO") and palm kernels ("PK"), was higher than in the previous year, also boosting profitability.

The Group operated six certified-sustainable palm-oil mills throughout the year. Almost all the fresh fruit bunches ("ffb") harvested or purchased were processed through those Group mills, with only 5% sent for milling elsewhere. Group mills continued to operate efficiently, and the average oil-extraction rate achieved by them during 2025 increased to 23.5% (2024 - 23.2%). As a result of the increase in supply from areas managed sustainably by the Group, the volume of certified sustainable CPO increased to 275,000 tonnes in the year, another improvement from the 257,000 tonnes in 2024.

Alongside the increase in sustainable production, the Group continues to demonstrate its commitment to responsible operation. During the year, we published our latest environmental, social and governance ("ESG") report within which we report on progress towards carbon reduction and other climate targets. In 2025, we continued to be reviewed by the Zoological Society for London ("ZSL") on the quality of our ESG disclosures and, for the first time in 2025, achieved a rating from them of over 90%. We have also recently received a ranking from CDP (formerly known as the Carbon Disclosure Project), achieving a noteworthy 'B' grade for each of the climate change, forests, and water elements of their assessment.

Earnings per share in 2025 were 161.3p (2024 - 129.6p), as the Group benefited from the improvement in crop mix processed in its mills and the higher price environment for the CPO and PK output subsequently sold. The Group, once again, generated a substantial amount of operating cash, with net operating cash inflows of US$137.1 million (2024 US$135.8 million).

Dividend

An interim dividend of 18p per share (2024 - 15p per share) was paid on 7 November 2025 and the board is recommending a final dividend of 42p per share (2024 - 37.5p per share). The total dividend of 60p per share (2024 - 52.5p per share) represents a 7.5p per share increase on the previous year, as was the case for 2024, and shows the Group's ongoing commitment to its progressive dividend policy. The Group is proud of its track record, which now goes back for 35 years, of maintaining or increasing normal dividends.

This further increase in returns to shareholders reflects another year of progress for the Group in deploying its strategy. Whilst total CPO output was slightly lower than last year, the ffb crop from areas managed by the Group went up once again and the Group's mills benefited from a higher quality of input. The Group generated a substantial amount of cash in 2025, dividends are well covered by earnings, and the Group continues to have resources available for future investment.

An interim dividend of 18p per share was paid on 7 November 2025 and the board is recommending a final dividend of 42p per share.

Operational developments

For the first time in our history, we harvested more than one million tonnes of fresh fruit bunches from Group-owned areas in the year, a total of 1,009,300 tonnes (2024 - 937,000 tonnes), an increase of 8% in the year. This was a milestone moment for the Group and a pleasing performance, reflecting a rise in yield per hectare plus the introduction of crop, part way through the year, from the newly acquired areas close to the Bumi Mas estate in East Kalimantan. We saw a similar increase in crop from the Group's associated smallholder areas, up by 5% to 299,500 tonnes (2024 - 285,900 tonnes), bringing the Group's own harvest to a total of 1,308,800 tonnes (2024 - 1,222,900 tonnes).

Operational highlights

Total crop harvested increased to

tonnes of fresh fruit bunches

Group's six palm-oil mills worked efficiently, improving average oil-extraction rate to

for every tonne of ffb processed

Certified sustainable CPO production went up to over

tonnes, representing 80% of Group mill output

Planted areas managed by the Group grew by

hectares as planting continued and the Group purchased additional land close to Bumi Mas

Areas devoted to conservation continue to expand, with over

hectares actively protected by the Group's sustainability division

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Chairman's statement continued

As previously reported, the Group has deliberately reduced the amount of crop purchased from independent third parties for processing in its mills, taking in 229,200 tonnes in the year, 41% lower than the 386,000 tonnes purchased in 2024. Whilst the reduction in independent purchases has temporarily exceeded the increase in the Group's own harvest, profitability is more than maintained as a result of the lower cost and increased quality of mill inputs.

The Group's Musi Rawas estate in South Sumatra continued to perform particularly well in 2025. It has benefited in recent years from the ongoing maturation of young palms and is expected to continue to do so for several years as planting continues. In 2025, over 500 hectares of additional planting took place and, as a result, due to the multi-year immature period, by the end of the year there were 2,400 immature hectares at the estate which bodes well for continuing crop increases. The total crop harvested at Musi Rawas in 2025 was 225,700 tonnes (2024 – 200,100 tonnes). Musi Rawas was one of the Group estates particularly focused on reducing crop from outside suppliers and the mill took in 29,500 tonnes in 2025 compared to 73,400 tonnes in the previous year. As a result, total crop processed in the Musi Rawas mill was down overall by 18,300 tonnes. However, because of the higher quality of input, oil-extraction rate ("OER") at the mill increased significantly, from 23.4% to 24.7%, meaning that CPO production was almost unchanged from one year to the next.

Not only did the Musi Rawas mill achieve a particularly high OER during the year, resulting from a combination of high-quality young crop from the Group's own areas and a significant reduction in outside inputs, but the pattern was repeated elsewhere with increased OER at most of the Group mills during 2025. Overall, the average CPO extraction rate achieved by the Group in its own mills increased from 23.2% in 2024 to 23.5% in 2025.

Strategic developments

The Group progressed with its strategic objectives during 2025. We seek to be a responsible producer of sustainable Indonesian palm oil, focusing on excellence in all our operations, with a continued priority for further growth, and at the same time, delivering an increasing and attractive yield for shareholders.

As explained above, responsible operation remains central to everything that the Group does. Further information is included in the sustainability and community section of this report on pages 36 to 39, where we also provide case studies on the way in which the Group produces green electricity from the power plants connected to palm-oil mills and how our sustainability team works tirelessly to ensure that our mill output achieves and maintains accreditation as sustainable output.

We have continued to grow during 2025, and were proud to report a further acquisition in July, when we added over 3,000 planted hectares close to our Bumi Mas estate in East Kalimantan. This was in line with our strategy, as previously deployed, of adding planted hectarage close to our existing estates, particularly those with our own milling capacity.

The newly acquired hectarage has already been integrated into the existing Bumi Mas estate and the enlarged property is being run as a single operating unit with all crop being sent to our Bumi Mas mill for processing.

The Group has achieved another record year in 2025, with gross profit of US$142.2 million, 22% higher than the US$116.6 million in 2024.

Alongside the acquired planted hectarage, the Group has continued to plant more hectares at its existing estates, particularly Musi Rawas in South Sumatra and Kota Bangun in East Kalimantan, where it has been possible to plant additional areas at one of the properties acquired by the Group in 2023. Taking the acquisition and the further planting together, the area managed by the Group grew by almost 5,000 hectares during 2025 and, by the end of the year, the Group managed over 70,000 planted hectares.

Indonesian and wider environment

Over recent weeks, conflict has, once again, escalated in the Middle East, spilling over from Iran to several countries in the region. Our primary concern is for those whose lives are affected during this turmoil. The world is likely to experience a period of high mineral-oil pricing and, as a knock-on effect, the Group may also receive some higher prices for its CPO output. However, this may also come with some increased input costs for fuel and fertiliser.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

In Indonesia, President Prabowo Subianto has been in office since late 2024. Following his appointment, during 2025, a task force known as "Satgas" was established to review regulatory compliance by palm-oil companies and, in some cases, to levy fines and reclaim land for state ownership. The Group has always recognised the importance of responsible development. This includes following due process and ensuring that land titles are fully documented. As a result, to date, there has been no material impact of Satgas' activities on Group operations.

Prospects

The new year has started well, and the Group is benefiting from both increases in crop and a continuing strong-price environment. The Group's pre-existing estates are performing robustly, and crop from more recently acquired areas is showing an encouraging increase. The total crop harvested by the Group from the areas it manages was 219,600 tonnes in the first two months of the year, 10% higher than the 200,100 tonnes in the same part of 2025. During the same period, the Group has continued to take a more measured approach to the purchase of independent crop for processing, with 26,600 tonnes purchased (2025 - 39,500 tonnes), and this will continue to support strong milling margins.

CPO prices have been strong in the first two months of the current year, with tender prices higher than 2025 levels. The average ex-mill-gate price for sales made from Group mills in January and February of 2026 was approximately US$860, similar to the average selling price achieved throughout 2025. Whilst there has been some moderation in the pricing for PK, with pricing at approximately US$760 per tonne in the first two months of the year, these levels remain robust by historic standards and support the overall profitability of the Group.

The Group continues to target further growth and to plant additional hectares in its existing properties. In addition, management has a number of land acquisition prospects under review, with a particular focus on opportunities to add areas close to the Group's existing properties, wherever possible taking advantage of the Group's valuable milling capacity. As a debt-free, cash-generating business, the Group has the ability to respond decisively to growth opportunities.

Board and senior management changes

Following the annual general meeting on 13 June 2025, Bruce Tozer, the Group's senior independent director, retired from the board, having served as a director for the last nine years. The board is most grateful to Bruce for his significant contribution during his tenure as a director. At the same time, Kate Coppinger was appointed as an independent non-executive director. Kate is an experienced board director, and serves as a non-executive on several other AIM-listed companies, including as chair of board committees. She is focused on corporate governance and is recognised as a trusted adviser in strategic decision-making.

Following Bruce's retirement, Michael Sherwin, one of the Company's independent non-executive directors, has been appointed senior independent director and chair of the audit committee. Kate Coppinger has been appointed chair of the remuneration committee.

Acknowledgements

The Group continues to grow, develop and flourish to the benefit of all its stakeholders and, over the course of 2025, has focused on its strategic priorities. We now process more of our own harvest in our own mills than ever before, producing our highest ever volume of certified sustainable palm oil. We are grateful for the continuing support of everyone who contributes to our ongoing success and, in particular, the many thousands of loyal and committed members of the Group's workforce whether in the UK, in our Jakarta office, or across our operating locations in Indonesia. On behalf of the board, I would like to thank all of them, and I look forward to another prosperous and successful year in 2026.

Peter Hadsley-Chaplin

Chairman

24 March 2026

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Map & locations

② Simpang Kiri

A combination of a well-established Group oil-palm estate in Aceh acquired over forty years ago, supplemented with additional nearby land acquired more recently, some of which has been replanted and is currently immature. The Group's high-quality crop is sent to two third-party mills for processing.

Group planted area: 4,300 hectares

Scheme-smallholder planted area: 300 hectares

③ Pangkatan

Grouping of three oil-palm estates in close proximity to each other, Pangkatan, Bilah and Sennah, all located in North Sumatra. All estates have mature oil palm with younger, more recently established scheme-smallholder areas. Crop is processed at the Group's 40-tonne mill at Pangkatan.

Group planted area: 7,000 hectares

Scheme-smallholder planted area: 1,400 hectares

④ Musi Rawas

Located in South Sumatra, the Group's youngest estate has an ongoing planting programme and continues to develop and grow, exceeding 11,000 total planted hectares in 2025. There is a 60-tonne mill on site, which was commissioned in 2023.

Group planted area: 8,400 hectares

Scheme-smallholder planted area: 3,000 hectares

⑤ Bangka

Located on Bangka Island off the coast of Sumatra, the Bangka estate was one of the Group's first development projects in Indonesia, and is now a mature, 10,000-hectare estate supported by its own 60-tonne mill processing the Group's crop.

Group planted area: 6,100 hectares

Scheme-smallholder planted area: 3,900 hectares

① Kerasaan

Mature oil-palm estate in North Sumatra. Part of the SIPEF Group, but in which the Group has a participating interest. Crop from the estate is sent to the nearby Bukit Marajah mill, also owned by SIPEF, for processing.

Planted area: 2,300 hectares

Group minority share: 38%

M.P. EVANS GROUP PLC

Annual report and accounts 2025

07
Churvaiso
Strategic report
Governance
Financial statements
Other information

8 Bertam Properties

This is a property joint venture in Penang, Malaysia with two Malaysian partners. The original land area of approximately 2,000 hectares, most of which has been developed and sold, was the Group's former Bertam Estate. The remaining developable area is 187 hectares.

Bertam Properties: 290 hectares

Group minority share: 40%

1-0027-06-100-00

7 Bumi Mas

The Group acquired this property in East Kalimantan in 2017 and subsequently built a 60-tonne mill there to process the crop from the estate. During 2025, the estate was extended by purchasing a further 3,000 planted hectares in close proximity to the existing area.

Group planted area: 10,400 hectares

Scheme-smallholder planted area: 1,700 hectares

6 Kota Bangun

After developing the initial site in East Kalimantan, the Group has extended its Kota Bangun property through acquisition of further planted hectarage in 2023, and additional planting is taking place at one of those locations. Due to the size of the property, there are two mills on site, one 60-tonne and one 45-tonne, to process Group crop.

Group planted area: 18,000 hectares

Scheme-smallholder planted area: 6,400 hectares

Key

☐ Group operation
☑ Indonesia
☐ Minority interest
☐ Malaysia

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Investment case

Long track record of delivering growth and strong financial returns

Demand for vegetable oil has increased steadily for several decades as populations and incomes have grown, and that demand is expected to continue increasing for the foreseeable future. M.P. Evans has been investing in sustainable Indonesian palm oil for the long term, and has the operational excellence to deliver increasing returns from its high-quality estates and mills.

| ## Long-term, high-quality assets

Continued development of high-quality oil-palm estates and mills

Average age of Group estates 11 years, delivering high yield
Six palm-oil mills producing sustainable CPO and PK
Planting and acquiring additional areas for further growth

Hectares
(Group and scheme smallholders)

70,900
Discover more see pages 28-33 | ## Sustainable, low-cost production

Approach underpinned by strong balance sheet and operational excellence

Improving crop mix leading to better oil-extraction rates
Increasing proportion of certified sustainable output
Focused on efficient production costs, with cost per tonne of US$414 in year

Oil-extraction rate

23.5%
Discover more see pages 30-31 |
| --- | --- |

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Profitable and cash generative

Encreasing shareholder returns

Established track record of delivering growth and financial returns

Group debt free with net funds of US$87.5 million and year-end market capitalisation of more than US$850 million
Gross profit of US$142.2 million in the year, up by 22% and an all-time record
Significant net operating cash generation of US$137.1 million

Profit for the year

US$113.0m

☐ Discover more see pages 26-27

Attractive earnings with opportunity for further growth

Basic earnings per share of 161.3p in 2025, up by 24%
Opportunity for further growth in returns as crop and production increase
Unbroken 35-year track record of progressive dividends

Normal dividend per share

+14.0%

☐ Discover more see pages 22-23

Prospective future growth underpins board commitment to pay attractive returns to investors through its progressive dividends

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Market Information

Palm oil

More than 200 million tonnes of vegetable oil are produced and consumed globally every year. Palm oil is, by volume and international trade, the largest of the world's major vegetable oils and, by land use, the most efficient to produce. It is a permanent tree crop and, unlike other oils (soya, rapeseed and sunflower) which are only produced seasonally, oil palms are harvested continually and processed into both crude palm oil and palm-kernel oil on a regular basis. Other major vegetable oils typically produce no more than a single tonne of oil per annum for every cultivated hectare of land. Oil palms, on average, tend to produce approximately three tonnes of oil, whilst the Group's efficiently managed estates and mills continue to produce more than five tonnes of oil for every mature hectare under management.

Palm oil is the largest of the world's vegetable oils and demand increased in the year.

During the year, demand for vegetable oil increased, partly as a result of long-term demographic trends, but also supported by the increasing use of vegetable oil as a feedstock for biodiesels. This particularly continued to be the case in Indonesia where there is significant support for a biofuel programme. A 'B40' initiative was introduced in early 2025 (up from B35 previously) requiring a 40% blend of palm-based biodiesel into fossil fuels.

This programme is estimated to require more than 10 million tonnes of CPO per annum. In the early part of 2025, production volumes in Indonesia showed signs of increasing following a relatively poor year in 2024, having been held back by previous dry weather conditions. In the later part of the year, concerns started to emerge about the longer-term robustness of supply, following the introduction of the Indonesian government's land confiscation programme (discussed in more detail on page 05), and this may have had a knock-on effect on pricing. This is on top of existing supply-side issues within the industry relating to an aging profile of palms and the extent of timely replanting which may lead to declining yields per hectare.

Latest estimates indicate an overall growth in Indonesian palm-oil production in 2025 by approximately 8% to 49.6 million tonnes, recovering to a little above their 2023 level. However, given the uncertainties previously referred to, current estimates for 2026 are for a small decrease, returning the total to roughly 2023 levels. With this supply and demand background, pricing remained robust in 2025, and the average quoted price (cif Rotterdam) increased from US$1,084 per tonne in the previous year to US$1,221 per tonne. Whilst Indonesian export taxes and levies also rose in the year, the Group benefited from an increase in mill-gate prices, as discussed in more detail on page 32.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

11
Overview
Strategic report
Governance
Financial statements
Other information

Crude-palm-oil price

US$ per tonne cif Rotterdam

Main producers of palm oil 2025

58% Indonesia
24% Malaysia

Main producing countries
Remaining 18% consists of Thailand (5%), Colombia (2%), Nigeria (2%), other countries (9%)

Main consumers of palm oil 2025

28% Indonesia
20% Other Asia
14% Africa
10% India
8% Americas
6% China
5% EU

Main consuming countries
Remaining 9% consists of Malaysia (5%), other countries (4%)

Source: Oil World 2025 data

Palm-kernel oil

Alongside the production of CPO, the Group's mills also produce palm kernels. These are sold for onward processing into palm-kernel oil ("PKO"). The price the Group is able to receive for its PK sales is inevitably connected to the market for PKO and, as another important vegetable oil, the price for PKO also has some connection to the price for CPO. However, PKO, like coconut oil, is a 'lauric oil', which has a high lauric acid content and is well suited for use in personal care and cosmetic applications and in some health and pharmaceutical products.

During 2025, there was strong demand for PKO, and the prices available to the Group for its PK increased significantly. For part of the year, this reflected restricted coconut oil availability and so some users switched to PKO. However, even as coconut oil supply improved, demand remained strong and prices remained at good levels. As discussed in more detail in the mill-gate pricing section on page 32, the Group achieved an increase in the average price for PK sold in the year of 42% when compared to the average in 2024.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Business model

The Group is committed to the responsible management of both its own areas of Indonesian oil palm, and those managed on behalf of associated scheme smallholders. The Group's employees are dedicated to continual improvement and are supported by ongoing investment enabled by many years of sound financial management. As a result, the Group is able to deliver increasing amounts of sustainable production on a cost-effective basis, leading to progressive shareholder returns.

Our main resources

70,900 hectares of group palm oil

Palm-oil estates

The Group grows oil palms on its Indonesian estates. The majority of the hectarage is owned by the Group, whilst some is under the ownership of local community smallholder schemes. All cultivated oil palms are maintained to the same high standard to maximise the yield from every planted hectare.

6 palm-oil mills

Milling facilities

Almost all the crop harvested by the Group is processed in one of the Group's efficient palm-oil mills, all of which are certified to produce sustainable output.

12,900 employees

People

The Group's diverse workforce is fundamental to its success, and the Group is committed to the welfare, training and development for all.

$87.5m net funds

Stable funding

The Group has a robust, debt-free balance sheet with net funds of US$87.5 million and a market capitalisation* of more than US$850 million.

*Based on share price of 1225p on 31 December 2025.

Group managed ffb

Alongside field maintenance and other estate-management tasks, crop is harvested each working day throughout the year by skilled harvesters and loaded onto trucks for prompt transportation to mills for processing.

External operations

Third-party estates, smallholders and crop aggregators offer ffb for sale to Group mills. Whilst the Group's priority is to process its own harvest, additional external crop will be accepted based on price and quality considerations.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

External mills

18,200t CPO, 3,600t PK

A small amount of Group crop, mainly from the Simpang Kiri estate, is sent to third-party mills for processing. Given the high quality of the crop, the Group will negotiate a price based on reasonable extraction rates for both CPO and PK.

Outcomes

Robust production

360,800
tonnes of CPO

Sustainable production

76%
certified sustainable CPO

Cost efficiency

US$414
per tonne own palm product

Improving returns

60.0p
normal dividend for 2025

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Strategic framework

Increasing yields responsibly

2025 highlights

Acting responsibly is at the heart of what we do and who we are

We have increased the amount of certified sustainable CPO produced in our mills, now representing more than three quarters of Group production.
We continue to provide more information to stakeholders, with new TCFD and ESG reports in the year, and our SPOTT rating from ZSL increased to over 90%.

Excellence comes from investing for the long term

The Group continues to harvest more crop from the areas that it manages as both hectarage and per-hectare yields increase.
The dedicated and experienced management team across Indonesia enable strong control over operational management of Group estates and mills.

We seek to grow and develop the Group

Further planting continued at Group estates, and the estate portfolio average age is maintained at a healthy 11 years.
A further 3,000 hectares were acquired in the year, close to an existing estate and mill.

Our investment strategy significantly improves shareholder returns

The change in crop mix, with more of our own harvest processed, results in improved oil-extraction rates.
Our track record of progressive dividends extends to 35 unbroken years.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Overview

Strategic report

Governance

Financial statements

Other information

Metrics

Future plans

Certified CPO produced in Group mills:

2025	275,000t	+7%
2024	257,000h

Carbon intensity in CO₂e per tonne of palm product:

2025	3.5	-10%
2024	3.9

The Group plans to increase the volume and proportion of certified sustainable output produced at its mills and, wherever possible, to increase the premia received for that output.
Plans have been developed to make increasingly more valuable use of waste products from Group mills, with the double benefit of reducing carbon emissions and making Group operations more efficient.
The Group continues to invest in the natural environment at its oil-palm estates with substantial conservation areas, and an increasing focus on biodiversity.

Crop from Group-managed areas:

2025	1,325,000t	+7%
2024	1,222,000h

Average extraction rate in Group mills:

2025	23.3%	+1%
2024	23.3%

The Group is trialling a number of exciting new innovations, many of which have been proposed internally by staff, which have the potential to increase output or save significant costs.
Senior management are promoting clear development pathways for staff across all departments, ensuring the Group's long-term success as we support the leaders of tomorrow.

Planted area managed:

2025	70,900ha	+7%
2024	66,100ha

We are continuing to plant additional areas at our existing properties, securing further crop growth into the longer term, and ensuring that Group mills will be able to process a greater volume of efficiently produced and high-quality supply.
Building on their track record over recent years, management aims to secure new estates by acquisition, with a priority for land close to the Group's existing estates and mills.
Subject to the availability of suitable land, and the continuing increases in crop volumes, management will keep under review the potential for building a mill at the Group's Simpang Kiri estate.

Immature area awaiting productivity:

2025	6,500ha	+15%
2024	7,400ha

Earnings per share:

2025	161.3p	+24%
2024	128.8p

Normal dividend per share:

2025	60p	+14%
2024	52.5p

The Group remains committed to sound financial management and balanced capital allocation, maintaining a robust balance sheet which will enable the Group to thrive throughout the commodity cycle.
The progressive approach to dividends, whilst it can never be guaranteed, is an important part of the Group's future planning and something to which management and the board are committed.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Strategy in action

Acting responsibly is at the heart of what we do and who we are

Certified CPO produced in Group mills

+7%

Carbon intensity in CO₂e per tonne of palm product

-10%

The Group is a responsible producer of certified sustainable palm oil and is committed to providing high-quality facilities for workers and their family members at all its operating locations.

A commitment to responsible operation

At M.P. Evans, everything starts from our understanding of what it is to be a responsible operator, doing the right thing for sustainable agriculture, for our people, and for the communities within which we play an important role. Our operations are geographically diverse across Indonesia, from the north to the south of Sumatra and to the very east of East Kalimantan. The distance from our Simpang Kiri estate in Aceh in northern Sumatra to our Bumi Mas estate in East Kalimantan is approximately 1,500 miles. Across these locations, the Group ensures that housing, education, recreational, medical and other facilities are made available to the Group's workforce and their family members living on site. The total number of people living at the Group's estates is more than 18,000.

In addition, the Group plays an active role in the communities around its estates. Nowhere is this more evident than in the associated smallholder schemes connected to the Group's own planted hectarage. In co-operation with the local community, planted areas are provided to co-operative schemes whose members are made up from local villages, and the Group manages those areas to the same high standards as its own hectarage, guaranteeing a fair income to the community from what becomes a valuable community asset.

Discover more

see pages 36-39

M.P. EVANS GROUP PLC

Annual report and accounts 2025

6

In 2025, for the first time, sustainable CPO production accounted for more than three quarters of the Group total

We are proud to be producers of certified sustainable CPO and both the volume of sustainable output and its proportion of the total have been increasing in recent years. All six Group mills are certified to produce sustainable CPO and we are continuing to change our crop mix towards more of our own sustainably produced harvest and less non-certified ffb purchased from outside suppliers. By the end of 2025, 76% of our CPO production was certified sustainable and able to attract a premium price. Measured as a proportion of the output from our own mills, this was even higher at 80%.

Discover more
see page 30

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Strategy in action continued

Excellence comes from investing for the long term

Crop from Group-managed areas

1,308,800t

Average extraction rate in Group mills

23.5%

The Group works hard to ensure the long-term health of its operations by investing in the ongoing success of its planted areas and mills, maintaining them to the highest standards.

Improving yields

The harvest from the Group's own areas increased to over one million tonnes for the first time during the year and, combined with the Group's associated scheme smallholders, total harvested crop was over 1.3 million tonnes, also a record for the Group. This is expected to grow further as the yield from recently planted and recently acquired areas continues to increase, and the Group benefits from higher yields from its existing planted areas.

All the Group's agronomic and engineering teams are committed to excellence in operational management. This starts with high-quality planting and field maintenance and continues with well-judged harvesting to ensure that ffb with high-oil content are selected for processing. Well-maintained estate infrastructure supports rapid and efficient delivery to Group mills where our zero-waste mills produce high-extraction-rate CPO and PK. The Group continues to work on improving efficiency and in 2025 the average crop yield per mature cultivated hectare increased to 21.5 tonnes and the average oil-extraction rate in Group mills increased to 23.5%.

Discover more

see pages 28-33

M.P. EVANS GROUP PLC

Annual report and accounts 2025

19
Overview
Strategic report
Governance
Financial statements
Other information

Our commitment to excellence is supported by a well-established staff training and development programme

From our Jakarta head office through to all our operating locations in Indonesia, the quality of our operations is dependent on the diligence and dedication of our high-calibre workforce.

The Group continued to invest in training and development for staff at all levels during 2025 with a variety of formal training and informal coaching and mentoring in place. Ongoing briefings delivered 'on-the-job' are also part of daily guidance and safety briefings. In total, the Group delivered approximately 30 hours of training courses per staff member during the year.

RLP, EVANS GROUP PLC
Annual report and accounts 2025

Strategy in action continued

Planted area managed

+7%

Immature area awaiting productivity

+15%

Growth continues to come from the increasing maturity of the Group's estates and the ongoing focus on improving yields. In addition, the Group continues to plant new hectares and to acquire more planted areas close to its existing estates and mills.

Expanding hectarage

During 2025, the Group continued to grow, adding 5,000 hectares to its planted portfolio. This is on top of significant recent growth, with total planted hectarage managed by the Group increasing by over 30% in the last three years. Some of this additional hectarage is as a result of new, high-quality planting at the Group's existing estates which, under careful supervision, will mature in the coming years and add to the Group's harvest.

The larger part of the increase in planted hectarage has come from acquisitions made by the Group of planted areas close to existing estates. In all cases, the areas acquired have not been yielding to the same high levels as the Group's own hectarage. Estate management teams have been making progress with rehabilitation programmes at the recently acquired areas and, where necessary, these have included replanting large areas or supplying new palms within existing planted areas to ensure future growth. Field management and maintenance have been improved, and the Group will reap the full benefit of these initiatives in the coming years. Following a combination of planting and new acquisitions, by the end of 2025 the Group managed over 70,000 hectares of Indonesian oil palm.

Discover more

see pages 28-33

M.P. EVANS GROUP PLC

Annual report and accounts 2025

New planting continues at Group estates supporting long-term growth prospects

At the end of 2025, the Group had approximately 8,500 planted hectares under management that were immature and due to come into production in the near future. In addition to these areas, as we move into 2026, the Group is continuing to plant new areas at its existing estates, both in Sumatra and in East Kalimantan, for the benefit of further long-term growth, and is exploring opportunities for additional planting. The Group has been successful in maintaining an average age of its planted portfolio of approximately 11 years, with many areas younger than this and continuing to increase in maturity.

Discover more see pages 28-33

M.P. EVANS GROUP PLC
Annual report and accounts 2025

22
Strategy in action continued

Long-term strategy resulting in increasing yield for shareholders

Earnings per share
+24%
Increase in annual dividends
+14%

Shareholders have benefited from the Group's approach to long-term investment in Indonesian palm oil and the progressive approach to dividends.

Increasing returns

The Group has continued to deliver impressive financial returns from investment in Indonesian palm oil. With a strong asset base including over 70,000 planted hectares managed, six palm-oil mills and a cash-rich, debt-free balance sheet, the Group is able to continue pursuing its strategic ambitions whilst delivering progressive dividends for its investors. Earnings per share for 2025 were 161.3p, an increase of 24% on the previous year. As illustrated below, over the last six years, dividends have more than trebled, from less than 20p per share to 60p per share in respect of 2025.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

23
Overview
Strategic report
Governance
Financial statements
Other information

A focus on higher-margin processing supports increased earnings and shareholder returns

The Group's strategy is to process as much of its own harvest as possible, from areas it owns or from areas managed on behalf of associated scheme smallholders, and to reduce the amount bought in for processing from outside suppliers. The Group's own harvest is more sustainable, higher-quality crop and, crucially, lower cost than the crop purchased from outside. The proportion of Group mill-processing time devoted to Group harvest increased significantly in 2025 (to 84% of the total) and will continue increasing as Group areas mature further and as more areas are acquired or planted.

Discover more
see pages 28-33

A DISCOVER PROPRIETARY
Annual report and accounts 2026

Performance evaluation

Monitoring KPIs supports the development of the Group in accordance with its strategy

The Group uses key performance indicators ("KPIs") at all levels, both in Indonesia and in the UK, to assess its estate and mill operations and to direct management effort in supervising and enhancing those operations.

Group management, including the board, monitors performance in a number of ways, reviewing key data and seeking to understand operational and financial performance when compared to strategic objectives, forecasts and plans, and previous periods. In addition to operational and financial data, non-financial information is also considered, drawing from the Group's other important departments such as sustainability, health and safety, and elsewhere. Some key information is included in this performance evaluation section, but additional relevant data is in other sections of this annual report, and in further reports and analysis published separately by the Group and is available via the website.

Planted hectareage	Yield per mature hectare	Total crop for processing
70,900
hectares of managed oil palm	21.5
tonnes per hectare	1.54
million tonnes
Previous years	Previous years	Previous years
2024	59.8	2024
2023	23.2	2023

The total planted hectareage managed by the Group, for itself and for associated scheme smallholders, is a clear indicator of its ability to continue producing strong crop levels.

The Group continues to invest in more planted land and, during 2025, increased the total area managed by 4,800 hectares through a combination of acquisition and continued planting. The total planted area is expected to continue expanding as more planting is taking place on existing estates. In addition, the Group is looking for opportunities to acquire new areas. The average age of the managed area remained at approximately 11 years, an attractive point on the typical 25-year palm life cycle.

The crop harvested from each mature hectare cultivated by the Group provides a clear indication of estate efficiency and agricultural excellence.

During 2025, the Group increased the amount of ffb produced from each hectare being managed and harvested, reaching an average of 21.5 tonnes. The Group's top-performing estates at Pangkatan in North Sumatra delivered 27 tonnes from each mature Group hectare and work continued during the year to improve yields at more recently acquired areas. The benefit of that investment should continue in future years and, depending on the timing of long-term replanting plans, yield per hectare should increase further.

The total crop available for processing demonstrates the opportunity available for the Group to produce its key products for sale.

There was a small decrease of 4% in the total amount of ffb available for processing during 2025. However, when analysed into its component parts, this reflected an increase in crop harvested by the Group combined with a reduction in crop purchased from outside suppliers. This was based on a strategic decision to change the mix of inputs to Group mills, to favour higher quality and lower-cost sources of supply. Group harvest is expected to continue increasing, supporting the ongoing change in processing mix.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Extraction rates

23.5%

oil-extraction rate

Previous years
| 2023 | 20.4% |
| --- | --- |
| | |

The CPO extracted from each tonne of ffb processed provides a clear indication of Group mill efficiency and engineering excellence.

Group mills collaborate with estate teams to ensure that ripe crop is sent promptly for processing, to ensure that extraction rates can be maximised. Similarly, mill staff monitor the quality of crop being delivered from independent suppliers, rejecting ffb that do not meet minimum standards. Every stage of the milling process is managed diligently to minimise oil losses. Following the change in input mix, oil-extraction rates have started to improve, and mill management are working to continue this trend.

Carbon intensity

4.2

tCO₂e per tonne of CPO

Previous years
| 2023 | 5.9 tCO₂e |
| --- | --- |
| | |

The carbon intensity of the Group's operations provides a single-figure indicator of progress towards net-zero targets.

As a responsible producer of certified palm oil, operating sustainably is at the core of all Group operations. In recent years, the Group has set out clear plans for carbon reduction, and the Group remains on track with those plans. A single figure only tells part of a wider story, and more information is shown in the sustainability section of this report on pages 36 to 42. The Group remains committed to its carbon-reduction plans, both working internally and with customers and suppliers.

Cost per tonne of palm product

US$414

cost per tonne

Previous years
| 2023 | US$407 |
| --- | --- |
| | |

The cost per tonne of palm product demonstrates the Group's ability to manage cost carefully and to operate efficient estates and mills.

The Group works hard to be an efficient producer of fresh fruit bunches from the estates that it manages, and thereafter an efficient producer of both CPO and PK in the mills that it operates. Regular cost meetings are held with senior management across the business, and costs are benchmarked between estates to learn from each other and to share best practice. Whilst the Group is committed to appropriate investment for long-term prosperity, opportunities for cost efficiency continue to be a priority.

Incident frequency rate

11.1

incidents

Previous years
| 2023 | 9.0 |
| --- | --- |
| | |

The Group's incident frequency rate (per 200,000 working hours) provides an indicator of status on health and safety within the Group's operations.

Maintaining a safe working environment for all employees is a fundamental priority for everyone within M.P. Evans. Whilst the number of reported incidents increased during 2025, those resulting in any lost working time remained very low and there were no work-related fatalities (2024 and 2023 none). The Group has a dedicated health and safety department, with representatives resident at all key Group locations, and they continue to provide important safety training to the Group's workforce.

Employee spotlight

It is a privilege to lead the team at Kota Bangun, working together each day.

Leading agronomic innovation
Hamdianas joined the Group in 2009 and, during his career has worked at several of the Group's operational sites. He now leads estate management at Kota Bangun in East Kalimantan, responsible for a planted area of more than 15,000 hectares. His team of managers and staff are committed to ongoing quality improvements, and Hamdianas encourages them to share new innovations.

Hamdianas lives on site at Kota Bangun along with his family, and supports staff development across the estate.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Results and financial position

Increased revenue, with strong cost control, has resulted in higher profits

Revenue and gross profit

The Group's revenue in 2025 was US$371.0 million, an increase of 5% on the US$352.8 million recorded in 2024. The Group's output was 3% lower than in the previous year, but lower sales were more than made up for by higher selling prices in 2025 with both CPO and PK pricing contributing to the increase in revenue, with average mill-gate prices increasing by 5% and 42% respectively.

During the year, the Group was able to maintain strong cost control in relation to its own areas and, when measuring cost per tonne of production, being a tonne of either CPO or PK, the Group delivered output at an average of US$414 per tonne during 2025, very similar to the US$410 in the previous year. This cost is measured on a fully absorbed basis, and includes all direct costs associated with maintaining Group estates to a high standard, harvesting the crop and transporting it to Group mills for processing, and then all milling and subsequent bulking and storage costs prior to despatch. It also includes all indirect costs associated with managing Group estates and mills, including depreciation, Indonesian head office costs and an allocation of costs from the UK.

Costs associated with purchasing crop for processing, whether from the Group's associated scheme smallholders or from independent suppliers, have continued to rise. Partly, this is due to the higher CPO and PK price environment experienced during the year but, particularly with independent crop, this is a reflection of the increasingly competitive environment for purchasing crop for processing in some locations. This further emphasises the Group's decision to restrict crop purchases from outside suppliers and is a key factor in minimising the overall increase in the blended average cost per tonne experienced by the Group when considering all sources of input to its mills. This rose in the year to US$528 per tonne (2024 US$519 per tonne).

With six palm-oil mills operating throughout the year, and with recently acquired areas sending crop for processing to Group facilities, the Group continues to make almost all its sales, and consequently profit, from those mills by selling crude palm oil and palm kernels. As is clear from the cost-per-tonne figures described here, the most profitable use of those mills is from processing crop that the Group has harvested from its own areas. The proportion of mill utilisation from this activity increased in the year and is expected to continue increasing. There is one Group location, Simpang Kiri, which at this stage does not have its own mill. However, it continues to be run as a successful and profitable operating unit. Consideration will be given to building a mill there in the future, particularly if the Group is successful in acquiring further planted hectarage nearby.

Taking the above into consideration, with the strong price environment for both CPO and PK being the dominant factors, the Group's gross profit increased in the year by 22% to US$142.2 million (2024 US$116.6 million).

Administrative expenses and other

The Group incurred administrative expenditure of US$6.5 million in 2025, a little higher than the US$5.9 million incurred in the previous year. Elsewhere, the Group recorded a small foreign-exchange gain of US$1.2 million (2024 US$nil) and recorded other income of US$2.0 million (2024 US$3.2 million) mainly from sales of ancillary products, particularly surplus renewable electricity and palm-kernel shells. This was lower than the US$3.2 million in the previous year, partly as the Group used more electricity for its own internal benefit.

Net finance costs

At the start of 2025, the Group had two outstanding loan facilities. One had been inherited as part of an acquisition in 2023 and was denominated in Indonesian Rupiah, with an outstanding balance of US$22.0 million. The other was the remaining amount on a long-term US Dollar loan facility, due for repayment in 2025, with an outstanding balance of US$11.0 million. The US Dollar balance was repaid in the first half of the year and, following substantial cash inflows from operations, the Group took the opportunity to repay the entire Indonesian Rupiah debt early during the second half of the year, ending the year debt free, without incurring any penalty for early repayment. As a result, total finance costs fell significantly in the year to US$1.1 million (2024 US$3.4 million) and, if there is no requirement for additional finance in 2026, will fall again in the coming year.

Taxation

The Group has been more profitable in 2025, achieving a profit before tax of US$139.7 million (2024 US$113.5 million). In connection with this increase, the Group is liable to pay a larger amount in corporation tax and has recorded a total cost for the year of US$29.7 million (2024 US$25.2 million). The effective tax rate has remained similar to the previous year, and to the statutory rate applicable in Indonesia. A detailed reconciliation is provided in note 9 to the accounts.

Associated companies

The Group has two associated companies, one in Indonesia and one in Malaysia. It owns 38% of an Indonesian oil-palm operation, PT Kerasaan, based in North Sumatra. During the year, it contributed US$1.7 million (2024 US$1.4 million) to Group profit and the Group received dividends of US$2.2 million (2024 US$1.9 million). The Group also owns 40% of a Malaysian property company, Bertam Properties Sdn Bhd. During the year it contributed US$1.2 million (2024 US$1.0 million) to Group profit and the Group received dividends of US$0.6 million (2024 US$0.5 million).

M.P. EVANS GROUP PLC

Annual report and accounts 2025

27
Overview
Strategic report
Governance
Financial statements
Other information

Profit for the year

The Group's retained profit for the year was US$113.0 million (2024 US$90.6 million). Following the acquisition of most of the minority interests in the Group's Indonesian plantations in 2024, the only remaining minority interest is 10% ownership of the Bangka estate by the Group's local partner there. As a result, the profit attributable to non-controlling interests reduced to US$1.8 million in 2025 from US$2.8 million in the previous year, with 98% of Group profits allocated to owners of M.P. Evans Group PLC.

Net assets and borrowing

The Group's net assets increased during the year to US$607.7 million (2024 US$531.3 million) and current assets exceeded current liabilities by US$100.5 million (2024 US$77.4 million). Following substantial cash generation in 2025, the Group repaid all outstanding loans, ending the year with a cash balance of US$87.5 million (2024 net cash of US$46.4 million).

Prior-year restatement

During the year, management reviewed previous business combination accounting and, as a result, made a prior-year adjustment to deferred tax liabilities, goodwill and reserves. No changes have been made to profit or cash flows in either the current or prior year, but an immaterial adjustment has been made to net assets from the start of 2024. Further details are included in note 33 on page 102.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Operations

Operations: Indonesian palm oil

Crops

The Group has three sources of crop available for processing in its six efficient palm-oil mills. The most cost-effective source of crop is from the Group-owned Indonesian oil-palm estates spread across Sumatra and East Kalimantan, which are in excess of 54,000 hectares. The area owned and managed by the Group continued to increase during 2025 and estate management worked diligently at each location to maximise yields from every cultivated hectare. Connected to each Group estate are smallholder schemes totalling more than 16,000 planted hectares. Whilst this hectarage is not directly owned by the Group, it is managed by the same dedicated estate teams to ensure consistently high yields for the benefit of both the Group's related smallholders, and as an additional source of high-quality input for the Group's mills. Finally, where cost and quality considerations allow, further crop is purchased from third-party suppliers to maximise mill utilisation.

The total crop harvested by the Group from its own areas and those of its connected smallholders during 2025 was 1,308,800 tonnes, an increase of 7% on the 1,222,900 tonnes harvested in the previous year. A further 229,200 tonnes (2024 – 386,000 tonnes) were purchased for processing from independent suppliers, deliberately down on the previous year as the market for outside crop became more competitive and less reliable.

The Group experienced an increase in harvest at almost all its estates during 2025. Weather conditions were relatively benign during the year and crop levels, in general, picked up after they had been adversely affected in the previous year after some extended dry conditions. The major exception to the benign weather was the cyclonic storm that arrived in the north of Sumatra at the end of November 2025, before heading south, slowly losing energy on its way. During the cyclone, the Group's Simpang Kiri estate in Aceh province suffered from serious flooding. Importantly, all the Group's workforce remained safe throughout this difficult time. An emergency response team was despatched from the Pangkatan estate in North Sumatra to provide support to the team at Simpang Kiri. As well as dealing with the challenges on the estate, they were able to provide some much-needed support to the local community. The impact on crop was not significant and, at the time of writing this report, clean-up work at estate housing and other facilities is largely complete. Almost all the planted hectarage is back into harvest, with a small area still being returned to full production.

Otherwise, the long-term trend of Group crop increases has reasserted itself during 2025. This is aided by both the new estates acquired at Bumi Mas during the year, and the ongoing improvement works taking place at recently acquired areas close to Kota Bangun and Simpang Kiri. Elsewhere, the Group continues to enjoy the benefit of maturing oil palms and increasing yields per planted hectare. Greater volumes of ffb and, ultimately CPO and PK, are expected as a result of recent acquisitions and increasing maturity, particularly as the Group continues to plant additional areas as described in the planting section on page 33.

Almost all the Group's crop is processed in one of its six palm-oil mills, and this helps the Group to maximise output, maintain control over quality and sustainability, and to enhance margins. The only crop not processed in a Group mill (with the exception of a small amount of crop from

Kota Bangun that was diverted for part of the year for operational reasons) is at Simpang Kiri, where the Group has a strong relationship with two third-party millers. Based on current cropping levels, it would not be economically viable for the Group to build its own mill there, but this decision will be kept under review as crop increases, and particularly if the Group is successful in securing additional planted land nearby.

The Group's largest estate is at Kota Bangun which, by the end of the year, had 24,500 hectares under management. The total crop harvested there increased to 416,900 tonnes (2024 – 389,500 tonnes), a 7% step up on the previous year. Of that crop, 99% was processed on site, in one of the two Group mills located at Kota Bangun. Significant progress has been made during the year in improving the quality of the areas acquired at Kota Bangun during 2023, and the Group is expecting further increases in the crop from those parts of the estate in the next few years.

After an encouraging first half of 2025, momentum wasn't entirely sustained in the remainder of the year at the Group's Bangka estate. Full-year crops for both the Group's own areas and those of its associated scheme smallholders were down by 7% compared to the previous year. Whilst crop at Bangka can be somewhat variable, and is particularly sensitive to weather patterns, estate management is working hard to improve yields.

The Group's most well-established oil-palm estates, many part of which are multi-generational oil palm, are to be found in North Sumatra at the Pangkatan group of estates. The good soil here also supports high yields and, once again, the Group's own areas produced well during 2025 with a total harvest of 170,000 tonnes (2024 – 168,600 tonnes). This represents a yield per hectare of 27 tonnes, demonstrating what can be achieved from well-managed mature oil palm. The smallholder area connected to the Pangkatan estates has been planted to oil palm much more recently, and approximately half of the area remains immature. However, yields are increasing and will continue to do so as the young areas mature.

Total crop processed by the Group (tonnes)
1,538,000

Total harvest from the Group's managed areas
+7%

Independent purchasing
-41%

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Crops

At Bumi Mas, the Group achieved an increase in the crop harvested from its existing areas after a dip in the previous year and management are confident that there are further improvements to come. The total crop was further boosted by the acquisition of new areas part way through the year. The new hectarage is already performing relatively well, but management expects further increases in the next year, partly as the Group will benefit from a full year of ownership, but also as yields increase under the close supervision of our local agronomic team.

Planting has continued at the Group's Musi Rawas estate and, as expected, the total cultivated area surpassed 11,000 hectares during 2025, reaching 11,400 by the end of the year. Whilst this is the Group's youngest estate, with an average age of only a little over seven years, yields are improving rapidly and to a very encouraging level. The yield per hectare at this estate has already reached 25 tonnes and overall volumes should continue to increase as more plantings come into maturity.

At Simpang Kiri, crop showed encouraging signs of improvement during the year, mainly as areas continued to mature following an earlier replanting programme in the main part of this estate. There has been a significant amount of replanting at the extension hectarage acquired in 2023, some of which is due to come to maturity during 2026, and which will further extend cropping levels at this productive and profitable estate. As referred to above, parts of the estate suffered from severe flooding at the end of the year, but the local management team coped very well and, as well as ensuring the safety of our workforce, succeeded in ensuring that crop levels were not badly affected.

| | 2025
Tonnes | Increase/
(decrease)
% | 2024
Tonnes |
| --- | --- | --- | --- |
| Own crops | | | |
| Kota Bangun | 304,200 | 7 | 284,000 |
| Bangka | 127,900 | (7) | 137,400 |
| Pangkatan | 170,000 | 1 | 168,600 |
| Bumi Mas | 175,300 | 21 | 144,800 |
| Musi Rawas | 156,500 | 15 | 136,100 |
| Simpang Kiri | 75,400 | 14 | 66,100 |
| | 1,009,300 | 8 | 937,000 |
| Scheme-smallholder crops | | | |
| Kota Bangun | 112,700 | 7 | 105,500 |
| Bangka | 75,900 | (7) | 81,400 |
| Pangkatan | 7,600 | 46 | 5,200 |
| Bumi Mas | 32,700 | 12 | 29,200 |
| Musi Rawas | 69,200 | 8 | 64,000 |
| Simpang Kiri | 1,400 | 133 | 600 |
| | 299,500 | 5 | 285,900 |
| CROP HARVESTED | 1,308,800 | 7 | 1,222,900 |
| Independent crops purchased | | | |
| Kota Bangun | 104,000 | (28) | 144,200 |
| Bangka | 73,400 | (20) | 91,400 |
| Pangkatan | 16,100 | (57) | 37,200 |
| Bumi Mas | 6,200 | (84) | 39,800 |
| Musi Rawas | 29,500 | (60) | 73,400 |
| | 229,200 | (41) | 386,000 |
| TOTAL CROP | 1,538,000 | (4) | 1,608,900 |

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Operations continued

Milling and production

The Group produced certified sustainable output at all six of its palm-oil mills throughout 2025. Of the crop harvested by the Group at its six key operating locations, 94% was processed in one of the Group's own mills. All crop purchased from independent suppliers is processed by the Group. Total output from the Group's mills arising from its own harvest increased during the year but, because of the planned reduction in crop purchased from independent suppliers, total output from those mills in 2025 was 342,600 tonnes of CPO and 75,300 tonnes of PK, lower by 4% and 3% respectively than the same figures in 2024.

The remaining 6% of the 2025 harvest, predominantly made up of the crop from Simpang Kiri, was sent to third-party mills with which the Group has strong commercial relationships, to be processed into CPO and PK. Whilst, in these instances, revenue is derived from the sale of ffb for processing, the Group reports the equivalent amounts of CPO and PK in its production analysis. This is distinguished separately from output from Group mills and is based on the extraction rates agreed at the point of sale. As can be seen, particularly in the case of the high-quality ffb harvested at Simpang Kiri, the Group receives very respectable extraction rates for the crop it sells. Based on these extraction rates, the total output from selling ffb during the year was 18,200 tonnes of CPO and 3,600 tonnes of PK, up by 14% and 9% respectively from the previous year.

During 2025, the Group continued to push forward its strategy to change the mix of inputs to its production facilities, with a clear focus on cost and quality. The relative costs associated with different mill inputs are discussed in more detail in the costs section on page 32, but operational management were tasked to secure a greater proportion of mill inputs from the Group's own harvest rather than from outside suppliers, where prices are higher and quality poorer. Significant progress was made during the course of the year. During 2024, of the crop processed in Group mills, 75% came from areas managed by the Group. However, during 2025, this had increased to 84%, resulting in higher-quality and more sustainable inputs for Group mills.

One of the benefits of changing crop mix is in improving extraction rates, and most of the Group's mills saw an improvement in oil-extraction rates during 2025. The Group continues to enjoy a high extraction rate of more than 24% at its Bumi Permai mill at Kota Bangun and, as previously reported, this reflects the fact that it is already processing only Group-harvested crop, as it is what is known as an 'identity Preserved' palm-oil mill. However, following the reduction in outside crop, and no doubt also as a reflection of the continuing increase in the quality of inputs from the maturing estate, the Group's Musi Rawas mill delivered an oil-extraction rate even higher than that at Bumi Permai, achieving an average of 24.7% for 2025. Overall, the Group's six mills averaged 23.5% OER during 2025, up from 23.2% in the previous year. Kernel-extraction rates were maintained at 5.2%.

Alongside the improvements in the crop mix and extraction rates, the volume and proportion of certified sustainable production also increased during the year. Delivering certified sustainable output remains a core part of the Group's strategy and all six Group mills are certified sustainable producers. More information on the Group's certification process is included in the sustainability section on page 37. The total amount of certified sustainable CPO production was just over 275,000 tonnes, representing 80% of the production in Group mills, or 76% of the overall Group total. This compares to 257,000 in 2024, which was 69% of that year's total production. As the Group's harvest continues to increase and reliance on buying outside crop diminishes further, so the proportion of certified output should continue to rise.

The Group's mills focus on additional valuable benefits to the Group beyond the CPO and PK produced. All mills run on a 'zero-waste' concept from the very beginning of the production process. The first stage in the milling process involves ffb sterilisation with high-pressure steam. This results in waste water which, as it contains organic matter, emits methane gas. The Group has installed covered pond systems to collect this methane and process it in biogas engines, generating renewable energy and avoiding methane release to the atmosphere. Over the course of 2025, the Group was able to generate approximately 37 million kWh at its five biogas facilities. The majority of this electricity is used for the Group's own benefit, with excess power being supplied to the Indonesian energy grid. Based on internal calculations, the Group estimates that it has saved approximately US$4.2 million (2024 US$3.0 million) in energy costs by using this valuable resource. The Group is reviewing opportunities to achieve additional savings in future years.

The second significant step in the milling process is the threshing of the sterilised ffb, when the individual fruitlets containing the valuable oil and kernels are separated from the fruit bunches. Again, in the spirit of zero waste, the empty fruit bunches are not discarded, but are sent to composting facilities connected to the mills where they are processed separately into a nutrient-rich organic compost. After approximately one month in the composting plant, they are despatched back to be applied to the Group's planted areas, enriching the soil, reducing the requirement for inorganic fertiliser and saving significant cost.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

PRODUCTION AND EXTRACTION RATES: Group and third-party mills

	Crude palm oil			Palm kernels
	2025	Increase/ (decrease)	2024	2025	Increase/ (decrease)	2024
PRODUCTION	Tonnes	%	Tonnes	Tonnes	%	Tonnes
Group mills
Kota Bangun	120,900	(2)	123,500	26,200	(4)	27,200
Bangka	63,800	(9)	70,200	16,500	(7)	17,800
Pangkatan	44,300	(6)	47,200	10,600	(3)	10,900
Bumi Mas	50,500	(2)	51,300	9,600	-	9,600
Musi Rawas	63,100	(1)	64,000	12,400	(1)	12,500
	342,600	(4)	356,200	75,300	(3)	78,000
Third-party mills^{1}
Kota Bangun	1,000	-	1,000	200	(33)	300
Simpang Kiri	17,200	15	15,000	3,400	13	3,000
	18,200	14	16,000	3,600	9	3,300
	360,800	(3)	372,200	78,900	(3)	81,300
EXTRACTION RATES	%	%	%	%	%	%
Group mills
Kota Bangun - Bumi Permai	24.1	(1)	24.3	5.7	2	5.6
Kota Bangun - Rahayu	22.4	1	22.1	4.2	(7)	4.5
Bangka	23.0	2	22.6	6.0	5	5.7
Pangkatan	22.9	2	22.4	5.5	6	5.2
Bumi Mas	23.6	(2)	24.0	4.5	-	4.5
Musi Rawas	24.7	6	23.4	4.9	7	4.6
	23.5	1	23.2	5.2	2	5.1
Third-party mills^{1}
Kota Bangun	20.0	9	18.3	4.5	(8)	4.9
Simpang Kiri	22.5	-	22.5	4.4	-	4.4

The Group sells some crop to outside mills for processing, with a selling price based on the CPO market and an assumed rate of extraction. However, to be consistent with other locations, CPO and PK produced from these estates' crops are reported as part of the Group total, but subtotalled separately above.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Operations continued

Mill-gate price

The Group endeavours to secure the best price for its output, whether it is crude palm oil, palm kernels, or the comparatively small amount of ffb it sells to third-party mills for processing. Inevitably, as the Group is an important producer in a commodity-product supply chain, it has limited power over setting the price for its output, but the Group's marketing team works hard to build relationships with key customers, most notably Indonesian refiners of crude palm oil in order to enter long-term supply contracts with advantageous terms. Oil palm is a permanent tree crop and therefore the Group is harvesting ffb for processing in its mills routinely, and those mills maintain a continual supply of CPO and PK available for sale. Whilst sales tend to be made on a bulk basis as part of the effort to secure the best prices, the Group is nonetheless a regular market participant. As such, it has been the Group's long-held view that, given an overriding objective to secure long-term market average prices for its output, there is no strong argument for seeking to fix selling prices forward.

Some of the market factors relevant to the year are discussed in the market information section on pages 10 and 11. During 2025, the cif Rotterdam price for CPO remained above US$1,000 per tonne throughout the year, ranging between US$1,060 and US$1,360, with an average for the year of US$1,221 per tonne, US$137 or 13% higher than in the previous year.

The Group sells its CPO and PK output on a 'mill-gate' basis, with customers arranging onward transportation and processing. Given this arrangement, the Group inevitably does not receive the full cif Rotterdam price for its output, but an adjusted amount which makes an allowance for the costs associated with onward transport and processing, and which acknowledges the competitive nature of the subsequent stages in the related supply chain. In addition, the Indonesian government charges taxes and levies for the export of palm oil and associated products. These are charged at increasing amounts depending on the underlying commodity price. Whilst the Group, as a domestic supplier within Indonesia, is not responsible for paying these taxes and levies, the prices offered by the Group's customers are inevitably adjusted to take account of them.

The average mill-gate price for the Group's CPO was US$866 per tonne in the year (2024 US$823 per tonne).

Pricing for the Group's output of palm kernels was particularly strong throughout 2025. Having increased, albeit from a relatively low point, by almost 50% in 2024 reaching an average of US$525 per tonne, the Group saw a further significant increase in 2025, with average levels reaching US$748 per tonne, up by another 42% in the year. Whilst PK makes up less than 20% of the output from Group mills, the high prices achieved during the year have made a material impact on Group profitability.

Sustainability premiums

As referred to in the production section above, delivering certified sustainable production is central to the Group's operations, and it also brings a financial benefit. The Group receives a modest premium for each tonne of certified CPO sold and a larger amount for each tonne of PK sold as accredited sustainable output. Despite the increase in volumes of certified sustainable production, the total sustainability income was similar to the previous year at US$5.5 million (2024 US$5.6 million). The per-tonne premiums for CPO were, on average, stable in the year at US$11 per tonne (2024 US$10 per tonne) whilst there was a reduction in the larger premiums available for certifiably produced PK at US$51 per tonne (2024 US$66 per tonne). The Group continues to focus on increasing volumes, as well as seeking opportunities for alternative, larger, per-tonne premiums for its high-quality output.

Costs

Efficiency and careful cost management are important to all the Group's operations and, during the year, the Group achieved low unit costs for its harvested fresh fruit bunches, enabling those ffb to be converted into low-cost crude palm oil and palm kernels. However, the Group has also invested in the maintenance of its estates and mills which have a reputation for across-the-board excellence, whether in relation to estate infrastructure, people development, high-quality housing and other facilities, or any other aspect of estate life. All this comes at a cost. Management's view is that the right investment, thoughtfully made, translates to high-yielding estates combined with mills delivering high extraction rates, ultimately resulting in the right unit costs of production.

For costs associated with production from the Group's own areas, estate management is initially tasked with delivering crop to the mill at a low cost per tonne (of ffb). This, through the extraction rates for both CPO and PK, is translated into a cost per tonne of palm product, and the milling and bulking cost is added to give a final, per-tonne, cost of the finished products.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

As reported, the unit cost when harvesting and processing crop from the Group's own areas, went up marginally in 2025 to US$414 per tonne (2024 US$410 per tonne). The largest individual component of the Group's costs relate to employment, and in particular in-field costs associated with maintaining the Group's planted areas and harvesting crop for processing. Total employment-related costs in 2025 were US$59.5 million (2024 US$55.5 million). After employment costs, the Group's next largest individual cost is non-cash depreciation. Oil palm is a capital-intensive business and, as can be seen from note 14 to the accounts, the Group has a net book value of planting, mills and other infrastructure of US$268.3 million at the end of the year. Total depreciation charges in the year were US$27.1 million (2024 US$26.5 million) and without these, the cash-based cost per tonne would have been US$329 (2024 US$324).

The unit costs associated with purchasing crop for processing, whether from the Group's associated scheme smallholders or from independent suppliers, are inevitably higher, and would be expected to increase in the current year, as there is a connection between the price paid by the Group to secure crop for processing and the underlying commodity prices of CPO and PK. The difference in the cost of production is not as marked when compared to the Group's own costs when purchasing crop from the Group's related smallholders, as the Group manages those areas on behalf of the smallholders and, therefore, can be assured of the quality of the crop and the amount of CPO and PK that should be extracted from each tonne processed. With independent smallholders, this is not the case. The crop is typically of poorer quality and, depending on the level of competition in the local market, may also prove to be more expensive than purchasing from the Group's associated smallholders which are run on a much more efficient basis to enable them to protect their own margins. This has been one of the key determining factors causing the Group to cut back on the supply of crop from independent suppliers. The total cost per tonne, when allowing for all sources of crop, was US$528 during 2025, only US$10 higher than the US$519 in the previous year, the increase being mitigated by the change in crop mix.

The costs recorded by the Group and included in the cost-per-tonne analysis include almost all the amounts required to run its operations. The only exclusions are some below-the-line administration costs, predominantly those incurred in the UK (although even a proportion of those are charged to operations and included in cost per tonne), finance costs, and taxation.

As a fully absorbed operating analysis, cost per tonne includes all estate and milling direct costs, all indirect costs incurred and related overheads, all central costs from the Jakarta head office, and an allocation from the UK office.

Growth by acquisition and planting

The Group continued to grow the area under its management during 2025, with almost 5,000 planted hectares added during the year, through a combination of acquisition and new planting at its existing estates.

The Group originally acquired its estate at Bumi Mas in East Kalimantan in 2017 and has consistently been improving yields since that time. An on-site 60-tonne-per-hour mill was built, and this became operational in 2021. Until this year, the total planted area under management has been just under 9,000 hectares and, even with the purchase of available independent crop, the Bumi Mas mill has had the highest amount of spare capacity when compared to the others in the Group. During 2025, the Group was successful in acquiring a further 3,000 planted hectares close to Bumi Mas, increasing the Group-managed area there by over 33%. All of the crop from the acquired area is being processed in the Bumi Mas mill, improving utilisation and, whilst crop from the acquired area is already at an encouraging level, it is expected to increase in the coming years, to the further benefit of mill utilisation.

The management team at the Group's Musi Rawas estate in South Sumatra is continuing to do excellent work, securing additional suitable areas for further planting at that estate. More than 500 hectares were planted during the year, bringing the total developed area at Musi Rawas to just over 11,400 hectares.

The increasing crop from Musi Rawas as further areas mature is providing valuable input to the Group's on-site mill and helping to improve production from that very efficient facility.

During 2023, the Group acquired over 8,000 planted hectares which forms part of its enlarged Kota Bangun estate. As reported in 2024, the Group had identified some environmentally suitable areas in the acquired land which were available for further planting and had set a target to plant an additional 1,000 hectares. By the end of 2025, a little over 1,000 hectares had been planted, with more opportunities identified for 2026.

Associated company: Kerasaan

The Group continues to hold its 38% interest in its associated company PT Kerasaan Indonesia ("Kerasaan"), which is the owner of a 2,300-hectare oil-palm estate in North Sumatra, relatively close to the Group's Pangkatan estates in the same region. The Group's local management undertakes periodic review visits to Kerasaan and receives routine financial and operating reports from them. During 2025, Kerasaan's crop was 45,800 tonnes, almost the same as the crop of 45,900 in the previous year. However, like the Group, its profit was positively impacted by the strong price environment in the year. Kerasaan continued its replanting programme during the year with a further 170 hectares (2024 - 260 hectares) replanted.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Operations continued

Operations: Malaysian property

The Group's 40%-owned Malaysian property associate, Bertam Properties Sdn Bhd ("Bertam Properties") continued to develop high-quality housing at an attractive price point in the state of Penang, Malaysia. Along with residential developments, Bertam Properties have continued to seek commercial opportunities as part of its overall development plan. At Bertam, the area is enhanced by the on-site golf course, owned and operated by Penang Golf Resort, a subsidiary company. The majority of development projects became available for sale during the second half of 2025, and properties were sold at a lower average price than in the previous year, with more smaller units sold. A total of 141 properties (2024 - 98) were sold and revenue was US$22 million (US$20 million).

In light of the number of properties available for sale as Bertam Properties moves into 2026, along with ongoing development, prospects are encouraging for an improvement in results. The Bertam Properties group continues to hold a total land bank of 187 hectares either under development or available for development, and the attractive 103-hectare 18-hole golf course.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Current trading & prospects

The Group continued to experience crop increases across almost all its Indonesian estates in the first two months of 2026, extending the trend seen in the latter part of 2025. A further benefit is coming from recent acquisitions, and the Group's new areas at Bumi Mas continue to perform well in their first full year following acquisition in the middle of the previous year. Overall, the total crop harvested by the Group, either from its own areas or from areas managed on behalf of associated scheme smallholders, has increased by 10% since the first two months of 2025.

Once again, the Group has restricted the amount of higher-cost, lower-quality crop purchased from independent suppliers as it continues to focus on processing a greater proportion of better inputs harvested from areas managed by the Group's skilled agronomic teams. This is expected to be a continuing benefit for the Group's gross margin as explained in more detail in the costs section on page 32.

Overall, total crop processed in the first two months of 2026 was 246,200 tonnes. Details are set out in the following table:

| | 2 months ended
28 February 2026
Tonnes | Increase/
(decrease)
% | 2 months ended
28 February 2025
Tonnes |
| --- | --- | --- | --- |
| Own crops | 169,500 | 13 | 150,100 |
| Scheme-smallholder crops | 50,100 | – | 50,000 |
| Independent crops purchased | 26,600 | (33) | 39,500 |
| | 246,200 | 3 | 239,600 |

The Group's average mill-gate selling price for its CPO was US$866 per tonne during 2025. Pricing has remained encouragingly strong during the first two months of the new year, and the Group has seen some sales tenders exceed US$900 per tonne. Overall, in the two months to February 2026, the average tender price was approximately US$860 per tonne. PK pricing, whilst not at the elevated levels seen during some of 2025, has also remained robust in the early part of 2026, with an average tender price in the first two months of the year of approximately US$760 per tonne.

The Group continues to be focused on opportunities for growth and expects to be planting more new areas, both in South Sumatra and in East Kalimantan during 2026, and is taking steps in both locations to secure areas, agree land compensation, prepare ground and ensure planting material is ready. In addition, the Group is developing a number of land acquisition opportunities, with projects close to existing estates which would enable the Group to make existing estates and mills work even more efficiently and profitably.

Over recent weeks, conflict has, once again, escalated in the Middle East, spilling over from Iran to several countries in the region. The Group's primary concern is for those whose lives are affected during this turmoil. The world is likely to experience a period of high mineral-oil pricing and, as a knock-on effect, the Group may also receive some higher prices for its CPO output. However, this may also come with some increased input costs for fuel and fertiliser.

After a successful 2025, and with a good start to 2026 already achieved, the Group is clear about its priorities for continued prosperity and ongoing growth as a producer of certified sustainable palm oil. Management is focused on maintaining the Group's position as a high-quality, low-cost producer with a reputation for excellence. On this basis, the board is confident of its position of offering a progressive dividend yield for shareholders and that the Group's overall prospects remain secure.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Our ESG framework

Shaping our responsible journey, in line with our purpose

Our framework for ESG is designed to help us achieve our purpose:

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Sustainability in action

Operational sustainability

The Group is committed to responsible and sustainable development and management at all its operational locations and continually seeks new innovations to enhance its activities.

Our operations

Generating renewable electricity

Waste water from Group mills is collected in covered ponds to ensure that harmful methane, a potent greenhouse gas, is not released to the atmosphere. Methane is then processed and used to power biogas engines, generating a substantial amount of valuable renewable electricity. Most of that electricity is used by the Group for its own benefit, saving an estimated US$4.2 million in 2025, whilst the rest is sold to the Indonesian energy grid.

Securing important certifications

The Group has a central sustainability division based in Jakarta co-ordinating activities, supported by team members resident at all Group estates. Part of their role is to obtain, and subsequently maintain, important certifications to provide demonstrable third-party evidence of responsible operation. More certifications have been obtained in 2025, including gaining recognition for a second Group mill as a supplier of high-grade 'Identity Preserved' palm oil, and the team continues to work on further enhancements for the Group.

Find out more about our ESG progress on our website www.mpevans.co.uk/sustainability

Acting responsibly is integral to our operations, and enables us to operate more efficiently.

Luke Shaw CFO

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Sustainability in action continued

Community investment

A range of high-quality facilities is provided to workers and their families living at Group estates, to ensure they can enjoy the benefits of participating in community life.

Employee spotlight

Commitment to education

Enny Asmoronni is the Group's school co-ordinator with overall responsibility for the Group's education programme. Enny joined the Group in 2020 and, under her leadership, the number of school places provided by the group has grown significantly to more than 1,500. There are plans for further increases, particularly in more senior education, and as more families join the Kota Bangun and Bumi Mas estates.

MIP Evans provides a fantastic learning environment in our schools, and I am deeply proud of the achievements of all my students.

Enny Asmoronni Group's school co-ordinator

Housing

High-quality housing is developed on all Group estates, and there is an ongoing programme of renewal and repair. Specific investment is made at recently acquired properties to improve housing quality to match other Group estates. During the year, the Group built or substantially refurbished approximately 150 houses and, by the end of the year approximately 18,000 employees and family members lived on the Group's oil-palm estates.

The Group ensures that high-quality housing is provided on its estates for workers and their families.

Find out more about our ESG progress on our website
www.mpevans.co.uk/sustainability

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Recreation

Taking time away from work is an important part of estate life, and the Group has developed clubhouses, community halls and other facilities across its estates for residents to come together for recreation and special events. In addition, sporting facilities, including badminton, tennis, futsal and swimming are available, with programmes in place for young people, through to more senior age groups to encourage wide participation.

Health

The Group is committed to the health and safety of all its employees and has a dedicated department to monitor any issues and to provide training on safe working practices. In addition, the Group has medical clinics at its estates, staffed by qualified doctors and other medical professionals. Support and care is available on a wide range of issues. During the year, Group clinics completed approximately 54,000 consultations, and even helped to deliver 60 babies.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

40
Climate-related financial disclosures

The Group takes pride in its commitment to transparent reporting

The Group is focused on continual improvement. Our six efficient palm-oil mills produced more certified sustainable CPO than ever before in 2025, more than 275,000 tonnes, or 80% of the output from those facilities. The Group is a long-standing member of the RSPO, and secures other important accreditations for its output.

During 2025, everyone in the Group played a part in achieving additional recognition from third parties who report on the Group's ESG commitments and disclosures. The Group has, for many years, received a rating from the Zoological Society of London as part of its SPOTT palm oil ESG transparency index. In 2025, the Group achieved a further increase to an overall rating of 91%. Additionally, the Group has now completed CDP (formerly known as the Carbon Disclosure Project) reporting, covering each of the categories of climate change, forests and water security, and has been rated by CDP with a very respectable 'B' grade.

The Group publishes regular, more detailed, TCFD (Taskforce on Climate-related Financial Disclosures) and ESG reports, with additional analysis of its approach to these areas, and these are available from the sustainability section of the Group's website.

Climate governance

The Group's board retains overall responsibility for climate governance. To fulfil their responsibilities in this area, board members develop appropriate skills, supported by third-party consultants where necessary. The board takes account of feedback from a wide range of stakeholders and sets the tone across the whole Group when emphasising the importance of climate considerations, when setting strategy, and when making key decisions as a responsible palm-oil producer. Climate and sustainability are always on the board agenda for discussion as a key part of operational oversight.

After careful consideration, the board has decided not to create a separate climate committee. Given the nature of Group operations, and the importance of this area, all climate-related matters are discussed by the whole board, including those with operational and management experience and expertise. The chief executive takes primary responsibility in this area at an executive level and is responsible for leading the relationship with the Group's specialist consultants, and for communication between the board and senior management in Indonesia. The chief executive is in regular contact on climate and sustainability issues with the president director in Indonesia, the head of sustainability, and the head of risk, both by video conference and during regular visits to Jakarta and operating locations.

> The Group takes pride in its commitment to transparent reporting and continual improvement.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Strategy

The Group is a producer of certified sustainable Indonesian palm oil. It is committed to acting responsibly across all areas of operation. Integral to this strategy is minimising climate impact by reducing emissions and reducing carbon intensity for each tonne of CPO and PK produced in the Group's efficient palm-oil mills. The Group seeks to act as a good steward of the land it cultivates and to protect the significant areas set aside for conservation.

The Group has clear, published, policies on environmental sustainability and climate change. It is a member of the Roundtable on Sustainable Palm Oil (the "RSPO") and respects its approach to responsible development and management of oil-palm estates and mills. The Group reports regularly to, and is independently audited by, the RSPO. The Group has set aside a significant amount of environmentally valuable land for conservation and, by the end of 2025, the total area of conservation land managed by the Group had increased to over 8,000 hectares.

As can be seen in other areas of this annual report, the Group continues to expand, both as a result of new planting at existing locations, and through the acquisition of new areas. In all cases, the Group's commitment to sustainability guides strategic decision-making when assessing expansionary opportunities.

Risk management

The Group has a well-established process for the identification, evaluation and management of risks across the organisation. The risk management section on pages 46 to 49 provides more detail in this area. For certain specialist areas, including in relation to sustainability and climate change, the Group may engage external support in the identification and evaluation of risks, but managing them remains a Group responsibility. Climate-related risks are documented, along with others, in a risk register maintained by the Group's head of risk.

Identification

The Group holds regular workshops on risk, to consider both new and emerging risks, to reflect on changes in risk classification, and to identify instances of recent risk occurrence. Whilst climate-related risks are discussed at those regular workshops, to ensure that all relevant matters have been addressed, the Group's specialist climate consultants facilitated some additional discussion during 2025. A wide range of factors was considered, including regulatory requirements, technological changes, and the potential for impacts on areas such as productivity, infrastructure, health and safety, reputation, markets and supply chains. Risks were considered over a range of timeframes including the long term up to 2050, reflecting the long planting lifecycle of the Group's oil palms. Risks were classified as 'physical' or 'transitional'. Physical risks arise from climate events, whilst transitional risks from the need for action to move away from fossil-fuel reliance.

Evaluation

Each climate-related risk was evaluated based on its likelihood and impact, and the ones considered to be most significant have been included as part of the Group's principal risks in the section on pages 46 to 49, but separately designated as climate-related risks. The Group's most significant physical risk is considered to be increases in average temperatures (see risk 2 on page 47) and its most significant transitional risk relates to environmental obligations (see risk 9 on page 48). Whilst the Group did identify some climate-related opportunities during the year, none were considered to be principal to the business, and so they have not been included in the risk section on pages 46 to 49.

Management

Mitigating actions have been identified, as far as possible, for each of the climate-related risks, and they remain under review given that risks evolve and change. Whilst the impact on the business for each principal climate-related risk is described in the risk management section on pages 46 to 49, none of those risks are considered to have an overall impact on the underlying resilience of the Group's business model, irrespective of potential climate scenarios. The Group's sustainability team has an important role to play in managing risk, and in supporting operational management to implement risk-mitigation strategies in the Group's operating locations. Towards the end of 2025, the Group experienced some flooding at its Simpang Kiri estate in Aceh following a severe cyclone, and this is discussed in the strategic report on page 28.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Climate-related financial disclosures continued

Metrics and targets

As part of the Group's commitment to sustainable operation, it monitors a range of metrics and targets in support of achieving its goals. The Group monitors carbon intensity measured as the amount of $\mathrm{CO}_{2}\mathrm{e}$ emissions, both internally and in its supply chain, per tonne of CPO produced. It also reports a carbon balance sheet and is committed to achieving net-zero emissions by 2050. To do this, the Group's net-zero targets have been established with reference to Science-Based Targets, requiring a $90\%$ reduction in industrial emissions, with the remaining $10\%$ offset by high-quality carbon removals, and a $72\%$ reduction in what are referred to as 'FLAG' emissions (those associated with forestry, land use and agriculture).

One of the Group's additional areas of focus is to measure the amount of conservation land that is being managed and monitored by the Group's sustainability team. The Group previously set a target of having conservation areas representing at least $10\%$ of the planted hectarage under Group management. By the end of 2025, the total conservation areas, at over 8,000 hectares, represented more than $11\%$ of the total planted and managed land.

Reducing our greenhouse gas emissions

The Group, supported by specialist consultants, has continued to work on reducing its total greenhouse-gas emissions during the year. In accordance with TCFD guidance, and calculated in accordance with the Greenhouse Gas Protocol, the Group measures emissions in three categories, scopes 1, 2 and 3. Scope 1 emissions arise from the Group's own operations, scope 2 from electricity purchased to power those operations, and scope 3 from indirect activities outside the Group, most notably the onward processing of the Group's products. Whilst not all emissions are carbon dioxide $(\mathrm{CO}{2})$ for ease of comparison, they are converted to equivalent amounts of $\mathrm{CO}{2}$ and reported as tonnes of $\mathrm{CO}_{2}$ equivalent, or 'tCO $_2$ e'.

During 2025, scope 1 emissions have decreased a small amount from the previous year, mainly reflecting lower carbon costs of fertilising and composting, and scope 2 emissions continue to be low, given the internal power generation from the Group's own renewable energy biogas facilities. Scope 3 emissions have continued to fall as the Group received less outside crop for processing and despatched a slightly smaller volume of CPO for refining. From the Group's baseline year of 2021 for carbon reporting, there has now been a $45\%$ reduction in total emissions, and the Group has already achieved its interim target of a $28\%$ reduction by 2030 as part of its overall 2050 net-zero target.

| | 2025
tCO₂e | 2024
tCO₂e | 2021
tCO₂e |
| --- | --- | --- | --- |
| Scope 1 | 180,400 | 199,700 | 188,000 |
| Scope 2 | 700 | 700 | 400 |
| Scope 3 | 1,338,800 | 1,589,300 | 2,594,400 |
| Total | 1,519,900 | 1,789,700 | 2,782,800 |
| Change from baseline year | 45% | 36% | |

Intensity measures

The Group measures carbon intensity as a way of analysing its emissions and, as a key performance indicator, calculating the total carbon emissions per tonne of CPO produced, as well as measuring the same figure per tonne of palm product. By the end of 2025, the Group's total carbon intensity per tonne of CPO had reduced from the 2021 baseline figure of $8.9\mathrm{tCO}{2}\mathrm{e}$ to $4.2\mathrm{tCO}{2}\mathrm{e}$ and per tonne of palm product from $7.3\mathrm{tCO}{2}\mathrm{e}$ to $3.5\mathrm{tCO}{2}\mathrm{e}$.

Next steps

The Group is continuing to work on new innovations within its own operations to both make them more efficient and, at the same time, to be more carbon efficient. Developing a deeper understanding of the benefits of responsible, climate-focused, sustainable agriculture remains a priority for everyone within a leadership role in the Group, and this will be critical to the Group's long-term success and prosperity.

Non-financial and sustainability information - Climate-related financial disclosures

The board is mindful of its obligations under s414 of the Companies Act to provide Climate-related financial disclosures within the annual report, and details are provided here of how it has complied with the disclosure requirements of CA2006 s414CB(A1)(2A). Part (a), relating to governance arrangements, is addressed in the climate governance section on page 40. Parts (b) to (e) on risk-related disclosures are covered in the risk management section on page 41, and also by cross reference to the risk management part of the strategic report on pages 46 to 49. Consideration of the business model's resilience is also included in the management part of the risk-management section on page 41, in accordance with paragraph (f). Finally, the requirements of parts (g) and (h) on targets and key performance indicators are considered in the metrics and targets section above.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

49

M R EVANS-GRAUP PLC
a maintenance and security agent

Section 172

Section 172 statement

Implementing the strategy

The board understands that, in meeting its obligation under section 172 of the Companies Act 2016 to promote the success of the Company for the benefit of its members, it must also have regard to wider considerations, including the likely consequences of any decisions in the long term, on the community, the environment and the Group's reputation. It must consider the interests of stakeholders, and it must act fairly between members of the Company. The Company ensures that each member of the board is aware of their individual obligations under section 172, and the need to apply the broader considerations referred to in section 172 to their decision-making. Where appropriate, board discussions are framed by a reminder of the section 172 considerations. This is the case, for example, when the board conducts its annual review of strategy and also when taking strategic decisions on the deployment of capital.

The board reviews at least annually which organisations or individuals have a reasonable expectation of being significantly affected by, or having a material effect on, the activities of the Group. At the same time the board considers the best means of engaging with those stakeholders, acknowledging that long-term success relies upon good relations with a range of different stakeholder groups. The Group's current stakeholders are shown below, and further details on how the Group engages with them are set out on the Group's website www.mpevans.co.uk.

The regular review of this list ensures that board members are mindful of different stakeholder groups and, where appropriate, engage with them as part of the decision-making process.

During the year, the directors again considered possible opportunities to increase the Group's planted hectarage, in line with strategic objectives. As a producer of sustainable palm oil operating in Indonesia, the directors are well aware of the concerns expressed by various stakeholder groups, including shareholders, regarding the impact of land use for palm cultivation on the environment and local communities. Any new land under consideration is thoroughly reviewed to ensure that it meets, or can be rehabilitated to meet, the requirements set out by the RSPO, which has developed standards for certifying palm-oil production as sustainable, based on adherence to strict environmental, social and governance ("ESG") criteria. The review process for potential new areas includes management teams on the ground engaging with local communities to ensure they have been properly compensated where applicable, and that there are no grievances which cannot be resolved.

The Group has invested in, and has earned itself a strong reputation for, being a sustainable producer of palm oil in an industry which, rightly, comes under scrutiny. The board's decision-making process reflects a desire to preserve the Group's reputation as a sustainable operator, good employer and trusted business partner, and with a forward-looking approach to making decisions which are designed to generate long-term value for shareholders. It places importance on integrity and transparency in all dealings.

The Group's operational teams engage directly with its business partners in the supply chain on ethical issues that are of fundamental importance to the Group and its customers, including modern slavery and bribery and corruption. They make the Group's intolerance of these practices very clear and insist on assurances from suppliers. The board is kept informed of these engagements, as well as the initiatives conducted with the Group's own employees.

Due to the anticipated (now delayed) implementation of the EU deforestation regulations ("EUDR"), which will require the supply chains of products sold in the European Union to be free of deforestation, the Group's teams in Indonesia have been engaging with the Group's suppliers and customers to better understand how the Group can meet the traceability requirements which are now being phased in from 30 December 2026. The board is responding to a demand for fully traceable CPO by adapting the business strategy towards ever increasing production of 'identity preserved' product from its own sustainably managed estates and scheme smallholder areas.

Find out more about our stakeholder engagement on our website www.mpevans.co.uk/about/board/directors-responsibilities

Stakeholders

During their review in June 2025, the board identified ten separate groups of stakeholders whose interests should be considered.

They were:

Investors in M.P. Evans Group PLC	Employees of the Company and its subsidiaries	The Group's associated scheme smallholders	Local communities on and around the Group's operational locations	Co-investors in the Group's Indonesian operations
Certain key-suppliers to the Group	Certain key customers of the Group	European plantation companies with operations similar to those of the Group	Government and regulatory bodies relevant to the Group	Industry certification bodies including the RSPO

The corporate governance section of this report on pages 52 to 56 includes examples of the way the board engages with stakeholders.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Overview

Strategic report

Governance

Financial statements

Other information

Risk management

Principal risks

The Group regularly considers its principal risks. They are reviewed and assessed by the audit committee at least annually and reported to the board for approval. The board considers the principal risks when conducting strategy reviews or when making strategic decisions.

Over the course of 2025, regular risk review meetings were held to monitor the management of existing risks, and to ensure the business was alert to new and emerging risks. Those meetings had wide participation, including operational management based at all Group locations and members of senior staff at both the Jakarta and the UK head offices. Meetings were also attended by the Group's head of risk and by the chief executive, who was responsible for feeding back to the Group audit committee. The analysis of risk includes those which are assessed to be climate-related, and further discussion of the climate-related risk-management process is included in the sustainability section on pages 40 to 42. The Group maintains a comprehensive risk register and, from this, those risks of most importance to the Group are identified, classified as 'principal' and reported in this section of the annual report. During 2025, one new principal risk was identified, relating to the Indonesian political environment, particularly in light of the government policy to reclaim oil-palm estates where there are deemed to be land-title irregularities, as discussed in more detail on page 10. Two risks have been removed from the list of principal risks. Firstly, that in relation to the Indonesian exchange-rate fluctuation. Whilst the Group remains exposed to this currency risk, it has not, in recent years, experienced a material impact on profitability. Secondly, the principal risk around environmental reporting obligations has been removed as the Group has become more experienced in this area. The Group remains of the view that the most significant risk to the Group is in relation to a significant and prolonged fall in the prices available for the Group's output of CPO and PK.

Key

Likelihood of occurrence	LOW	MED	HIGH	Risk change from prior year
Impact on the business	LOW	MED	HIGH	Increase	Decrease	No change ☑ New
Climate-related risk	C

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Risk	Impact	Mitigation
Operational
① Adverse weather	One or more of the Group's operational locations suffers from prolonged adverse weather conditions.	The Group accepts that weather patterns can vary over the short term, and this may include extended periods of dry weather caused by weather phenomena such as El Niño. Its experience of developing and managing oil-palm estates in Indonesia over several decades shows that any crop deficits tend to be made up over the longer term. In addition, the Group benefits from the geographical diversity of its operations within Indonesia.
② Climate change	Group estates start to feel the impact of long-term changes in climate patterns.	The Group is alert to changing climate patterns around the world. To date, there has been no major impact on Group operations, but the Group continues to monitor the situation on each of its estates. The Group has assessed climate risk over the medium to long term (up to 2050) and over climate-warming pathways of over 3°C. Further information on the assessment of climate risks is included in the sustainability section of this report on pages 40 and 41, along with steps taken by the Group to manage and mitigate any impact. Changing weather patterns have been assessed as the Group's principal physical risk associated with climate change.
③ Flood and water incursion	One or more of the Group's planted areas suffer a significant flood.	Some of the Group's estates are more prone to flood risk than others, due to their location and topographical conditions, and the Group experienced a significant flood at its Simpang Kiri estate in late 2025 following a cyclone in the region. The Group has emergency response systems in place for staff. Planting programmes are planned and timed carefully to mitigate risk, and the Group has invested in water-management systems, including bunding and drainage systems, as well as water pumps to evacuate excess water.
④ Pests and disease	Group planted areas are attacked by pests or infected by disease.	The Group employs experienced agronomic managers in all its estates and takes advice from external consultants when appropriate. Effective management is designed to identify issues when they occur, and to ensure that they do not become widespread. Senior staff remain up to date in latest agronomic practices and pest-control strategies.
Production and sales
⑤ Changes in prices	There is a significant fall in commodity pricing for CPO and PKO.	The Group accepts that it is dependent on its ability to sell its output into a world market over which it has no control. However, oil palm is a permanent tree crop and is the cheapest major vegetable oil to produce, with Indonesia being the lowest-cost-producing country. The Group employs a dedicated marketing team to monitor developments in the market and to ensure that it receives the best available prices for its sales tenders and other supply agreements.
Financial
⑥ Inflation	There is a significant increase in Group costs due to inflationary pressures.	The Group operates a centralised purchasing team, based in Jakarta, that is responsible for all major procurement, supported by regional offices dealing with local suppliers. Tenders are well controlled and subject to multiple reviews. Unit costs benefit from increasing yields, whilst inflationary pressure on key inputs such as fertiliser can feed through to cost per tonne.
⑦ Taxation	The Group is unable to agree its tax accounting with local tax authorities.	The Group is subject to an additional tax liability.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Risk management continued

Risk	Impact	Mitigation
People
8 Succession planning
The Group fails to focus on the development of its senior management group and planning for succession in key roles.		LOWHIGH✓
Succession planning for the senior management group is identified as a priority area and is discussed on a regular basis by the Group board. Wherever possible, early discussions are held with staff members to discuss their plans along with opportunities for future development. The continuing growth of the Group has allowed for scope to provide new learning and development for staff.
Environmental, social and governance
9 Environmental obligations
The Group fails to comply with its own policies, or with legal or regulatory obligations, on environmental protection.		LOWHIGH✓
The Group applies its well-established policies on the development and operation of sustainable oil-palm estates. It has a separate sustainability team, including staff members resident at all its operating sites. The Group is a long-standing member of the RSPO and is subject to their independent audit and scrutiny. Given the increasing importance placed on this area by a number of stakeholders, this has been identified as the Group's principal climate-related transition risk, see page 41.
10 Relationship with local populations
Operations are disrupted by a breakdown in relations with local populations around Group estates.		LOWHIGH✓
Careful attention is paid to the Group's relationship with local populations around Group estates, including regular engagement with local government, mayors and village representatives. The smallholder co-operative schemes, which are associated with all Group estates, play an important part in aligning the interests of the Group and the local community, and the Group works hard to ensure that the mutual benefits of co-operative participation are well understood.
Political and regulatory
11 Indonesian political environment
The Indonesian government takes direct action which adversely affect Group operations.		MEDHIGH✓
Over the last year, the Indonesian government has created a task force, known as Satgas, to reclaim oil-palm estates from companies which are considered not to have proper land titles. In addition, significant fines have been levied. The Group's approach has always been to secure proper title to all its estates and to ensure that all documentation is completed fully. The Group is continuing to monitor the activities of Satgas.
12 Indonesian regulatory environment
The Indonesian government introduces new laws or regulations which adversely affect Group operations.
A change in the legal or regulatory environment in Indonesia could result in a reduction in Group profitability due to lower pricing, higher taxes, or some other impact.		The Group has a very long history of operating in Indonesia, and during that time the country has benefited from a period of political stability and economic growth. Inevitably some changes occur which influence the Group's operations, but the Group monitors these and reports them to shareholders as required. In 2024, Indonesia elected a new president, and the Group is continuing to monitor the political and regulatory environment as new policies are enacted.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Risk	Impact	Mitigation
Political and regulatory continued
13 International regulatory environment
MEDMED+
New laws or regulations are introduced by governments or regulatory bodies outside Indonesia which adversely affect Group operations.	A change in the global legal or regulatory environment could result in a reduction in Group profitability due to lower export demand, increased regulatory burden, or some other impact.	Whilst Indonesia is the largest producer of palm oil in the world, the majority of production is exported. As a result, the Indonesian palm-oil industry is reliant, to a degree, on continuing demand from, and access to, international markets. Lawmakers and regulators in some countries are introducing new requirements which are affecting, or will impact on, the industry (e.g. EUDR). The Group continues to monitor changes in international regulations, and seeks to ensure that, through its commitment to responsible and sustainable production, it can demonstrate compliance with international regulations.
14 Bribery and corruption
LOWMED+
Operations in Indonesia are deemed to be at a higher risk of bribery and corruption.	Inappropriate activities could lead to both legal sanction and a loss of reputation.	The Group has a robust policy on bribery and corruption, completes risk assessments and conducts training of senior management and staff in all locations. It requires all its business partners to complete questionnaires on their respective anti-bribery and anti-corruption activities and policies, and includes appropriate clauses in contracts. The Group has experienced staff at its Jakarta head office and has an independently operated whistleblowing hotline to facilitate anonymous reporting of any issues.
15 Land rights dispute
MEDMED+
There is a dispute over land rights between the Group and another interested party.	, If the Group is unable to defend its land rights, a loss of planted hectarage would have a knock-on effect to crop and production.	At times, the Group is subject to claims from others who seek to demonstrate an interest in the Group's planted areas. This can be more prevalent when commodity prices are high, not just for CPO, but other competing commodities when claimants see other potential uses for Group land. The Group's legal team, supported by advisors as necessary, robustly defend the Group's land rights, and in all cases the Group is satisfied that it holds the proper title to its planted areas.
Information systems
16 Information security
MEDLOW+
Group IT systems are not sufficiently secure.	Proprietary or sensitive information is shared outside the Group, resulting in financial and/or reputational loss.	A Group-wide information management and reporting system has been deployed, and an in-house IT team works closely with retained IT consultants to ensure that Group data remains secure. Access controls have been established, and core data is stored in a secure 'cloud' environment. Continuous backups are made of Group information both to cloud and physical storage and the Group has an ongoing programme of reviewing and updating its IT security measures.

Approved by the board of directors and signed on its behalf

Matthew Coulson
Chief executive

24 March 2026

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Board of directors

Peter Hadsley-Chaplin

Non-executive chairman

Matthew Coulson

Chief executive

Luke Shaw

Chief financial officer

Michael Sherwin

Senior independent non-executive director

A R I

Appointment

Appointed a director in 1989, chairman in 2010. Transitioned from executive to non-executive role in mid-2024.

Background

Former executive chairman of Bertam Holdings PLC and Lendu Holdings PLC. Former chairman of The Association of the International Rubber Trade. Prior to joining the Group in 1988, he was a commodity broker with C Czarnikow Limited.

Appointment

Appointed chief executive in 2022, having joined the Group in 2016, and following appointment to the board as finance director in 2017.

Background

Previous experience as an audit director of Deloitte LLP, including work on companies in the agricultural sector and in the technical policy team.

Appointment

Appointed to the board in 2023, having joined the Group in 2022 as chief financial officer.

Background

Qualified chartered accountant with previous experience of working with international groups and AIM-listed businesses, as an audit manager at BDO LLP. Prior to joining the Group, held CFO position at Servomex, a division of Spectris plc.

Appointment

Appointed a director and member of the audit and remuneration committees in 2022 and senior independent director and chair of the audit committee in 2025.

Background

Qualified chartered accountant with over 40 years' experience in finance and leadership roles, including at Price Waterhouse. Has held CFO roles at Games Workshop plc and thereafter Vertu Motors plc. Has served as non-executive director on several listed boards, including Plusnet plc and Sumo Group.

External appointments

Is a non-executive director of Williams Motor Co. (Holdings) Limited and was appointed chairman of Power Probe PLC in 2025.

Key

A Audit committee
R Remuneration committee
I Independent

M.P. EVANS GROUP PLC
Annual report and accounts 2025

K. Chandra Sekaran

Non-executive director

Tanya Ashton

Independent non-executive director
A R I

Lee Yuan Zhang

Non-executive director

Kate Coppinger

Independent non-executive director
A R I

Appointment

Appointed a director and member of the audit and remuneration committees in 2022.

Background

Has over 18 years' experience working in ESG roles. Currently head of sustainability at The Boots Group, Global Sourcing, Europe and is a former board member of global not-for-profit organisation, The Sustainability Consortium. Previously held senior positions at Silver Spoon British Sugar plc, part of Associated British Foods.

External appointments

A non-executive director of AIREA plc since 2023.

Background

Former president director of PT KLK Agriservindo, Indonesia, responsible for the management of 140,000 hectares of oil-palm plantations across five Indonesian provinces. Was regional director (plantations) of Kuala Lumpur Kepong Berhad ("KLK") and held a number of senior head office roles within the KLK Group.

External appointments

Is COO of Batu Kawan Berhad and holds a number of other directorships within the Batu Kawan Berhad Group.

Appointment

Appointed a director in 2023.

Background

External appointments

Is COO of Batu Kawan Berhad and holds a number of other directorships within the Batu Kawan Berhad Group.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Corporate governance report

The Group's recognised corporate governance code is the QCA Corporate Governance Code ("QCA Code"). The board is committed to following the principles set out in the QCA Code, to review, develop, disclose and report on the corporate-governance structures and processes operated by the Group to ensure it continues to meet the appropriate standards. Every year, the board conducts a detailed review of its corporate governance arrangements against the ten principles of the QCA Code and their application guidelines. Following the latest review, the board concluded that the Group's governance arrangements comply with each of the ten principles. An explanation of how the Group has applied and complies with the QCA Code's principles is set out in this corporate governance report and in the chairman's statement on corporate governance that follows. An index of corporate governance disclosures against the 10 principles of the QCA Code can be found on the Group's website.

℗

Find out more about our corporate governance on our website www.mpevans.co.uk/about/corporate-governance/index-of-compliance

Chairman's statement on corporate governance

At M.P. Evans, we firmly believe that good corporate governance underpins the success of the Group. It supports decision-making in the boardroom, mitigates risk, and fosters a strong Group-wide culture that engenders trust in the way we operate and conduct our business. The Group operates in a sector where timelines are long, and investors need to understand how the board's governance structures are protecting the long-term interests of shareholders.

Chairman's role

One of my primary responsibilities is to ensure that a robust corporate governance framework exists. As a board, we consider annually which corporate governance code best suits the needs of the Group and its shareholders, and we are satisfied that the QCA Code remains appropriate. Careful agenda planning ensures that the governance areas covered by the ten principles of the QCA Code are reviewed over the course of the year by the board or its committees, including an annual assessment of how we are applying the principles. The board and its committees monitor the effectiveness of the governance tools within the framework.

Purpose, strategy and business model

As a producer of sustainable Indonesian palm oil, the Group has a clear purpose and business model, with responsibility very much at its heart. The board dedicates time annually to reviewing the Group's strategy, taking stakeholder considerations into account, as well as factors that can present either risk or opportunity for the business. Over many years, the board has prioritised strategies that minimise environmental impact, along with investing in the communities in and around the Group's estates. I have no doubt that this focus has contributed to the Group's success and will continue to do so.

Promotion of corporate culture based on ethical values and behaviours

The board has put in place clear policies for expected behaviours, which it regularly reviews, and which are promoted and embedded throughout all levels of the organisation. These policies reflect the ethical culture which the board considers to be a cornerstone of the Group's success, and which aligns with the Group's purpose of being a responsible producer of certified sustainable Indonesian palm oil. The Group's policies are especially important given the size and geographical spread of its workforce.

In addition, the Group sees ethical behaviour as a competitive advantage to building trust with customers, suppliers and other key stakeholders, as well as attracting and retaining high-performing staff.

The board's efforts in this area include annual online training to recognise behaviours associated with bribery and corruption, completed by board members and Group-wide staff. This supplements ongoing training and socialisation of the Group's policies throughout the workforce, led by the Indonesian human resources team.

We continue to be committed to our ESG agenda. During 2025, we published updates to our TCFD and ESG reports, to keep shareholders and stakeholders fully informed of our progress towards the targets we have set ourselves. The chief executive takes an active part in preparing these reports and leads on the sustainability agenda. Our specialist ESG consultants have again been working closely with the chief executive and the Group's sustainability team during the year, including support with report preparation, and providing board briefings. At the beginning of this year, they again led a climate-risk workshop in which the senior managers from across all the Group's operational teams participated.

A well-functioning and balanced team

Another part of my role is to lead an effective board and maintain a dynamic management framework. The composition of the board, the breadth and depth of its skill set, the diversity of its input, and the inclusive environment to facilitate constructive debate, are hugely important to the effectiveness of the board, and we have an excellent team in place. Ensuring that we have the right people in the right roles is something to which we regularly dedicate time as a whole board, with succession planning and board evaluation routinely on the board's agenda. Testament to the diligent attitude of each board member is the full attendance record in 2025 at all board and committee meetings, and the level of engagement within those meetings is extremely high.

In June 2025, following a rigorous, externally supported process conducted by the whole board, which included mapping out key skills and personal attributes that would benefit the board, we were very pleased to welcome a new independent non-executive director, Kate Coppinger, to the board. Since joining, Kate, who has experience chairing both remuneration and audit committees, has made valuable contributions, including as a member of the audit committee and of the remuneration committee, to which she was appointed chair.

Board members are encouraged and facilitated to maintain and build their relevant knowledge and skills. Where necessary, we engage external specialists to support the board and senior management in their decision-making.

The board continues to monitor its own effectiveness. This year, board members were able to provide feedback via an internally conducted evaluation process, and, encouragingly, this delivered a consensus that the board is a well-functioning and balanced team. The annual evaluation always yields suggestions for improvements, and such feedback is a valuable part of the process. Further details are provided later in this corporate governance report.

Governance structures and risk management

The board, supported by the audit committee, continues to focus on risk identification, management, mitigation, and disclosure. As well as reviewing matters reported by the internal audit team, and monitoring the internal controls over financial reporting, there is regular dialogue between the Group's head of risk in Indonesia and the executive directors, to ensure that the mitigation strategies developed with the audit committee are being deployed effectively, and that any newly identified risks are assessed. Group-wide online cyber-security training is completed annually by staff and directors during the year, as part of a mitigation strategy against cyber risk.

Given the degree of constructive engagement between the executive and non-executive directors, and the range of skills and attributes represented on the board and its committees, supported, where appropriate, by specialist consultants, we have not felt the need to expand our governance structure beyond the audit and remuneration committees. Contrary to the QCA Code's recommendation, we do not have a nominations committee. However, we have a strong track record of board appointments being managed collaboratively by the whole board, and we have therefore preferred this approach up to now. Nevertheless, the board will continue to consider this, as part of its ongoing corporate governance agenda.

During the year, we strengthened our corporate governance structure by improving diversity on our board, and also by separating the chairing roles of the remuneration and audit committees.

Stakeholder awareness and engagement

As explained on the Group's website, the board annually considers who the Group's stakeholders are and how best to engage with them, and this practice of considering wider stakeholder issues feeds into the board's decision-making. Perhaps the Group's biggest stakeholder group is its employees. Employee-engagement initiatives, led by the Indonesian human resources team, have been devised to enable direct feedback to be shared by estate workers, with other engagement programmes introduced for other employee groups. During 2025, staff members were able to ask questions to the UK executives and the president director at an in-person "town hall" event, which was very well received by all involved. The well-established whistleblower hotline continues to be effective as a channel for stakeholders to report suspected wrongdoing, and whilst we are pleased that no serious whistleblower issues were identified during the year, any grievances reported are treated as an opportunity to see if improvements need to be made in the way we do things.

Communication

This year the chief executive and chief financial officer again conducted an extensive and well-received investor-relations programme, which is an opportunity for us directly to engage and to understand the concerns of investors.

I continue to receive positive feedback from shareholders and other stakeholders about the quality of our published materials. This reflects the efforts of the executive team who, in response to investor expectations, dedicate significant time to ensuring that high-quality information is readily available via the Group's website, including financial and non-financial reports, videos of our operations, and recorded investor presentations and interviews. In addition, stakeholders may find it helpful to review our ZSL SPOTT and CDP ratings. Non-institutional shareholders appreciate the fact that they are able to participate in online interactive presentations following the publication of interim and final results, and the Group's AGM can be viewed via live stream.

We continue to value the QCA Code as an appropriate framework within which to develop and refine our corporate governance practices.

Peter Hadsley-Chaplin

Chairman

24 March 2026

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Corporate governance report continued

Operation of the board

Directors

Details of the Company's board, together with those of the audit and remuneration committees, are set out on pages 50 and 51.

The board's structure is designed to ensure that there is a clear balance of responsibilities between the executive and the non-executive functions. The maximum number of directors permitted under the articles of association is eight.

Time commitment

Executive directors work on a full-time basis. Non-executive directors, other than the chairman who works on Company matters at least one day a week, are expected to contribute two to three days' service per month to the Company, including attendance at board meetings and the AGM. The board meets at least quarterly and is provided with information at least monthly. It receives executive operating reports, management accounts and budgets.

Of the executive directors and non-executive directors serving throughout the whole year, all attended each of the six board meetings held in 2025. In addition, both of the committee members serving for the full year attended each of the five audit and each of the five remuneration committee meetings held in 2025, and each of the committee members serving for part of the year attended all committee meetings during their period of service.

Composition and members' attendance of main board and committee meetings throughout 2025 are shown in the table below.

Discover more about Directors' roles and responsibilities see pages 50 and 51

Directors' roles and responsibilities

A description of the roles and responsibilities of the directors is set out below and on pages 50 and 51. The board reserves to itself a range of key decisions (which are set out on the Group's website at www.mpevans.co.uk) to ensure it retains proper direction and control of the Company, whilst delegating authority to individual executive directors who are responsible for its day-to-day management. The board's objective and the key decisions reserved to it are subject to periodic review, most recently in December 2025. The executive and non-executive directors regularly discuss progress against budgets and other business issues.

The board is satisfied that its composition covers a broad range of relevant skills and experience to enable effective formulation and execution of the Group's strategy. The chief executive, Matthew Coulson, is responsible for implementing the strategy set by the board. He must set an example of the Group's culture and ensure that the Group is complying with its regulatory obligations and its self-imposed standards. He takes a lead on the Group's sustainability agenda and investor relations.

Neither of the executive directors holds any external directorships or offices, and the board is confident that any external roles held by non-executive directors (for details see the board biographies on pages 50 and 51 and on the website www.mpevans.co.uk) do not compromise their ability properly to carry out their respective roles for the Company.

Chairman

Peter Hadsley-Chaplin chairs the board. Whilst he is a non-executive director, given the time that he has served the Company both as a director and chairman, as well as the size of his shareholding in the Company, he is not considered independent.

However, he has a long track record of being effective in this role and of building solid relationships with shareholders, as well as presiding over a well-functioning board. He maintains a strong individual relationship with each member of the board.

Senior independent director

Michael Sherwin is the board's senior independent non-executive director, having taken over from Bruce Tozer who retired from the board in June 2025. This important role involves being a sounding board for the chairman and an intermediary for other directors. Shareholders and other board members may engage with the senior independent non-executive director to express their views on specific matters.

Composition of the board and independence of directors

During the year, in compliance with the QCA's corporate governance code ("QCA Code"), the board maintained an appropriate ratio of executive and non-executive directors, comprising two executive directors (the chief executive and the chief financial officer) and six non-executive directors. At least half of the six non-executive directors were considered independent.

Throughout 2025, all three members of the audit and remuneration committees were independent non-executive directors. Neither K Chandra Sekaran nor Lee Yuan Zhang is considered to be independent, K Chandra Sekaran due to his previous role leading the Indonesian operations and Lee Yuan Zhang due to being a representative of the Group's largest shareholder, KLK. However, the vast sector experience, both operational and commercial, that they bring to the board, is of great benefit.

Neither of these board members serves on the audit or remuneration committees, although a committee chair may permit their attendance at meetings.

Director	Executive / Non executive (NED)	Board	Audit committee	Remuneration committee
P E Hadsley-Chaplin	NED and chairman	6 of 6	–	–
M H Coulson	Executive	6 of 6	–	–
L A Shaw	Executive	6 of 6	–	–
B C J Tozer	Independent NED	3 of 3	2 of 2	4 of 4
K Chandra Sekaran	NED	6 of 6	–	–
M Sherwin	Independent NED	6 of 6	5 of 5	5 of 5
T Ashton	Independent NED	6 of 6	5 of 5	5 of 5
Lee Y Z	NED	6 of 6	–	–
K J Coppinger	Independent NED	3 of 3	3 of 3	1 of 1

M.P. EVANS GROUP PLC

Annual report and accounts 2025

All board members engage fully and constructively in board discussions, demonstrating independent mindsets and a willingness to challenge and hold the executives to account.

Board skills and personal attributes

The skills and personal attributes of each of the directors facilitate rigorous but constructive debate, informed and considered decision-making, as well as the effective monitoring of progress in achieving the Group's strategic objectives and desired culture. Directors are encouraged to maintain and develop relevant skills, and the Company will enable them to attend workshops, dedicated briefings, webinars, conferences and training courses as appropriate.

The extensive corporate experience of Michael Sherwin, gained through his years in executive and non-executive roles, and across a range of areas including M&A, corporate governance and accounting, enables him to identify essential issues in board and committee discussions, particularly around risk and internal control. Tanya Ashton, recognised professionally for her commitment to increasing sustainability in consumer products, has over 20 years of experience in ESG roles and through her insightful contributions supports the board's ESG awareness. The board benefits from K Chandra Sekaran's profound knowledge of the Group's operations, his understanding of the Indonesian plantation industry and the agronomic and social issues related to it. Lee Yuan Zhang enhances the board in the agronomic as well as corporate aspects of the business, through his extensive experience derived from the roles he has held and continues to hold in KLK and its associated companies. Both Yuan and Chandra are well placed to provide regional political insight to inform the board's risk considerations. Kate Coppinger brings to the board her perspectives, gained through working in international business and corporate finance, as well as her experience chairing committees. Her inputs contribute to the high quality of board discussions, and she takes a responsible approach to chairing the remuneration committee.

Board support

The board, and board committees, have access to independent professional advice at the Group's expense when the board, or board committee, deems it necessary for it to carry out its responsibilities. Cavendish Capital Markets Limited is the Company's nominated adviser. The board additionally receives advice from independent professionals on legal matters, corporate public relations, taxation, and valuation of the Group's property assets.

In 2025, the board again worked with its appointed specialist ESG consultancy firm to assist with its disclosure obligations under the non-financial and sustainability reporting regime, building on the data reported in its previous annual reports.

The company secretary provides support on matters of corporate governance, working with the chairman to embed regular review by the board of key Group policies and corporate governance developments. The company secretary is responsible for the induction process for new board members, receives the feedback given by board members when an internal board evaluation is conducted, and can also be a point of contact for board members, shareholders and stakeholders.

Corporate culture

The board is collectively responsible to shareholders for the success of the Company and understands the need for robust corporate governance structures and a Group-wide ethical culture in achieving this. The board, with input from stakeholders as appropriate, regularly engages in reviewing and developing policies which support the Group's values. It actively promotes a culture founded on its values of integrity, teamwork and excellence, and continually monitors the strength of this culture. Members of the board lead by example. The executive directors do this during their frequent personal interactions with staff, whilst the board visits operations every other year. During 2025, the whole board undertook a visit to the Group's Jakarta office and to the Kota Bangun estate in East Kalimantan. Systems are in place to promote the Group's policies throughout the workforce, including training on key areas such as anti-bribery and corruption, modern slavery and the Group's independently administered whistleblowing hotline. Remuneration of all staff rewards those who demonstrate adherence to the desired behaviours. Staff found to have breached the value of integrity are dismissed, and in those circumstances any unexercised awards under the long-term incentive scheme would be forfeited.

Succession planning

The Company does not currently have a nominations committee. During the year, as part of its corporate governance review, which took account of the QCA Code requirement that boards maintain company-appropriate governance structures, the board reviewed its approach to director and senior management succession planning. The board remained satisfied that succession planning, immediate or long term, was a matter for the whole board. Changes to the board are currently managed collaboratively, led by the chairman.

Any new appointments are discussed at a full board meeting, taking into account the board's own assessment of the skills, experience and diversity required for it successfully to formulate and execute the Group's strategy, the current skills and experience of board members and those of the candidate. The Company engages independent professional consultants to assist in identifying appropriate and diverse candidates. Each member of the board is given the opportunity to meet the shortlisted candidates before an appointment is made.

Due to its regular reviews of succession planning, the board is confident that it would be resilient to any unplanned changes and that it would be able to recruit or promote suitable, well-qualified, candidates within a reasonable time period. The board is aware that diversity, including gender diversity, is likely to enhance the board's range.

Re-election of directors

Each director retires and must seek re-election at least every three years. Non-executive directors who have served on the board continuously for a period of nine years or more will offer themselves for re-election at each year's annual general meeting. The board has given thought to the most recent application guideline of the QCA Code that recommends giving shareholders an annual vote on the reappointment of each director. It has decided that a three-year rotation for voting on directors at the AGM, as per the Company's articles, remains appropriate as this allows directors time to understand the business, and avoids the destabilising effect of unplanned board changes. The board would encourage shareholders to raise any concerns about any individual directors with the chairman or senior independent director.

Shareholder engagement and the AGM

The board attaches great importance to communications with both institutional and private shareholders. The executive directors regularly engage with shareholders to update them on the progress of the Group and discuss any areas of interest that they may have. Shareholders continue to be focused on the Group's approach to capital allocation and its ongoing appetite for future growth. Any significant issues raised by shareholders are discussed collectively by the board. The chairman or members of the board, as appropriate, respond personally to communications received from shareholders.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Corporate governance report continued

The annual general meeting provides an excellent opportunity for smaller shareholders to meet the directors in person, to raise any issues and discuss the development of the business with them. The Company's annual general meetings have always been well attended by its shareholders, but for those who are unable to attend, the proceedings are broadcast, live, online and a recording is made available on the Group's website (www.mpevans.co.uk) after the event.

During 2025, the executive directors took part in a number of online presentations, the recordings of which are available on the Group's website. These included two freely accessible live webinars by the executive directors, and the chairman, following the 2024 results and the 2025 interim results, with the opportunity for questions and feedback from participants. The board intends to continue to use online forums, including certain social media channels, as a means of communicating the Company's investment case.

The board uses the Group's website (www.mpevans.co.uk) to make available details of the AGMs, the results of the votes cast at those meetings, and reports and presentations given at meetings with investors.

Board performance evaluation

During the last quarter of 2025, the board undertook an internal board evaluation. The process was led by the chairman in conjunction with the company secretary. Members of the board completed a questionnaire which comprised a mixture of quantitative and qualitative questions, focussed on ten indicators of an effective board such as its composition and structure, its skills, responsibilities, the organisation and conduct of board meetings, stakeholder engagement, committees, culture, and risk management as well as inviting feedback on the chair. All areas of assessment came out well, with the majority being very highly endorsed, and this was also reflected in a considerable amount of positive feedback in the comments. Further analysis identified some scope for improvement, including board delegation, and the need to develop further understanding of how emerging technology may impact the business.

In response to the findings of the 2024 board evaluation, during 2025 the board took note of the recommendations when selecting a new independent non-executive director, as well as in the appointment of its committee chairs and senior independent director.

Accountability

Financial reporting

A detailed review of the performance and financial position of the Group is included in the chairman's statement on pages 2 to 5 and in the strategic report. The board uses these and the report of the directors to present a balanced and understandable assessment of the Group's position and prospects. The directors' responsibility for the financial statements is described on page 63 of the report of the directors.

Risk management

The directors acknowledge their responsibilities for the Group's system of risk management. Such a system can provide reasonable, but not absolute, assurance against material misstatement or loss. A review of the process of risk identification, evaluation and effective management is carried out by the audit committee. The committee considers the Group's principal risks, and a summary is presented to the board for discussion and approval. The review process considers the control environment and the major business risks faced by the Group. A summary of principal risks is reported on pages 46 to 49.

Important control procedures, in addition to the day-to-day supervision of parent-Company business, include: regular executive visits to the areas of operation of the Group and of its associates, comparison of operating performance and monthly management accounts with plans and budgets, application of authorisation limits, internal audit of subsidiary undertakings and frequent communication with local management. The Group also has an independently administered whistleblower hotline service. The regular trips by the executive directors to the Group's operations are an effective way for directors to monitor the Group's operations and culture, and they use these opportunities to promote the Group's values. Additional engagement is achieved through virtual meetings with operational teams, and the executive directors make the most of technology to enhance oversight. In October 2025, the non-executive directors joined the executives on a trip to the Jakarta head office and to the Group's Kota Bangun estate, as part of a two-year visiting cycle for the board. The chairman makes an annual visit to the Group's Indonesian operations.

Going concern

The board has assessed and concluded on the going-concern status of the Group, and further information is included in the directors' report on page 63.

Viability

The board considers the Group's longer-term viability on a regular basis. To do this, both short-term budgets and longer-term projections are prepared and reviewed by the board. Due to the long-term nature of the industry within which the Group operates, the board has concluded that projections should be prepared, and therefore viability considered, over a 10-year period.

At the year end, the Group held a cash balance of US$87.5 million. Furthermore, as disclosed in note 22, at the year end, the Group had no outstanding loans and available undrawn finance facilities of up to US$30 million. The Group's plans for further development of its Indonesian operations have been taken into consideration, as set out in the strategic report, including development of existing projects, investment in new hectareage, and appropriate financing where necessary.

Principal areas of risk, and their mitigation, are included in the section on risk management on pages 46 to 49. Financially, the main risk to the Group's results is commodity-price fluctuation and, as has been demonstrated previously, the Group is able to continue delivering returns even during periods of lower crude-palmolii prices.

The Group's prospects remain sound, given its increasing planted hectareage, its milling capacity, and its focus on milling more of its own harvest, thereby improving efficiency. In light of this, and the resources available to the Group, the board intends, where possible, to maintain or increase, normal dividends in future years from their current levels.

The board has not identified any significant concerns regarding the Group's longer-term viability.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Audit committee report

Audit committee

The audit committee is formally constituted with written terms of reference (which are available on the Company's website www.mpevans.co.uk) and is chaired by Michael Sherwin. The other members are Tanya Ashton and Kate Coppinger. Of the current members of the committee, two served throughout 2025 and one, Kate Coppinger, served from 13 June 2025 following the retirement of Bruce Tozer who had served from the beginning of the year until 13 June 2025. The directors who are not members of the committee can be invited to attend its meetings. The auditors of the Group may also attend part or all of each meeting and they have direct access to the committee for independent discussions, without the presence of the executive directors. The external auditors attended two of the meetings held in 2025.

The audit committee may examine any matters relating to the financial affairs of the Group or the Group's audit; this includes reviews of the annual accounts and announcements, accounting policies, compliance with accounting standards, reviewing the Group's principal risks and risk-management framework, the appointment of and fees of auditors, and such other related matters as the board may require.

During the year the audit committee has:

reviewed the Group's external financial reporting, including receiving a report from the external auditors on the audit work they have performed;
assessed critical accounting judgements and key estimates made during the year;
reviewed findings of the internal audit team and the work they have performed;
reviewed the quality and effectiveness of the external audit and considered points arising from it;
reviewed the Group's whistleblower policy and implementation, including assessment of briefings of reports made to senior management or the independent hotline;
monitored progress of the Group's risk identification, management and disclosures;
approved non-audit services provided by auditors in Indonesia;
reviewed BDO's response to its audit quality review by the FRC;
reviewed the QCA's updated Audit Committee Guide;
engaged with the component auditors undertaking work in Indonesia.

Auditors

The auditors, BDO LLP, were appointed, following a tender exercise, in 2019. The audit partner changes at least every five years in accordance with professional and regulatory standards in order to protect independence and objectivity. Following a partner rotation, Jill MacRae was the audit partner for the 2025 audit.

The audit committee meets the external auditors to consider audit planning and the results of the external audit. The committee specifically considered the scope of the Group auditors' engagement and agreed the significant risks for the audit of the 2025 results. The external auditors have provided only audit services during the current year other than a small amount of authorised non-audit services provided by the component auditors in Indonesia, in relation to some Group restructuring involving four of the Group's Indonesian subsidiaries. Accordingly, the board does not consider there to be a risk that the provision of non-audit services may compromise the external auditors' independence.

To assess the effectiveness of the auditors, the committee reviews their fulfilment of the agreed audit plan and variations from it, and the auditors' report on issues arising during the course of the audit.

Financial reporting and review of financial statements

The committee is able to ensure it has a full understanding of business performance through its receipt of regular financial and operational reporting, its review of the budget and long-term plan and its discussion of key accounting policies and judgements. It has specifically addressed the:

existing control environment over internal controls in financial reporting;
Group's net asset valuation, as disclosed in the annual report;
ongoing validity of key judgements in the financial statements;
response to the FRC's report on the Group's 2023 accounts;
potential for assurance requirements in sustainability reporting;
accounting for acquisitions made during the year and their related fair values.

After reviewing presentations and reports from management and discussing with the auditors, the audit committee is satisfied that the financial statements properly present the critical judgements and key estimates for both the amounts reported and relevant disclosures. The committee is also satisfied that the significant assumptions used for determining the value of assets and liabilities have been appropriately scrutinised, challenged and are sufficiently robust.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Directors' remuneration report

Remuneration committee

The remuneration committee, which is formally constituted with written terms of reference (available on the Company's website at www.mpevans.co.uk), keeps under review the remuneration and terms of employment of the executive directors and the most senior management, and recommends such remuneration and terms to the board. The committee seeks support from external consultants, as necessary, to support its decision-making and recommendations. Throughout 2025, Michael Sherwin and Tanya Ashton served as members of the committee. It was chaired by Bruce Tozer until his retirement from the board in June 2025, at which point Kate Coppinger, upon joining as an independent non-executive director, became the new chair of the committee.

Remuneration policy

The committee recognises that the Group's success depends, significantly, on the performance of the board and senior management, and understands the importance of ensuring that employees are properly incentivised. Its philosophy is to offer a transparent and simple remuneration package to the executive directors. When determining the remuneration of directors and in-scope senior management, the committee considers the pay and conditions across the Group, including the arrangements at the Group's operations in Indonesia.

In setting the structure for remuneration, the committee wishes to provide:

a design which is easily understood by both executives and shareholders;
encouragement to executive directors and senior management to work collegialely, focusing their efforts on making decisions that are in the Group's best long-term interests;
alignment with the interests of shareholders and in the benefits that accrue from a higher future share price;
remuneration which is intended to be a fair reward for the contribution of executive directors and senior management to the business, having regard to the complexity of the Group's operations;
a package that is designed to attract, retain and motivate high-quality senior management; and
compensation which is understood to be broadly comparable with those offered by similar businesses, such as European plantations and AIM-listed companies.

Executive directors

Both of the UK executive directors have service contracts with the Company. These contracts continue until terminated by either party giving not less than one year's notice in writing. For several years, core remuneration for executive directors has included a salary and a bonus. Half of the bonus is payable in cash and half in share options. The executive directors also receive a set number of additional share options each year, which are subject to further conditions.

Executive bonuses may be awarded annually in arrears at the discretion of the committee. The committee takes account of the Group's performance during the period and other targeted objectives. Bonuses do not exceed a total of twelve months' salary. The bonuses for 2025 took into account, amongst other things, the Group's production and profitability. The key performance indicators disclosed on pages 24 and 25 were also reviewed. The committee also considered the work done during the year, by both of the executives, on strategy, investor relations, people development, and other internal projects.

In addition, as part of the long-term nature of the overall remuneration package, a further 18,000 share options were granted to the chief executive and a further 12,000 to the chief financial officer, subject to additional conditions described in more detail below.

The executive directors also receive pension contributions and other ancillary benefits including private medical insurance and life-assurance cover. Only basic salaries are pensionable. A director may elect to forgo pension contributions and receive additional salary at the same overall cost to the Company.

Senior management

The only non-board member of senior management deemed to be within the scope of the committee's review is the Group's Indonesian-based president director. Based on recommendations from executive management, the committee reviewed and approved his salary and bonus in relation to the year. Additionally, the president director was granted a fixed number of share options in the year, in accordance with the scheme rules described on page 59.

Non-executive directors

Non-executive directors serve the Company under letters of engagement. These agreements do not allow for any pre-determined compensation on termination of their appointment. Additionally, for the first four months of 2025, K Chandra Sekaran had a separate service contract with a subsidiary company with a notice period of less than one year.

Non-executive directors receive a fixed fee for their services, which may include a further amount for additional services such as that of the chairman, senior independent director, or committee chairs. Non-executive directors do not receive bonuses or share-option awards. K Chandra Sekaran has outstanding unexercised share options from his previous role as part of senior management.

The remuneration committee is not responsible for setting the remuneration of non-executive directors. This is a matter for the board, and remuneration is set taking into account the complexity of the Group's operations and the need to attract, retain and motivate high-quality non-executives bearing in mind the fees paid for similar roles elsewhere.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Share-option arrangements

The Group has a long-term incentive scheme, introduced in 2017, which governs the award of share options to directors and staff. Share options are granted with no cost to exercise, as they have the advantage of being substantially less dilutive than market-priced options, whilst continuing to provide a valuable incentive to the recipient.

Given the number of staff members who participate in the scheme, most awards are made on the same basis, that they vest after three years subject only to the continued employment of the awardee. This is the case for share options awarded as part of the executive directors' annual bonus and the awards made to the president director.

However, further conditions have been introduced to the long-term awards referred to above that are made to the chief executive and chief financial officer.

These are designed to further align their overall remuneration with the Group remuneration policy and the long-term interests of shareholders. These awards also have a three-year vesting period and a requirement for ongoing employment, but vesting is conditional upon agreed 'underpin' performance conditions for the Group and the executives' adherence to the Group's core strategic pillars. Furthermore, following exercise, there is a two-year holding period requirement.

The share options held by directors in relation to shares in the Company, during the year ended 31 December 2025, are shown in the following table (audited):

	Balance at 1 January 2025	Granted in the year	Exercised in the year	Balance at 31 December 2025	Date granted	Date from which normally exercisable	Expiry date
Long-term incentive scheme
M H Coulson	13,748	-	13,748	-	14 Dec 21	14 Dec 24	13 Dec 31
	19,880	-	19,880	-	13 Dec 22	13 Dec 25	12 Dec 32
	18,000	-	-	18,000	16 Jan 23	16 Jan 26	15 Jan 33
	22,256	-	-	22,256	12 Dec 23	12 Dec 26	11 Dec 33
	18,000	-	-	18,000	4 Jan 24	4 Jan 27	3 Jan 34
	19,376	-	-	19,376	18 Dec 24	18 Dec 27	17 Dec 34
	-	18,000	-	18,000	2 Jan 25	2 Jan 28	1 Jan 35
	-	15,119	-	15,119	15 Dec 25	15 Dec 28	14 Dec 35
	111,260	33,119	33,628	110,751
K Chandra Sekaran	3,000	-	3,000	-	23 Mar 22	7 Jan 25	6 Jul 25
	3,000	-	3,000	-	1 Jul 22	1 Jul 25	31 Dec 25
	3,000	-	-	3,000	6 Jan 23	6 Jan 26	5 Jul 26
	3,000	-	-	3,000	1 Jul 23	1 Jul 26	31 Dec 26
	12,000	-	6,000	6,000
L A Shaw	6,215	-	-	6,215	12 Dec 23	12 Dec 26	11 Dec 33
	12,000	-	-	12,000	4 Jan 24	4 Jan 27	3 Jan 34
	12,986	-	-	12,986	18 Dec 24	18 Dec 27	17 Dec 34
	-	12,000	-	12,000	2 Jan 25	2 Jan 28	1 Jan 35
	-	10,134	-	10,134	15 Dec 25	15 Dec 28	14 Dec 35
	31,201	22,134	-	53,335
Total	154,461	55,253	39,628	170,086

At 31 December 2025, the middle-market quotation for the Company's shares, as derived from the London Stock Exchange Daily Official List, was 1225p, as compared with the high and low quotations for the year of 1385p and 938p respectively.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Directors' remuneration report continued

Total directors' remuneration for the year ended 31 December 2025 (audited)

	Salary and fees £	Bonus paid £	Bonus deferred¹ £	Other benefits £	Salary in lieu of pension £	Pension costs² £	Gain on exercise of share options³ £	Total remuneration 2025 £	Total remuneration 2024 £
Executive directors
P E Hadsley-Chaplin	–	–	–	–	–	–	–	–	119,830
M H Coulson	381,000	190,500	190,500	41,705	32,804	10,000	380,292	1,226,801	899,022
L A Shaw	255,400	127,700	127,700	16,366	21,312	10,000	–	558,478	539,045
	636,400	318,200	318,200	58,071	54,116	20,000	380,292	1,785,279	1,557,897
Non-executive directors
P E Hadsley-Chaplin	103,500	–	–	3,472	–	–	–	106,972	51,510
B C Tozer	23,226	–	–	–	–	–	–	23,226	48,615
K Chandra Sekaran⁴	141,837	–	–	–	–	–	65,100	206,937	653,014
M Sherwin	45,535	–	–	–	–	–	–	45,535	41,580
T Ashton	43,035	–	–	–	–	–	–	43,035	41,580
Lee Y Z	43,035	–	–	–	–	–	–	43,035	41,580
K J Coppinger	24,752	–	–	–	–	–	–	24,752	–
	424,920	–	–	3,472	–	–	65,100	493,492	877,879
Total	1,061,320	318,200	318,200	61,543	54,116	20,000	445,392	2,278,771	2,435,776

In line with the Group remuneration policy for the UK executives, half of the bonus for the year to Mr M H Coulson and Mr L A Shaw (being in each case 12 months' salary) has been deferred into share options which vest after three years subject to continued employment by the Group.
The pension costs for Mr M H Coulson and Mr L A Shaw are the contributions made by the Company to a Company-sponsored self-invested personal pension or to the Company's defined contribution pension scheme.
The gain on share options for Mr M H Coulson includes amounts already reported in previous years as remuneration under "Bonus deferred". That for K Chandra Sekaran represents the gain on exercise of 6,000 shares under the 2017 long-term incentive scheme.
K Chandra Sekaran received a fee as a non-executive director in 2025. In addition, he received an advisory fee from the Group's Indonesian subsidiary, PT Evans Indonesia.

The annual ratio for total remuneration of the chief executive in relation to the median of the Group's UK payroll excluding this individual was 7.5 (2024 – 6.0). The equivalent ratio for the percentage increase in annual total remuneration was 3.5 (2024 – 1.3).

Approved by the board of directors and signed by its order.

Katya Merrick
Company secretary
24 March 2026

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Directors' report

The directors present the audited consolidated and parent-Company financial statements of M.P. Evans Group PLC for the year ended 31 December 2025.

Review of business and future developments

A review of the year and future prospects (including the principal risks and uncertainties facing the Company) is included in the chairman's statement (pages 2 to 5) and in the strategic report (pages 14 to 49) and is incorporated in this report by reference.

Results and dividend

Details of the results for the year are given in the consolidated income statement on page 72.

An interim dividend of 18.0p (2024 – 15.0p) per share in respect of 2025 was paid on 7 November 2025. The board recommends a final dividend of 42.0p (2024 – 37.5p) per share. This dividend will be paid on or after 18 June 2026 to those shareholders on the register at the close of business on 24 April 2026. This final dividend is not provided for in these financial statements.

Share capital

The Company has one class of share. Details of the issued share capital of the Company are as follows:

	Shares of 10p each
Issued (fully-paid and voting) at 1 January 2025	52,176,292
Issued in respect of options	80,000
Issued (fully-paid and voting) at 31 December 2025	52,256,292

The Company operated a share-buyback programme during the first three quarters of the year, but no shares were bought in 2025. In 2024, the Company bought back and cancelled 1,183,398 10p shares, representing 2.2% of the issued share capital, for a total cost of US$13.4 million.

Directors and directors' interests

The present membership of the board is detailed on pages 50 and 51. All of the directors, other than Kate Coppinger who joined the board on 13 June 2025, served throughout the year and up to the date of signing these financial statements. Kate Coppinger will offer herself for election at the forthcoming annual general meeting. In addition, Michael Sherwin, Tanya Ashton, Lee Yuan Zhang and Peter Hadsley-Chaplin will retire from the board in accordance with the articles of association and, being eligible, will offer themselves for re-election.

The directors serving at the end of the year, together with their interests (including those of their close associates) at the beginning, were as follows:

	Shares	Options
At 31 December 2025
P E Hadsley-Chaplin	2,147,801	-
M H Coulson	43,250	110,751
L A Shaw	-	53,335
K Chandra Sekaran	165,331	6,000
M Sherwin	4,750	-
T Ashton	-	-
Lee Y Z	-	-
K J Coppinger	-	-
At 1 January 2025 (or later date of appointment)
P E Hadsley-Chaplin	2,147,801	-
M H Coulson	25,400	111,260
L A Shaw	-	31,201
K Chandra Sekaran	159,331	12,000
M Sherwin	4,750	-
T Ashton	-	-
Lee Y Z	-	-
K J Coppinger	-	-

Further details of the directors' interests in share options are disclosed in the directors' remuneration report on pages 58 to 60.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Directors' report continued

None of the directors holds any beneficial interest in, or holds options to buy shares in, any subsidiary undertaking of the Company as at the date of this report.

Other than the advisory fee to K Chandra Sekaran referred to in the remuneration table on page 60, no director has had a material interest in any contract of significance in relation to the business of the Company, or any of its subsidiary undertakings, during the financial year, or had such an interest at the end of the financial year.

As permitted by the Company's articles of association, there was throughout the year to 31 December 2025, and is at the date of this report, a qualifying third-party indemnity provision, as defined in section 234 of the Companies Act 2006 in force for the benefit of the directors.

Significant interests

As far as the Company is aware, the significant interests (other than directors' holdings) in the Company as at the date of this report are:

	Nature	Shares	%
Kuala Lumpur Kepong Berhad	Direct	12,685,357	24.28
Nokia Bell Pensioenfonds ofp	Direct	4,965,037	9.50
Aberdeen Group plc	Indirect	1,640,292	3.14

Authority to make market purchases of shares

The directors propose to seek authority under resolution 12 set out in the notice of the annual general meeting for the Company to purchase its own shares on the AIM market of the London Stock Exchange until 30 June 2027 or, if earlier, the date of the Company's 2027 annual general meeting. The authority will give the directors flexibility to purchase the Company's shares as and when they consider it appropriate. The board will only exercise the power of purchase when satisfied that it is in the best interests of the Company and its members so to do, and all such purchases will be market purchases made through the AIM market of the London Stock Exchange. The directors would only consider making purchases if they believed that the earnings or net assets per share of the Company would be improved by such purchases. The normal policy is that the Company's own shares purchased by the Company under this authority are cancelled. However, the directors would consider holding the purchased shares as treasury shares as this would give the Company the flexibility of being able to sell such shares quickly and effectively where it considers it in the interests of shareholders so to do. Whilst any such shares are held in treasury, no dividends will be payable on them, and they will not carry any voting rights.

Resolution 12 will accordingly be proposed, to authorise the purchase of up to a maximum of 5,225,629 shares, on the AIM market of the London Stock Exchange, representing 10% of the Company's current issued share capital. The maximum price which may be paid for a share on any exercise of the authority will be restricted to 5% above the average of the middle-market quotations for such shares as derived from the Daily Official List of the London Stock Exchange for the five business days before the purchase is made. The maximum number of shares and the price range are stated for the purpose of compliance with statutory requirements in seeking this authority and should not be taken as an indication of the level of purchases, or the prices thereof, that the Company would intend to make.

Outstanding options to subscribe

As at the date of this report, there were options to subscribe for 334,536 shares outstanding under the 2017 long-term incentive scheme. 6,310 shares have already been issued to the Company's Employee Benefit Trust in anticipation of the exercise of these options. The trustees of the Employee Benefit Trust have waived their voting rights in relation to the shares held in the trust. If all of the options were exercised, the resulting number of shares would represent 0.62% of the enlarged issued share capital at that date and 0.69% of the enlarged issued equity share capital at that date if the proposed authority to purchase shares under resolution 12 was exercised in full (excluding any share capital which may be purchased and held in treasury).

Payments to suppliers

It is the Group's normal practice to make payments to suppliers in line with agreed terms, provided that the supplier has performed in accordance with the relevant terms and conditions. The Group's average creditor days calculated as at 31 December 2025 amounted to 30 days (2024 – 29).

Financial instruments

Details of the Group's financial instruments, and the board's policy with regard to their use, are given in note 31 to the consolidated accounts on pages 101 and 102.

Subsidiary companies

Details of the Group's subsidiary companies, including their country of operation, are given on page 109.

Energy use

During the year, the Company used 65MWh (2024 – 62MWh) of energy, predominantly on electricity and gas, in its Tunbridge Wells head office, giving rise to 13 tonnes (2024 – 13 tonnes) of CO₂ equivalent emissions, calculated in accordance with the government's 2025 conversion factors, or 2 tonnes (2024 – 2 tonnes) per full-time equivalent employee. Head-office energy consumption increased slightly in 2025 following further take-up of electric vehicles by UK-based staff. More information on Group emissions, and on carbon-reduction plans, is included in the sustainability section of the strategic report on pages 40 to 42.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Statement of directors' responsibilities in respect of the financial statements

The directors are responsible for preparing the annual report and the 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 have prepared the Group financial statements in accordance with UK-adopted International Accounting Standards and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practices (United Kingdom Accounting Standards, comprising Financial Reporting Standard 101 'Reduced Disclosure Framework' ("FRS101") and applicable law). 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 the Company and of the profit or loss of the Group and Company for that period. In preparing these 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 UK-adopted International Accounting Standards and applicable United Kingdom accounting standards, including FRS101, have been followed, subject to any material departures disclosed and explained in the Group's and Company's financial statements respectively; and
prepare the financial statements on the going-concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group, and enable them to ensure that the financial statements and the directors' remuneration report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The directors consider that 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.

Going concern

The Group's operations are funded through a combination of cash resources, and long-term equity. The board has undertaken a recent review of the Group's financial position, including forecasts, risks and sensitivities. The review has considered the Group's plans for further development in Indonesia, along with the required funding for that development. Based on that review, the board has concluded that the Group is expected to be able to continue in operational existence for the foreseeable future, being at least the next 12 months from the date of approval of these financial statements. As a result, the board has concluded that the going-concern basis continues to be appropriate in preparing the financial statements.

Disclosure of information to auditors

In the case of each director in office at the date the report of the directors is approved:

so far as the director is aware, there is no relevant audit information of which the Group and parent-Company's auditors are unaware; and
they have each taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Group and parent-Company's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418(2) of the Companies Act 2006.

Independent auditors

The auditors, BDO LLP, have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the forthcoming annual general meeting.

Approved by the board of directors and signed by its order.

Katya Merrick

Company secretary

24 March 2026

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Independent auditor's report to the members of M.P. Evans Group PLC

Report on the audit of the financial statements

In our opinion:

the financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit and the Group's cash flows for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
the parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of M.P. Evans Group PLC (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the following:

Group	Parent Company
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet	Parent-company balance sheet
Consolidated statement of changes in equity	Parent-company statement of changes in equity
Consolidated cash-flow statement
Notes to 1 to 33 to the consolidated accounts	Notes i to ix to the Parent-company accounts
Material accounting policy information

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK 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).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remain 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 FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group and the parent Company's ability to continue to adopt the going concern basis of accounting included:

A review of the directors' assessment of going concern and consideration of the key assumptions used in the forecasts, including:
Comparing the CPO price used to historical data and market forecast; and
Considering forecast production with reference to historical production and the age of planted areas in each estate.
Consideration of the directors' sensitivity analysis together with performing further sensitivities on the revenue and gross profit margin assumptions;
An assessment of the appropriateness and accuracy of cash-flow forecasts by comparing prior year forecasts to current year results; and
A review of whether the disclosures are appropriate for the circumstances of the entity and provide sufficient information about the Group and its subsidiaries and the directors' consideration of their ability to continue as a going concern.

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 and the 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group and the parent Company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Overview

		2025	2024
Key audit matters	Revenue recognition (inappropriate journal postings to revenue)	✓	✓
	Fair value of assets acquired	✓
	The fair value of assets acquired has been included as a KAM as a result of the business combination in the year.
Materiality	Group financial statements as a whole
	US$6.96m (2024: US$5.66m) based on 5% (2024: 5%) of profit before tax.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and the Group's system of internal control. We identified and assessed the risks of material misstatement of the Group financial statements including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to the Group financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the Group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.

Components in scope

We determined components at the legal entity level having considered the financial reporting process, the group's activities and business lines and commonality of the control environment across the Group, this resulted in a total of 21 components being identified.

Where we identified the Group risk of material misstatement to be attributable to a component we scoped in that component to perform further audit procedures to address a Group risk of material misstatement. To determine the level that each component was scoped in for further audit procedures we considered the component's contribution to financial statement areas of the Group's financial information associated with Group risks of material misstatement.

For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate evidence. These further audit procedures included:

procedures on the entire financial information of the component, including performing substantive procedures and tests of operating effectiveness of controls;
procedures on one or more classes of transactions, account balances or disclosures; or
specific audit procedures.

Procedures performed at the component level

For the purpose of our Group audit, the Group consisted of 21 components in total. These were comprised of 21 legal entities.

Procedures were performed on the entire financial information of 5 components, procedures were performed on one or more classes of transactions, account balances or disclosures of 9 components and specified procedures were performed at 3 components.

Disaggregation

The financial information relating to the Group risks of material misstatement is highly disaggregated across the Group. We performed procedures at the component level in relation to these risks in order to obtain comfort over the residual population of group balances.

Working with other auditors

As Group auditor, we determined the components at which audit work was performed, together with the resources needed to perform this work. These resources included the use of component auditors, who formed part of the Group engagement team. As Group auditor we are solely responsible for expressing an opinion on the financial statements.

In working with these component auditors, we held discussions with component audit teams on the significant areas of the Group audit relevant to the components based on our assessment of the Group risks of material misstatement. We issued our Group audit instructions to component auditors on the nature and extent of their participation and role in the Group audit, and on the Group risks of material misstatement.

We directed, supervised and reviewed the component auditors' work. This included holding meetings and calls during various phases of the audit, reviewing component auditor documentation in person and remotely and evaluating the appropriateness of the audit procedures performed and the results thereof.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Independent auditor's report to the members of M.P. Evans Group PLC continued

How climate change affected the scope of our audit

The Group has determined that the most significant future impact from climate change on its operations will be from changing weather patterns resulting in changing yield profiles on the Group's oil-palm estates. Our work on the assessment of potential impacts of climate-related risks on the Group's operations and financial statements included:

Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;
Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this particular sector; and
Review of the minutes of Board and Audit Committee meetings and other papers related to climate change and performed a risk assessment as to how the impact of the Group's commitment as set out in the sustainability section of the report may affect the financial statements and our audit.

We challenged the extent to which climate-related risks and opportunities, including the expected cash flows from the initiatives and commitments have been reflected, where appropriate, in the directors' going concern assessment.

Based on our risk assessment procedures, we did not identify any key audit matters materially impacted by climate-related risks and related commitments.

The management disclosures on pages 40 to 42 form part of the strategic report. Our responsibilities in relation to these disclosures are described in the relevant section of this report and our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained from the audit or otherwise appear to be materially misstated.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

	Key audit matter	How the scope of our audit responded to the risk
Revenue recognition (inappropriate journal postings to revenue)	The Group generates revenue predominantly from the sale of crude palm oil ('CPO') and palm kernels ('PK') from processed fresh fruit bunches ('ffb').	Our testing included the procedures below:
• Obtained an understanding of the transaction process for CPO and PK revenue streams by observing transactions from initial tender to cash receipt and recognition of the transaction in the general ledger. This included understanding the design and implementation of controls over the processing of revenue.
Refer to the accounting policies of the Group on page 78 for further detail together with note 4a.	CPO and PK contracts require either full advance payment or an initial advance payment with the rest paid after all goods are delivered as per the contract.	• Identified the journal characteristics which, in our judgement, would be considered unusual or potentially indicative of fraud.
	On receipt of payment in advance from the customer, the revenue transaction is recorded in deferred income which is then released once goods are delivered.	• For all journals identified-under these characteristics, we tested their appropriateness by checking if the journals had appropriate supporting documentation, were correctly recorded, had valid business reasons, were reasonable for the operation of the business and were properly authorised.
	Journal postings to revenue are expected as part of the revenue recognition process and therefore the existence of adjustments to revenue accounts would not immediately be considered unusual and as a result could create an opportunity for management to manipulate revenue through these entries.	Key observations:
Based on our procedures performed, we did not identify any indicator to suggest that journals posted by management were not appropriate.
	For this reason, we considered revenue recognition (inappropriate journal postings to revenue) to be a key audit matter.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Fair value of assets acquired	Key audit matter	How the scope of our audit responded to the risk
Refer to the accounting policies of the Group on page 78 for further detail together with note 12.	During the year, the Group acquired 100% of the share capital of two subsidiaries, PT Sumber Bumi Serasi (SBS) and PT Setara Kilau Mas Adicita (SKMA).
The acquisitions required management to determine the fair value of the identifiable assets and liabilities acquired, with significant judgement involved in valuing land and bearer plants.
Key areas of estimation included the valuation methodologies applied, market-based assumptions, and management's allocation of the valuation uplift across the asset classes.
Based on the above and the judgement involved, we considered valuation of the acquisition to be a key audit matter.	Our testing included the procedures below:
• Reviewed the purchase agreements to assess that the acquisitions met the definition of a business combination under IFRS 3.
• Challenged the key assumptions and methodology used by management in determining the fair values of land and bearer plants.
• Benchmarked plantation performance metrics against market data from recent comparable transactions and challenged the appropriateness of the valuation inputs used by management.
• Challenged management's assessment that there were no identifiable intangible assets as part of the acquisition by understanding the business through inquiries with management, reviewing financial information and obtaining an understanding of material business operations.
• Evaluated management's basis for allocating the combined valuation uplift between land and bearer plants.
• Agreed the fair value of the purchase consideration to supporting evidence.
• Reviewed the related disclosures for completeness and compliance with IFRS 3.

Key observations:
Based on our procedures performed, we did not identify any indicators to suggest that the acquisition valuation is not reasonable. |

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

	Group financial statements		Parent Company financial statements
	2025	2024	2025	2024
Materiality	US$6.96m	US$5.66m	US$3.4m	US$2.2m
Basis for determining materiality	5% of profit before tax	5% of profit before tax	2% of total assets	2% of total assets
Rationale for the benchmark applied	We consider profit to be a key performance measure to a user for the purpose of evaluating financial performance.		Calculated as 2% of total assets restricted to 95% of Group materiality (if lower) for Group reporting purposes given the assessment of aggregation risk.
Performance materiality	US$4.35m	US$3.96m	US$2.56m	US$1.6m
Basis for determining performance materiality	62.5% of materiality	70% of materiality	75% of materiality	70% of materiality
Rationale for the percentage applied for performance materiality	We determined performance materiality based on our experience and knowledge of the Group and parent Company, Group structure, planned testing approach and history of errors.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Independent auditor's report to the members of M.P. Evans Group PLC continued

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the parent Company whose materiality and performance materiality are set out above, based on a percentage of between 14% and 95% (2024: 12% and 76%) of Group performance materiality dependent on a number of factors including

Expectations about the nature, frequency, and magnitude of misstatements in the component financial information;
Extent of disaggregation of the financial information across components.
Relative size of components; and
Significant changes affecting the component since prior year and our assessment of the risk of material misstatement of those components.

Component performance materiality ranged from US$0.60m to US$4.13m (2024: US$0.48m to US$3.01m).

Reporting threshold

We agreed with the audit committee that we would report to them all individual audit differences in excess of US$348,000 (2024: US$283,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the 'Annual Report and Accounts' other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

| Strategic report and directors' report | In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. |
| --- | --- |
| Matters on which we are required to report by exception | We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• 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; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit. |

Responsibilities of directors

As explained more fully in the 'statement of directors' responsibilities in respect of the financial statements', in the report of directors, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

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.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the parent Company and management.

Extent to which the audit was 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:

Non-compliance with laws and regulations

Based on:

Our understanding of the Group and the industry in which it operates;
Discussion with management and those charged with governance, component auditors and the audit committee; and
Obtaining an understanding of the Group's policies and procedures regarding compliance with laws and regulations;

We considered the significant laws and regulations to be the applicable accounting framework UK tax legislation, UK company law, AIM Listing Rules, Indonesian tax law, the Indonesian Sustainable Palm Oil (ISPO) regulations and Indonesian land laws.

The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation, anti-bribery legislation and local Indonesian labour laws.

Our procedures in respect of the above included:

Enquiries of management whether there were any litigations and claims;
Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation; and
Involvement of tax specialists in the audit.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the Group's policies and procedures relating to:
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud;
Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition (see Key audit matters) and management override of controls.

Our procedures in respect of the above included:

The revenue recognition procedures described key audit matters;
Testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation;
Testing a sample of entries that did not meet the defined risk criteria of confirm appropriateness of risk assessment criteria; and
Assessing significant estimates made by management for bias.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including component auditors who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. For component auditors, we also reviewed the result of their work performed in this regard.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Independent auditor's report to the members of M.P. Evans Group PLC continued

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent 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 parent Company and the parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jill MacRae (Senior statutory auditor)

For and on behalf of BDO LLP, statutory auditor

London UK

24 March 2026

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

M.P. EVANS GROUP PLC

Annual report and accounts 2025

M.P. EVANS GROUP INC.
Annual Report 2nd of August 2005

Financial statements

Consolidated income statement

For the year ended 31 December 2025

	Note	2025 US$'000	2024 US$'000
Continuing operations
Revenue	4	370,995	352,839
Cost of sales		(228,774)	(236,249)
Gross profit		142,221	116,590
(Loss)/gain on biological assets		(139)	1,847
Foreign-exchange gain/(loss)		1,217	(23)
Other administrative expenses		(6,446)	(5,930)
Other income		1,978	3,211
Operating profit		138,831	115,695
Finance income	6	2,004	1,236
Finance cost	7	(1,128)	(3,441)
Profit before tax	8	139,707	113,490
Tax on profit on ordinary activities	9	(29,688)	(25,213)
Profit after tax		110,019	88,277
Share of associated companies' profit after tax	15	2,969	2,355
Profit for the year		112,988	90,632
Attributed to:
Owners of M.P. Evans Group PLC		111,165	87,851
Non-controlling interests	28	1,823	2,781
		112,988	90,632
		US Cents	US Cents
Continuing operations
Basic earnings per 10p share	11	212.9	165.9
Diluted earnings per 10p share	11	211.8	165.1
		Pence	Pence
Basic earnings per 10p share
Continuing operations		161.3	129.6

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Consolidated statement of comprehensive income

For the year ended 31 December 2025

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Profit for the year | 112,988 | 90,632 |
| Other comprehensive income (net of tax) | | |
| Items that may be reclassified to the income statement | | |
| Exchange gain on translation of foreign operations | 551 | 155 |
| Exchange gain on translation of associates | 1,247 | 339 |
| Items that will not be reclassified to the income statement | | |
| Remeasurement of retirement-benefit obligations | 690 | 684 |
| Other comprehensive income for the year | 2,488 | 1,178 |
| Total comprehensive income | 115,476 | 91,810 |
| Attributable to: | | |
| Owners of M.P. Evans Group PLC | 113,634 | 89,020 |
| Non-controlling interests | 1,842 | 2,790 |
| | 115,476 | 91,810 |

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Consolidated balance sheet

As at 31 December 2025

Company number: 1555042

	Note	2025 US$'000	Restated* 2024 US$'000	Restated* 1 January 2024 US$'000
Non-current assets
Goodwill	13	1,158	1,158	1,158
Other intangible assets	13	694	852	1,012
Property, plant and equipment	14	511,632	480,983	486,915
Investments in associates	15	12,967	10,524	10,003
Investments	16	67	61	59
Deferred-tax asset	23	2,577	1,808	1,138
Trade and other receivables		-	-	8,875
		529,095	495,386	509,160
Current assets
Biological assets	17	5,628	5,635	3,788
Inventories	18	22,842	22,788	24,155
Trade and other receivables	19	20,189	20,847	23,853
Current-tax asset		2,705	7,777	8,673
Current-asset investments	20	-	214	270
Cash and cash equivalents	20	87,481	79,223	39,324
		138,845	136,484	100,063
Total assets		667,940	631,870	609,223
Current liabilities
Borrowings	22	-	12,953	21,009
Trade and other payables	21	24,931	33,122	27,547
Current-tax liability		13,367	13,029	6,279
		38,298	59,104	54,835
Net current assets		100,547	77,380	45,228
Non-current liabilities
Borrowings	22	-	20,074	33,413
Deferred-tax liability	23	7,979	8,204	5,595
Retirement-benefit obligations	24	14,005	13,141	12,429
		21,984	41,419	51,437
Total liabilities		60,282	100,523	106,272
Net assets		607,658	531,347	502,951

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Consolidated balance sheet continued

As at 31 December 2025

Company number: 1555042

| | Note | 2025
US$'000 | Restated
2024
US$'000 | Restated
1 January 2024
US$'000 |
| --- | --- | --- | --- | --- |
| Equity | | | | |
| Share capital | 25 | 8,933 | 8,922 | 9,062 |
| Other reserves | 27 | 55,391 | 53,887 | 53,263 |
| Retained earnings | 27 | 535,170 | 460,816 | 420,626 |
| Equity attributable to the owners of M.P. Evans Group PLC | | 599,494 | 523,625 | 482,951 |
| Non-controlling interest | 28 | 8,164 | 7,722 | 20,000 |
| Total equity | | 607,658 | 531,347 | 502,951 |

*See note 33 for details regarding the restatement of goodwill, deferred tax liabilities and retained earnings.

The financial statements on pages 72 to 102 were approved by the board of directors on 24 March 2026 and signed on its behalf by

Matthew Coulson
Chief executive

Luke Shaw
Chief financial officer

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Consolidated statement of changes in equity

For the year ended 31 December 2025

	Note	Share capital US$'000	Other reserves US$'000	Retained earnings US$'000	Total US$'000	Non-controlling interests US$'000	Total equity US$'000
At 1 January 2025		8,922	53,887	460,816	523,625	7,722	531,347
Profit for the year		–	2,969	108,196	111,165	1,823	112,988
Other comprehensive income for the year		–	1,149	1,320	2,469	19	2,488
Total comprehensive income for the year		–	4,118	109,516	113,634	1,842	115,476
Issue of share capital	25	11	(11)	–	–	–	–
Dividends paid	10	–	–	(38,721)	(38,721)	(1,400)	(40,121)
Dividends from associates	15	–	(2,760)	2,760	–	–	–
Credit to equity for equity-settled share-based payments	26	–	157	799	956	–	956
Transactions with owners		11	(2,614)	(35,162)	(37,765)	(1,400)	(39,165)
At 31 December 2025		8,933	55,391	535,170	599,494	8,164	607,658
	Note	Share capital US$'000	Other reserves US$'000	Retained earnings US$'000	Total US$'000	Non-controlling interests US$'000	Total equity US$'000
---	---	---	---	---	---	---	---
At 1 January 2024 as originally presented		9,062	53,263	422,748	485,073	20,000	505,073
Prior period restatement*	33	–	–	(2,122)	(2,122)	–	(2,122)
Restated at 1 January 2024		9,062	53,263	420,626	482,951	20,000	502,951
Profit for the year		–	2,355	85,496	87,851	2,781	90,632
Other comprehensive income for the year		–	236	933	1,169	9	1,178
Total comprehensive income for the year		–	2,591	86,429	89,020	2,790	91,810
Issue of share capital	25	9	98	–	107	–	107
Dividends paid	10	–	–	(32,339)	(32,339)	(4,450)	(36,789)
Dividends from associates	15	–	(2,425)	2,425	–	–	–
Share buyback		(149)	149	(13,367)	(13,367)	–	(13,367)
Credit to equity for equity-settled share-based payments	26	–	211	465	676	–	676
Acquisition of non-controlling interest	12	–	–	(3,423)	(3,423)	(10,618)	(14,041)
Transactions with owners		(140)	(1,967)	(46,239)	(48,346)	(15,068)	(63,414)
At 31 December 2024 as originally presented		8,922	53,887	462,938	525,747	7,722	533,469
Prior period restatement*	33	–	–	(2,122)	(2,122)	–	(2,122)
Restated at 31 December 2024		8,922	53,887	460,816	523,625	7,722	531,347

*See note 33 for details regarding the restatement of retained earnings.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Consolidated cash-flow statement

For the year ended 31 December 2025

| | Note | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- | --- |
| Net cash generated by operating activities | 29 | 137,110 | 135,800 |
| Investing activities | | | |
| Acquisition of subsidiaries, net of cash acquired | 12 | (20,484) | – |
| Purchase of property, plant and equipment | 14 | (24,627) | (21,630) |
| Purchase of intangible assets | 13 | (25) | (24) |
| Interest received | 6 | 2,004 | 1,050 |
| Repayment of loans made to smallholder co-operatives | | 413 | 2,291 |
| New loans to smallholder co-operatives | | (460) | (1,608) |
| Bank deposits treated as current asset investments | | 207 | 44 |
| Proceeds on disposal of property, plant and equipment | | 377 | 548 |
| Net cash used by investing activities | | (42,595) | (19,329) |
| Financing activities | | | |
| Acquisition of non-controlling interest | 12 | – | (6,000) |
| New borrowings | | – | 637 |
| Repayment of borrowings | | (32,541) | (21,145) |
| Repayment of loans assumed on acquisition | 12 | (12,552) | – |
| Dividends paid to Company shareholders | | (38,721) | (32,339) |
| Dividends paid to non-controlling interest | | (1,400) | (3,145) |
| Issue of Company shares | | – | 107 |
| Buyback of Company shares | | – | (13,367) |
| Net cash used by financing activities | | (85,214) | (75,252) |
| Net increase in cash and cash equivalents | | 9,301 | 41,219 |
| Net cash and cash equivalents at 1 January | | 79,223 | 39,324 |
| Effect of foreign-exchange rates on cash and cash equivalents | | (1,043) | (1,320) |
| Cash and cash equivalents at 31 December | 20 | 87,481 | 79,223 |

M.P. EVANS GROUP PLC

Annual report and accounts 2025

78
Financial statements continued

Notes to the consolidated accounts

For the year ended 31 December 2025

1. General information

M.P. Evans Group PLC is a public limited company incorporated in the United Kingdom under the Companies Act 2006 and listed on the London Stock Exchange's Alternative Investment Market ("AIM"), Company number 1555042. The Company is registered in England and Wales, and the address of its registered office is given on page 115. The nature of the Group's operations and its principal activities are set out in note 4.

The functional currency of M.P. Evans Group PLC, determined under IAS 21, is the US Dollar. Likewise, the functional currency of subsidiaries operating in the palm-oil sector is the US Dollar, reflecting the primary economic environment in which the Group operates. The presentational currency for the Group accounts is also the US Dollar.

As permitted by section 408 of the Companies Act 2006, the Company has elected not to present its own income statement for the year. M.P. Evans Group PLC reported a profit for the year of US$98,330,000 (2024 – US$45,961,000). The Company's separate financial statements are set out on pages 103 to 109.

By virtue of Section 479A of the Companies Act 2006, the Company's subsidiary Bertam Consolidated Rubber Company Limited is exempt from the requirement to have an audit and prepare individual accounts. Details of all subsidiary companies are shown on page 109.

2. Adoption of new and revised accounting standards

a) New and amended standards adopted by the Group

There have been a number of new and amended standards issued by the International Accounting Standards Board ("IASB") that became effective for the first time during the year ended 31 December 2025. The Group has assessed each of them and concluded that the following standards and amendments have not had a material impact on the Group's results or financial position.

IAS 21 Lack of exchangeability

b) New standards, amendments and interpretations issued but not effective for the year beginning 1 January 2025 and not adopted early

At the date of authorisation of these financial statements, a number of new and revised IFRSs have been issued by the IASB but are not yet effective, as listed below. The directors continue to perform a review of each of the new and revised standards and, based on the Group's current operations and accounting policies, are assessing the impact of any material change in the Group's financial reporting.

IFRS 9 Amendments to the classification and measurement of financial instruments

IFRS 9 and 7 Contracts referencing nature-dependent electricity

IFRS 18 Presentation and disclosure in financial statements

IFRS 19 Subsidiaries without public accountability

3. Accounting policies

a) Accounting convention and basis of presentation

The consolidated financial statements of M.P. Evans Group PLC have been prepared in accordance with UK-adopted International Accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under International Financial Reporting Standards (IFRS). They have been prepared under the historical cost convention, except for items that are required by IFRS to be measured at fair value, principally biological assets. The Group's financial statements therefore comply with the AIM rules.

b) Going concern

The financial statements have been prepared on a going-concern basis. The directors have conducted a review of projected cash flows from operations, investing and financing considering in detail the period up to the end of 2027, including risks and sensitivities, concluding that the Group has sufficient projected funds to carry on its business and its planned investment programme in the medium term. Furthermore, the Group has control over its main cash expenditure, investment in its new estates and planting, and dividends, which it can manage according to the resources available. Further details are given in the report of the directors on page 63.

c) Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and all of its subsidiaries, and equity accounts for its associated undertakings. The Group treats as subsidiaries those entities in which it has power over the investee, has the rights or exposure to variable returns, and has the ability to affect those returns. All subsidiary and associated undertakings prepare their financial statements to 31 December.

Where necessary, the financial statements of subsidiary and associated companies are adjusted prior to consolidation or equity accounting to bring them into line with the Group's accounting policies. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. The results of subsidiaries or associated companies acquired or disposed of during the year are included in the consolidated income statement from or up to the effective point of gaining or losing either control or significant influence as appropriate.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

c) Basis of consolidation continued

Non-controlling interests in the net assets of subsidiaries are separately identified. They consist of non-controlling interests at the date of business combination, and the non-controlling interest's share of subsequent changes in equity.

On disposal of a subsidiary or associated company, the gain or loss on disposal is calculated as the difference between the fair value of the proceeds received and the Group's consolidated carrying value of the assets and liabilities of the subsidiary or associated undertaking, including goodwill where relevant. If required by IFRS 5, results (including comparative amounts) of the disposed of subsidiary or associated undertaking are included within discontinued operations.

d) Revenue

Revenue represents the consideration due for CPO, PK and ffb sold during the year, excluding sales taxes. Income is recognised at the point of delivery, which is deemed to be the point at which the performance obligation is satisfied. Payment terms are cash on delivery. However, in some circumstances credit is offered to selected customers, on up to 30-day terms.

e) Retirement benefits

In the UK, the Group operates a defined-contribution pension scheme. The pension charge represents the contributions payable by the Group under the rules of the scheme.

In Indonesia, as required by law, a lump sum is paid to employees on retirement or on leaving the Group's employment. This terminal benefit is unfunded, but the expense is accrued by the Group based on an annual actuarial review using the projected unit credit method and charged to the income statement on the basis of individuals' service at the balance-sheet date. Remeasurement by the actuary is included in equity through other comprehensive income or expense, whilst all other movements in the liability, other than benefits paid, are recognised in profit or loss.

f) Share-based payments

The Group issues equity-settled, share-based payments to certain employees. Such share-based payments are measured at fair value (excluding the effect of any non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled, share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value is measured by application of the Black-Scholes model, using management's best estimates assuming that: options are exercised in the middle of the exercise period for market-priced options and at the start of the exercise period for options issued under the long-term incentive scheme; dividend yield is the latest annual dividend divided by the share price on the date the options are granted; share-price volatility is assessed as the average standard deviation over one year using share prices since 1 January 1993. At each balance-sheet date the Group estimates the number of options it expects to vest. Any changes from the previous estimate are recognised in the income statement.

g) Business combinations and goodwill

On acquisition of shares in subsidiary companies or associated undertakings, the directors compare the fair value of the consideration given for the shares with the fair value of the identifiable net assets acquired and liabilities assumed. This includes an estimation of the fair value of property, plant and equipment, intangible fixed assets and biological assets. This comparison is used to establish the value of goodwill or the excess of fair value of the identifiable net assets and liabilities acquired over their cost.

Goodwill arising on acquisition is ascribed to an operating subsidiary and capitalised, with provision being made for any impairment. Goodwill is tested for impairment at least annually but provisions, once made, are not reversed.

h) Biological assets

For internal reporting and decision-making, the Group's policy is to recognise fresh fruit bunches ("ffb") at the point of harvest. For the purposes of statutory reporting, the Group's policy is to include an estimate of the fair value of ffb prior to harvest as a biological asset in the Group's financial statements (see note 17). The impact of initial valuations and subsequent changes in value are included in the Group's income statement. The valuation falls into the IFRS category 'Level 3', since sales of ffb prior to harvest are never transacted.

Deferred tax is recognised at the relevant local rate on the difference between the estimated cost of biological assets and their carrying value determined under IAS 41.

i) Intangible assets

Intangible assets (other than goodwill) are stated at historical cost less amortisation. Software is written off over its estimated useful life on a straight-line basis at 10% per annum. Estimated useful lives are reviewed at each balance-sheet date.

j) Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes all expenditure incurred in acquiring the asset, including directly-attributable borrowing costs.

Leasehold land in Indonesia is held on 25- or 35-year leases. The Indonesian system for agricultural purposes (known as an HGU) gives the lessee utilisation rights of up to 35 years, followed by extensions of similar lengths. Management has concluded that acquiring an HGU represents, in substance, the purchase of land and therefore the cost has been capitalised in PPE. Initial costs are not depreciated as the leases can be renewed without significant cost and the expectation is that valid renewal requests will always be granted.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

80
Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

3. Accounting policies continued

j) Property, plant and equipment continued

Buildings, plant, equipment and vehicles, are written off over their estimated useful lives on a straight-line basis. Estimated useful lives are reviewed at each balance-sheet date. Where the board judges the residual value of an asset to exceed its carrying value, as in the case of the UK office, no provision is made for depreciation.

Construction in progress is measured at cost and is not depreciated. Depreciation commences once assets are complete and available for use.

	Rates of depreciation (per annum)
Land	0-3%
Buildings	3-20%
Planting	4-5%
Plant and equipment	5-50%
Vehicles	7-33%

k) Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability, except for leases of low-value assets and leases with a duration of 12 months or less. Lease liabilities are measured at the present value of lease payments over the term of the lease, and the right-of-use asset is measured at a corresponding amount. The asset is depreciated on a straight-line basis over the lease term, and the lease payments are allocated to the lease liability and the interest implicit in the lease.

l) Investments in associated companies

Undertakings over which the Group has the ability to exert significant influence, but not control, through shareholdings and board membership, are treated as associated undertakings. Investments in associated undertakings are held in the consolidated financial statements under the equity method of accounting. The consolidated income statement includes the Group's share of the profit or loss on ordinary activities after taxation based on audited financial information for the year ended 31 December 2025. In the consolidated balance sheet, the investments in the associated undertakings are shown as the Group share of net assets at the balance-sheet date less any profits deferred on sales made to associated companies.

m) Inventories

Inventories are valued at the lower of cost and net realisable value. In the case of palm oil, cost represents the weighted-average cost of production, including appropriate overheads. Other inventories are valued on the basis of first in, first out. Young seedlings are included within nurseries as part of inventory, and their cost is transferred to immature planting within property, plant and equipment when they are planted out in the field.

n) Taxation

The tax charge for the year comprises current and deferred tax. The Group's current-tax asset or liability is calculated using tax rates that have been enacted or substantively enacted by the balance-sheet date.

Deferred tax is accounted for using the balance-sheet-liability method, calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Liabilities are generally recognised for all taxable temporary differences; deferred-tax assets are recognised if it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is not provided for on initial recognition of goodwill.

The Group recognises deferred-tax liabilities arising from taxable temporary differences on investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred-tax assets is reviewed at each balance-sheet date.

Deferred-tax assets and liabilities are offset when there is a legally-enforceable right to set off current-tax assets against current-tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current-tax assets and liabilities on a net basis.

o) Financial instruments

Financial assets and financial liabilities are initially recognised on the Group's balance sheet at fair value when the Group becomes a party to the contractual provisions of the instrument and, other than the Group's investments in unlisted shares, are carried at amortised cost.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

o) Financial instruments continued

Financial assets at fair value through profit or loss – the Group's investments in unlisted shares (other than associated undertakings) are classified as fair value through profit or loss and stated at fair value, with gains and losses recognised directly in the income statement. Fair value is the directors' estimate of sales proceeds at the balance-sheet date.

Trade and other receivables – these represent both amounts due from customers in the normal course of business, recoverable VAT, and financing made available to related parties and smallholder co-operatives. Balances are initially stated at their fair value, and subsequently measured at amortised cost, using the effective-interest-rate method, as reduced by appropriate allowances for estimated expected credit losses, which are charged to the income statement.

Cash and cash equivalents – these include cash at hand, and bank deposits with original maturities of three months or less.

Bank borrowings – interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges are accounted for on an accruals basis in the income statement using the effective-interest-rate method.

Trade and other payables – these are initially measured at fair value, and are subsequently measured at amortised cost, using the effective-interest-rate method.

Deferred income – this represents cash payments made by customers in advance of delivery of the related product.

Equity instruments – equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

p) Foreign currencies

As set out in note 1, the functional currency of the parent Company and of subsidiaries operating in the palm-oil sector is the US Dollar. The functional currency of Group companies operating in the property-development sector is the local currency, the Malaysian Ringgit. Where relevant, results of all Group companies are translated for the purposes of consolidation into the Group's presentation currency, the US Dollar. The monetary assets and liabilities of the Group's foreign operations are translated at exchange rates on the balance-sheet date. Items in the income statement are translated at the average exchange rate for the period.

Exchange differences are recognised as a profit or loss in the period in which they arise, except for exchange differences on monetary items payable to foreign operations where settlement is neither planned nor likely to occur, in which case the difference is recognised initially in other comprehensive income. In addition, exchange differences arising from translating the results of Group companies that do not have the US Dollar as their functional currency are also recognised in other comprehensive income.

q) Segmental reporting

Operating segments are consistent with the internal reporting provided to the chief operating-decision maker. The chief operating decision maker, which is responsible for allocating resources and assessing performance of the operating segments, is the board of directors. The Group's reportable operating segments are included in note 4(b).

r) Critical accounting judgements and key sources of estimation uncertainty

The preparation of consolidated financial statements under IFRS requires the Group to make estimates and assumptions that affect how its policies are applied and hence the amounts reported in the financial statements. Estimates and judgements are periodically evaluated. They are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from estimates.

The critical judgements and key estimates which have the most significant impact on the carrying amount of assets and liabilities are identified below and discussed further in the relevant notes to the accounts.

Critical judgements:

Identification of intangible assets on business combinations (note 12);
Deferred tax on unremitted earnings (note 23); and
Depreciation of leasehold land (note 14).

Key estimates:

Carrying value of deferred-tax assets relating to losses (note 23);
Determination of retirement-benefit obligations (note 24);
Valuation of biological assets – growing produce (note 17); and
Fair values on business combinations (note 12).

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

4. Revenue and segment information

a) Revenue

| | Plantation
Indonesia
US$'000 | Other
US$'000 | Total
US$'000 |
| --- | --- | --- | --- |
| 2025 | | | |
| Sales of crude palm oil | 296,561 | – | 296,561 |
| Sales of palm kernels | 56,627 | – | 56,627 |
| Sales of fresh fruit bunches | 17,701 | – | 17,701 |
| Other | – | 106 | 106 |
| | 370,889 | 106 | 370,995 |
| 2024 | | | |
| Sales of crude palm oil | 297,807 | – | 297,807 |
| Sales of palm kernels | 40,912 | – | 40,912 |
| Sales of fresh fruit bunches | 14,120 | – | 14,120 |
| | 352,839 | – | 352,839 |

The Group sells some crop (fresh fruit bunches) to outside mills for processing, with a selling price based on the CPO market and an assumed rate of extraction. Crude palm oil and palm kernels are sold through volume-based contracts or as spot sales following a tender from a customer.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

b) Segment information

The Group's reportable segments are distinguished by location and activity: palm-oil plantations in Indonesia and property development in Malaysia. The 'other' segment relates in the main to the Group's UK head office.

| | Plantation
Indonesia
US$'000 | Property
Malaysia
US$'000 | Other
US$'000 | Total
US$'000 |
| --- | --- | --- | --- | --- |
| 2025 | | | | |
| Continuing operations | | | | |
| Revenue | 370,889 | – | 106 | 370,995* |
| Gross profit | 142,115 | – | 106 | 142,221 |
| Loss on biological assets | (139) | – | – | (139) |
| Foreign-exchange (loss)/gain | (1,008) | – | 2,225 | 1,217 |
| Other administrative expenses | (1,278) | – | (5,168) | (6,446) |
| Other income | 1,978 | – | – | 1,978 |
| Operating profit | | | | 138,831 |
| Finance income | 1,906 | – | 98 | 2,004 |
| Finance costs | (853) | – | (275) | (1,128) |
| Profit before tax | | | | 139,707 |
| Tax | (27,903) | – | (1,785) | (29,688) |
| Profit after tax | | | | 110,019 |
| Share of associated companies' profit after tax | 1,737 | 1,232 | – | 2,969 |
| Profit for the year | | | | 112,988 |
| Consolidated total assets | | | | |
| Non-current assets | 515,192 | – | 936 | 516,128 |
| Current assets | 73,701 | – | 65,144 | 138,845 |
| Investments in associates | 4,887 | 8,080 | – | 12,967 |
| | 593,780 | 8,080 | 66,080 | 667,940 |
| Consolidated total liabilities | | | | |
| Liabilities | 58,782 | – | 1,500 | 60,282 |
| Other information | | | | |
| Additions to property, plant and equipment | 24,623 | – | 4 | 24,627 |
| Additions to intangible assets | 25 | – | – | 25 |
| Depreciation | 27,053 | – | 21 | 27,074 |
| Amortisation | 183 | – | – | 183 |

US$165.3 million of revenue (44.6%) was from sales to two customers (35.3% and 9.3% respectively).

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

4. Revenue and segment information continued

b) Segment information continued

| | Plantation
Indonesia
US$'000 | Property
Malaysia
US$'000 | Other
US$'000 | Total
US$'000 |
| --- | --- | --- | --- | --- |
| 2024 | | | | |
| Continuing operations | | | | |
| Revenue | 352,839 | – | – | 352,839 |
| Gross profit | 116,590 | – | – | 116,590 |
| Gain on biological assets | 1,847 | – | – | 1,847 |
| Foreign-exchange gain/(loss) | 40 | – | (63) | (23) |
| Other administrative expenses | (716) | – | (5,214) | (5,930) |
| Other income | 3,201 | – | 10 | 3,211 |
| Operating profit | | | | 115,695 |
| Finance income | 965 | – | 271 | 1,236 |
| Finance costs | (1,310) | – | (2,131) | (3,441) |
| Profit before tax | | | | 113,490 |
| Tax | (24,142) | – | (1,071) | (25,213) |
| Profit after tax | | | | 88,277 |
| Share of associated companies' profit after tax | 1,396 | 959 | – | 2,355 |
| Profit for the year | | | | 90,632 |
| Consolidated total assets (restated) | | | | |
| Non-current assets | 483,916 | – | 946 | 484,862 |
| Current assets | 118,229 | – | 18,255 | 136,484 |
| Investments in associates | 5,316 | 5,208 | – | 10,524 |
| | 607,461 | 5,208 | 19,201 | 631,870 |
| Consolidated total liabilities (restated)* | | | | |
| Liabilities | 88,112 | – | 12,411 | 100,523 |
| Other information | | | | |
| Additions to property, plant and equipment | 21,611 | – | 19 | 21,630 |
| Additions to intangible assets | 24 | – | – | 24 |
| Depreciation | 26,472 | – | 19 | 26,491 |
| Amortisation | 184 | – | – | 184 |

US$177.6 million of revenue (50.3%) was from sales to two customers (39.7% and 10.6% respectively).
** See note 33 for details regarding the restatement of goodwill, deferred tax liabilities and retained earnings.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Employees

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Employee costs during the year | | |
| Wages and salaries | 51,918 | 48,677 |
| Social security costs | 3,859 | 3,575 |
| Current service cost of retirement benefit (see note 24) | 2,416 | 2,270 |
| Other pension costs | 356 | 312 |
| Share-based payment charge | 956 | 676 |
| | 59,505 | 55,510 |
| | Number | Number |
| Average monthly number of people employed (including executive directors) | | |
| Estate manual | 12,744 | 12,504 |
| Local management | 103 | 99 |
| United Kingdom head office | 6 | 7 |
| | 12,853 | 12,610 |

Included in the table above are costs relating to key management personnel, those persons having authority and responsibility for planning, directing and controlling the activities of the Group. Total directors' emoluments for the year were £2.3 million (2024 £2.4 million). Emoluments for the highest paid director were £1.2 million (2024 £0.9 million). The total gain on exercise of share options by the directors was £0.4 million (2024 £0.2 million). The total gain on exercise of share options by the highest paid director was £0.4 million (2024 0.1 million). The total number of directors for whom contributions were made to defined contribution pension arrangements was 2 (2024 - 2), in the current year the highest paid director received contributions to defined contribution pension arrangements of £0.0 million (2024 £0.0 million). In addition to amounts paid to directors, other key management personnel received a further £0.6 million (2024 £0.3 million) in short-term employee benefits during the year.

Finance income

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Interest receivable on bank deposits | 2,004 | 1,050 |
| Interest receivable on related-party loans | - | 186 |
| | 2,004 | 1,236 |

Finance costs

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Interest payable on bank loans and overdrafts | 1,128 | 3,441 |

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

8. Profit before tax

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Profit before tax is stated after charging: | | |
| Depreciation of property, plant and equipment | 27,074 | 26,491 |
| Amortisation of intangible assets | 183 | 184 |
| Auditors' remuneration* | 530 | 493 |
| Employee costs (note 5) | 59,505 | 55,510 |
| The analysis of auditors' remuneration is as follows: | | |
| Audit of UK parent Company | 42 | 38 |
| Audit of consolidated financial statements | 272 | 212 |
| Audit of overseas subsidiaries | 209 | 236 |
| Total audit services | 523 | 486 |
| Total non-audit services | 30 | - |

Includes, US$7,000 (2024 US$7,000) payable to other firms for the audit of subsidiary companies.

9. Tax on profit on ordinary activities

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| United Kingdom corporation tax charge for the year | 1,568 | 860 |
| Relief for overseas taxation | (1,568) | (860) |
| | - | - |
| Overseas taxation | 30,937 | 23,503 |
| Total current tax | 30,937 | 23,503 |
| Deferred taxation – origination and reversal of temporary differences (see note 23) | (1,249) | 1,710 |
| | 29,688 | 25,213 |

The standard rate of tax for the year, based on the weighted average of standard tax rates applied in the United Kingdom during 2025 was 25% (2024 – 25%). The standard rate of Indonesian tax was 22% (2024 – 22%). As the parent Company is based in the UK, when preparing the reconciliation of the effective tax rate, the Group uses the UK corporation tax rate, notwithstanding that the majority of the Group's business is based in Indonesia. The reconciliation includes a line to show the impact of the difference in tax rates, the majority of which reflects the difference between the Indonesian and UK standard rate of corporation tax. The actual tax charge is lower than the standard rate for the reasons set out in the reconciliation below.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

9. Tax on profit on ordinary activities continued

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Profit on ordinary activities before tax | 139,707 | 113,490 |
| Tax on profit on ordinary activities at the standard rate | 34,927 | 28,373 |
| Factors affecting the charge for the year | | |
| Profits taxed at lower standard tax rate | (3,805) | (3,292) |
| Expenses not deductible | 3,129 | 1,634 |
| Lower rate on fixed asset disposals | (111) | (25) |
| Withholding tax on overseas dividends and interest | 217 | 211 |
| Adjustment relating to intercompany loan relationships | 793 | 803 |
| Unrelieved losses | (4,163) | (684) |
| Other differences | (1,299) | (1,807) |
| Total tax charge | 29,688 | 25,213 |

In addition to the above, the Group recognised a tax charge of US$0.2 million (2024 US$0.2 million) on retirement-benefit obligation remeasurement gains (2024 gains), recorded in other comprehensive income.

10. Dividends paid and proposed

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| 2025 interim dividend – 18p per 10p share (2024 interim dividend 15p) | 12,309 | 10,448 |
| 2024 final dividend – 37.5p per 10p share (2023 final dividend 32.5p) | 26,412 | 21,891 |
| | 38,721 | 32,339 |

Following the year end, the board has proposed a final dividend for 2025 of 42p per 10p share, amounting to US$29.6 million. The dividend will be paid on or after 18 June 2026 to shareholders on the register at the close of business on 24 April 2026.

11. Basic and diluted earnings per share

The calculation of earnings per 10p share is based on:

| | 2025
US$'000 | 2025
Number of shares | 2024
US$'000 | 2024
Number of shares |
| --- | --- | --- | --- | --- |
| Profit for the year attributable to the owners of M.P. Evans Group PLC | 111,165 | | 87,851 | |
| Average number of shares in issue | | 52,217,936 | | 52,962,578 |
| Diluted average number of shares in issue* | | 52,484,210 | | 53,223,589 |

The difference between the number of shares in issue and the diluted number of shares relates to unexercised share options held by directors and key employees of the Group as at 31 December 2025.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

88
Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

12. Acquisitions

On 14 July 2025, the Group acquired 100% of two Indonesian plantation companies, PT Setara Kilau Mas Adicita ("SKMA") and PT Sumber Bumi Serasi ("SBS").

The total cost of the purchase was US$35.1 million, equating to US$12,600 per Group-owned planted hectare. On acquisition, SKMA and SBS had 2,750 hectares of planted oil palm, and all areas were fully titled, with long leaseholds already established. All the land is planted close to the Group's Bumi Mas estate and the crop from SKMA and SBS is processed at the Group's mill at Bumi Mas, improving mill utilisation. Gross consideration of US$22.5 million was paid on completion. Immediately following completion, the Group repaid loans in the acquired companies.

Since the acquisition date, SBS and SKMA contributed US$6.2 million to group revenues and US$3.1 million to group profit. If the acquisition had occurred on 1 January 2025, group revenue would have been US$375.6 million and group profit for the period would have been US$113.2 million.

The estimate of fair value allocation between land and plantings remain under review by management. The provisional fair value amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below:

	Fair value US$'000
Property, plant and equipment	34,077
Other non-current assets	1,157
Deferred tax asset	70
Biological asset	132
Inventories	565
Other current assets	325
Cash and cash equivalents	710
Current liabilities	(1,357)
Liabilities due to previous owners	(12,552)
Retirement-benefit obligations	(486)
Deferred tax liabilities	(133)
Net assets acquired	22,508
Gross consideration	22,508
Adjustment for cash and cash equivalents acquired	(710)
Cash retained in escrow	(1,314)
Net cash outflow relating to business combinations	20,484

Critical judgement

In accordance with IFRS 3, the directors considered whether there were any identifiable intangible assets as part of the acquisition of SBS and SKMA. The directors concluded there were no such assets and that fair-value adjustments should be considered in relation to the assets and liabilities acquired.

Key estimate

The directors have made an estimate of the fair value of the assets and liabilities acquired through business combinations, in particular plantation land and plantings and have used a market basis to determine these fair values. Accounting for the acquisition of SBS and SKMA has been undertaken using provisional amounts at 31 December 2025.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

12. Acquisitions continued

On 31 May 2024, the Group completed the purchase of the 5% minority holding in the majority (70% by Group-owned planted hectarage) of its Indonesian subsidiary trading companies.

The total cost of the purchase was US$14.0 million. The Group's minority partner has used the majority of the proceeds to repay an outstanding US$8.0 million loan from the Group and, as a result, the net cash outflow to the Group resulting from the transaction was US$6.0 million.

	2024	US$'000
Consideration paid to non-controlling interest		14,041
Carrying value of non-controlling interest		(10,618)
Difference recognised in retained earnings		3,423

13. Intangible assets

| | Goodwill
US$'000 | Software
US$'000 | Total
US$'000 |
| --- | --- | --- | --- |
| Cost | | | |
| At 1 January 2025 | 1,158 | 1,838 | 2,996 |
| Additions | - | 25 | 25 |
| At 31 December 2025 | 1,158 | 1,863 | 3,021 |
| Accumulated amortisation | | | |
| At 1 January 2025 | - | 986 | 986 |
| Charge for the year | - | 183 | 183 |
| At 31 December 2025 | - | 1,169 | 1,169 |
| Net book value at 31 December 2025 | 1,158 | 694 | 1,852 |
| Cost | | | |
| At 1 January 2024 as originally presented | 17,083 | 1,814 | 18,897 |
| Prior period restatement | (15,925) | - | (15,925) |
| Restated at 1 January 2024 | 1,158 | 1,814 | 2,972 |
| Additions | - | 24 | 24 |
| At 31 December 2024 | 1,158 | 1,838 | 2,996 |
| Accumulated amortisation | | | |
| At 1 January 2024 | - | 802 | 802 |
| Charge for the year | - | 184 | 184 |
| At 31 December 2024 | - | 986 | 986 |
| Net book value at 31 December 2024 as originally presented | 17,083 | 852 | 17,935 |
| Restated net book value at 31 December 2024 | 1,158 | 852 | 2,010 |

*See note 33 for details regarding the restatement of goodwill.

Goodwill is carried at cost. Of the balance above US$0.4 million relates to the Group's project at Bangka, US$0.6m relates to the Group's project at Kota Bangun, and US$0.2 million relates to the Group's project at the Pangkatan group.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

14. Property, plant and equipment

	Leasehold land US$’000	Planting US$’000	Buildings US$’000	Plant and equipment US$’000	Vehicles US$’000	Construction in progress US$’000	Total US$’000
Cost or valuation
At 1 January 2025	164,654	252,035	148,754	80,391	21,063	8,574	675,471
Additions	6,439	11,916	–	845	922	4,505	24,627
Acquisition (see note 12)	20,280	12,922	412	59	394	10	34,077
Re-classification	–	–	4,583	–	–	(4,583)	–
Disposals	–	(1,188)	(970)	(898)	(69)	–	(3,125)
At 31 December 2025	191,373	275,685	152,779	80,397	22,310	8,506	731,050
Accumulated depreciation
At 1 January 2025	270	83,182	59,045	39,644	12,347	–	194,488
Charge for the year	68	11,180	8,157	5,813	1,856	–	27,074
Disposals	–	(776)	(576)	(619)	(173)	–	(2,144)
At 31 December 2025	338	93,586	66,626	44,838	14,030	–	219,418
Net book value at 31 December 2025	191,035	182,099	86,153	35,559	8,280	8,506	511,632
Cost or valuation
At 1 January 2024	160,988	245,669	143,196	79,443	19,448	9,333	658,077
Additions	3,585	9,225	134	1,054	2,073	5,559	21,630
Re-classification	81	–	6,143	22	72	(6,318)	–
Disposals	–	(2,859)	(719)	(128)	(530)	–	(4,236)
At 31 December 2024	164,654	252,035	148,754	80,391	21,063	8,574	675,471
Accumulated depreciation
At 1 January 2024	218	74,701	51,377	33,923	10,943	–	171,162
Charge for the year	52	10,790	7,943	5,840	1,866	–	26,491
Disposals	–	(2,309)	(275)	(119)	(462)	–	(3,165)
At 31 December 2024	270	83,182	59,045	39,644	12,347	–	194,488
Net book value at 31 December 2024	164,384	168,853	89,709	40,747	8,716	8,574	480,983

Included in planting is immature planting with a cost of US$27,903,000 (2024 US$19,006,000).

Critical judgement

Included in leasehold land is land in Indonesia which is not being depreciated. Land is held on 25- or 30-year leases, and as those leases can be renewed without significant cost and the Group has previous experience of successful lease renewals, the directors have concluded that the land should not be depreciated. The carrying value of the land at the end of the year is US$189,926,000 (2024 US$162,978,000).

As at 31 December 2025, the Group had entered into contractual commitments for the acquisition of property, plant and equipment of US$1,269,000 (2024 US$485,000).

Depreciation and amortisation is charged to cost of sales, other than US$21,000 (2024 US$19,000) charged to other administrative expenses.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

15. Investments in associates

Details of the Group's subsidiary and associated undertakings are given on page 109. The Group's associated companies are both unlisted.

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Share of net assets | | |
| At 1 January | 21,031 | 20,610 |
| Exchange differences | 1,790 | 491 |
| Profit for the year | 2,969 | 2,355 |
| Dividends received | (2,760) | (2,425) |
| At 31 December | 23,030 | 21,031 |
| Unrealised profit – deferral on land sales to associate | (10,063) | (10,507) |
| | 12,967 | 10,524 |

A separate reserve is maintained for the share of profit or loss in the associates. As a result, dividends received are reclassified from the share of associates reserves to retained earnings.

The summarised results of the Group's associated undertakings and the Group's aggregate share of their summarised results are shown below:

	2025			2024
	Kerasaan
US$'000	Bertam
Properties
US$'000	Total
US$'000	Kerasaan
US$'000	Bertam
Properties
US$'000	Total
US$'000
Total
Revenue	9,115	21,808		8,183	19,558
Profit after tax	4,572	3,080		3,672	2,398
Non-current assets	8,533	51,627		9,317	44,552
Current assets	1,733	31,418		2,034	31,615
Current liabilities	(1,228)	(16,034)		(1,156)	(14,875)
Non-current liabilities	(847)	(17,216)		(877)	(17,567)
Net assets	8,191	49,795		9,318	43,725
Group share	(38%)	(40%)		(38%)	(40%)
Revenue	3,464	8,723	12,187	3,110	7,823	10,933
Profit after tax	1,737	1,232	2,969	1,396	959	2,355
Non-current assets	3,242	20,651	23,893	3,540	17,821	21,361
Current assets	659	12,567	13,226	773	12,646	13,419
Current liabilities	(467)	(6,414)	(6,881)	(439)	(5,950)	(6,389)
Non-current liabilities	(322)	(6,886)	(7,208)	(333)	(7,027)	(7,360)
Carrying value at 31 December	3,112	19,918	23,030	3,541	17,490	21,031

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

16. Investments

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Financial assets at fair value through profit or loss (unlisted) | | |
| At 1 January | 61 | 59 |
| Exchange differences | 6 | 2 |
| At 31 December | 67 | 61 |

17. Current biological assets

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| At 1 January | 5,635 | 3,788 |
| Acquisition | 132 | - |
| (Loss) or gain recognised in profit and loss | (139) | 1,847 |
| At 31 December | 5,628 | 5,635 |

Oil palms are harvested continuously, many times throughout the year, and, at any given time, each palm will be at a different point in its production cycle. It is not possible to undertake a full census of all palms, and so it is necessary to measure the volume of growing ffb indirectly. The gain or loss shown in the consolidated income statement represents the net movement in the fair value of ffb prior to harvest during the year. During the year, all the opening balance of ffb prior to harvest was harvested whilst all of the closing balance arose in the year due to gains in fair value less costs to sell.

Key estimate

The estimation in respect of ffb prior to harvest is based on the market price of ffb in each of the Group's locations on 31 December, less the cost of harvesting and transport to mill. The market price is applied to a weight of ffb. This weight derives from the assumption that value accrues exponentially to ffb from the increase in oil content in the four weeks prior to harvest: in terms of tonnage at any given month end, equivalent to 32% of the following month's crop.

The chosen valuation methodology determines the value presented for ffb prior to harvest. Changes to both tonnage and ffb growth rates lead to a range of valuations between US$5.1 million and US$8.5 million. The Group has never included ffb prior to harvest in its internal reporting and decision-making.

18. Inventories

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Processed produce for sale | 10,046 | 10,763 |
| Estate stores | 10,946 | 10,320 |
| Nurseries | 1,850 | 1,705 |
| | 22,842 | 22,788 |

M.P. EVANS GROUP PLC

Annual report and accounts 2025

19. Trade and other receivables

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Current assets | | |
| Trade receivables | 2,923 | 2,291 |
| Receivable from smallholder co-operatives | 6,823 | 8,623 |
| Other receivables | 8,099 | 7,781 |
| Prepayments and accrued income | 2,344 | 2,152 |
| | 20,189 | 20,847 |
| Trade and other receivables analysed by currency of receivable: | | |
| Indonesian Rupiah | 19,604 | 19,848 |
| US Dollar | - | 330 |
| Sterling | 584 | 667 |
| Malaysian Ringgit | 1 | 2 |
| | 20,189 | 20,847 |

The majority of palm-oil sales are made for cash payment in advance of delivery. At 31 December 2025 there was no provision for impairment of trade receivables (2024 US$nil). The directors consider that the carrying amount of trade and other receivables approximates their fair value.

The Group makes finance available to its associated smallholder co-operatives, both during the immature stage of initial plantings, and as working capital facilities for mature areas. It also provides financial guarantees for some bank loans of US$54.9 million (2024 US$61.8 million) provided to its associated smallholders. All balances due from smallholders, including those for immature areas, are repayable on demand. However, the Group may allow a longer period of finance at its discretion. At an early stage in the development of a new project, costs are incurred but not yet allocated to a specific smallholder, awaiting the completion of further development.

The Group's expected credit loss on its trade and other receivables and financial guarantees is not material. The Group applies the simplified approach in IFRS 9 in determining expected credit losses on trade receivables, taking account of their similar risk characteristics and the Group's experience. In assessing expected credit losses on non-trade receivables and financial guarantees under IFRS 9, the Group considers the long-standing relationship with its stakeholders, the ongoing trading of its associated smallholders, and its ability to continue to recover balances in a planned and controlled manner.

Given the above, receivables from smallholders have been classified as current assets and there are no balances not yet allocated to a specific smallholder co-operative which are expected to take greater than 12 months to recover (2024: - none). An analysis of the balance is as follows:

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Immature areas – allocated | 2,044 | 4,566 |
| Mature areas | 4,779 | 4,057 |
| Current asset | 6,823 | 8,623 |

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

20. Cash and other liquid resources

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Cash and cash equivalents | 87,481 | 79,223 |
| Current-asset investments | - | 214 |
| | 87,481 | 79,437 |

Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less and US$1.2 million which is held in escrow following the acquisition in the year and is not readily accessible. Current-asset investments are bank deposits acquired during the prior year, which have been pledged as security against bank loans. It is expected that the deposits will be returned within twelve months. The carrying value of these assets approximates their fair value.

21. Trade and other payables

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Current liabilities | | |
| Trade payables | 7,711 | 9,366 |
| Payable to smallholder co-operatives | 4,723 | 10,949 |
| Deferred income | 2,432 | 4,649 |
| Other payables | 10,065 | 8,158 |
| | 24,931 | 33,122 |

The average credit period taken for trade purchases is 29 days (2024 – 29 days). The Group has processes in place to ensure payables are settled within the agreed terms. The amounts above also reflect the Group's anticipated cash outflows for these financial liabilities. Deferred income relates to payments received in advance of delivery of the related products. All of the amounts in the opening balance were recognised in revenue during the year, whilst the closing balance arose entirely due to payments received during 2025.

22. Borrowings

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Secured borrowing at amortised cost | | |
| Bank loans | - | 33,027 |
| Total borrowings | | |
| Amount due for settlement within one year | - | 12,953 |
| Due for settlement in one to two years | - | 3,074 |
| Due for settlement in two to five years | - | 17,000 |
| Amount due for settlement after one year | - | 20,074 |
| | - | 33,027 |
| Analysis of borrowings by currency: | | |
| US Dollar | - | 11,034 |
| Indonesian Rupiah | - | 21,993 |
| | - | 33,027 |
| Analysis of anticipated cash outflows: | | |
| Within one year | - | 14,818 |
| Due within one to two years | - | 4,555 |
| Due within two to five years | - | 19,356 |
| | - | 38,729 |

M.P. EVANS GROUP PLC

Annual report and accounts 2025

22. Borrowings continued

Bank loans provided from lenders in Malaysia and Indonesia were fully repaid during the year. At the year end, the Group had undrawn available credit facilities of US$30 million (2024 US$30 million).

The weighted-average interest rate paid on bank loans in the year was 7.8% (2024 – 7.6%).

The analysis of anticipated cash outflows above is based on interest and exchange rates in force at the balance-sheet date.

23. Deferred tax

The following are the major deferred-tax liabilities and assets recognised by the Group and movements thereon:

	Accelerated tax Depreciation US$’000	Retirement-benefit obligations US$’000	Fair value adjustments on acquisition US$’000	Other timing differences US$’000	Total US$’000
At 1 January 2025	(10,901)	2,891	–	1,614	(6,396)
Credit to income statement	331	278	–	640	1,249
Charge to other comprehensive income	–	(195)	–	–	(195)
Arising on acquisition	(170)	107	–	–	(63)
Foreign-exchange differences	3	–	–	–	3
At 31 December 2025	(10,737)	3,081	–	2,254	(5,402)
At 1 January 2024 as originally presented	(10,955)	2,841	(13,803)	3,657	(18,260)
Prior period restatement*	–	–	13,803	–	13,803
Restated at 1 January 2024	(10,955)	2,841	–	3,657	(4,457)
Charge to income statement	54	279	–	(2,043)	(1,710)
Charge to other comprehensive income	–	(193)	–	–	(193)
Foreign-exchange differences	–	(36)	–	–	(36)
At 31 December 2024 as originally presented	(10,901)	2,891	(13,803)	1,614	(20,199)
Restated at 31 December 2024*	(10,901)	2,891	–	1,614	(6,396)

Other timing differences relate in the main to losses. Certain deferred-tax assets and liabilities have been offset. The following is the analysis of deferred-tax balances (after offset) for financial reporting purposes:

	2025 US$’000	2024 US$’000
Deferred-tax assets	2,577	1,808
Deferred-tax liabilities*	(7,979)	(8,204)
	(5,402)	(6,396)

*See note 33 for details regarding the restatement of deferred tax.

Critical judgement

At the balance-sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred-tax liabilities have not been recognised was US$642,503,000 (2024 US$660,023,000). No liability has been recognised in respect of these differences because either the Group is in a position to control the timing of the reversal of the temporary differences, or such a reversal would not give rise to an additional tax liability.

At the balance-sheet date, the aggregate amount of temporary differences associated with undistributed earnings of associates for which deferred-tax liabilities have not been recognised was US$24,151,000 (2024 US$21,867,000). No liability has been recognised in respect of these differences because the reversal would not give rise to an additional tax liability.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

23. Deferred tax continued

Key estimate

At the balance-sheet date, the Group had unused tax losses of US$28,504,000 (2024 US$36,662,000) available for offset against future profits. The directors have reviewed estimates of future profits and a deferred-tax asset has been recognised in respect of US$10,241,000 (2024 US$7,623,000) of such losses. No deferred-tax asset has been recognised in respect of the remaining US$18,262,000 (2024 US$29,039,000) due to the unpredictability of future profit streams. These losses have no expiry date. In the normal course of business, both in the UK and Indonesia, the Group has a number of matters under discussion with local tax authorities. The Group is satisfied, based on external tax advice, that appropriate tax treatments have been applied. The likely impact of any change in treatment would be to restrict the availability of the Group's unused tax losses.

The directors have considered the sensitivity of the deferred-tax asset recognised in respect of losses to changes in estimated future profits, particularly with regard to changes in the price of CPO. If CPO prices were to fall by 10% from those initially estimated, there would be no impact on the deferred-tax asset.

At the balance-sheet date, the aggregate amount of temporary differences associated with outstanding executive share options for which deferred-tax assets have not been recognised was US$3,151,000 (2024 US$1,903,000). No asset has been recognised in respect of these differences due to the unpredictability of parent-Company future profit streams.

24. Retirement-benefit obligations

The Group's only obligation relates to an unfunded, non-contributory, post-employment statutory benefit scheme in Indonesia. A lump sum is paid to employees on retirement or on leaving the Group's employment. This terminal benefit is accrued by the Group based on an annual actuarial review and charged in the income statement on the basis of individuals' service at the balance-sheet date. Retirement is assumed at the age of 55 years. Standard Indonesian mortality assumptions are used, and no allowance is made for internal promotion. A range of different discount rates are used for each of the Indonesian subsidiary companies, based on actuarial advice.

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| The main assumptions used to assess the Group's liabilities are: | | |
| Discount rate | 6.00-6.50 | 6.75-7.00 |
| Salary increase per annum | 6.75-7.00 | 7.00 |
| | 2025
US$'000 | 2024
US$'000 |
| Reconciliation of scheme liabilities: | | |
| Current-service cost | 2,416 | 2,270 |
| Past-service cost | 234 | 114 |
| Interest cost | 857 | 790 |
| Assumed on acquisition | 486 | - |
| Actuarial gain | (885) | (877) |
| | 3,108 | 2,297 |
| Less: Benefits paid out | (1,751) | (1,013) |
| Movement in the year | 1,357 | 1,284 |
| At 1 January | 13,141 | 12,429 |
| Exchange differences | (493) | (572) |
| At 31 December | 14,005 | 13,141 |

The weighted average duration of the scheme liabilities at 31 December 2025 was 9.5 years (2024 - 9.8 years).

M.P. EVANS GROUP PLC

Annual report and accounts 2025

24. Retirement-benefit obligations continued

Key estimate

The main assumptions used to assess the Group's liabilities are shown in the table above. Changing one of them by 1% in either direction would have the effect of increasing or decreasing the Group's liabilities by US$1.2-1.3 million.

25. Share capital

	Authorised number	Allotted, fully paid and voting number	Authorised £'000	Allotted, fully paid and voting US$'000
At 1 January 2025	87,000,000	52,176,292	8,700	8,922
Issued	–	80,000	–	11
Redeemed	–	–	–	–
At 31 December 2025	87,000,000	52,256,292	8,700	8,933
At 1 January 2024	87,000,000	53,289,690	8,700	9,062
Issued	–	70,000	–	9
Redeemed	–	(1,183,398)	–	(149)
At 31 December 2024	87,000,000	52,176,292	8,700	8,922

During the year, in anticipation of the exercise of share options, the Company issued 80,000 10p shares for US$11,000 cash consideration.

The Company did not purchase any shares under the share-buyback programme during the year. In 2024, under the programme, the Company bought back and cancelled 1,183,398 10p shares, representing 2.2% of the issued share capital, for a total cost of US$13.4 million.

26. Share-based payments

The Group has equity-settled share-option schemes in place for directors and selected employees of the Group. Under the scheme established in 2012, options are exercisable at a price equal to the quoted market price of the Company's shares on the date of grant. Under the Group's long-term incentive scheme established in 2017, options are exercisable at nil cost. For both schemes, the vesting period is three years and if the options remain unexercised after a period of ten years from the date of grant, the options lapse. Options may be forfeited if the employee leaves the Group before the options vest. Details of the share options outstanding during the year are as follows:

	2025 Number of share options	2024 Number of share options	2024 Weighted-average exercise price (pence)
At 1 January	261,011	233,248	35.4
Granted during the year	104,653	95,712	0.0
Exercised during the year	(74,528)	(67,949)	121.4
Forfeited during the year	(2,250)	–	–
At 31 December 2025	288,886	261,011	0.0
Exercisable at the end of the year	–	13,748	0.0

The weighted-average share price at the date of exercise for share options exercised during the year was 1,106p. The options outstanding at 31 December 2025 had a weighted-average remaining contractual life of 8.5 years and exercise price of 0p. The Group recognised total expenses of US$956,000 related to equity-settled share-based payments (2024 US$676,000), with options granted in the year valued using a Black-Scholes pricing model based on exercise after three years, share volatility over the last year of 48%, assumed dividends of 4.2-5.2%, and a risk-free rate of approximately 4%. The fair value of options granted in the year was between 859p and 1,111p.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

27. Reserves

	Share-premium account US$'000	Revaluation reserve US$'000	Capital-redemption reserve US$'000	Merger reserve US$'000	Treasury shares US$'000	Share-option reserve US$'000	Share of associates' reserves US$'000	Foreign-exchange reserve US$'000	Total US$'000	Retained earnings US$'000
At 1 January 2025	32,683	538	4,630	766	(10)	1,441	13,887	(48)	53,887	460,816
Profit for the financial year	–	–	–	–	–	–	2,969	–	2,969	108,196
Exchange differences	–	14	–	–	(1)	–	1,247	(111)	1,149	649
Retirement-benefit obligations	–	–	–	–	–	–	–	–	–	671
Issue of shares	–	–	–	–	(11)	–	–	–	(11)	–
Dividends paid	–	–	–	–	–	–	–	–	–	(38,721)
Dividends from associates	–	–	–	–	–	–	(2,760)	–	(2,760)	2,760
Share-based payments	–	–	–	–	–	157	–	–	157	799
At 31 December 2025	32,683	552	4,630	766	(22)	1,598	15,343	(159)	55,391	535,170
At 1 January 2024 as originally presented	32,579	535	4,481	766	(10)	1,235	13,618	59	53,263	422,748
Prior period restatement*	–	–	–	–	–	–	–	–	–	(2,122)
Restated at 1 January 2024	32,579	535	4,481	766	(10)	1,235	13,618	59	53,263	420,626
Profit for the financial year	–	–	–	–	–	–	2,355	–	2,355	85,496
Exchange differences	–	3	–	–	1	–	339	(107)	236	258
Retirement-benefit obligations	–	–	–	–	–	–	–	–	–	675
Issue of shares	104	–	–	–	(6)	–	–	–	98	–
Dividends paid	–	–	–	–	–	–	–	–	–	(32,339)
Dividends from associates	–	–	–	–	–	–	(2,425)	–	(2,425)	2,425
Share-based payments	–	–	–	–	5	206	–	–	211	465
Share buybacks	–	–	149	–	–	–	–	–	149	(13,367)
Acquisition of non-controlling interest	–	–	–	–	–	–	–	–	–	(3,423)
At 31 December 2024 as originally presented	32,683	538	4,630	766	(10)	1,441	13,887	(48)	53,887	462,938
Restated at 31 December 2024	32,683	538	4,630	766	(10)	1,441	13,887	(48)	53,887	460,816

*See note 33 for details regarding the restatement of retained earnings.

The nature and purpose of each reserve is described by its title shown in the table above.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

Non-controlling interests

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| At 1 January | 7,722 | 20,000 |
| Share of profit in the year | 1,823 | 2,781 |
| Dividends paid | (1,400) | (4,450) |
| Acquisition of non-controlling interest | – | (10,618) |
| Share of retirement benefit credited to other comprehensive income | 19 | 9 |
| At 31 December | 8,164 | 7,722 |

Following the acquisition of the 5% minority holding in the majority (70% by Group-owned planted hectarage) of its Indonesian subsidiary trading companies in 2024, the Group has one minority partner at one of its plantation operations. The minority share of profit for the year and Group equity, allocated by operation, is shown in the following table;

| | 2025
Profit
US$'000 | 2025
Equity
US$'000 | 2024
Profit
US$'000 | 2024
Equity
US$'000 |
| --- | --- | --- | --- | --- |
| Kota Bangun | – | – | 459 | – |
| Bangka | 1,823 | 8,164 | 1,758 | 7,722 |
| Pangkatan group | – | – | 98 | – |
| Bumi Mas | – | – | 209 | – |
| Musi Rawas | – | – | 239 | – |
| Simpang Kiri | – | – | 18 | – |
| | 1,823 | 8,164 | 2,781 | 7,722 |

M.P. EVANS GROUP PLC
Annual report and accounts 2025

100

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

29. Note to the consolidated cash-flow statement

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Operating profit | 138,831 | 115,695 |
| Biological loss /(gain) | 139 | (1,847) |
| Loss on disposal of property, plant and equipment | 604 | 523 |
| Release of deferred profit | (444) | (100) |
| Depreciation of property, plant and equipment | 27,074 | 26,491 |
| Amortisation of intangible assets | 183 | 184 |
| Retirement-benefit obligations | 1,756 | 2,161 |
| Share-based payments | 956 | 676 |
| Operating cash flows before movements in working capital | 169,099 | 143,783 |
| Decrease in inventories | 511 | 1,367 |
| Increase in receivables | (227) | (1,296) |
| Decrease in payables | (4,569) | (910) |
| (Increase)/decrease in trading balances with smallholder co-operatives | (3,349) | 9,694 |
| Cash generated by operating activities | 161,465 | 152,638 |
| Dividends from associated companies | 2,760 | 2,425 |
| Income tax paid | (25,987) | (15,822) |
| Interest paid | (1,128) | (3,441) |
| Net cash generated by operating activities | 137,110 | 135,800 |

30. Analysis of movements in net funds

| | Cash and cash equivalents
US$'000 | Current-asset investments
US$'000 | Borrowings due within one year
US$'000 | Borrowings due after one year
US$'000 | Total
US$'000 |
| --- | --- | --- | --- | --- | --- |
| At 1 January 2025 | 79,223 | 214 | (12,953) | (20,074) | 46,410 |
| Net increase in cash and cash equivalents | 9,301 | (207) | - | - | 9,094 |
| Repayment of borrowings | - | - | 32,541 | - | 32,541 |
| Reclassification | - | - | (19,779) | 19,779 | - |
| Foreign-exchange movements | (1,043) | (7) | 191 | 295 | (564) |
| At 31 December 2025 | 87,481 | - | - | - | 87,481 |
| At 1 January 2024 | 39,324 | 270 | (21,009) | (33,413) | (14,828) |
| Net increase in cash and cash equivalents | 41,219 | (44) | - | - | 41,175 |
| New borrowings | - | - | (637) | - | (637) |
| Repayment of borrowings | - | - | 21,145 | - | 21,145 |
| Reclassification | - | - | (12,467) | 12,467 | - |
| Foreign-exchange movements | (1,320) | (12) | 15 | 872 | (445) |
| At 31 December 2024 | 79,223 | 214 | (12,953) | (20,074) | 46,410 |

M.P. EVANS GROUP PLC

Annual report and accounts 2025

101

31. Financial instruments

Capital-risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising returns to shareholders. The capital structure of the Group consists of cash and cash equivalents and equity attributable to the owners of the parent Company, comprising issued capital, reserves and retained earnings. The Group is not subject to any externally-imposed capital requirements.

The Group's board continues to monitor the capital structure based on the funding requirements of the Group. At the balance-sheet date the Group had net funds, see note 30, of US$87,481,000 (2024 US$46,410,000) and equity attributable to the owners of the parent Company of US$599,494,000 (2024 restated US$523,625). The board intends to fund its continuing Indonesian expansion and maximise returns to shareholders by a combination of the Group's cash and other liquid resources, debt finance, and considering the sale of further non-core assets where appropriate.

Categories of financial instruments

All of the Group's financial assets (other than cash and other liquid resources) are classified as held at amortised cost, with the exception of its other investments shown in note 16, which are classified as financial assets at fair value through profit or loss. All of the Group's financial liabilities are measured at amortised cost. In the opinion of the directors, there was no significant difference between the carrying values and estimated fair values of the Group's primary financial assets and liabilities at either the current, or preceding, financial year end.

Financial-risk-management objectives

The majority of the Group's main risks arising from the Group's financial instruments are foreign-currency, interest-rate, credit and liquidity. The board reviews and agrees the policies for managing these risks. The policies and the impact of these risks on the Group's balance sheet at the end of the financial year are summarised below.

Foreign-currency risk

The majority of the Group's operations are undertaken in Indonesia. The Group does not have significant transactional currency exposures arising from sales or purchases by its operating units, but the Group's balance sheet can be significantly affected by movements in exchange rates. Whilst the Group's trading takes place in local currencies in South East Asia, relevant commodity prices are determined in US Dollars in a world market which reduces the Group's currency risk. The Group makes limited use of forward-currency contracts; there were no contracts open at 31 December 2025.

The currency profile of the Group's monetary assets, excluding trade and other receivables (the currency profile of which is given in note 19), are as follows:

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| US Dollar | 64,503 | 13,457 |
| Indonesian Rupiah | 20,710 | 61,696 |
| Sterling | 2,221 | 4,184 |
| Malaysian Ringgit | 47 | 100 |
| | 87,481 | 79,437 |

The currency profile of the Group's monetary liabilities, excluding trade and other payables, is shown in note 19.

The Group is exposed to changes in foreign-currency exchange rates. This is in relation to the impact of movements on its non-US Dollar monetary assets and in relation to the consolidation of its non-US Dollar-functional-currency subsidiary and associated undertakings. The most significant sensitivity arises in respect of movements in the Indonesian Rupiah. Management estimates that a 10% weakening of the US Dollar against the Indonesian Rupiah would result in a fall in profit for the year and net assets of US$4.0 million (2024 US$6.0 million).

Interest-rate risk

In order to optimise the income received on its cash deposits, the Group continuously reviews the terms of these deposits to take advantage of the best market rates. UK funds are passed to banks who have a credit rating of at least A minus.

Credit risk

The Group's credit risk on cash deposits is described above. Regarding trade receivables, the Group performs a credit evaluation before extending credit to customers. The Group does not have any significant concentrations of credit risk (defined by management as more than 10% of gross-monetary assets), other than in relation to bank deposits which management seeks to mitigate through the use of banks with high-credit ratings, and loans extended to the smallholder-co-operative schemes attached to the Group's new projects. The Group's maximum exposure to credit risk is represented by the carrying amount of financial assets in the financial statements and the US$54.9 million (2024: US$61.8 million) relating to financial guarantees as disclosed in note 19.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

102

Financial statements continued

Notes to the consolidated accounts continued

For the year ended 31 December 2025

31. Financial instruments continued

Liquidity risk

The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities, and through actively monitoring the Group's forecast and actual cash flows. All of the Group's monetary financial assets and liabilities have a maturity profile of less than ten years.

32. Related-party transactions

Remuneration of key management personnel

The remuneration of the directors is set out in the directors' remuneration report on page 60. The directors' participation in the executive share-option schemes and long-term incentive scheme is disclosed on page 59. The remuneration of other key management personnel is set out in note 5.

The Group received dividends from its associated companies during the year. These are set out in note 15.

During the year, the Group made sales of US$28.2 million (2024 US$30.1 million) to subsidiaries of Kuala Lumpur Kepong Berhad, a significant shareholder in the Group (see page 62), on normal commercial terms.

33. Prior year restatement

The Group has made a prior year adjustment to goodwill, deferred tax liabilities and opening reserves following a review of previous acquisition accounting. In previous years, when a fair value adjustment was made to land acquired as part of a business combination, a related deferred tax liability had been recognised. However, following the review performed, the directors have concluded that, based on the guidance in IAS 12, a deferred tax liability should only be recognised if 'settlement' was expected to result in the 'outflow of economic benefits'. In these acquisitions, no outflow is expected as the value of land is not consumed through use, the Group has no intention to sell the related land. Any tax on the sale of land would not arise on profits and therefore would be out the scope of IAS 12 and therefore does not impact deferred tax.

Based on this conclusion, the prior year carrying values of goodwill and deferred tax liabilities relating to the acquisition of PT Bumi Mas Agro in 2017 and the subsequent acquisitions of PT Agro Bumi Kaltim and PT Nusantara Agro Sentosa in 2023 have been reduced by US$15.9 million and US$13.8 million respectively. The difference of US$2.1 million has been adjusted to opening reserves as, in 2020, the prospective rate of corporation tax in Indonesia changed resulting in an adjustment to the deferred tax liability through profit and loss.

The prior year adjustment does not have any impact on profit or cash flows for either the year ended 31 December 2025 or 31 December 2024, and the consolidated financial statement lines affected in the prior year are shown in the following table:

The financial statement line items affected in the prior year are as follows:

Consolidated balance sheet (extract)	Originally presented 2024 US$'000	Decrease US$'000	As restated 2024 US$'000
Goodwill	17,083	(15,925)	1,158
Non-current assets	511,311	(15,925)	495,386
Total assets	647,795	(15,925)	631,870
Deferred-tax liability	22,007	(13,803)	8,204
Total liabilities	114,326	(13,803)	100,523
Net assets	533,469	(2,122)	531,347
Retained earnings	462,938	(2,122)	460,816
Equity attributable to the owners of M.P. Evans Group PLC	525,747	(2,122)	523,625
Total equity	533,469	(2,122)	531,347

M.P. EVANS GROUP PLC

Annual report and accounts 2025

103

Parent-company balance sheet

As at 31 December 2025

Company number: 1555042

| | Note | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- | --- |
| Non-current assets | | | |
| Property, plant and equipment | iv | 868 | 885 |
| Investments in subsidiaries | v | 15,799 | 15,799 |
| Trade and other receivables | vi | 149,246 | 87,449 |
| | | 165,913 | 104,133 |
| Current assets | | | |
| Trade and other receivables | vi | 562 | 987 |
| Cash and cash equivalents | | 4,932 | 5,420 |
| | | 5,494 | 6,407 |
| Total assets | | 171,407 | 110,540 |
| Current liabilities | | | |
| Trade and other payables | vii | 1,363 | 1,060 |
| Net current assets | | 4,131 | 5,347 |
| Total liabilities | | 1,363 | 1,060 |
| Net assets | | 170,044 | 109,480 |
| Equity | | | |
| Share capital | viii | 8,933 | 8,922 |
| Other reserves | ix | 40,132 | 39,987 |
| Retained earnings | ix | 120,979 | 60,571 |
| Total equity | | 170,044 | 109,480 |

The Company recorded a profit for the year of US$98,330,000 (2024 US$45,961,000).

The financial statements on pages 103 to 109 were approved by the board of directors on 24 March 2026 and signed on its behalf by

Matthew Coulson
Chief executive

Luke Shaw
Chief financial officer

M.P. EVANS GROUP PLC
Annual report and accounts 2025

104
Financial statements continued

Parent-company statement of changes in equity

For the year ended 31 December 2025

| | Share capital
US$'000 | Other reserves
US$'000 | Retained earnings
US$'000 | Total
US$'000 |
| --- | --- | --- | --- | --- |
| At 1 January 2025 | 8,922 | 39,987 | 60,571 | 109,480 |
| Profit for the year | – | – | 98,330 | 98,330 |
| Other comprehensive expense for the year | – | (1) | – | (1) |
| Total comprehensive income for the year | – | (1) | 98,330 | 98,329 |
| Issue of share capital | 11 | (11) | – | – |
| Dividends | – | – | (38,721) | (38,721) |
| Credit to equity for equity-settled share-based payments | – | 157 | 799 | 956 |
| Transactions with owners | 11 | 146 | (37,922) | (37,765) |
| At 31 December 2025 | 8,933 | 40,132 | 120,979 | 170,044 |
| At 1 January 2024 | 9,062 | 39,528 | 59,851 | 108,441 |
| Profit for the year | – | – | 45,961 | 45,961 |
| Other comprehensive income for the year | – | 1 | – | 1 |
| Total comprehensive income for the year | – | 1 | 45,961 | 45,962 |
| Issue of share capital | 9 | 98 | – | 107 |
| Dividends | – | – | (32,339) | (32,339) |
| Share buyback | (149) | 149 | (13,367) | (13,367) |
| Credit to equity for equity-settled share-based payments | – | 211 | 465 | 676 |
| Transactions with owners | (140) | 458 | (45,241) | (44,923) |
| At 31 December 2024 | 8,922 | 39,987 | 60,571 | 109,480 |

M.P. EVANS GROUP PLC
Annual report and accounts 2025

105

Notes to the parent-company accounts

For the year ended 31 December 2025

i) Significant accounting policies

Basis of accounting

M.P. Evans Group PLC is a public limited company incorporated in the United Kingdom and registered in England and Wales, and the address of its registered office is given on page 115. The Group's principal activities are shown in the strategic report on pages 14 to 15. The financial statements of the Company are presented as required by the Companies Act 2006. The financial statements have been prepared in accordance with Financial Reporting Standard 101, 'Reduced Disclosure Framework' ("FRS 101"). The financial statements have been prepared on a going-concern basis under the historical-cost convention, in accordance with applicable accounting standards in the United Kingdom. The Company is domiciled in the UK.

The principal accounting policies have been consistently applied and are summarised below. The directors have concluded that the functional currency is the US Dollar, reflecting the primary economic environment in which the Company operates. The presentational currency for the Company accounts is also the US Dollar.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-based payment, financial instruments, capital management, presentation of comparative information in relation to certain assets, and certain related-party transactions.

Pursuant to Section 408 of the Companies Act 2006, the Company's own income statement and statement of other comprehensive income are not presented separately in the Company financial statements, but they have been approved by the board.

The Company has assessed the impact of new and revised accounting standards as described in note 2 to the consolidated financial statements, and has concluded that none have a material impact on the Company's results or financial position.

Going concern

The financial statements have been prepared on a going-concern basis. The directors have conducted a review of projected cash flows, concluding that the Company has sufficient projected funds to continue its business in the medium term. Further details are given in the report of the directors on page 63.

Cash-flow statement

The Company has not included a cash-flow statement as part of its financial statements since the consolidated financial statements of the Group, of which the Company is a member, include a cash-flow statement and are publicly available.

Property, plant and equipment

Property, plant and equipment are stated at the historic purchase cost less accumulated depreciation. Plant, equipment and vehicles are depreciated over their estimated useful lives at 25%. Estimated useful lives are reviewed at each balance-sheet date. Where the board judges the residual value of an asset to exceed its carrying value, no provision is made for depreciation.

Investments in subsidiaries

Investments in subsidiaries are shown at cost less provision for impairment.

Trade and other receivables

These represent amounts due from Group companies in the normal course of business, are repayable on demand, unsecured and are not interest-bearing. These are measured at amortised cost, reduced by appropriate allowances for expected credit losses. Balances are classified as non-current if they are not expected to be recovered in less than one year.

Cash and cash-equivalents

These include cash in hand and deposits held with banks with original maturities of three months or less.

Trade and other payables

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost. Borrowings are recorded at the proceeds received, net of direct issue costs.

Critical accounting judgments and key sources of estimation uncertainty

The critical judgements and accounting estimates relevant to the consolidated financial statements are shown in note 3 to the consolidated financial statements on page 81. The directors have concluded that there are no critical judgements and accounting estimates in the preparation of the parent-Company accounts.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

106

Financial statements continued

Notes to the parent-company accounts continued

For the year ended 31 December 2025

ii) Result for the year

As permitted by section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account for the year. M.P. Evans Group PLC reported a profit for the year ended 31 December 2025 of US$98,330,000 (2024 – US$45,961,000). The Company's main source of income is dividends from subsidiary companies.

The auditors' remuneration for audit services was US$42,000 (2024 US$38,000).

iii) Employees

| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Employee costs during the year | | |
| Wages and salaries | 2,248 | 2,243 |
| Social security costs | 394 | 299 |
| Pension costs | 71 | 81 |
| Share-based payments | 555 | 340 |
| | 3,268 | 2,963 |

As recorded in the directors' remuneration report on page 60, wages and salary costs include bonuses paid to the directors in respect of 2025 and 2024.

| | 2025
Number | 2024
Number |
| --- | --- | --- |
| Average monthly number of people employed | | |
| Staff | 4 | 4 |
| Directors | 2 | 3 |
| | 6 | 7 |

iv) Property, plant and equipment

| | Land and buildings
US$'000 | Plant, equipment & vehicles
US$'000 | Total
US$'000 |
| --- | --- | --- | --- |
| Cost | | | |
| At 1 January 2025 | 834 | 202 | 1,036 |
| Additions | – | 4 | 4 |
| At 31 December 2025 | 834 | 206 | 1,040 |
| Accumulated depreciation | | | |
| At 1 January 2025 | – | 151 | 151 |
| Charge for the year | – | 21 | 21 |
| At 31 December 2025 | – | 172 | 172 |
| Net book value at 31 December 2025 | 834 | 34 | 868 |
| Net book value at 31 December 2024 | 834 | 51 | 885 |

M.P. EVANS GROUP PLC

Annual report and accounts 2025

107

v) Investments in subsidiaries

Subsidiary undertakings	US$'000
At 1 January and 31 December 2025	15,799

The following companies are the principal direct subsidiary companies of M.P. Evans Group PLC:

	Country of operation	Holding %
M.P. Evans & Co. Limited	UK	100
Sungkai Holdings Limited	UK	100

Holdings are all of ordinary shares. The carrying value of investments is supported by their underlying net assets. Details of all subsidiary companies are shown on page 109.

vi) Trade and other receivables

	2025 US$'000	2024 US$'000
Current assets
Other debtors	503	932
Prepayments and accrued income	59	55
	562	987
Non-current assets
Amounts owed by subsidiary undertakings	149,246	87,449

vii) Trade and other payables

	2025 US$'000	2024 US$'000
Other creditors	1,363	1,060

viii) Share capital

See note 25 to the consolidated financial statements.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

108

Financial statements continued

Notes to the parent-company accounts continued

For the year ended 31 December 2025

ix) Reserves

	Share-premium account US$'000	Capital-redemption reserve US$'000	Merger reserve US$'000	Treasury shares US$'000	Other reserves US$'000	Total US$'000	Retained earnings US$'000
At 1 January 2025	32,683	4,439	1,434	(10)	1,441	39,987	60,571
Issue of shares	-	-	-	(11)		(11)	-
Share-based payments	-	-	-	-	157	157	799
Profit for the year	-	-	-	-	-	-	98,330
Dividends*	-	-	-	-	-	-	(38,721)
Exchange differences	-	-	-	(1)	-	(1)	-
At 31 December 2025	32,683	4,439	1,434	(22)	1,598	40,132	120,979
At 1 January 2024	32,579	4,290	1,434	(10)	1,235	39,528	59,851
Issue of shares	104	-	-	(6)	-	98	-
Share-based payments	-	-	-	5	206	211	465
Share buyback	-	149	-	-	-	149	(13,367)
Profit for the year	-	-	-	-	-	-	45,961
Dividends*	-	-	-	-	-	-	(32,339)
Exchange differences	-	-	-	1	-	1	-
At 31 December 2024	32,683	4,439	1,434	(10)	1,441	39,987	60,571

See note 10 to the consolidated financial statements.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

109

Subsidiary and associated undertakings

As at 31 December 2025

SUBSIDIARY UNDERTAKINGS

Details of the Group's subsidiary undertakings as at 31 December 2025 are as follows:

Name of subsidiary	% of shares held	Country of incorporation	Country of operation	Field of activity
PT Prima Mitrajaya Mandiri	100	Indonesia	Indonesia	Production at Kota Bangun
PT Teguh Jayaprima Abadi	100	Indonesia	Indonesia	Production at Kota Bangun
PT Agro Bumi Kaltim	100	Indonesia	Indonesia	Production at Kota Bangun
PT Nusantara Agro Sentosa	100	Indonesia	Indonesia	Production at Kota Bangun
PT Gunung Pelawan Lestari	90	Indonesia	Indonesia	Production at Bangka
PT Pangkatan Indonesia	100	Indonesia	Indonesia	Production at Pangkatan
PT Perusahaan Pertanian Perkebunan Perindustrian dan Perdagangan Surya Makmur	100	Indonesia	Indonesia	Production at Pangkatan
PT Sembada Sennah Maju	100	Indonesia	Indonesia	Production at Pangkatan
PT Bumi Mas Agro	100	Indonesia	Indonesia	Production at Bumi Mas
PT Setara Kilau Mas Adicita	100	Indonesia	Indonesia	Production at Bumi Mas
PT Sumber Bumi Serasi	100	Indonesia	Indonesia	Production at Bumi Mas
PT Evans Lestari	100	Indonesia	Indonesia	Production at Musi Rawas
PT Aceh Timur Indonesia	100	Indonesia	Indonesia	Production at Simpang Kiri
PT Dharma Agung	100	Indonesia	Indonesia	Production at Simpang Kiri
PT Teunggulon Raya	100	Indonesia	Indonesia	Production at Simpang Kiri
PT Evans Indonesia	100	Indonesia	Indonesia	Provision of agronomic and management consultancy services
Sunrich Plantations Pte Ltd	100	Singapore	Singapore	Holding company
Bertam Consolidated Rubber Company Limited	100	England and Wales	Malaysia	Holding company
M.P. Evans & Co. Limited*	100	England and Wales	United Kingdom	Holding company
Sungkai Holdings Limited*	100	England and Wales	United Kingdom	Holding company

The shareholdings in the above companies represent ordinary shares. Other than the companies marked*, all shareholdings are held indirectly.

The registered offices for all Indonesian companies is Graha Aktiva, Suite 1001, Jl HR Rasuna Said Blok X-1 Kav 03, Jakarta 12950 Indonesia, for Sunrich Plantations Pte Ltd is 25 North Bridge Road, Level 7 Singapore 179104, and for all UK companies is the Group's registered office as shown on page 115.

ASSOCIATED UNDERTAKINGS

Details of the associated undertakings as at 31 December 2025 are as follows:

Unlisted	Issued, fully-paid share capital	% held	Country of incorporation	Country of operation	Field of activity
PT Kerasaan Indonesia	Rp 138.07m	38	Indonesia	Indonesia	Production of CPO and PK
Bertam Properties Sdn. Berhad.	RM 60.00m	40	Malaysia	Malaysia	Property development

The registered office of PT Kerasaan Indonesia is Gedung Forum Nine Building, 10th Floor, Suite 1-11, Jl. Imam Bonjol No.9, Medan-20112, North Sumatra, Indonesia and the registered office of Bertam Properties Sdn. Berhad is 1st Floor, 2 Lebuh Pantai, 10300 Georgetown, Penang, Malaysia.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

110

Other information

Analysis of Indonesian plantation land areas

As at 31 December 2025

The information on pages 110 to 115 does not form part of the audited financial statements.

Planted hectare

	Group				Scheme smallholders
	Ownership %	Mature Ha	Immature Ha	Total Ha	Mature Ha	Immature Ha	Total Ha
Subsidiaries – oil palm
Kota Bangun	100	15,138	2,891	18,029	6,272	159	6,431
Bangka	90	6,151	–	6,151	3,881	–	3,881
Pangkatan group	100	6,294	672	6,966	727	665	1,392
Bumi Mas	100	9,810	585	10,395	1,676	13	1,689
Musi Rawas	100	6,250	2,186	8,436	2,806	167	2,973
Simpang Kiri	100	3,159	1,114	4,273	254	–	254
Total		46,802	7,448	54,250	15,616	1,004	16,620
Group share of subsidiaries’ land		46,187	7,448	53,635
Associates – oil palm
Kerasaan		1,620	511	2,131
Group share of associates’ land		616	194	810
Memorandum:
Group share of subsidiaries’ land and share of associates’ land		46,803	7,642	54,445
Subsidiaries’ land and Group share of associates’ land		47,418	7,642	55,060

The Group works to obtain final land licences (HGUs) as soon as possible for its planted areas. The only areas for which the Group is still working to obtain HGUs is in relation to some of the newer planting at Musi Rawas (approximately 2,000ha) and at Kota Bangun (approximately 1,000ha, some of which relates to the additional land acquired during 2023).
The Group supports its associated scheme smallholders to obtain HGUs. In total, smallholder HGUs are in the process of being obtained for approximately 4,000ha, some of which relates to newer planting or areas brought into Group association more recently.

M.P. EVANS GROUP PLC

Annual report and accounts 2025

111

Analysis of Group net asset value

As at 31 December 2025

The information in the following table provides a directors' estimate of the net asset value per share at 31 December 2025 utilising, except where indicated, an independent valuation of the Group's properties performed at the end of 2025.

| | Planted area
Ha | Market value per
planted hectare^{2}
US$ | Market value
attributable
to Group^{1}
US$'000 |
| --- | --- | --- | --- |
| Indonesian oil palm plantations: | | | |
| Group | | | |
| Kota Bangun | 18,029 | 17,899 | 322,700 |
| Bumi Mas | 10,395 | 19,323 | 200,860 |
| Bangka | 6,151 | 19,065 | 117,270 |
| Musi Rawas | 8,436 | 21,278 | 179,500 |
| Pangkatan group | 6,966 | 17,930 | 124,900 |
| Simpang Kiri | 4,273 | 12,755 | 54,500 |
| | 54,250 | 18,428 | 999,730 |
| Smallholders | | | |
| Kota Bangun | 6,431 | 6,826 | 43,900 |
| Bumi Mas | 1,689 | 4,797 | 8,100 |
| Bangka | 3,881 | 4,592 | 17,820 |
| Musi Rawas | 2,973 | 7,534 | 22,400 |
| Pangkatan group | 1,392 | 5,387 | 7,500 |
| Simpang Kiri | 254 | 2,756 | 700 |
| | 16,620 | 6,042 | 100,420 |
| Associates | | | |
| Kerasaan^{3} | 2,322 | 14,300 | 12,600 |
| Total Indonesia | | | 1,112,750 |
| Malaysian property | | | |
| Bertam properties | n/a | n/a | 52,436 |
| Total Malaysia | | | 52,436 |
| Net cash^{4} | | | 87,269 |
| Other assets and liabilities^{5} | | | (21,303) |
| Total net asset value | | | 1,231,152 |
| Net asset value (£ per share^{6}) | | | 17.45 |

The Group owns 100% of its Indonesian plantations, except at Bangka, where there is a minority partner who owns 10%.
The market value per planted hectare stated is the independent valuation of the Group's estates, and where appropriate, related palm-oil mills. However, for Bumi Mas, the market value per planted hectare reflects a blended average between the independent valuation and the cost of the acquisitions made during 2025. No amount has been included in the Group equity valuation at 31 December 2025 for the smallholder hectares related to these acquisitions.
The Group's only oil-palm associate, Kerasaan, where the Group owns 38%, was not included in the independent valuation at 31 December 2025. The value in the table above has been carried forward from the independent valuation performed at 31 December 2019.
Net cash is taken as cash and other liquid resources less borrowings from the 31 December 2025 balance sheet, attributable to the owners of M.P. Evans Group PLC.
Other assets and liabilities are taken as net assets minus plantation and property-related assets, minus net cash from the 31 December 2025 balance sheet, attributable to the owners of M.P. Evans Group PLC.
Amount per share is calculated using the year-end exchange rate and year-end shares in issue (see note 25).

M.P. EVANS GROUP PLC
Annual report and accounts 2025

112
Other information continued

Five-year summary

| | 2025
Tonnes | 2024
Tonnes | 2023
Tonnes | 2022
Tonnes | 2021
Tonnes |
| --- | --- | --- | --- | --- | --- |
| Production | | | | | |
| Crude palm oil | 360,800 | 372,200 | 378,500 | 341,700 | 312,900 |
| Palm kernels | 78,900 | 81,300 | 80,600 | 73,800 | 67,100 |
| Crops | | | | | |
| Oil-palm fresh fruit bunches | | | | | |
| Own crops | 1,009,300 | 937,000 | 922,900 | 905,400 | 809,700 |
| Scheme-smallholder crops | 299,500 | 285,900 | 278,500 | 265,700 | 229,300 |
| Independent crop purchased | 229,200 | 386,000 | 421,500 | 340,600 | 327,200 |
| | 1,538,000 | 1,608,900 | 1,622,900 | 1,511,700 | 1,366,200 |
| | US$ | US$ | US$ | US$ | US$ |
| Average sale prices | | | | | |
| Crude palm oil – cif Rotterdam per tonne | 1,220 | 1,084 | 964 | 1,345 | 1,195 |
| Crude palm oil – ex-mill-gate per tonne | 866 | 823 | 729 | 854 | 810 |
| Exchange rates | | | | | |
| US$1 = Indonesian Rupiah – average | 16,465 | 15,855 | 15,236 | 14,853 | 14,295 |
| – year end | 16,675 | 16,095 | 15,397 | 15,568 | 14,253 |
| US$1 = Malaysian Ringgit – average | 4.29 | 4.57 | 4.56 | 4.40 | 4.14 |
| – year end | 4.06 | 4.47 | 4.60 | 4.41 | 4.17 |
| £1 = US Dollar – average | 1.32 | 1.28 | 1.25 | 1.24 | 1.37 |
| – year end | 1.35 | 1.25 | 1.27 | 1.20 | 1.35 |
| | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 |
| Revenue | 370,995 | 352,839 | 307,368 | 326,917 | 276,592 |
| Gross profit | 142,221 | 116,590 | 78,453 | 109,210 | 103,613 |
| Profit before tax | 139,707 | 113,490 | 72,834 | 100,250 | 112,502 |
| | US cents | US cents | US cents | US cents | US cents |
| Basic continuing earnings per share | 212.9 | 165.9 | 97.6 | 133.9 | 158.4 |
| | Pence | Pence | Pence | Pence | Pence |
| Basic continuing earnings per share | 161.3 | 129.6 | 78.1 | 108.0 | 115.6 |
| Dividends per share: | | | | | |
| Normal | 60.0 | 52.5 | 45.0 | 42.5 | 35.0 |
| Special | – | – | – | – | 5.00 |
| Total | 60.0 | 52.5 | 45.0 | 42.5 | 40.0 |
| | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 |
| Equity attributable to the owners of | | | | | |
| M.P. Evans Group PLC | 599,494 | 523,625* | 485,073 | 471,182 | 431,524 |
| Net cash generated by operating activities | 137,110 | 135,800 | 79,674 | 102,288 | 92,272 |

See note 33 for details regarding the restatement of equity.

M.P. EVANS GROUP PLC
Annual report and accounts 2025

113

Notice of meeting

NOTICE IS HEREBY GIVEN that the annual general meeting of M.P. Evans Group PLC will be held at Tallow Chandlers' Hall, 4 Dowgate Hill, London, EC4R 2SH on Friday 12 June 2026 at 12 noon. The Company also aims to make the proceedings available to view online. Further details, where necessary, will be provided in advance of the meeting on the Company's AGM website page (www.mpevans.co.uk/investors/agm).

The meeting will be for the following purposes, and unless a poll is validly demanded, voting will be decided on a show of hands:

AS ORDINARY BUSINESS	Resolution on form of proxy
1 To receive and consider the report of the directors and the audited consolidated financial statements for the year ended 31 December 2025.	No 1
2 To receive and consider the directors' remuneration report as set out in the annual report and accounts for the financial year ended 31 December 2025.	No 2
3 To elect Katherine Jane Coppinger as a director.	No 3
4 To re-elect Michael Sherwin as a director.	No 4
5 To re-elect Tanya Ashton as a director.	No 5
6 To re-elect Lee Yuan Zhang as a director.	No 6
7 To re-elect Peter Hadsley-Chaplin as a director.	No 7
8 To declare a final dividend.	No 8
9 To increase the total amount of fees payable to all of the non-executive directors (excluding any remuneration for special or additional services paid pursuant to article 102) from £250,000 to £500,000.	No 9
10 To appoint BDO LLP as auditors.	No 10
11 To authorise the directors to determine the remuneration of the auditors.	No 11
AS SPECIAL BUSINESS	Resolution on form of proxy
---	---
To consider and, if thought fit, pass the following resolution, as a special resolution:
12 That the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693 of the Companies Act 2006) of shares of 10p each in the capital of the Company provided that:	No 12
a) the maximum number of shares hereby authorised to be purchased is 5,225,629;
b) the minimum price which may be paid for each share is 10p (exclusive of expenses);
c) the maximum price (exclusive of expenses) which may be paid for each share is the higher of:
i. an amount equal to 105% of the average of the middle-market quotations for such shares as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day of purchase;
ii. the higher of the price of the last independent trade of a 10p share and the highest current independent bid for a 10p share of the trading venue where the purchase is carried out; and
d) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or on 30 June 2027, whichever shall be the earlier save that the Company may, before the expiry of this authority, make a contract of purchase which will or may be executed wholly or partly after such expiry and may make a purchase of shares pursuant to any such contract.

By order of the board.

Katya Merrick
Company secretary
24 March 2026

M.P. EVANS GROUP PLC
Annual report and accounts 2025

114
Other information continued

NOTES

1) A member of the Company entitled to attend, speak and vote at the meeting convened by this notice may appoint a proxy to exercise all or any of his or her rights to attend, speak and vote at the meeting on his or her behalf. A proxy need not be a member of the Company. Appointment of a proxy will not subsequently preclude a member from attending and voting at the meeting in person if he or she so wishes. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by the member. The form of proxy contains instructions on how to appoint more than one proxy.

2) A form of proxy for use at the meeting is enclosed. Please return the form of proxy or other instrument appointing a proxy as soon as possible. To be valid, it must be received by post or (during normal business hours only) by hand at the office of the registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, no later than 12pm on 10 June 2026 (or, if the meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting, or, if a poll is taken otherwise than at or on the same day as the meeting at which it is demanded, no later than 24 hours before the time appointed for the taking of the poll). Alternatively, you may appoint a proxy electronically.

If you wish to submit your form of proxy via the internet, you will need your Control Number, Shareholder Reference Number ("SRN") and Personal Identification Number ("PIN") which are printed on the Form of Proxy, or which will be set out in the email communication sent to shareholders subscribing for electronic communication. To appoint a proxy via the internet you should log on to the Computershare website at www.investorcentre.co.uk/eproxy. You will be asked to agree to the terms and conditions for electronic proxy appointment. It is important that you read these terms and conditions as they set out the basis on which proxy appointment via the internet shall take place. This electronic address is provided only for the purpose of communications relating to electronic appointment of proxies.

CREST members wishing to appoint a proxy or proxies through the CREST electronic proxy appointment service, should refer to the form of proxy and more detailed instructions posted on the AGM page of the Group's website (www.mpevans.co.uk/investors/agm).

3) The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

4) Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those shareholders registered on the register of members of the Company at 11.00 p.m. on 10 June 2026 (or, if the meeting is adjourned, 48 hours before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the register of members after that time will be disregarded in determining the rights of any person to attend and vote at the meeting.

5) As at 24 March 2026, the Company's issued share capital consisted of 52,256,292 shares carrying one vote each. Therefore, the total number of voting rights in the Company as at that date was 52,256,292.

6) Copies of the directors' service contracts and terms and conditions of appointment will be available for inspection at the registered office of the Company during normal business hours and at the place of the meeting from 15 minutes prior to the meeting until its conclusion.

7) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, but powers purported to be exercised by more than one authorised representative in respect of the same shares will be treated as not exercised.

8) Save as provided below, members who wish to communicate with the Company in relation to the meeting should do so by writing to the registrars at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. No other methods of communication will be accepted. In particular, no person may use any electronic address to communicate with the Company for any purposes other than those expressly stated in the relevant document.

9) Members have the right to require notice of a resolution to be moved or a matter to be included in the business of the meeting.

Any addressee of this notice who has sold or transferred all of the shares of the Company held by him or her, should pass the annual report, of which this notice forms part (including the form of proxy enclosed herewith), to the person through whom the sale was effected for transmission to the transferee or purchaser.

The annual general meeting will be held on 12 June 2026 at 12 noon

Venue:
Tallow Chandlers' Hall,
4 Dowgate Hill, London, EC4R 2SH

Closest transport links
Mansion House (District and Circle Lines)
Cannon Street (District and Circle Lines, National Rail Services)
Bank (Central, Northern and Waterloo & City Lines)

M.P. EVANS GROUP PLC
Annual report and accounts 2025

115

Professional advisers & representatives

SECRETARY AND REGISTERED OFFICE

Katya Merrick
3 Clanricarde Gardens, Tunbridge Wells, Kent TN1 1HQ
Tel: 01892 516333
Email: [email protected]
Web: www.mpevans.co.uk

Company number: 1555042

INDONESIAN REGIONAL OFFICE

PT Evans Indonesia
Gedung Graha Aktiva, Suite 1001
Jl HR Rasuna Said Blok X-1 Kav 03
Jakarta 12950

NOMINATED ADVISER & JOINT BROKER

Cavendish Capital Markets Ltd
One Bartholomew Close
London
EC1A 7BL

INDEPENDENT AUDITORS

BDO LLP
55 Baker Street
London
W1U 7EU

REGISTRARS

Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ
Tel: 0370 7071176
Web: www.computershare.com

PRINCIPAL BANKERS

OCBC Bank
18 Jalan Tun Perak, 50050 Kuala Lumpur, Malaysia

Ambank Group

55 Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia

NatWest

89 Mount Pleasant Road, Tunbridge Wells, Kent TN1 1QJ

SOLICITORS

Hogan Lovells International LLP
Atlantic House, 50 Holborn Viaduct,
London
EC1A 2FG

JOINT BROKER

Canaccord Genuity Ltd
88 Wood Street,
London
EC2V 7QR

PUBLIC RELATIONS ADVISERS

Alma Strategic Communications
71-73 Carter Lane,
London
EC4V 5EQ

ESG ADVISERS

Inspired PLC
Calder House,
Preston,
Lancashire
PR4 2DZ

Glossary

CPO Crude palm oil
EMG Ex mill gate
EUDR European Union Deforestation Regulations
Ffb Fresh fruit bunches
HGU hak guna usaha: land lease granted by the Indonesian government
ISCC International Sustainability & Carbon Certification
PK Palm kernels
PKO Palm-kernel oil
RISS RSPO's Independent Smallholder Standard
RSPO Roundtable on Sustainable Palm Oil

Designed and produced by emperor
Visit us at emperor.works
M.P. EVANS GROUP PLC
Annual report and accounts 2025

CARBON BAYANCED PAPER
www.carbonbalancepaper.com

This report is printed on paper certified in accordance with the FSC (Forest Stewardship Council).

Woodrow Press Ltd aims to reduce at source the effect its operations have on the environment and is committed to continual improvement, prevention of pollution and compliance with any legislation or industry standards.

M.P. Evans
GROUP PLC

M.P. Evans Group PLC
2 Starrhamb Gardens
Tunbridge Wells
Kent TN1 1HQ
www.mpeevrac.com

AI assistant

M.P. EVANS GROUP PLC — Annual Report 2025

7798_rns_2026-05-17_1000d6fa-ea73-4e0d-b424-603f0631be04.pdf

Responsible Palm Oil

Overview

Strategic report

Governance

Financial statements

Other information

How we do it

Highlights

We are proud to be responsible producers of certified sustainable palm oil, and we continue to grow and develop our Indonesian operations

Message from our chairman

Results

Dividend

An interim dividend of 18p per share was paid on 7 November 2025 and the board is recommending a final dividend of 42p per share.

Operational developments

Operational highlights

Chairman's statement continued

Strategic developments

The Group has achieved another record year in 2025, with gross profit of US$142.2 million, 22% higher than the US$116.6 million in 2024.

Indonesian and wider environment

Prospects

Board and senior management changes

Acknowledgements

Peter Hadsley-Chaplin

Map & locations

② Simpang Kiri

③ Pangkatan

④ Musi Rawas

⑤ Bangka

① Kerasaan

8 Bertam Properties

7 Bumi Mas

6 Kota Bangun

Key

Long track record of delivering growth and strong financial returns

Profitable and cash generative

Encreasing shareholder returns

Established track record of delivering growth and financial returns

Attractive earnings with opportunity for further growth

Market Information

Palm oil

Palm oil is the largest of the world's vegetable oils and demand increased in the year.

Crude-palm-oil price

Main producers of palm oil 2025

Main consumers of palm oil 2025

Palm-kernel oil

Our main resources

Palm-oil estates

Milling facilities

People

Stable funding

Group managed ffb

External operations

External mills

Outcomes

Robust production

Sustainable production

Cost efficiency

Improving returns

Increasing yields responsibly

Acting responsibly is at the heart of what we do and who we are

Excellence comes from investing for the long term

We seek to grow and develop the Group

Our investment strategy significantly improves shareholder returns

Metrics

Future plans

Acting responsibly is at the heart of what we do and who we are

A commitment to responsible operation

6

Excellence comes from investing for the long term

Improving yields

Expanding hectarage

New planting continues at Group estates supporting long-term growth prospects

Long-term strategy resulting in increasing yield for shareholders

Increasing returns

Monitoring KPIs supports the development of the Group in accordance with its strategy

The total planted hectareage managed by the Group, for itself and for associated scheme smallholders, is a clear indicator of its ability to continue producing strong crop levels.

The crop harvested from each mature hectare cultivated by the Group provides a clear indication of estate efficiency and agricultural excellence.

M.P. EVANS GROUP PLC Annual Report 2025