2138008K14474WPKZ244 2024-04-01 2025-03-31 iso4217:GBP 2138008K14474WPKZ244 2023-04-01 2024-03-31 iso4217:GBP xbrli:shares 2138008K14474WPKZ244 2025-03-31 2138008K14474WPKZ244 2024-03-31 2138008K14474WPKZ244 2023-03-31 2138008K14474WPKZ244 2023-03-31 tatelyleplc:ShareCapitalAndSharePremiumMember 2138008K14474WPKZ244 2023-03-31 ifrs-full:CapitalRedemptionReserveMember 2138008K14474WPKZ244 2023-03-31 ifrs-full:OtherReservesMember 2138008K14474WPKZ244 2023-03-31 ifrs-full:RetainedEarningsMember 2138008K14474WPKZ244 2023-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 2138008K14474WPKZ244 2023-03-31 ifrs-full:NoncontrollingInterestsMember 2138008K14474WPKZ244 2023-04-01 2024-03-31 tatelyleplc:ShareCapitalAndSharePremiumMember 2138008K14474WPKZ244 2023-04-01 2024-03-31 ifrs-full:CapitalRedemptionReserveMember 2138008K14474WPKZ244 2023-04-01 2024-03-31 ifrs-full:OtherReservesMember 2138008K14474WPKZ244 2023-04-01 2024-03-31 ifrs-full:RetainedEarningsMember 2138008K14474WPKZ244 2023-04-01 2024-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 2138008K14474WPKZ244 2023-04-01 2024-03-31 ifrs-full:NoncontrollingInterestsMember 2138008K14474WPKZ244 2024-03-31 tatelyleplc:ShareCapitalAndSharePremiumMember 2138008K14474WPKZ244 2024-03-31 ifrs-full:CapitalRedemptionReserveMember 2138008K14474WPKZ244 2024-03-31 ifrs-full:OtherReservesMember 2138008K14474WPKZ244 2024-03-31 ifrs-full:RetainedEarningsMember 2138008K14474WPKZ244 2024-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 2138008K14474WPKZ244 2024-03-31 ifrs-full:NoncontrollingInterestsMember 2138008K14474WPKZ244 2024-04-01 2025-03-31 tatelyleplc:ShareCapitalAndSharePremiumMember 2138008K14474WPKZ244 2024-04-01 2025-03-31 ifrs-full:CapitalRedemptionReserveMember 2138008K14474WPKZ244 2024-04-01 2025-03-31 ifrs-full:OtherReservesMember 2138008K14474WPKZ244 2024-04-01 2025-03-31 ifrs-full:RetainedEarningsMember 2138008K14474WPKZ244 2024-04-01 2025-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 2138008K14474WPKZ244 2024-04-01 2025-03-31 ifrs-full:NoncontrollingInterestsMember 2138008K14474WPKZ244 2025-03-31 tatelyleplc:ShareCapitalAndSharePremiumMember 2138008K14474WPKZ244 2025-03-31 ifrs-full:CapitalRedemptionReserveMember 2138008K14474WPKZ244 2025-03-31 ifrs-full:OtherReservesMember 2138008K14474WPKZ244 2025-03-31 ifrs-full:RetainedEarningsMember 2138008K14474WPKZ244 2025-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 2138008K14474WPKZ244 2025-03-31 ifrs-full:NoncontrollingInterestsMember
Transforming
Lives through the
Science of Food
Annual Report 2025
Tate & Lyle is a speciality food
and beverage solutions business
– a global leader in sweetening,
mouthfeel and fortification.
We create high-value ingredients
and solutions that meet growing
global consumer demand for
healthier, tastier and more
sustainable food and drink.
HOW TO USE THIS REPORT
Throughout this report you will find extra information, data
and pointers to additional insights, as denoted by these icons.
Additional content
within the report
Pointers to additional
external content
SOCIETYSOLUTIONSSCIENCE
Introduction
2 A snapshot of Tate & Lyle
3 Performance highlights
4 Science, Solutions, Society
Strategic report
8 Chair’s statement
10 Chief Executive’s review
Our business
17 Our strategy
18 Our markets
19 The world around us
21 Our platforms
25 Our core categories
26 Our solutions
27 Our scientific capabilities
29 Our supply chain
30 Our business model
32 Our progress
Review of the year
36 Chief Financial Officer’s
introduction
38 Food & Beverage Solutions
39 CP Kelco
39 Sucralose
39 Primary Products Europe
40 Group financial review
42 Our people
48 Our communities
50 Health and safety
53 Environment
64 Risk report
74 Task Force on Climate-related
Financial Disclosures
80 Disclosure statements
Governance
82 Board of Directors
85 Executive Committee
87 Corporate governance
104 Nominations Committee Report
107 Audit Committee Report
112 Directors’ Remuneration Report
135 Directors’ Report
137 Directors’ statement of
responsibilities
Financial statements
139 Independent Auditor’s
Report to the members
of Tate & Lyle PLC
147 Consolidated income statement
148 Consolidated statement
of comprehensive income
149 Consolidated statement
of financial position
150 Consolidated statement
of cash flows
151 Consolidated statement
of changes in equity
152 Notes to the consolidated
financial statements
201 Parent Company financial
statements
Useful information
209 Group five-year summary
211 Additional information
214 Information for investors
215 Glossary
216 Definitions/explanatory notes
CONTENTS
Our purpose: Transforming Lives
through the Science of Food.
Today, the demand for more nutritious
food and the desire to live healthier
lifestyles is greater than ever. As an
expert in food and drink reformulation,
we work with our customers to reduce
sugar, calories and fat in their products,
and add fibre and protein, to make
people’s favourite foods even better.
Learn more about the
science behind what we
do on pages 27 and 28.
Learn more about how we
create solutions for our
customers on page 26.
Learn more about how
we’re supporting our
communities and the
environment on pages 48
and 49, and 53 to 63.
At Tate & Lyle, everything we do starts with these three things…
Tate & Lyle PLC Annual Report 2025
1
Corn wet mills
1
• Lafayette, ndiana, US
• Koog aan de Zaan,
the Netherlands
• Boleráz, Slovakia
Speciality starches
2
• Van Buren, Arkansas, US
• Houlton, Maine, US
Sucralose
• Mc ntosh, Alabama, US
Fibre
• Nantong, Jiangsu, China
• Jiangmen, Guangdong, China
Tapioca
• Dan Khun Thot, Nakhon
Ratchasima, Thailand
3
Pectin
• Lille Skensved, Denmark
4
• Großenbrode, Germany
• Limeira, São Paulo, Brazil
• Matão, São Paulo, Brazil
Speciality gums
• Okmulgee, Oklahoma, US
• San Diego, California, US
• Wulian, Shandong, China
Stevia
• Anji, Zhejiang, China
Locust bean gum
• Noto, Sicily, taly
Blending
• Six facilities in US, UK, Brazil,
South Africa, taly and Australia
OUR MAIN PRODUCTION FACILITIES
1 Corn wet mills produce a range of products including sweeteners, starches and fibres.
2 Speciality starches include corn, tapioca and potato; these plants do not have grind capacity and are not classified as corn wet mills.
3 Tate & Lyle has decided to exit this facility, but it remains in operation at the date of this Annual Report.
4 Liile Skensved also manufactures carrageenan and locust bean gum.
TATE & LYLE
IN NUMBERS
5
4,971
Employees
75
Plants, offices and labs
38
Countries where we have sites
120
Countries in which we serve customers
21
Customer Innovation and Collaboration Centres
9
Research Centres
6
5 At 31 March 2025.
6 Four of the Research Centres also include Customer
Innovation and Collaboration Centres.
A snapshot of Tate & Lyle
Countries where we have sites
2
Tate & Lyle PLC Annual Report 2025
Performance highlights
1 Continuing operations.
2 Adjusted EBITDA, adjusted diluted earnings per share, return on capital employed (ROCE) and free cash flow are
non-GAAP measures, and for continuing operations (for definitions, see Notes 1 and 4).
3 Adjusted earnings before interest, tax, depreciation and amortisation.
4 Net debt is not itself defined by IFRS. It comprises line items that are IFRS defined terms. See Note 28.
5 The environmental data is for Tate & Lyle sites at 31 December
2024, not including CP Kelco. The environmental data for
CP Kelco will be included in next year’s Annual Report.
6 From baseline of year ended 31 December 2019.
7 In the year ended 31 December 2024.
8 From baseline of 31 March 2020.
9 At 31 March 2025. Tate & Lyle only, not including CP Kelco.
10 At 31 March 2025.
FINANCIAL ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Group statutory results Alternative performance
measures
2
Revenue
1
Adjusted EBITDA
3
£1,736
m
2024: £1,647m
£381
m
2024: £328m
Profit before tax
1
Adjusted diluted earnings per share
£88
m
2024: £201m
50.3
p
2024: 49.1p
Diluted earnings per share
1
Return on capital employed
11.6
p
2024: 39.8p
12.8
%
2024: 17.4%
Net debt
4
Free cash flow
£961
m
2024: £153m
£190
m
2024: £170m
Environmental
5
Social
23
%
reduction in Scope 1 and 2 absolute
energy and industrial greenhouse
gas emissions
6
10
m
tonnes of sugar removed from
diets through low-/no-calorie
sweeteners and fibres
8
61
%
electricity purchased for
operations from renewable
sources
46
%
women in leadership
and management roles
9
31
%
reduction in Scope 3 absolute
forest, land and agriculture
greenhouse gas emissions
6
4.6
m
meals donated through food
banks and other charitable
partners
8
2
%
increase in water use intensity
6
Governance
93
%
waste beneficially used
7
42
%
Board of Directors are women
10
364,000
acres of sustainable corn
supported
7
42
%
Executive Committee are
women
10
Tate & Lyle PLC Annual Report 2025
3
ALFIE’s not a person, it’s our new,
cutting-edge Automated Laboratory for
Ingredient Experimentation located in our lab
in Singapore.
Through the pioneering use of automated
robotics, ALFIE represents a revolution in the
delivery of mouthfeel solutions for customers,
providing faster and more accurate ingredient
design and accelerating speed-to-market for
new products.
Read more about our science and technology on
pages 27 and 28
Meet ALFIE,
the name may sound familiar,
but the science is far from it.
SOCIETYSOLUTIONS
SCIENCE
4
Tate & Lyle PLC Annual Report 2025
Mouthfeel is the texture and sensation
people experience when they consume
food and drink, including how it looks,
tastes, sounds and feels in the mouth. With
our leading portfolio and cutting-edge
science, we help our customers create food
and drink with a mouthfeel experience that
delights consumers.
Read more about mouthfeel on pages 22 and 23
We’re mastering the
marvel of mouthfeel
SOCIETYSOLUTIONS
SCIENCE
Tate & Lyle PLC Annual Report 2025
5
Partnering to create a
more sustainable future
All our ingredients come from the natural
world, whether it’s a leaf of stevia, a kernel of
corn, or the peel of a citrus fruit. That’s why
we work with partners across our supply
chain to ensure that, through every decision
we take, we strive to create a healthier future
for our society and planet.
Read more in our environment report on pages 53 to 63
SOCIETYSOLUTIONS
SCIENCE
6
Tate & Lyle PLC Annual Report 2025
STRATEGIC
REPORT
IN THIS SECTION
8 Chair’s statement
10 Chief Executive’s review
Our business
17 Our strategy
18 Our markets
19 The world around us
21 Our platforms
25 Our core categories
26 Our solutions
27 Our scientific capabilities
29 Our supply chain
30 Our business model
32 Our progress
Review of the year
36 Chief Financial Officer’s
introduction
38 Food & Beverage Solutions
39 CP Kelco
39 Sucralose
39 Primary Products Europe
40 Group financial review
42 Our people
48 Our communities
50 Health and safety
53 Environment
64 Risk report
74 Task Force on Climate-related
Financial Disclosures
80 Disclosure statements
Our ampersand, set within
a stevia leaf, reflects our
commitment to supporting
healthy living through
plant-based, sugar-
reduction solutions.
7
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
Growth is the key word here. Navigating external
pressures has been essential, but know from
talking to shareholders that, while they
understand the challenges, they want to see the
business work quickly to unlock the full value of
our combined business.
A unified approach
Setting the combined business up to accelerate
growth has been a key focus of the Board’s time
since the transaction was announced. Together,
we have worked with, and challenged, the
leadership team to ensure the business has the
right structure to drive significant value for the
benefit of our shareholders, customers and
employees. Throughout, the aim has been to
create a unified, ‘best of both’ company, starting
with the leadership team, which as Nick explains
in more detail in his review, now includes
members from both companies.
A key change in the team is the focus on
accelerating innovation and solution selling.
From his role leading CP Kelco, Didier Viala joins
us as Chief Solutions Development Officer to
focus on commercialisation, while Tate & Lyle’s
Victoria Spadaro Grant has a new remit as Chief
Science and nnovation Officer to focus on
science and innovation.
A smooth integration
This collective sense of vision and teamwork
has been noticeable throughout the entire
acquisition and integration process. From our
earliest discussions with both CP Kelco and its
owner, J.M. Huber Corporation (Huber), it was
clear that the potential of joining together with
Tate & Lyle was as appealing to the CP Kelco
team as it was to ours. As a result, both teams
demonstrated real openness in working
together, taking a thoughtful approach to
integrating the two businesses and creating a
new and enhanced organisational structure for
Tate & Lyle.
Tate & Lyle’s combination with
CP Kelco sets the company up
to accelerate the delivery of its
strategic ambitions.
This year’s acquisition of CP Kelco, alongside
the sale of our remaining interest in Primient,
marks a significant turning point for Tate & Lyle,
transforming the company’s ability to deliver its
growth-focused strategy.
n the last few years before joined the Board,
Nick and his team did an extraordinary job of
guiding Tate & Lyle through a period of
exceptional market turbulence. ’ve been in the
food business for a long time and have never
seen anything quite like it, with the pandemic,
cost-of-living crisis and ongoing geopolitical
uncertainty all taking their toll. And yet, the team,
supported by the Board, successfully navigated
this period while at the same time pursuing their
goal of creating a science-led, customer-
focused business that is right at the centre of
the future of food. Everyone at Tate & Lyle
should be proud of that achievement.
Accelerating growth
Completing a major acquisition in the midst of
all this may seem counterintuitive. However, the
opportunity to do a transformational acquisition
with a company that’s one of the most admired
and high-quality businesses in our industry
does not come around very often. From our
earliest discussions with the executive team, the
Board was clear that this was the right decision
strategically, not least because CP Kelco’s
expertise in mouthfeel means Tate & Lyle now
has a leading position in an increasingly
important area of the food and beverage
industry. n other words, CP Kelco doesn’t just
complement Tate & Lyle’s growth ambitions, it
amplifies them.
David Hearn reflects on a year of
transformation for the company as
it builds a strong foundation for growth.
Chair’s statement:
A year of significant
strategic progress
David Hearn \ Chair
STRATEGIC REPORT
8
Tate & Lyle PLC Annual Report 2025
CHAIR’S STATEMENT CONTINUED
A company’s culture is a key consideration for
any Board in any year, but it is especially
important when acquiring a business, since
culture can make or break it. So, while the
similarities in our markets, customers and
products matter, we were pleased to see that the
two companies share common attributes that
would otherwise take years to embed – namely
a strong sense of purpose driven by talented
people who are committed to doing work that
leaves a positive legacy.
Like Nick, have been particularly impressed
with the care taken to treat everyone – CP Kelco
and Tate & Lyle people alike – fairly throughout
this period. This has included an objective
review of every job at every level of the business
to embed our ‘best of both’ approach,
supported by regular, clear communications to
help everyone understand what the restructured
business means for them. know from my own
experience of guiding companies through
acquisitions that, while exciting, they create
uncertainty, so would like to thank everyone for
their patience during this time.
Our commitment to our purpose
am not, however, surprised by this commitment
to treating people with real consideration, since
it is at the heart of Tate & Lyle’s purpose of
Transforming Lives through the Science of Food
– a sense of purpose shared equally by the
CP Kelco team. As said in my statement last
year, Tate & Lyle is a company that genuinely
cares about the planet and its people, about
doing business in the right way and sticking to
its principles. n an increasingly uncertain world,
holding firm to these values is more important
than ever.
Tate & Lyle’s continued commitment to
sustainability is another clear demonstration of
our principles. Not just because it’s the right
thing to do, but because it strengthens the
resilience of our supply chain in the face of
climate-related impacts. For that reason, the
Board is pleased to see Tate & Lyle continuing to
set a high bar for its environmental and social
ambitions, including, in May 2024, setting
ambitious new science-based targets for
absolute greenhouse gas emissions reductions.
Sustainability will remain an important area of
focus for the Board in the coming year as we
support the executive team in ensuring the
combined business retains that sense of
ambition while delivering on the growth
opportunities ahead.
An evolving Board
The acquisition of CP Kelco brought two new
members to the Board from its former parent
company, Huber, now Tate & Lyle’s new
long-term shareholder. The Board and are
delighted to welcome Glenn M. Fish and
Cláudia Vaz de Lestapis, and are grateful for
their valuable contributions, which are already
enriching our discussions.
As well as our two new Huber representatives,
the Board saw a number of other changes this
year, with the retirement of non-executive
directors Lars Frederiksen and Sybella Stanley,
who both reached the end of their nine-year
terms. Sybella stepped down from the Board on
31 December 2024 and Lars will leave the Board
after the 2025 AGM in July. Patrícia Corsi also
stepped down from the Board from 31 March
2025 due to scheduling conflicts with her
executive responsibilities elsewhere. Finally, we
said farewell to Dawn Allen, who stepped down
as Chief Financial Officer in September 2024 to
take on the same role at Haleon plc. On behalf
of the Board, ’d like to thank them all for their
outstanding contribution to Tate & Lyle, and to
extend my personal thanks for their support in
my first year as Chair.
Their departure of course means we welcomed
new Board members. Sarah Kuijlaars joined as
Chief Financial Officer in September 2024 as
we were completing the CP Kelco acquisition,
and her input was invaluable as we finalised this
process. Earlier in the year, we welcomed Jeff
Carr, who joined the Board in April 2024 as a
non-executive director and then became Chair
of the Remuneration Committee in January
2025. We also look forward to welcoming Steve
Foots who, subject to his election at the AGM,
will join as a non-executive director in July 2025.
An exciting future ahead
said in my statement last year that joined
Tate & Lyle at an exciting time for the company.
That sense of excitement has only grown in the
last 12 months, and look forward to working
alongside my fellow Board members and our
highly capable executive team as we accelerate
Tate & Lyle’s focus on growth.
David Hearn
Chair
Dividend
Tate & Lyle has a strong and consistent
track record of paying dividends to
shareholders. n the context of our
growth-focused strategy, the Board
operates a progressive dividend policy.
The Board is recommending a final
dividend of 13.4p per share, bringing
the total dividend for the year ended
31 March 2025 to 19.8p per share, an
increase of 3.7%. This will be paid on
1 August 2025 to shareholders on the
Register on 20 June 2025.
19.8
pence per share
Full-year dividend
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
9
Nick Hampton reflects on the year’s performance,
the combination with CP Kelco and the growth
opportunities ahead.
Robust financial performance
ncluding CP Kelco from the date of acquisition
on 15 November 2024, Group revenue was 8%
higher and adjusted EB TDA grew by 18%. On
a pro forma basis, which assumes we acquired
CP Kelco on 1 April 2024 (with comparative
figures similarly adjusted), Group revenue was
3% lower and adjusted EB TDA 5% higher.
Looking at Tate & Lyle’s performance
excluding CP Kelco, Group revenue was 5%
lower reflecting the pass-through of input cost
deflation, while adjusted EB TDA grew by 4%.
Food & Beverage Solutions delivered EB TDA
growth of 2% with revenue 7% lower. Demand
for Sucralose remained steady with revenue
increasing by 16% and EB TDA up 18%.
Productivity was, once again, excellent with
US$50 million savings in the year.
Turning to CP Kelco’s performance, on a pro
forma basis
1
for the full year ended 31 March
2025, revenue was 3% higher and adjusted
EB TDA was up 9%. Adjusted EB TDA margin
was 100bps higher, ahead of our acquisition
plan and reinforcing our confidence in its
phased margin recovery.
Bringing it all together and including CP Kelco
from its acquisition, Group adjusted profit
before tax was 9% higher and adjusted earnings
per share were up 4% at 50.3p. On a statutory
basis, Group revenue was 5% higher, while
profit before tax on continuing operations was
significantly lower at £88 million reflecting
higher exceptional costs and costs related to
the acquisition.
Free cash flow was also excellent at £190 million,
up £20 million, with cash conversion of 82%,
well ahead of our target of 75%. Net debt at
31 March 2025 was £961 million, £808 million
higher mainly due to the cash cost of the
acquisition of CP Kelco. Net debt to EB TDA
leverage
1
at 2.2 times was better than
anticipated at the time of the acquisition.
Organic return on capital employed (ROCE)
was 180bps higher, while reported ROCE which
included CP Kelco from its acquisition was
460bps lower at 12.8%.
The transformation of Tate & Lyle
has positioned us at the centre of
the future of food, ready to meet
growing demand for healthier,
tastier and more sustainable food
and drink.
This has been a landmark year for Tate & Lyle.
Our combination with CP Kelco, completed in
November 2024, preceded by the sale of our
remaining interest in Primient in June 2024,
transformed us into a growth-focused speciality
food and beverage solutions business. One with
leading positions across our three platforms –
sweetening, mouthfeel and fortification –
supported by strong scientific and solutions
expertise. A business with a deep commitment
to serving our customers, and to meeting
growing consumer demand for healthier, tastier
and more sustainable food and drink.
At the same time, the business delivered robust
financial results, achieving volume and profit
growth despite muted consumer demand. We
continued to deliver our growth strategy,
including launching new products, technologies
and partnerships to deliver ingredients and
solutions for our customers more quickly.
We also made progress against our purpose
targets, including a significant reduction in
greenhouse gas (GHG) emissions in our supply
chain from our regenerative agriculture
programmes.
That we have achieved so much in one year
demonstrates our people’s unrelenting focus
and passion for what we do, and would like to
thank all of them for their continued support
and commitment – to our business, to our
purpose and to each other.
Nick Hampton \ Chief Executive
Chief Executive’s review:
Focused on
accelerating growth
1 Pro forma financial information is presented as if CP Kelco was
acquired on 1 April 2024, with comparative information as if it
was acquired on 1 April 2023.
STRATEGIC REPORT
10
Tate & Lyle PLC Annual Report 2025
CHIEF EXECUTIVE’S REVIEW CONTINUED
Sale of Primient
As part of our transformation, in 2022, we sold
a controlling interest in Primient, our North
American commodity business, to KPS Capital
Partners (KPS). n May 2024, we agreed to sell
our remaining 49.7% interest in Primient to KPS
for US$350 million (£277 million). This sale was
completed on 27 June 2024. The Board
returned the net cash proceeds from this sale
of around US$270 million (£216 million) to
shareholders by way of an on-market share
buyback programme. Across the two Primient
transactions, we received total gross proceeds
of £1.4 billion.
Blending the best of Tate & Lyle
and CP Kelco
Over the last seven years, Tate & Lyle has
undergone a major strategic transformation
to become a growth-focused speciality food
and beverage solutions business aligned to
attractive structural trends and growing
consumer demand for healthier, tastier and
more sustainable food and drink. This has
included a much sharper focus on customers
and key categories, increased investment in
innovation and solution selling capabilities, and
the strengthening of our sweetening, mouthfeel
and fortification platforms through new product
development and acquisitions. The combination
with CP Kelco significantly accelerates our
strategy and our goal to become the solutions
partner of choice for customers. am very
excited about the scale of the opportunity
it brings.
At a practical level, our two businesses operate
in many of the same markets, serving similar
customers in the same four core categories:
beverage; dairy; soups, sauces and dressings;
and bakery and snacks. As well as deepening
our category expertise, the combination creates
a unique portfolio of ingredients and solutions
capabilities that will help unlock new
opportunities in our chosen markets. While
we’re already a leader in sweetening and
fortification, combining our speciality food
starches with CP Kelco’s pectin and speciality
gums means we now have a leading position in
mouthfeel too, an area that is increasingly
important to our customers. This is because
when they reformulate their products – whether
to reduce sugar and calories, optimise costs or
simply keep their brands differentiated – it is
mouthfeel that is often compromised, along
with the taste. Our enlarged portfolio and
broader expertise mean we can better predict
and modify mouthfeel, providing a key
differentiator in the solutions we provide
our customers.
Making good progress on integration
’ve talked to a lot of stakeholders this year about
the combined business – including customers,
employees and shareholders – and have heard
broadly the same message from everyone: they
are as excited as am about the potential of the
combined business, but they want us to get to
work quickly. And we are. We’ve made a fast
start to the integration with progress to date in
line with our plan, and am confident in our
ability to complete that plan well. Combining
large businesses is always a lengthy and
complex process, and it often fails because
the two companies are too different or lack
cultural alignment. That’s not the case here.
Once we announced the combination in June
2024, we set up a joint integration team with
representatives from both businesses who
worked together to prepare a comprehensive
integration plan. t was clear from an early stage
that the cultural similarities we share make us
an excellent fit. Both companies are driven by
a deep sense of purpose, underpinned by a
strong culture, clear values, and a commitment
to doing business in the right way.
t was very encouraging that, as planned, on
1 April 2025, we started operating as one
combined business. Since then, it’s been really
exciting to see the way our people are now
working together as one team and, importantly,
the positive engagement from our customers
to our enlarged portfolio and capabilities.
Organising to accelerate growth
The acquisition of CP Kelco has given us the
opportunity to take a thorough look at the way
our business is organised and restructure it
where needed so we have the right roles, with
the right people in those roles, to accelerate
growth. While many of the employees ’ve
spoken to are excited about the benefits of the
integration, ’m well aware that the process has
been uncertain and difficult for some as they
have waited to hear what it meant for their own
future. ’m grateful for the patience all our
people have shown during this period.
Communication is critical in these
circumstances, and throughout the integration
process we’ve shared regular updates with
people in both businesses, encouraging them to
ask questions and share their views. We’ve also
aimed to treat everyone fairly and with respect.
Strengthening our leadership team
To ensure we are drawing on the deep
experience and skills of both businesses, in
November 2024 we announced a new
Executive Committee to lead the enlarged
business (see pages 85 and 86 for more details).
The Committee includes some new roles
focused on delivering our key priorities.
The role of Chief Commercial and
Transformation Officer has been created to
work with our commercial teams to accelerate
growth with our customers. n addition, Didier
Viala, CP Kelco’s former Chief Executive, has
become Chief Solutions Development Officer,
charged with strengthening our solutions
offering for customers. Having established our
new regional operating structure, Jérôme Béra,
also from CP Kelco, took on responsibility for
the newly formed Europe, Middle East and
Africa region. At the same time, Remington Zhu,
previously our General Manager in China, joined
the leadership team as President, Asia Pacific.
And Bill Magee, previously President, North
America, added Latin America to his remit to
become President, Americas.
Another new addition to our leadership team
this year was Sarah Kuijlaars, who joined us as
Chief Financial Officer in September 2024.
Sarah has brought a wealth of financial,
commercial and international knowledge to
Tate & Lyle. Her experience and financial
leadership is proving invaluable as we continue
to deliver on our growth agenda.
CONNECTING WITH
COLLEAGUES
Communication is a key part of any
integration programme and both and
my leadership team took time to visit
Tate & Lyle and CP Kelco sites to talk
about the benefits of the combination
and to answer questions on the
integration.
San Diego, California, US
Lille Skensved, Denmark
São Paulo, Brazil
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
11
CHIEF EXECUTIVE’S REVIEW CONTINUED
A strategic acquisition
for a stronger future
The combination of Tate & Lyle and CP Kelco has created
a leading global speciality food and beverage solutions
business and represents a significant acceleration in the
delivery of our growth-focused strategy.
Who is CP Kelco?
CP Kelco is a global leader in nature-based
speciality ingredients. ts main product is
pectin, which occurs naturally and is
generally made from the peel of citrus
fruits. CP Kelco also makes a range of
speciality gums, and has other smaller
product lines, such as citrus fibre and whey
protein concentrate. t operates seven
production facilities across the world
supported by two global innovation centres
and nine regional application centres, all
of which are now part of the Tate & Lyle
network. CP Kelco generates almost half
of its revenue from the larger, fast-growing
markets of Asia, Middle East, Africa and
Latin America.
The addition of CP Kelco’s plant-based
portfolio to Tate & Lyle makes us even better
placed to benefit from the growing consumer
preference for healthier and cleaner label
products. Pectin is a key ingredient in many
clean label solutions and, together with a
highly functional speciality gums portfolio,
is frequently used by customers to tackle
1 Deferred share consideration is contingent on Tate & Lyle’s volume-weighted average price for the 30 trading days ending on and
including the date that is two years following completion of the transaction, with the full 10 million shares to be issued if Tate & Lyle’s
share price over such period is at least £10. No deferred share consideration will be payable if Tate & Lyle’s share price over such period
is £8.50 or below.
of CP Kelco’s revenue is from its mouthfeel
platform
see pages 22 and 23 for more details
on mouthfeel.
of CP Kelco’s food-related revenue is
in Tate & Lyle’s four core categories
see page 25 for more details of our four
core categories.
of CP Kelco’s revenue is from the faster
growing markets of Asia, Middle East,
Africa and Latin America.
77
%
90
%
46
%
gelling, thickening and stabilisation challenges.
Citrus fibre is used to add nutrition to an
increasing number of consumer products.
What were the details
of the transaction?
Tate & Lyle acquired CP Kelco from J.M. Huber
Corporation (Huber) for US$1.8 billion
(£1.4 billion) on a cash-free, debt-free basis.
£807 million was paid in net cash and 75 million
new Tate & Lyle shares were issued to Huber.
n addition, there is deferred consideration of
up to 10 million additional shares, which will be
delivered to Huber approximately two years
after completion, subject to performance
criteria based on an increase in Tate & Lyle’s
share price.
1
The headline consideration
represented approximately 10 times CP Kelco’s
EB TDA for the year ended 31 December 2023,
including the cost synergies. The acquisition
was completed on 15 November 2024.
What was the strategic rationale?
CP Kelco is a perfect fit with Tate & Lyle’s growth
strategy. The combination of our speciality food
starches and CP Kelco’s pectin and speciality
gums makes Tate & Lyle a leader in mouthfeel
solutions, a critical driver of customer solutions
(see pages 22, 23 and 26 for more details).
The combination also significantly strengthens
our customer offering across our sweetening
and fortification platforms, and our four
core categories.
What are the scientific
benefits of the combination?
t will accelerate R&D and innovation through
the combination of our world-class scientific,
technical and applications expertise. CP Kelco
is a leading innovator in fermentation and
extraction-driven ingredients, while Tate & Lyle
is an expert in bioconversion, fractionation
and separation science. These are highly
complementary scientific capabilities and
together they will open up new opportunities
for us to develop the next generation of food
ingredients and solutions.
What are the financial
drivers of the transaction?
The combined business will strengthen
Tate & Lyle’s financial performance. Over the
medium term, Group revenue growth is
expected to be towards the higher-end of our
4-6% range and the combined business is
expected to drive adjusted EB TDA margin
improvement and strong cash generation.
Run-rate cost synergies of at least
US$50 million (£40 million) is targeted by the
end of the 2027 financial year. n addition,
reflecting the strong complementarity of the
two businesses, the combination is expected
to generate revenue synergies of up to 10% of
CP Kelco’s revenue over the medium term.
Pectin is made from the peel of citrus fruits
STRATEGIC REPORT
12
Tate & Lyle PLC Annual Report 2025
Our growth framework
We deliver our strategy through our growth framework,
based on four pillars with serving customers at the core.
CHIEF EXECUTIVE’S REVIEW CONTINUED
Investing in growth
Aside from the integration, we’ve continued to
make good strategic progress in other areas
during the year.
Innovation and new partnerships
nnovation is a key driver of our strategy and
we invested US$80 million in innovation and
solution selling during the year.
Our innovation pipeline continued to perform
well with New Product revenue increasing 9%
on a like-for-like basis,
1
with strong growth in
fibres. Revenue was up 2% on a reported basis.
The value of solutions-based new business wins
was 21% of revenue, in line with last year, with
strong solutions performance in North America
and Europe.
We’ve established new partnerships to
accelerate the design and delivery of new
ingredients and solutions for our customers,
and to strengthen the resilience of our supply
chain. For example, in October 2024, we entered
into a partnership with Manus, a leading
bio-alternatives scale-up platform, to expand
access for our customers to natural sugar-
reduction solutions. The first ingredient to
be jointly introduced by this partnership is
stevia Reb M, marking the first large-scale
commercialisation of an all-Americas-sourced,
manufactured and bio-converted stevia Reb M
ingredient. This partnership enhances supply
chain security and reliability for our customers,
while also paving the way for other innovative
stevia ingredient solutions.
Strengthening supply chain security for our
customers is becoming even more important
given the increasing economic protectionism
we are seeing in some of the markets we
operate in. Our global network of manufacturing
facilities and labs means we are well-placed
to serve our customers in their local markets.
And we boosted our ability to do this during
the year by establishing new partnerships for
locally produced food starches in Latin America
and China.
The power of technology
A great example of how we’re harnessing the
power of new technology was the launch in
October 2024 of our new Automated
Laboratory for Ingredient Experimentation, also
known as ALF E, at our Customer Collaboration
and nnovation Centre in Singapore. ALF E
allows us to run characterisation tests around
10 times faster than before, while greatly
enhancing our modelling capabilities. This
helps us trial new ingredients more efficiently
and create new mouthfeel solutions for
customers more quickly. And it’s not limited to
Singapore – ALF E can also be used remotely
by scientists at our Centre in Hoffman Estates
near Chicago, US, boosting productivity and
collaboration capabilities.
Growth capacity
We continue to invest in growth capacity.
n May 2024, we opened new capacity for
non-GMO PROM TOR® Soluble Fibres at our
facility in Boleráz, Slovakia, representing a
€25 million investment.
The assets we acquired from CP Kelco are
also well-invested after a major capital
expenditure programme of more than
US$400 million over the three years prior to
our acquisition to increase capacity and
productivity for speciality gums, and to drive
innovation and sustainability for pectin.
However, following a strategic review of our
tapioca starch investment in Thailand, Chaodee
Modified Starch Co. Ltd., we have decided to
exit this operation. While tapioca starch remains
a key mouthfeel ingredient in the Asian market,
we have concluded that an alternate sourcing
model will better support our long-term growth.
CUSTOMERS
P
O
R
T
F
O
L
I
O
E
X
P
A
N
S
I
O
N
Build category insight
Strengthen customer intimacy
Enhance formulation expertise
Grow above market
in developed markets
Accelerate growth in large,
fast-growing markets of Asia, Middle
East, Africa and Latin America
Increase investment
in R&D
Expand open
innovation
Leverage scientific
knowledge
Build on existing
strong platforms
Expand into new
platforms
Deliver
value-enhancing
acquisitions
KEY GROWTH ENABLERS
Science and technical know-how
Solutions capability
Global supply chain
Culture
Talent
A
C
C
E
L
E
R
A
T
E
I
N
N
O
V
A
T
I
O
N
I
N
T
E
G
R
A
T
E
D
S
O
L
U
T
I
O
N
S
M
A
R
K
E
T
F
O
C
U
S
Innovation is a key driver of
our strategy and we invested
US$80 million in innovation and
solution selling during the year.
1 Like-for-like is when no New Products are removed from
disclosure due to age.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
13
CHIEF EXECUTIVE’S REVIEW CONTINUED
Our purpose guides
every decision we make
Living our purpose
Everything we’ve done this year helps us deliver
our purpose of Transforming Lives through
the Science of Food. Our new colleagues at
CP Kelco are similarly committed to our purpose,
to successfully grow our business and have a
positive impact on society.
Supporting healthy living
t’s through our ingredients and technical
expertise that we can have the biggest impact
on nutrition and health. For example, over the
last five years, through our no- and low-calorie
sweeteners and fibres, we have removed
10 million tonnes of sugar from people’s diets –
equivalent to 40 trillion calories.
Our ability to reformulate food is a key growth
opportunity for us in the context of the current
debate on food processing. Processed food has
a critical role to play in feeding a growing global
population sustainably, affordably and with
better nutrition. There is widespread recognition
that a food classification based on processing
alone is over-simplistic, and scientists are
working hard to establish a more robust
classification of foods – ongoing work that we
support. Nutrition science shows that foods
that are high in calories, sugar and fat, and low
in fibre, can lead to poor health outcomes
if consumed in excess. And it’s clear that
many products classed as ultra-processed
are not nutritionally balanced, meaning that
reformulation is key. As an expert in
reformulation, taking sugar, calories and fat out
of food and adding fibre and protein, Tate & Lyle
is well-placed to help restore the nutritional
balance of foods, and we see this as a
significant growth opportunity.
Similarly, we believe the increased use of
anti-obesity medication is another significant
growth opportunity for us. Weight loss drugs
suppress the appetite, so as people eat less, the
nutritional density of the food they choose will
need to increase, such as food with added fibre.
And, more generally, losing weight will likely
encourage more people to make healthier food
and drink choices.
CARING FOR OUR PLANET
We care for our planet and help
protect its natural resources for
the benefit of future generations.
BUILDING THRIVING
COMMUNITIES
We help build thriving
communities where we
operate, and support people
to achieve their potential.
SUPPORTING
HEALTHY LIVING
We help people make healthier
and tastier choices when they
eat and drink, and lead more
balanced lifestyles.
C
A
R
I
N
G
F
O
R
O
U
R
P
L
A
N
E
T
S
U
P
P
O
R
T
I
N
G
H
E
A
L
T
H
Y
L
I
V
I
N
G
B
U
I
L
D
I
N
G
T
H
R
I
V
I
N
G
C
O
M
M
U
N
I
T
I
E
S
P
r
e
v
e
n
t
i
n
g
P
r
o
g
r
e
s
s
i
n
g
S
u
p
p
o
r
t
i
n
g
I
m
p
r
o
v
i
n
g
E
n
c
o
u
r
a
g
i
n
g
P
r
o
m
o
t
i
n
g
e
m
i
s
s
i
o
n
s
b
e
n
e
f
i
c
i
a
l
l
y
l
e
s
s
w
a
t
e
r
a
g
r
i
c
u
l
t
u
r
e
h
u
n
g
e
r
i
n
c
l
u
s
i
o
n
e
d
u
c
a
t
i
o
n
l
i
f
e
s
t
y
l
e
s
w
e
l
l
b
e
i
n
g
n
u
t
r
i
t
i
o
n
b
a
l
a
n
c
e
d
p
e
r
s
o
n
a
l
a
n
d
c
a
r
b
o
n
w
a
s
t
e
U
s
i
n
g
r
e
g
e
n
e
r
a
t
i
v
e
C
l
i
m
a
t
e
U
s
i
n
g
S
u
p
p
o
r
t
i
n
g
TRANSFORMING
LIVES THROUGH
THE SCIENCE
OF FOOD
United Nations Sustainable
Development Goals
(UN SDGs)
We focus on five of the UN SDGs
that most closely align to our
purpose and are where we can
have the most impact.
SDG 2 Zero hunger
SDG 3 Good health and
wellbeing
SDG 5 Gender equality
SDG 12 Responsible
consumption and
production
SDG 13 Climate action
To demonstrate our support
for the UN SDGs, we are a
participating member of the
UN Global Compact, a major
global sustainability initiative.
To find out more about our
purpose and how we are
delivering against our
commitments and targets, see
pages 34 and 35 and visit
www.tateandlyle.com/purpose
STRATEGIC REPORT
14
Tate & Lyle PLC Annual Report 2025
CHIEF EXECUTIVE’S REVIEW CONTINUED
An inclusive business
n January 2025, sent a message to all our
employees reaffirming our commitment to
Tate & Lyle being an inclusive business, where
all our employees can be seen, heard and
valued, and highlighting the benefit of our
teams reflecting the local communities we
serve. received more replies to this message
than any other in my seven years as Chief
Executive, which tells me something about the
kind of company we are – not just what we
aspire to be. As a global business founded on
scientific innovation, expertise and creativity,
we will continue to celebrate how our unique
differences generate better ideas and deeper
insights into our markets and customers.
Caring for our planet
We remain committed to making progress with
our environmental sustainability programme.
This is important not only to help address the
serious impacts of climate change on our planet
and natural resources, but because it also
strengthens the resilience of our supply chain
and supports our customers’ goals.
t was encouraging to see the good progress
we made this year against our environmental
targets, for both our operations and our supply
chain, with year-on-year improvements in our
key metrics. Scope 1 and 2 GHG emissions
were 23% lower from a 2019 baseline and our
Scope 3 Forest, Land and Agriculture GHG
emissions were 31% lower, benefiting from the
excellent performance of our corn and stevia
regenerative agriculture programmes and the
decarbonisation of our supply chain. The
purchase of electricity from renewable sources
increased from 12% in 2023 to 61% in 2024,
reflecting agreements signed with utility
providers during the year.
Work is underway to integrate CP Kelco into our
programme and we will report on our expanded
footprint next year. t’s been encouraging to see
that our new colleagues share the same
commitment to care for our planet. For example,
in April 2025, the CP Kelco pectin facility in Lille
Skensved, Denmark, opened the first phase of
a multi-year programme to decarbonise its
production. This first phase, to upgrade the
site’s evaporator system, has reduced the site’s
energy consumption by 6% and its carbon
emissions by 7%. Over the next two years,
we will carry out the second phase of this
programme, which will deliver more than 20%
reduction in both energy use and carbon
emissions at the site. This will be good both for
the environment and our business.
Significant growth potential
ended my review last year talking about the
challenges we face as a business, industry
and society as a result of increasing geopolitical
uncertainty and a challenging macroeconomic
environment. Those challenges have not
gone away and are expected to persist. But
as we have shown in the past, we are a
resilient business and we have the ability to
navigate them.
Our focus for the year ahead is on delivering
the benefits of the combination with CP Kelco
and accelerating top-line growth. The strategic
repositioning of Tate & Lyle to focus on
speciality food and beverage solutions, and the
investments we have made to strengthen our
ingredient portfolio and technical expertise,
have positioned us well to benefit from the long-
term trends towards healthier, tastier and more
sustainable food and drink. am confident in the
medium-term growth potential of our business
and look forward to the future with confidence.
Nick Hampton
Chief Executive
FINANCIAL
HIGHLIGHTS
Year ended 31 March 2025
Revenue
1
8
%
growth
Adjusted EBITDA
1,2
18
%
growth
Adjusted earnings per share
1,2
4
%
growth
Free cash flow
1
£20
m
increase
Productivity
3
US$50
m
savings
1 Results include CP Kelco from 15 November 2024;
percentage changes in constant currency.
2 Changes in alternative performance measures are in
constant currency and for continuing operations (for
definitions see Notes 1 and 4 in the financial
statements). See Additional information.
3 Tate & Lyle only, not including CP Kelco.
Outlook for year ending
31 March 2026
Given the significant benefits of the
combination with CP Kelco, we expect
the enlarged Tate & Lyle to deliver an
attractive medium-term financial
algorithm:
• Revenue growth towards the higher
end of our 4-6% range each year
• EB TDA margin improvement
• Strong cash generation.
Our predominantly regional production
model means we are well-placed to
supply customers. However, tariffs and
the associated uncertainty have
increased costs for both us and our
customers, mainly for products we supply
between the US and China.
While we await clarification on tariffs,
we currently expect, for the year ending
31 March 2026 in constant currency and
compared to pro forma
comparatives,
to deliver revenue growth at, or slightly
below, the bottom of our medium-term
range, with EB TDA growth ahead of
revenue balancing productivity, cost
synergies and investment in future growth.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
15
Tate & Lyle is a growth-focused speciality food and
beverage solutions business with leading global positions
in sweetening, mouthfeel and fortification. We create
high-value speciality ingredients and solutions that meet
growing global consumer demand for healthier, tastier
and more sustainable food and drink.
Our ingredients and solutions are used in
small quantities, but play a crucial role in
adding specific functionality, nutrition and
health benefits to our customers’ products.
We combine our understanding of consumer
trends and food and beverage categories
with leading-edge science and technical
expertise to develop new products, and
reformulate existing ones, to make food and
drink healthier and still taste great.
Reformulation sounds simple, but it’s far more
complicated than just swapping one ingredient
for another. Taste, texture, mouthfeel, shelf-life,
stability – all these have to be taken into account
when reformulating food and drink in our global
network of Research Centres and Customer
nnovation and Collaboration Centres (labs).
Taste is inherently local, which means that food
and drink also need to be adapted to different
regions and countries. We meet this demand
Our business:
What we do and
how we do it
through our three platforms of sweetening,
mouthfeel and fortification, our portfolio of
sweeteners, starches, pectins, speciality
gums, fibres and stabilisers, and our technical
expertise in our core categories – beverage;
dairy; soups, sauces and dressings; and bakery
and snacks. n doing so, we deliver the solutions
our customers need in their local markets
through our agile global supply chain.
Our combination with CP Kelco complements
our existing strengths, helping us create even
greater value for our customers across our core
platforms, categories and markets. t also brings
complementary scientific and formulation
expertise, expanding our solutions capabilities.
This will help unlock growth opportunities in our
existing categories and markets, as well as in
new ones.
The next pages explain what we do and how we
do it.
1 2 3 4 5 6 7 8 9 10
Our strategy
for growth is
built on
leading
positions…
in large and
attractive
markets…
driven by
increasing
global
demand for
healthier food
and drink.
We meet this
demand
through three
platforms...
focused on
four core
categories…
delivering the
solutions our
customers
need…
through our
leading
scientific
capabilities…
and an agile
global supply
chain.
This is
summed up in
our business
model…
with
performance
measured by
our KPIs and
progress
towards our
purpose
targets.
Page 17 Page 18 Pages 19
and 20
Pages 21
to 24
Page 25
Page 26
Pages 27
and 28
Page 29 Pages 30
and 31
Pages 32
to 35
16
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
OUR STRATEGY
Based on our leading market positions and scientific
and solutions capabilities, we strive to be a leading and
differentiated speciality food and beverage solutions business,
delivering sweetening, mouthfeel and fortification across our
four core categories.
LEADING MARKET POSITIONS
We have leading market positions in each of our three
platforms of sweetening, mouthfeel and fortification. Our
combination with CP Kelco significantly strengthens our
position in mouthfeel, as well as our ability to formulate across
the intersection of all three platforms. This means we can
provide our customers with a unique proposition as they look
to make their products healthier, tastier and more sustainable.
OUR PLATFORMS
OUR PLATFORMS
Sweetening | Mouthfeel | Fortification
OUR CORE CATEGORIES
• Beverage
• Dairy
• Soups, sauces
and dressings
• Bakery and
snacks
SWEETENING
• Sugar and calorie reduction
• Nutrition improvement
• Label improvement
MOUTHFEEL
• Enhance texture
• Sensory experience
• Clean label solutions
• Cost optimisation
FORTIFICATION
• Improve nutrition (fibres/protein)
• Add health benefits
• Sugar and calorie reduction
OUR STRATEGIC FOCUS
A leading and differentiated speciality
food and beverage solutions business
Our strategy for growth is
built on leading positions...
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
Sweetening – page 21
Mouthfeel – pages 22 and 23
Fortification – page 24
17
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
The global speciality food
ingredient market is worth
US$75 billion.
1
Large addressable market
Within the global speciality food ingredient
market, US$19 billion
1
is addressable by
Tate & Lyle’s three platforms. Through our
combination with CP Kelco we can access
a greater share of this addressable market,
which includes ingredients such as:
• high-intensity sweeteners
• nutritive sweeteners
• rare sugars and other sweeteners
• starches
• pectins
2
• gums
2
• fibres
• plant proteins.
More information about these ingredients can
be found on pages 21 to 24, which explain our
three platforms.
Majority of addressable market in
fast-growing regions
The majority of our addressable market is in
Asia, Middle East, Africa and Latin America,
along with 24% in North America. Asia is our
largest addressable market at 38%, which is
why it is such an important growth opportunity
for Tate & Lyle and why we are investing in
infrastructure, capabilities and new businesses
in the region.
1 Market research data, Tate & Lyle and BCG analysis.
2 New ingredients following combination with CP Kelco.
OUR ADDRESSABLE MARKET FOR
SPECIALITY FOOD INGREDIENTS
38
%
US$7.2
bn
23
%
US$4.3
bn
8
%
US$1.5
bn
7
%
US$1.4
bn
24
%
US$4.6
bn
North America
Asia
Europe
Latin America
Middle East and Africa
US$19
bn
1
...in large and
attractive markets...
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
18
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
Within our addressable markets,
there are a number of structural
global trends that are driving
changes in the way people
consume food and drink.
Food that supports healthier,
faster lifestyles
No matter where you look, societies and
governments are facing significant food- and
health-related challenges. n today’s more
urbanised world, people are leading less active
lives, generally eating too much and moving too
little – an unbalanced lifestyle that affects their
health. The incidence of diseases like obesity
and diabetes and issues with digestive health
and immunity are leading people to become
concerned about their health and wellbeing.
That’s why many people are increasingly
looking to choose healthier options when they
eat and drink. However, in the fast-moving,
digitally connected world we live in, they also
want food that helps them save time and effort,
as they manage their busy lives. They also want
to keep costs down.
Consumer demand for healthy and convenient
food is important given the growing debate
around the consumption of ultra-processed
foods. The processing of food plays a critical
role in providing people with safe, nutritious and
affordable food at scale. However, it is
recognised that foods with low nutritional
content – typically high in calories, sugar and
fat, and low in fibre – many of which are classed
as ultra-processed, can lead to poor health if
consumed in excess. n response, governments
around the world, who are increasingly
concerned about rising healthcare costs,
are introducing initiatives to support healthier
food choices. For example, the introduction
of front-of-pack labelling for sugar, fat and
salt content in Latin America, and calorie
information on menus in UK restaurants, cafés
and takeaways.
Changing diets
Meanwhile, demand for anti-obesity
medication is surging. n 2024, this market
exceeded US$30 billion
1
– a more than ten-fold
increase since 2020. Research suggests it could
exceed US$100 billion by 2030.
2
While losing
weight may encourage more people to make
healthier food and drink choices, weight loss
drugs suppress the appetite, so as people eat
less, the nutritional density of the food they
choose will need to increase, such as food with
added fibre.
ndeed, demand for gut-friendly ingredients like
fibre is increasing in light of growing research
showing links between healthy gut bacteria and
physical and mental health. Despite this, most
people still don’t get enough fibre in their diet.
For example, while the UK government
recommends adults consume 30g of fibre each
day, the average intake is estimated at only 18g.
3
More sustainable food, for more
people
At the same time, concern for our planet and its
natural resources, particularly the need to tackle
climate change, continues to grow. This is not
surprising given that food systems – what we eat;
how we grow, ship and cook our food; and how
we dispose of, and sometimes waste, it – account
1 iqvia.com.
2 JP Morgan research.
3 UK National Diet and Nutrition Survey.
4 United Nations.
for around one-third of global greenhouse gas
emissions.
4
One consequence of this is that
demand for plant-based food and flexitarian
diets is rising, as people choose food that is
better for them and for the planet. Consumers
are also looking for food they can trust. They
want to know exactly what goes into the food they
eat and where it comes from, examining labels
more closely and looking for simpler or ‘more
natural’ ingredients.
And while all this is happening, the world’s
population is growing rapidly, and people are
living longer. This will require a significant
increase in the quantity of food the world
produces, as well as its nutritional content.
Our growth opportunity
People’s desire for food and drink that is healthy,
tasty, convenient and more sustainable and
affordable all play directly into Tate & Lyle’s
areas of expertise. As an expert in taking sugar,
calories and fat out of food and adding fibre
and protein, we are well-placed to help both
restore the nutritional balance, and increase
the nutritional density of foods. And, as a
plant-based business, we aim to do this while
taking care of our planet and its natural
resources. Our goal is not just to feed people,
but to feed them well.
GLOBAL TRENDS
26
%
estimated increase in global population by
mid-2080s
5
43
%
of adults aged 18 years and over are overweight
6
9
%
of the US population expected to be users of
anti-obesity medication by 2035
7
60
%
of European consumers believe taste is the most
critical aspect of food and drink
8
38
%
of food and drink launches globally in 2024 had
a transparency claim
9
5 United Nations Population Division, global data.
6 World Health Organization, global data.
7 Morgan Stanley research.
8 Mintel: markets include France, Germany, Italy, Poland
and Spain.
9 Mintel: Claims match one or more of; environmental
claims, natural, organic, non-GMO, no artificial flavours,
preservatives or additives.
...driven by increasing global
demand for healthier food and drink.
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
19
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Consumer trends
Along with global trends such
as population growth, we see six
key consumer trends driving how
people are purchasing and
consuming food and drink
(see right). These trends are
influenced by four main factors:
Desire to be in control of what we eat and drink.
People want to understand what’s in the food
they are buying and to ensure it reflects their
values. Transparency about the sustainability of
products, nutritional claims and clear labelling
are important areas.
Desire for healthier food. People are looking for
products that are lower in sugar, calories and fat,
and that contain additional nutrition such as
fibre and protein. Healthy living has matured
from a trend to a lifestyle choice, with
consumers looking for food and drink options
that help them look and feel good.
Desire for convenient, responsible choices.
Busy, stressful lifestyles mean more people
want hyper-convenient, hassle-free food
without compromising taste. At the same time,
they are choosing diets that support their health
and the planet, and want food that meets high
safety and quality standards.
Cost-of-living crisis. This continues to affect
people around the world, and value for money
is a key part of purchasing decisions. The
strain on food budgets means consumers are
increasingly looking at new and creative ways
to cook the food they enjoy affordably.
• Reduce sugar and calories
• Taste experience
• Improve nutrition
• Optimise cost
• Improve label
• Enhance texture and
mouthfeel experience
• Sensory experience
• Clean label
• Optimise cost
• Increase nutrition from fibres
and protein
• Add health benefits
• Reduce sugar
CONVENIENT SUSTAINABLE AFFORDABLETAST YHEALTHY
SWEETENING MOUTHFEEL
FORTIFICATION
OUR PORTFOLIO IS ALIGNED TO CONSUMER TRENDS
THESE SOLUTIONS ARE DELIVERED THROUGH OUR THREE PLATFORMS
SOLUTIONS REQUIRED TO MEET WHAT CONSUMERS WANT
WHAT CONSUMERS ARE LOOKING FOR IN THEIR FOOD
RESPONSIBLE
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
20
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
Tate & Lyle has over a hundred
years of sweetening experience
and is a leading provider of
sweetening solutions.
Removing sugar from a product sounds simple
but sugar does much more than just sweeten
– it lowers the freezing temperature, raises the
boiling point, and acts as a bulking ingredient.
Sometimes sugar acts as a preservative and
sometimes it provides the ability to hold water
and moisture. So understanding the complexity
of sweetening solutions and the interaction of
different sweeteners is vital. Probably the
greatest challenge is making sure products
maintain the same sensory experience after
sugar has been removed. Through our portfolio
of sweeteners, mouthfeel ingredients and fibres,
we can build back the taste and mouthfeel
experience people love.
The addressable market for speciality ingredients
for sweetening is around US$5.2 billion.
1
While
this is a significant market, the real growth
opportunity lies in further penetrating the large
market for sugar, which still has around an 80%
share of the global sweetening market.
SUGAR AND CALORIE REDUCTION TOOLBOX
Non-nutritive sweeteners
Low-calorie
rare sugar
Functional sugar
replacement
Nutritive
sweetener
Stevia Monk fruit Sucralose Allulose Maltodextrin Fructose
Times sweeter than sugar (sucrose)
200-300x 150-200x 600x 0.7x 0.2x 1.2x
KEY ATTRIBUTES OF OUR INGREDIENTS AND SOLUTIONS
REDUCE
SUGAR AND
CALORIES
TASTE
EXPERIENCE
IMPROVE
NUTRITION
OPTIMISE
COST
CLEANER
LABEL
Labelling, claims and regulatory approvals may vary by country.
We meet
this demand
through three
platforms:
sweetening...
1 Market research data, Tate & Lyle and BCG analysis.
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
21
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
There are 77 words to
describe food texture
and sensation in the
English language, 144
in Chinese and 445 in
Japanese.
1
MOUTHFEEL EXPERIENCE
VISUAL TEXTURE
Even before we put food
in our mouths, we can
already see that it is shiny,
or rough, or that it
looks grainy.
TACTILE SENSATIONS
Mouthfeel includes the tactile
aspects of texture perception
during food consumption.
It refers to what a person
feels in the mouth.
AUDIBLE SENSATIONS
Mouthfeel also includes the
audible sensations of food.
For example, the loudness
of the sound of biting
into a cracker.
...mouthfeel...
Mouthfeel is the texture and
sensation you experience when
consuming food and beverages.
This includes how food tastes,
sounds and feels in your mouth.
Didier Viala \ Chief Solutions Development
Officer
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
Liking a food is often highly
dependent on how it feels in
the mouth, and mouthfeel is an
increasingly important area of the
food matrix. Tate & Lyle’s ability to
predict and modify mouthfeel is a
key differentiator in the solutions
we provide to our customers.
What is mouthfeel?
Most people choose food based on how it
tastes. But getting that taste right means
mastering all aspects of food formulation –
including mouthfeel. Mouthfeel is all about the
texture and sensation we experience when we
eat and drink, from how food looks, to the way it
sounds and physically feels in our mouth.
Consider the pleasure of eating a mousse
dessert. t’s not just the taste but the whole
sensory experience. From the way it looks so
light and fluffy, to the soft sound it makes as you
dig in, and that delicate, airy texture that melts
on your tongue. That’s mouthfeel in action – a
complex, multisensory experience that turns
eating into something much more.
Why is mouthfeel important?
Getting mouthfeel right in food and drink is key
to achieving consumer satisfaction, and to
persuading consumers to purchase or re-
purchase food and drink. This is why getting
mouthfeel right is crucial for the differentiation
and longevity of our customers’ products. But
getting mouthfeel right is not easy. Mouthfeel is
complex to formulate because of its different
and multifaceted sensations such as appearance,
touch, taste and sound. Taste and texture are
also inherently local; what feels and tastes rich
and creamy in one part of the world may seem
like paste in another. So it’s essential we can
identify what mouthfeel consumers around the
world prefer.
Is mouthfeel more than taste?
Mouthfeel is not just about our taste buds. When
we eat, taste receptors in our mouth pick up on
taste, while nerve cells allow the perception of
touch and temperature, as well as help our teeth
gauge how crunchy or chewy something is. All
of this data rushes to our brain’s somatosensory
cortex in an instant, helping us decide whether
we are enjoying what we’re eating – or not.
While it seems straightforward, there is a lot of
science behind the way we perceive mouthfeel
– besides tactile sensations, other senses, such
as sight and sound, also play an important role.
1 Fumiyo Hayakawa, ‘Theory of food in contemporary society’.
22
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
MOUTHFEEL TOOLBOX
1 Labelling, claims and regulatory approvals may vary by country.
2 Pectin, gellan gum, citrus fibre and carrageenan are four ingredients added to our portfolio by the combination with CP Kelco.
KEY ATTRIBUTES OF OUR INGREDIENTS AND SOLUTIONS
ENHANCE
TEXTURE AND
MOUTHFEEL
EXPERIENCE
SENSORY
EXPERIENCE
CLE AN
L ABEL
OPTIMISE
COST
2 Market research data, Tate & Lyle and BCG analysis.
Tate & Lyle: an expert in mouthfeel
As the food industry evolves and consumers
increasingly look for healthier, tastier and more
sustainable foods, the approach to food
formulation is changing. When our customers
reformulate their products – whether to reduce
sugar and calories, optimise costs or to keep
their brands differentiated – the taste and
mouthfeel is often compromised. Therefore,
having a comprehensive understanding of the
overall sensory experience and the science of
taste, including texture and mouthfeel, is critical.
That’s where Tate & Lyle comes in. Through our
broad portfolio, deep consumer insights and
cutting-edge science, we are leading experts in
mouthfeel. Following the combination with
CP Kelco, we’ve significantly expanded our
mouthfeel and texturant portfolio, adding
pectins and speciality gums to the starches and
stabilisers we already make. These ingredients
provide a range of functional benefits including
gelling, modifying viscosity, suspending and
thickening. n simple terms, that means our
starches, gums and stabilisers ensure snacks
remain crispy, beverages deliver a full and
lasting taste, cakes don’t crumble, frozen meals
remain stable and yoghurts have a rich and
indulgent texture.
We see mouthfeel as a significant growth
opportunity for Tate & Lyle with an estimated
addressable market of around US$7 billion.
2
MOUTHFEEL CONTINUED
Pectins, gums and
starches provide
a range of functional
benefits including:
Gelling
Viscosity
modification
Suspending Thickening Stabilising
SOME INGREDIENT EXAMPLES...
23
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
...fortification...
Our fortification portfolio is made
up of dietary fibres and a small
amount of plant protein.
The World Health Organization recommends that
adults eat at least 25g of fibre every day, but most
people are not getting enough, and in many
cases nowhere near enough.
This is important, since a low fibre intake can
disrupt the beneficial gut bacteria that research
shows affects everything from heart and liver
health to our mood and quality of sleep. So
‘bridging the fibre gap’ is a key challenge for
both consumers and food and beverage
manufacturers.
As a global leader in soluble fibres, Tate & Lyle
is well positioned to help consumers bridge this
gap. Fibres have distinctive attributes in many
food and beverage categories, including sugar
and calorie reduction as well as fortification,
which means our solutions can help increase
the nutritional content of foods we eat every day.
Our fortification toolbox includes the broadest
range of fibres on the market, as well as our
chickpea protein and flour products. While a
small business for us today, our ability to offer
sustainable, plant-based protein solutions is
generating strong customer collaboration
opportunities.
We see fortification as a significant growth
opportunity for Tate & Lyle with an estimated
addressable market of around US$6.5 billion.
1
With increasing consumer awareness of the
importance of fibre in the diet throughout life, we
see this opportunity growing strongly over time.
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
1 Market research data, Tate & Lyle and BCG analysis.
FORTIFICATION TOOLBOX
Dietary fibres Plant protein
Offers a variety of fibre
content and health
benefit claims
Helps promote
healthy digestion
and satiety
Provides significant
health benefits including
improved intestinal
function
Used mainly in
health foods and
infant formula
Used in vegan,
gluten-free, non-GMO,
clean label products
KEY ATTRIBUTES OF OUR INGREDIENTS AND SOLUTIONS
INCREASE NUTRITION FROM
FIBRES AND PROTEIN
ADD HEALTH BENEFITS REDUCE SUGAR
Labelling, claims and regulatory approvals may vary by country.
24
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
Through our three platforms of
sweetening, mouthfeel and
fortification, we focus on four core
categories of beverage; dairy;
soups, sauces and dressings; and
bakery and snacks.
Our addressable market is US$19 billion
1
,
70% of which sits in these four core categories.
The other 30% sits in categories such as
confectionery and infant nutrition where we
have regional capabilities. Our combination with
CP Kelco significantly expands our offering,
since around 90% of CP Kelco’s food-related
revenue comes from our four core categories.
Our new CP Kelco colleagues also bring
expertise in new categories for Tate & Lyle, like
personal care, where our ingredients provide
high-performing and sustainable alternatives to
ingredients derived from petrochemicals.
We have experts in consumer insights who
analyse consumer and category trends in their
region and by country to identify the relevance
and growth potential of various sub-categories
within our four core categories. These insights
are the foundation of how we decide which
sub-categories to focus on. We also talk with
customers to understand their priorities and we
analyse the size of the sub-categories to ensure
they have a large enough addressable market
and an attractive growth rate.
...focused on four core categories...
BEVERAGE DAIRY
SOUPS, SAUCES
AND DRESSINGS
BAKERY AND SNACKS
Within each of our four core categories, there are numerous sub-categories offering
opportunities for higher growth. Here are some examples:
• Ready-to-drink tea
• Carbonates
• Juice
• Yoghurt
• Dairy desserts
• Dairy alternatives
• Sauces
• Ready meals
• Salad dressings
• Biscuits
• Cereals
• Snack bars
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
1 Market research data, Tate & Lyle and BCG analysis.
OUR CORE CATEGORIES
25
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
I
n
s
i
g
h
t
s
Creating
solutions
for our
customers
E
x
p
e
r
t
i
s
e
A
p
p
l
i
c
a
t
i
o
n
s
C
a
t
e
g
o
r
y
C
o
n
s
u
m
e
r
R
e
g
u
l
a
t
o
r
y
P
r
o
t
o
t
y
p
i
n
g
N
u
t
r
i
t
i
o
n
F
o
r
m
u
l
a
t
i
o
n
S
e
n
s
o
r
y
…delivering the solutions
our customers need…
By bringing together our
applications capabilities, category
expertise and our broad portfolio
of ingredients, we can formulate
solutions for our customers across
the intersection of sweetening,
mouthfeel and fortification.
Our customers increasingly rely on the
innovation expertise of ingredient and solutions
suppliers like Tate & Lyle to solve the challenges
of food reformulation, and to deliver nutritional
improvements and taste. We take crops, such
as stevia, corn, citrus peel and chickpea and,
using more than a century of scientific and
technical know-how, turn them into highly
functional food ingredients and solutions.
Through our three platforms of sweetening,
mouthfeel and fortification, we help make
healthy food tastier and tasty food healthier.
This includes removing sugar and fat and
adding fibre and protein to help improve
the nutritional content of food without
compromising on taste and texture.
Formulating across our three
platforms
Our greatest strength lies in our ability to
formulate across the intersection of all three
platforms. Reformulation is a complex process
because we have to consider everything from
taste and texture to shelf-life and stability.
Removing fat might be good for our health, but
it can affect the way a food feels in our mouth,
while removing sugar is about more than
swapping one sweet ingredient for another.
Through the combination of Tate & Lyle and
CP Kelco, we’ve deepened our expertise,
creating stronger links – as well as new ones –
between our platforms to reformulate foods to
meet a range of consumer needs. For example,
we’ve developed a new system that combines
our starch ingredients with our new speciality
gums to develop a range of recipes for
mayonnaise with varying quantities of oil, and
with and without eggs. As well as reducing the
cost of a key ingredient, our solution offers a
50% reduction in calories without compromising
the traditional mouthfeel of a full-fat mayonnaise.
Creating solutions for customers
With consumer trends changing all the time,
it’s more important than ever that we work
collaboratively with our customers to develop
the integrated solutions they need. To do this in
the most efficient way, we have developed a
‘chassis’ approach for our solutions, tailoring a
core solution to meet local tastes and specific
challenges. Take sugar reduction in yoghurt, for
example. Our underlying approach and solution
would be broadly similar for a customer wanting
to replace sugar to reduce the cost of a yoghurt
in Brazil, as a customer wanting to reduce
calories in a yoghurt in China. But the specific
taste and mouthfeel must be tailored to reflect
the specific needs of the product in that region,
so we take the base chassis and add to or adapt
it accordingly.
To help us understand better – and respond
more quickly to – those challenges and
preferences, we work with customers at the
earliest stages of solutions development, via
our global network of Customer nnovation
and Collaboration Centres, strengthening our
position as their partner for growth.
CREATING SOLUTIONS
FOR OUR CUSTOMERS
INNOVATION AND
SOLUTION SELLING
Year ended 31 March 2025
New Products as a percentage of
Food & Beverage Solutions revenue
18
%
Solutions’
revenue as a percentage
of new business wins
1
21
%
Investment in innovation and
solution selling
2
US$80
m
1 Food & Beverage Solutions new business opportunities
pipeline; value of opportunities requiring solution
formulation in our application labs as a percentage of
the total pipeline.
2 ‘Investment’ is operating expense in the income
statement and excludes capital investment.
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
26
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
Science and innovation are at
the heart of how we deliver our
strategy. By combining leading-
edge science with our deep
understanding of consumer
trends, we develop new,
sustainable ingredients and
solutions to help our customers
create great tasting, healthier
food and drink.
While our solutions capabilities help solve the
challenges our customers are facing today, our
scientists are also working to create the next
generation of speciality ingredients and
solutions, developing new technologies and
using new substrates.
Leading scientific capabilities
Our scientific expertise is in the fields of
chemistry, biotech, materials science, human
nutrition, scientific regulatory, and human
toxicology. We have unparalleled expertise in
food science and food engineering equipping
us to deliver and solve the opportunities and
challenges facing our customers. Within these
fields, our core scientific capabilities are in
bioconversion and physico-chemical
transformations, along with drying and
crystallisation, separation and fractionation.
Through our combination with CP Kelco, we’ve
added a deep understanding of fermentation,
extraction, gelation and purification to our
scientific capabilities. These are highly
complementary capabilities enabling us to
develop new and enhanced solutions for
customers that address increasing consumer
demand for food and drinks that have sugar
reduction, fibre fortification and clean label
formulation.
This combination of scientific and applications
expertise provides a compelling proposition for
customers. For example, our food starches are
very effective at providing bulk, but when used
on their own they can sometimes result in a
texture that is too gelatinous. CP Kelco’s
products can modify the viscosity and texture
of foods without significantly altering the
flavour. So by combining these ingredients, we
can create a significantly enhanced mouthfeel
experience whether to support the sensory
appeal of a product or to deliver fat reduction.
We can also now create textures that are
suitable for specific dietary needs, such as
gluten-free baking, or foods for people with
swallowing difficulties.
The combination has also significantly
expanded and strengthened our patent
portfolio. At 31 March 2025, we had over 990
patents granted and 300 pending.
Working with customers in their
local markets
Consumer preferences are different around
the world, which is why our global network of
Customer nnovation and Collaboration
Centres is so important. We work together with
customers at these centres to reformulate their
existing products and create new products to
meet the needs of their local markets. Our work
with customers at these centres helps us to
become their trusted innovation partner.
Following the combination with CP Kelco we
have significantly expanded our global network
of Customer nnovation and Collaboration
Centres. We now have 21 centres globally and
nine Research Centres (four of which are
integrated with a Customer nnovation and
Collaboration Centre) where we conduct
scientific research and create ingredients.
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
ACCELERATING
SOLUTIONS
THROUGH
TECHNOLOGY
n October 2024, we formally opened our
new Automated Laboratory for Ingredient
Experimentation, known as ‘ALF E’, at our
Customer nnovation and Collaboration
Centre in Singapore.
Pioneering the use of automated robotics,
ALF E represents a revolution in the delivery
of mouthfeel solutions for customers,
providing faster and more accurate
ingredient design and accelerating
speed-to-market for new products. This
is the first time this technology has been
used in the food industry.
A multi-million pound investment in
innovation, ALF E can run characterisation
tests around 10 times faster than the
current rate, and provides enhanced
predictive modelling. t comprises
two robotic systems with complete
connectivity and seamless data flow for
rapid ingredient and solution design.
While ALF E is operated by our on-site
scientists in Singapore, it is also
connected to our Customer nnovation
and Collaboration Centre in Hoffman
Estates, near Chicago, US, where
scientists can operate it.
...through our leading
scientific capabilities...
The combination with CP Kelco
opens up new opportunities to
develop the next generation of
ingredients and solutions.
Victoria Spadaro Grant \ Chief Science and
nnovation Officer
We have a global network of 21 Customer
Innovation and Collaboration Centres
27
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Investing in research
We are committed to raising the bar when it
comes to evidence-based nutrition science
and innovation, and to providing food and
beverage manufacturers with ingredients and
solutions that help address key public health
challenges. But improving the nutritional profile
of foods while maintaining their taste is a
complex task that requires complex science.
Our team of food and nutrition scientists are
continuously researching and testing
ingredients and applications to meet current
and future health needs.
We design, conduct and interpret pre-clinical
and clinical research to provide key scientific
knowledge about our ingredients, and to
support the development of new ingredients
and solutions. We do much of this with
academic and industry partners who bring
wider expertise and resources to the table.
For example, through our collaboration with
scientists at APC Microbiome reland, we’ve
discovered novel links between gut bacteria,
inflammation and heart disease and the role
that probiotics fortified with a soluble dietary
fibre can play in reducing damage caused by
diet-based heart disease.
We also contribute to studies and research to
improve the general understanding of the
impact of food policy on public health, such as
a project at the University of Leeds, UK, that’s
investigating people’s understanding of fibre
and health claims, particularly amongst poorer
sections of society. n 2021 we launched our
online Nutrition Centre. The Centre makes
it easy for customers, scientists, health
professionals and consumers to access
authoritative research and education resources
on ingredients that can help address
formulation and public health challenges.
Aside from working as innovation partners
with our customers, we take part alongside
them in wider partnerships that bring together
business and academia to research areas that
will benefit everyone. For example, we’re in a
five-year public-private research programme
called ‘Restructure’, run by the University of
Wageningen, the Netherlands. The programme
aims to understand the relationship between the
texture of food, the speed of eating and how
much we eat.
Since 2021 we’ve also been a member of the
MAG NE Consortium, a European collective of
academic institutions and commercial partners
looking into whether 3D-printing can offer a
solution for personalised nutrition based on
vegetable proteins. The algorithm tool the team
has developed, coupled with a 3D printer, aims
to design and produce a tasty, healthy, food
item, personalised for each individual. We’ve
been running experiments for the project at our
applications lab in Lübeck, Germany, where
we’ve invested in a 3D printer. And we’re
delighted that, in 2024, we reached the
milestone of testing the concept with two
groups in the Netherlands – soldiers at a military
barracks and patients at a hospital.
Committed to open innovation
As well as our in-house expertise, we work with
industry partners and in open innovation
activities to deliver a strong pipeline of new
ingredients and solutions. For example, this year
we announced a new alliance with Manus, a
leading bio-alternatives scale-up business,
to jointly introduce a stevia-based ingredient,
Reb M, with stevia sourced from the Americas
(see page 29 for more details). We also
announced a partnership with BioHarvest
Sciences, leaders in botanical synthesis, to
develop the next generation of sweeteners
using proprietary plant-based molecules
(see panel).
The combination of Tate & Lyle and CP Kelco’s
innovation pipelines and synergistic open
innovation programmes are providing more
opportunities to accelerate external
partnerships with start-ups and academic
organisations.
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
NEXT-GENERATION
OF PLANT-BASED
INGREDIENTS
n December 2024, we announced a
pioneering new partnership with
BioHarvest Sciences, leaders in botanical
synthesis, to develop the next-generation
of proprietary plant-based molecules.
BioHarvest’s botanical synthesis platform
produces non-GMO, plant-derived
ingredients more sustainably and
economically, helping to scale up the
production of highly beneficial botanical
ingredients. ts proprietary process
delivers patentable molecules by growing
targeted plant cells that can mirror and
magnify the phyto-nutrients contained in
specific plants. n other words, delivering
all the benefits of the plant, without
having to grow the plant.
The partnership will focus on developing
the next generation of sweeteners
sustainably developed through botanical
harvesting of non-GM sweetener
molecules. These will support our
customers’ sugar reduction efforts by
bringing new to the world natural,
affordable and sustainable sweetening
solutions to the market.
OUR SCIENTIFIC CAPABILITIES CONTINUED
By partnering with entrepreneurial
innovators like BioHarvest, we aim
to change the future of food for
the better.
Karen du Plessis \ Head of Open nnovation
28
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
…and an agile global supply chain.
Our Global Operations team
runs our plants and manages
our global supply chain, ensuring
our ingredients and solutions
are delivered to our customers
on time, in full and to the right
specification.
Our business relies on our plants running safely
and efficiently, as well as on the expertise of our
procurement, quality, logistics and customer
service teams to help us make and deliver
ingredients and solutions for our customers. This
expertise matters more than ever in an increasingly
uncertain world, where an uncertain macro-
economic environment, geopolitical instability
and the impact of climate change have all
become part of daily life. Our people are highly
skilled at identifying and adapting to challenges
quickly, such as ensuring we have alternative
sources of key ingredients if supply is disrupted.
A global footprint with regional
management
Following the combination with CP Kelco, we
operate 25 manufacturing sites in 12 countries
supported by global procurement, engineering
and health and safety teams. We also have a
regional management structure with an
operational leader responsible for end-to-end
manufacturing in each region, alongside
regional customer service and logistics. As well
as enabling us to serve customers better, our
structure helps us work efficiently and supports
the Group as a whole in delivering on our
productivity targets to make our business
more efficient.
This year, we delivered US$50 million in
productivity savings. This means we have
delivered US$91 million productivity savings in
the first two years of our target to deliver
US$150 million of savings in the five years
ending 31 March 2028. Most important,
however, was that we delivered this while
maintaining our absolute focus on health and
safety, as discussed on pages 50 to 52.
Driving operational excellence
The acquisition of CP Kelco has added seven
new manufacturing sites to our network,
along with a number of new supply chain
relationships, such as citrus peel for pectin
production. While integrating businesses can be
complex, we are being helped by the similarities
between our two businesses, including robust
planning processes and a shared commitment to
working collaboratively to best serve customers.
Our combination gives us the opportunity to
adopt the best processes and practices from
each business. For example, CP Kelco brings
excellent process safety management and
operational data analytical skills that we can
incorporate into our existing programmes.
Meanwhile, we’re working with our new
colleagues to help them adopt our Journey
to Environmental, Health, Safety, Quality and
Security Excellence (J2E) programme, and
introduce our regional management structure
to better serve customers in their local markets.
Investing in digital technology
We continue to invest in data-led systems to
help our teams work more quickly and
efficiently, in areas such as demand planning
and to promote ‘smart’ digital manufacturing.
For example, during the year, our enhanced
demand planning system, known as ‘intelligent
planning’, was used to adjust the schedule and
timing of product runs so that we could keep up
with high demand for our CLAR A® clean label
starches. This technology not only provides
improved visibility on delivery timelines for the
customer, but also enables us to minimise
transportation costs.
Looking ahead
Our priority in the coming year is to ensure
our integration work is a success, with our
teams working together to keep delivering to
our customers efficiently, on time and in full.
As we do so, we’ll continue to embed J2E
into our newest sites and help other sites
continue through the programme’s tollgates.
And we’re planning to update our water risk
and climate risk assessments to include our
new facilities and supply chains to ensure we
fully understand the risks and opportunities
for our combined business.
Global Operations manages:
• Raw material sourcing
• Manufacturing and engineering
• Quality
• Procurement
• Logistics
• Customer service
• Continuous improvement
• Health and safety, environmental
compliance and security.
STRENGTHENING OUR
STEVIA SUPPLY CHAIN
n October 2024, we entered into a
partnership with Manus, a leading
bio-alternatives scale-up platform,
to expand access for our customers
to natural sugar reduction solutions,
and improve supply chain security
for customers.
The first ingredient to be jointly
introduced by this partnership is stevia
Reb M, marking the first large-scale
commercialisation of an all-Americas-
sourced, manufactured and bio-
converted stevia Reb M ingredient.
Researched, developed and scaled by
Manus, this stevia Reb M is manufactured
at its large biotechnology plant in
Augusta, Georgia, US, and draws on
Manus’ existing all-Americas supply
chain – from stevia leaf, extraction, and
bioconversion to final ingredient.
Offering complete control and
traceability, this new partnership provides
supply chain security and reliability for
our customers, and paves the way for the
development of other innovative stevia
ingredient solutions over time.
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
29
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Science and technical know-how
Leading science, technology,
intellectual property and
processes
Talented people
Skilled people with a passion for
serving our customers, and
working in an increasingly agile
and flexible way
Global supply chain
End-to-end supply solutions
including raw material sourcing,
manufacturing facilities and
logistics
Long-term relationships
Strong relationships with
customers, suppliers, local
communities and other
stakeholders
Strong balance sheet
Disciplined use of capital ensures
we have the funds to invest for
long-term growth
This is summed up in our business model…
How we develop our
ingredients and solutions
Our food scientists and nutritionists
research and develop ingredients to
create solutions for our customers.
We work closely with our customers
through every stage of the innovation
process to move ideas quickly from
concept to commercial launch.
How we commercialise our
ingredients and solutions
Through our leading expertise
across sweetening, mouthfeel and
fortification, we provide customers
with ingredients and solutions that
bring specific functionality and
nutrition to their products, helping to
make them healthier and tastier for
consumers in their local markets.
How we make our ingredients
in a sustainable way
Our ingredients are made from
agricultural crops such as stevia,
corn and citrus peel. We produce
them at our facilities around the
world. Wherever we are in the
process from field to customer, our
priorities are safety, quality and
consideration for the environment.
OUR RESOURCES OUR BUSINESS ACTIVITIES
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
30
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
SUPPORTING
THE UN SDGS
OUR PURPOSE
Transforming Lives through
the Science of Food
OUR VALUES
We put the customer first
We empower our people
We win as one
We create a better future
OUR PURPOSE AND VALUES
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
THE VALUE WE CREATE
For shareholders
Our priority is to invest in growth and pay an attractive dividend
For customers
We help our customers quickly bring to market products that address society’s
changing needs
For employees
We are committed to the health, safety and wellbeing of our employees, and to
providing a culture that is inclusive and performance-driven
For suppliers
We have long-term, mutually beneficial relationships with supplier partners
For communities
We have a long history of community involvement, helping to make lasting
contributions to the places where we live and work
For the planet
We care for our planet by reducing greenhouse gas emissions, beneficially using
our waste, using less water and supporting regenerative agriculture
31
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
We use a number of metrics to
determine how our business is
performing, how we are delivering
our strategy, how we are maintaining
financial flexibility, how we are
keeping our people safe at work,
and how we’re living our purpose.
The five key performance indicators (KP s)
set out here are the main ones we use to
measure our financial performance. These are
unchanged from last year. These five are also
the key financial metrics used to determine
Executive Directors’ annual bonuses and for
the long-term incentive plan.
As well as financial metrics, our safety KP s
are taken into account when determining
performance against the strategic non-financial
component of annual bonuses. Some of our
purpose targets are also used as metrics for the
long-term incentive plan, namely a reduction
in Scope 1 and 2 absolute greenhouse gas
emissions, gender equality in leadership and
management roles, using less water, and the
beneficial use of waste.
Purpose targets
The targets for our Supporting and Healthy
Living and Building Thriving Community
purpose pillars were set for a five-year period
from 1 April 2020. How we delivered against
these targets in the five years to 31 March 2025
is set out on page 34. We expect to set new
targets for these two pillars during the year
and will report our progress in the Annual
Report 2026.
1 Continuing operations only.
2 Adjusted EBITDA, free cash flow and return on capital employed (ROCE) are non-GAAP measures. Changes in alternative performance measures
are in constant currency and for continuing operations (for definitions, see Notes 1 and 4).
3 2023 comparatives restated to exclude other M&A costs of £2 million, reflecting the revised definition of alternative performance measures.
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
GROUP REVENUE GROUP ADJUSTED EBITDA
2,3
FREE CASH FLOW
2,3
8
%
18
%
£20
m
2025
£1,736m
£1,647m
£1,751m
2024
2023
2025
£381m
£328m
£322m
2024
2023
2025
£190m
£170m
£121m
2024
2023
Performance in 2025
Revenue in Food & Beverage Solutions was 7%
lower as we passed through input cost deflation
to our customers. Sucralose demand remained
robust, with revenue well ahead of last year. We
acquired CP Kelco on 15 November 2024, and
including its revenue from that date, Group
revenue grew by 8%.
Performance in 2025
Adjusted EB TDA for Food & Beverage
Solutions, our growth driver, was 2% higher.
Sucralose returns were strongly up, as robust
demand delivered higher profits. CP Kelco
profits were included from its acquisition.
Performance in 2025
Cash conversion of profit was ahead of our
multi-year target reflecting our focus on cash
generation and disciplined working capital
management. We continued to invest in growth
with capital expenditure higher in the year.
Why we measure it
To ensure we are successfully converting our
investments into revenue growth.
Why we measure it
To ensure each of our segments fulfils
its role and that we execute our strategy
successfully.
Why we measure it
To track how efficient we are at turning profit
into cash and to ensure that working capital is
managed effectively.
How we calculate it
n constant currency.
How we calculate it
n constant currency.
How we calculate it
As presented in Note 4.
Link to remuneration
Annual bonus plan
Long-term incentive plan
Annual bonus plan Annual bonus plan
FINANCIAL PERFORMANCE
1
...with performance measured by our KPIs…
STRATEGIC REPORT
32
Tate & Lyle PLC Annual Report 2025
3 Measured by calendar year
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
RETURN ON CAPITAL EMPLOYED
2
TOTAL SHAREHOLDER RETURN
180
bps
organic
11
pts
2025
12.8%
17.4%
17.6%
2024
2023
75
86
107
2025
2024
2023
Performance in 2025
Return on capital employed (ROCE) was lower,
reflecting the acquisition of CP Kelco in the
second half of the 2025 financial year. The
acquisition creates leading positions across our
three platforms and is expected to accelerate
medium-term growth. On an organic basis,
excluding acquisitions, ROCE was 180bps higher.
Performance in 2025
Share prices have been weak in the UK stock
market, especially in the food sector. The
acquisition of CP Kelco is expected to dilute
earnings per share until the second full year
after its acquisition. Together these factors
have affected our share price.
Why we measure it
To ensure we continue to generate a strong
rate of return on the assets we employ, and to
maintain a disciplined approach to capital
investment.
Why we measure it
Because an increasing total return
demonstrates the value our strategy
generates for investors.
How we calculate it
The return as a percentage of our profit before
interest, tax and exceptional items, divided by
average invested operating capital. Organic
ROCE change is calculated excluding
acquisitions and disposals.
How we calculate it
The share price change together with
dividends paid, cumulatively as a percentage
from an indexed value of 100 at the start of
the three-year period.
Link to remuneration
Long-term incentive plan Long-term incentive plan
SAFETY PERFORMANCE
3
RECORDABLE INCIDENT RATE LOST-TIME RATE
28
%
increase
21
%
reduction
2024
0.68
0.53
0.90
2023
2022
2024
0.34
0.43
0.69
2023
2022
Performance in 2024
The number of accidents was higher during the year but resulted in less lost time being taken.
Overall, our Journey to Environmental, Health, Safety, Quality and Security Excellence (J2E)
programme continues to make good progress. For more information on J2E and our safety
performance see pages 50 to 52.
Why we measure it
Ensuring safe and healthy conditions at all sites is essential to our success.
How we calculate it
The number of injuries requiring treatment
beyond first aid per 200,000 hours.
How we calculate it
The number of injuries that resulted in
lost-work days or restricted-work days per
200,000 hours.
Link to remuneration
Annual bonus plan Annual bonus plan
FINANCIAL PERFORMANCE
1
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
33
...and our purpose targets
In 2020, we set some long-term targets to help us pursue our purpose. We
met some this year, and continued to make good progress towards others.
AREA TARGET BY WHEN PROGRESS (measured on 31 March each year) PERFORMANCE HOW WE CALCULATE IT
Improving
nutrition
Through our low- and
no-calorie sweeteners and
fibres, we’ll help remove
9 million tonnes of sugar
from people’s diets
31 March 2025
10
m
2025
target
9m
2020
0
2025
We exceeded our 5-year target with a
particularly strong contribution from
sucralose. 10 million tonnes of sugar is
equivalent to 40 trillion calories.
We take the volume of fibres and
low- and no-calorie sweeteners
we sell and calculate the sugar
equivalence and caloric
conversion.
Encouraging
balanced
lifestyles
We’ll help improve the lives
of over 250,000 people, by
supporting programmes that
promote healthier lifestyles
and activities
31 March 2025
134,000
2025
target
250,000
2020
0
2025
We did not meet our 5-year target largely
due to the impact of the pandemic on the
programmes we supported. But we are
proud of the health, education and
physical activity programmes we did
support across the world.
We count the number of people
who benefit from the programmes
we support either through cash
donations or volunteering. In many
cases, this information comes from
the third parties who run the events.
Promoting
personal
wellbeing
We’ll help colleagues improve
how they look after their
physical and mental wellbeing,
so they can be at their best in
their daily lives
31 March 2025
73
%
2025
target
90%
2020
70%
2025
Due to the combination with
CP Kelco during the year, we didn’t hold a
global employee survey. Therefore, the
73% score is from the prior year’s survey,
and remains below our 5-year target.
We report the percentage of
colleagues who, in our annual
employee survey, agree that
Tate & Lyle actively supports their
health and wellbeing.
AREA TARGET BY WHEN PROGRESS (measured on 31 March each year) PERFORMANCE HOW WE CALCULATE IT
Preventing
hunger
We’ll provide over 3 million
nutritious meals for people
in need
31 March 2025
4.6
m
2020
0
2025
2025
target
3m
We exceeded our 5-year target by more
1.6 million meals. In total, we provided 4.6
million meals to people in need in our local
communities. This was particularly
important during the pandemic and the
cost-of-living crisis.
Each food bank or charitable
partner we support tells us how
many meals our donations provide.
Supporting
education
We’ll support the education
of over 100,000 children and
students through learning
programmes and grants,
helping them attain skills
for life
31 March 2025
57,000
2020
0
2025
2025
target
100,000
We did not meet our 5-year target largely
due to the sale of Primient in 2022 which
supported several educational
programmes in North America. But we are
proud of the support we did provide to our
local schools.
Each school or organisation we
work with tells us how many
students benefit from the
programmes we support.
Progressing
inclusion
We’ll achieve gender parity
in our leadership roles
L
Long-term incentive plan
31 March 2025
46
%
2020
27%
2025
2025
target
50%
We made solid progress, up from 45% last
year. While we are slightly below our
5-year target, moving from 27% to 46%
represents significant progress with
improvements made every year.
Leadership and management
roles are defined as the top five
employee bands, representing
more than 500 people. The data
for 2025 is for Tate & Lyle only, and
does not include CP Kelco.
SUPPORTING HEALTHY LIVING
BUILDING THRIVING COMMUNITIES
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
STRATEGIC REPORT
34
Tate & Lyle PLC Annual Report 2025
AREA TARGET BY WHEN PROGRESS (measured in calendar years) PERFORMANCE HOW WE CALCULATE IT
Climate and
carbon
emissions
Deliver 38% absolute reduction
in Energy and Industrial Scope 1
and 2 GHG emissions
1 2
L
Long-term incentive plan
31 December
2028
23
%
2019
0%
2024
2028
target
38%
Progress is largely due to new
agreements we entered during the year
for renewable electricity and
associated renewable energy
certificates.
Scope 1 and 2 GHG emissions are
calculated from onsite energy
consumption data.
Deliver 38% absolute reduction
in Energy and Industrial Scope
3 GHG emissions
1
31 December
2028
29
%
2019
0%
2024
2028
target
38%
Progress is supported by reductions in
emissions in Primient in the period
before we sold our investment in June
2024. Primient remains a supplier to
Tate & Lyle.
We receive data on GHG emissions
from our supply chain, logistics team
and customers.
Deliver 23% absolute reduction
in Forest, Land and Agriculture
Scope 3 GHG emissions
1 3
31 December
2028
2019
0%
2028
target
23%
31
%
2024
We exceeded our 2028 target ahead of
schedule due to decarbonisation within
our supply chain and the success of our
regenerative agriculture programmes
for corn and stevia.
We receive data on GHG emissions
from partners in our regenerative
agriculture programmes and third
parties across our value chain.
100% of the electricity
purchased for our operations to
come from renewable sources
31 December
2030
61
%
2030
target
100%
2021
0%
2024
We entered into new agreements for
renewable electricity and associated
renewable energy certificates for
operations across the world.
Percentage of electricity we
purchase that comes from renewable
sources.
Using less
water
Reduce water use
intensity by 15%
L
Long-term incentive plan
31 December
2030
2
%
2019
0%
2024
2030
target
15%
While absolute water use was 5% lower,
water intensity was 2% higher mainly
due to increases at our sites in Thailand
and Lafayette, Indiana, US.
Percentage reduction (or increase, in
2024) in water use intensity across
our operations.
Using waste
beneficially
100% of waste to be
beneficially used
L
Long-term incentive plan
31 December
2030
93
%
2019
65%
2024
2030
target
100%
We continued to work with local
partners in the US to use more of our
waste as nutrients on local farms or for
energy recovery.
Percentage of waste generated by
our sites that is beneficially used.
Regenerative
agriculture
Maintain sustainable acreage
equivalent to the volume of corn
we buy globally each year
Each year
2024
0%
2024
target
100%
Target met in 2024
We supported 364,000 acres of corn
in 2024, equivalent to all the corn we
bought that year. Our regenerative
agriculture programme in the US with
Truterra continues to perform well.
The number of acres of corn
purchased to make our ingredients
each year compared with the
sustainable acres of corn we
support each year.
Baselines
The baseline for our caring for our planet targets is the year ended 31 December 2019, other than renewable electricity and beneficial use of waste
which is calculated for the reporting year. For supporting healthy living and building thriving communities, the baseline is 31 March 2020.
1 Validated by the Science Based Targets initiative.
2 The target boundary includes land-related emissions and removals
from bioenergy feedstocks.
3 The target includes FLAG emissions and removals.
CARING FOR OUR PLANET
OUR
STRATEGY
OUR
MARKETS
THE WORLD
AROUND US
OUR
PLATFORMS
OUR CORE
CATEGORIES
OUR
SOLUTIONS
OUR SCIENTIFIC
CAPABILITIES
OUR SUPPLY
CHAIN
OUR BUSINESS
MODEL
OUR
PROGRESS
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
35
Sarah Kuijlaars joined Tate & Lyle as Chief Financial
Officer in September 2024. Here she reflects on
her first few months, and discusses why focusing
on customers, people and performance is essential
for our newly combined business.
added more than 350bps of EB TDA margin
over the past five years – this period goes back
to the disruptions that began with the Covid-19
pandemic and all that has happened since –
you can see the resilience the business has.
Were there any particular
highlights?
A: Our ability to grow EB TDA and margins.
Adjusted EB TDA for Tate & Lyle, before
including CP Kelco, grew by 4%. Adjusted profit
before tax was 9% higher and adjusted diluted
earnings per share was 4% higher. Food &
Beverage Solutions delivered adjusted EB TDA
growth of 2%, with revenue 7% lower. Sucralose
saw revenue increase by 16% and adjusted
EB TDA was up 18%. Adjusted EB TDA margin,
before including CP Kelco, was 200bps higher
at 22.3%.
CP Kelco has performed well too. On a pro
forma basis for the year ended 31 March 2025,
volume was 8% higher, revenue was 3% higher
and adjusted EB TDA was up 9%. Adjusted
EB TDA margin was 100bps higher. This is
ahead of the acquisition plan and gives us
confidence in the business’ continued phased
margin recovery.
Where do you stand on cash flow,
productivity and leverage?
A: t was another strong year for free cash flow
which, including CP Kelco, was £190 million.
This is £20 million higher than the previous year
and reflects a cash conversion of 82% – above
our long-term cash conversion target of 75%.
know everyone has worked hard in the past
few years to make progress against our target
of US$150 million productivity savings in the
five years to 31 March 2028. This year was no
different, with strong productivity performance
in areas such as procurement and operational
efficiencies, delivering US$50 million savings
in the year. That means we have delivered
US$91 million productivity savings in the last
two years, well ahead of the run-rate to meet
our target.
What attracted you
to Tate & Lyle?
A: was intrigued by Tate & Lyle’s strong sense
of purpose, which ’ve seen in everybody ’ve met.
There’s a real authenticity about the business.
The global population is growing rapidly, and
everyone deserves the right to feed their families
with healthy and tasty food. We have the skills
and solutions to help them do that.
t was also clear that Tate & Lyle was
undertaking a transformational journey and
wanted to be part of that. ’ve been involved in
major organisational changes before and
could see what an exciting step change the
combination with CP Kelco is for Tate & Lyle.
Being part of delivering our integration
programme was exactly the kind of challenge
like – complex but rewarding. t’s been great to
see a shared desire to create a unified company
reflecting the best of both businesses with
enhanced capabilities that will help accelerate
our growth strategy.
How would you summarise
Tate & Lyle’s performance this year?
A: We’ve delivered a good set of results in
another challenging year. Both volume and
margins grew despite muted consumer
demand. Group revenue – excluding CP Kelco
– was 5% lower, but that largely reflects the
pass-through of lower prices for our inputs.
The macroeconomic environment is uncertain,
and with the debate on tariffs continuing, this
looks likely to persist. Our results show that the
business has built the resilience needed to
succeed in a more uncertain world. We have
a diversified portfolio in both products and
geographies and local supply for our
customers. When you look at our underlying
trajectory, before including CP Kelco, we have
Sarah Kuijlaars \ Chief Financial Officer
Chief Financial Officer’s
introduction
Our results show that the business
has the resilience to succeed in a
more uncertain world.
36
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
Q&A WITH OUR CHIEF FINANCIAL OFFICER CONTINUED
What’s really exciting is the positive
engagement we are seeing from customers
to our expanded portfolio and capabilities.
No one else has our unique combination of
ingredients, solutions and expertise. All this
gives us confidence that we will also be able
to deliver the targeted revenue synergies of
up to 10% of CP Kelco’s revenue over the
medium term.
Progressing the integration programme and
synergies delivery will be key areas of focus
for me in the coming year.
What’s impressed you about how the two
businesses have come together?
A: t has been underpinned by our leadership
team being drawn from both businesses. t’s
enabled us to look closely at how each side
operates. That balance is mirrored across the
organisation and ’ve been impressed with the
integrity shown during the restructuring process
to make sure everyone is treated fairly.
’ve also been struck by the support from
our longstanding shareholders, including our
newest long-term shareholder – CP Kelco’s
former parent company, J.M. Huber
Corporation. We know investors want us to
move quickly to realise the benefits of our
combination with CP Kelco, and the work we’re
doing to draw on our ‘best of both’ approach,
while at the same time simplifying our business,
gives me confidence in the future.
What does the future for
Tate & Lyle look like?
A: t comes back to our purpose. Our
combination with CP Kelco gives us the
chance to play an even bigger role in helping
to feed a growing global population with
healthier and tastier food and drink. Our focus
in the year ahead is to deliver the benefits of
that combination and accelerate top-line
growth. The great news is that with our
expanded customer access and hugely
talented people, we are well positioned to
succeed. Tate & Lyle’s focus on customers,
people and performance has served it well
in the past few years. Now, as we enter the
2026 financial year, that same focus will help
us deliver on our growth ambitions.
Sarah Kuijlaars
Chief Financial Officer
Has your capital allocation
policy changed?
A: Our capital allocation framework remains
unchanged. Our priority is to continue the
disciplined deployment of capital and to
maintain Tate & Lyle’s financial strength. We
have a strong balance sheet and, looking
forward, we want to retain the flexibility to drive
value-accretive growth, guided by our view that
our long-term efficient leverage is in the range
of 1.0x to 2.5x net debt to EB TDA. Our leverage
1
at 31 March 2025 was within that range at 2.2x,
better than expected when we announced the
acquisition of CP Kelco in June last year. This
reflects our disciplined cash management and
the momentum we’re seeing in CP Kelco’s
margin recovery.
We remain focused on converting our profit into
cash, to support all uses of capital, in line with
our capital allocation policy.
How is the integration process
going?
A: Combining two businesses is never easy
but the level of planning, supported by the
similarities in our cultures and proactiveness
on both sides, has made this a smooth
transition. There’s more to do, but with the new
organisation in place, our focus must pivot to
delivering the significant value we see in the
combined business.
have been heavily involved in the integration
process since my first day. The programme is
progressing well and we’re confident that we
will deliver our targeted run-rate cost synergies
of US$50 million by the end of the 2027
financial year – with more than 50% of those
synergies to be delivered by the end of the 2026
financial year.
What role does sustainability play
in your plans?
A: Since joining, ’ve seen our commitment
to investing in our sustainability agenda. We
continue to apply a sustainability lens to all our
capital expenditure and strategic decisions,
including at our newest CP Kelco sites – and
what’s great is these investments are good for
our business and good for the environment. For
example, we’ve already announced the next
phase of investment to support decarbonisation
at our Lille Skensved pectin facility in Denmark,
which is aiming to reduce energy use and
carbon emissions by more than 20%.
Our capital allocation framework
We allocate capital as set out below. n doing so, we aim to maintain our investment-grade
credit rating.
Return surplus capital to shareholders
Maintain a progressive dividend policy
Invest in acquisitions, joint ventures, partnerships
Invest in organic growth
1 Net debt to EBITDA at 31 March 2025 is on a pro forma basis,
as if CP Kelco was acquired on 1 April 2024.
37
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Revenue Revenue drivers Adjusted EBITDA
Full-year Change
1
Volume
2
Price mix
2
Full-year Change
1
North America £605m (4)% 2% (6)% – –
Asia, Middle East, Africa
and Latin America £371m (2)% 5% (7)% – –
Europe £256m (18)% 2% (20)% – –
Total £1,232m (7)% 3% (10)% £284m 2%
Food & Beverage Solutions
We are a global leader in sweetening,
mouthfeel and fortification, creating
solutions for our customers to meet
growing consumer demand for healthier
and tastier food and drink.
What we do
Our portfolio, combined with our technical
expertise in key categories such as
beverage; dairy; soups, sauces and
dressings; and bakery and snacks, enables
us to deliver solutions for customers which
make food and drink healthier and tastier.
We do this through three platforms –
sweetening, mouthfeel and fortification.
More information on our platforms can be
found on pages 21-24.
Revenue was 7% lower in constant currency
at £1,232 million. Volume was 3ppts higher
reflecting our focus on growth, robust demand
for sugar and calorie-reduced food with added
nutrition, and the end of customer destocking.
Price mix decreased revenue by 10ppts,
reflecting 6ppts from the pass-through of input
cost deflation and 3ppts of mix as some
customers reformulated to reduce costs and
1ppt of price mainly in Europe.
Looking across the three regions, overall
consumer demand remained steady.
• North America: Revenue was 4% lower.
We saw good volume gains in dairy, while
demand in bakery remained soft. Revenue
was lower as input cost deflation was passed
through to customers, with pricing, excluding
the pass-through, slightly positive. As the year
progressed, consumer demand improved
modestly despite food prices continuing to
increase, particularly in out-of-home
channels.
• Asia, Middle East, Africa and Latin America:
Revenue was 2% lower with strong volume
growth offset by the pass-through of input
cost deflation. n Asia, China delivered high
single-digit volume growth supported by
good demand for fibre solutions, while
volume was lower in south-east and north
Asia. Latin America saw high single-digit
volume growth led by strong performance in
southern Latin America. n our smaller Middle
East, and Africa region, demand was strong in
Turkey and the Middle East more than
offsetting weaker demand in north and west
Africa.
• Europe: Revenue was 18% lower, reflecting
the pass-through of significant input cost
deflation. Across the recent inflation cycle,
which saw double-digit inflation in the 2023
financial year, pricing has improved in the
region. Volume was slightly ahead, with robust
demand for clean-label and fibre solutions.
We saw strong demand in beverages and
bakery partially offset by weaker demand in
dairy and infant nutrition.
Adjusted EB TDA was up 2% in constant
currency at £284 million benefiting from higher
volume, productivity savings and strong cost
discipline. The effect of currency translation
decreased adjusted EB TDA by £4 million.
Adjusted EB TDA margin was 23.1%, an increase
of 200bps in constant currency, benefiting from
the pass-through of input cost deflation. n the
last five financial years, adjusted EB TDA
margin has increased by more than 500bps.
Innovation and solution selling
New Products Revenue Investment Solutions
Value Change
% of FBS
2
revenue
Innovation
and solution
selling
% of new
business
wins
£216m 2% 18%
US$80m
(in line) 21%
New Product revenue was 2% higher. On a
like-for-like basis, which assumes the same
ingredients are included in New Product
revenues in both the current and comparative
periods (i.e. no products are removed from
disclosure due to age), New Product revenue
was 9% higher. On this like-for-like basis,
revenue grew strongly in Asia and Latin
America. The fortification platform saw strong
double-digit growth, reflecting good demand in
fibre fortified food and beverages, supported
by encouraging demand for Quantum’s fibre
portfolio in Asia.
nvestment in innovation and customer-
facing solution selling capabilities was in
line with the prior year and has increased
by US$11 million from three years ago, an
annual compound growth rate of 5%. Solutions
new business wins by value were 21%, and
our ambition is to increase this to 32% by
31 March 2028.
Divisional
review
1 Growth in constant currency.
2 FBS is Food & Beverage Solutions.
38
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
DIVISIONAL REVIEW CONTINUED
CP Kelco Sucralose Primary Products Europe
We acquired CP Kelco on 15 November
2024. The acquisition creates a leading
position in Mouthfeel, a critical driver of
customer solutions, and strengthens our
expertise across our three platforms and
four core categories.
Pro forma full-year ended 31 March 2025
Revenue Adjusted EBITDA Adjusted EBITDA
Full-
year Change
1,2
Volume
Price
mix
Full-
year Change
1,2
£612m 3% 8% (5)% £108m 9%
On a pro forma basis for the full 2025 financial
year, CP Kelco traded well and ahead of our
expectations. Revenue increased by 3%, driven
by 8ppts volume which benefited from
improved production efficiency. Price mix
decreased by 5ppts, reflecting 2ppts of mix and
3ppts of price (including deflation impact).
Revenue growth was led by a double-digit
increase in gellan gum as demand in Asia
strengthened, while robust pectin demand in
North America and Europe drove high single-
digit revenue growth. Revenue from citrus fibre,
a recent innovation, grew significantly, while
revenue from carrageenan was in line with the
prior year, and xanthan gum was lower.
Adjusted EB TDA increased by 9%, benefiting
from increased operational leverage. The
opportunity to drive improvements in adjusted
EB TDA margin was an important part of our
acquisition plan. t is therefore encouraging
that the pro forma adjusted EB TDA margin
increased by 100bps
1 2
to 17.6%, ahead of our
plan, with this improved momentum further
reinforcing our confidence in its phased margin
recovery. Currency translation decreased
adjusted EB TDA by £3 million.
Sucralose delivered attractive
returns with robust customer demand
driving revenue and EBITDA growth.
We continue to optimise the financial
performance of Primary Products
Europe as we transition capacity to
higher margin Food & Beverage
Solutions ingredients.
What we do
CP Kelco is a leader in nature-based
speciality food ingredients. ts main product
is pectin and it also makes a range of
speciality gums. t largely serves food
categories but also some non-food
categories such as personal care.
What we do
SPLENDA® Sucralose is a high potency
no-calorie sweetener which is 600 times
sweeter than sugar (sucrose). ts ability to
maintain sweetness through a wide variety
of food processing conditions make it an
ideal sweetener to create low-calorie
products for consumers.
What we do
Primary Products Europe represents
the commoditised part of our corn wet
milling capacity in Europe. t consists of
isoglucose, industrial starch and products
for animal nutrition.
From acquisition on 15 November 2024
Revenue Adjusted EBITDA
£224m £43m
Revenue Revenue drivers Adjusted EBITDA
Full-
year Change
3
Volume
Price
mix
Full-
year Change
3
£193m 16% 16% – £60m 18%
Revenue Revenue drivers Adjusted EBITDA
Full-
year Change
4
Volume
Price
mix
Full-
year Change
4
£87m (21)% 5% (26)% £(6)m (20)%
n the four and a half months since the
completion of the acquisition, CP Kelco
performed well. Strong pectin and steady
speciality gums demand delivered revenue
of £224 million.
Underlying customer demand for Sucralose
remained steady. Sucralose revenue increased
by 16% driven by robust customer orders and
the benefit of productivity-driven gains at our
facility in Alabama, US. Adjusted EB TDA
increased by 18% to £60 million, with margins
positively impacted by lower input costs.
Currency translation decreased adjusted
EB TDA by £1 million.
We continue to optimise the financial
performance of Primary Products Europe
through the transition of capacity to speciality
ingredients. Revenue was lower with
significantly lower pricing across sweeteners
and co-products. This was partially offset
by higher co-product volume. Adjusted EB TDA
losses were slightly higher, supported by lower
input costs especially for corn.
1 Growth in constant currency.
2 Comparative is restated pro forma adjusted EBITDA (see
‘Additional Information’). 3 Growth in constant currency. 4 Growth in constant currency.
The combination with CP Kelco
strengthens our customer offering,
expands our reformulation
capabilities, and enhances our
ability to create healthier, tastier and
more sustainable food and drink.
Nick Hampton \ Chief Executive
39
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Group financial
review
Summary of the financial results for the year ended 31 March 2025 (audited)
Year ended 31 March
Continuing operations only (including CP Kelco from 15 November 2024)
2025
£m
2024
£m
Constant
currency
change
Revenue
Food & Beverage Solutions 1 232 1 359 (7)%
CP Kelco
1
224 – n/a
Sucralose 193 174 16%
Primary Products Europe 87 114 (21)%
Revenue 1 736 1 647 8%
Adjusted EBITDA
Food & Beverage Solutions 284 281 2%
CP Kelco
1
43 – n/a
Sucralose 60 52 18%
Primary Products Europe (6) (5) (20)%
Adjusted EBITDA 381 328 18%
Adjusted depreciation and amortisation (93) (70) (36)%
Adjusted operating profit 288 258 13%
Net finance expense (18) (6) >99%
Adjusted profit before tax – continuing operations 270 252 9%
Adjusted profit before tax – discontinued operations 9 35 (72)%
Adjusted profit before tax – total operations 279 287 (1)%
Operating profit (statutory) 106 207 (49)%
Profit before tax – continuing operations (statutory)
2
88 201 (56)%
Earnings per share (pence) – continuing operations
Adjusted diluted 50.3p 49.1p 4%
Diluted 11.6p 39.8p (71)%
Earnings per share (pence) – total operations
Diluted 34.5p 46.5p (26)%
Cash flow and net debt
Free cash flow 190 170
Net debt (961) (153)
1 Since acquisition on 15 November 2024.
2 Percentage change in statutory profit before tax is reported change.
Taxation
The adjusted effective tax rate on continuing
operations was 22.6% (2024 – 21.1%). The
increase in the effective rate relates mainly
to the inclusion of CP Kelco from acquisition.
CP Kelco has a higher effective rate principally
as its operations are located in higher rate
jurisdictions.
Looking ahead, reflecting a full year’s impact
from CP Kelco, we expect the adjusted effective
tax rate for the combined business for the year
ending 31 March 2026 to be between 23%
and 25%.
The reported effective tax rate (on statutory
earnings) was 48.4% (2024 – 19.9%). The higher
effective rate in the year related to certain
exceptional items and acquisition costs which
were not tax deductible.
Discontinued operations: Adjusted share of
profit of Primient joint venture
The Group’s remaining interest in Primient was
disposed on 27 June 2024. For the period
before disposal the adjusted share of joint
venture profit was £9 million, 72% lower than the
prior year. The exceptional post-tax gain on
disposal from Primient was £85 million.
Earnings per share
For continuing operations, adjusted earnings
per share at 50.3p were 4% higher (in constant
currency). This increase reflects higher profits
after tax, mitigated by a higher weighted
number of shares in issue following the issue
of shares to acquire CP Kelco. Statutory
diluted earnings per share for total operations
decreased to 34.5p (2024 – 46.5p), reflecting
stronger operating performance and the profit
on the disposal of Primient, more than offset by
higher exceptional costs and a higher weighted
number of shares in issue.
Return on capital employed (ROCE)
ROCE at 12.8% (2024 – 17.4%) was lower
reflecting the impact of the acquisition of
CP Kelco part way through the year. ROCE
increased by 180bps on an organic basis.
Overview
On a statutory basis, Group revenue was 5%
higher, while profit before tax on continuing
operations was significantly lower at £88 million
reflecting higher exceptional costs and costs
related to the acquisition.
Adjusted performance
1
including pro forma
impact of CP Kelco acquisition
2025
£m
Constant
currency
change
Revenue 2 124 (3)%
Tate & Lyle 1 512 (5)%
CP Kelco 612 3%
EBITDA 446 5%
Tate & Lyle 338 4%
CP Kelco 108 9%
Profit before tax 263 7%
1 For illustrative purposes as if CP Kelco was acquired on
1 April 2024 (with comparatives similarly adjusted).
On a pro forma basis, which assumes the
Group acquired CP Kelco on 1 April 2024 (and
comparatives similarly adjusted), Group revenue
was 3% lower at £2,124 million and adjusted
EB TDA was 5% higher at £446 million. Both
Tate & Lyle and CP Kelco benefited from good
volume growth, with revenue lower reflecting
the pass-through of input cost deflation.
Adjusted EB TDA margin at 21% was 170bps
higher with margin higher in Tate & Lyle and
CP Kelco benefiting from operational leverage
and strong cost discipline.
Net finance expenses
Higher net finance expenses at £18 million
reflected the increase in borrowings following
the completion of the acquisition of CP Kelco
on 15 November 2024.
Exceptional items
Exceptional charges on continuing operations
of £96 million were included in profit before tax.
This included £59 million related to the decision
to exit the Group’s tapioca starch facility in
Thailand, Chaodee Modified Starch Co., Ltd,
£24 million of integration costs and £13 million
related to restructuring costs. Exceptional cash
outflows on continuing operations totalled
£31 million. (For more information see Note 8).
40
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
GROUP FINANCIAL REVIEW CONTINUED
Looking ahead, we expect capital expenditure
for the year ending 31 March 2026 to be in the
£120 million to £140 million range.
On 27 June 2024 the Group completed the sale
of its remaining stake in Primient and received
cash proceeds of US$350 million (£277 million)
(before transaction costs and tax). The net cash
proceeds from the sale were returned to
shareholders through a £216 million share
buyback programme, which was completed
in January 2025. Tax paid in respect of
Primient (which is not included in free cash flow)
was £50 million.
On 15 November 2024 the Group completed
the acquisition of CP Kelco for total
consideration of US$1.8 billion (c.£1.4 billion),
of which £807 million was settled in cash (net
of cash acquired) from new and existing debt
facilities and cash resources. At completion the
Group entered a €275 million term loan and
a US$600 million bridge facility. The bridge
facility was refinanced into debt with longer-
term maturities on 12 March 2025 through a
multi-tranche debt offering of US$300 million
and €275 million private placement notes.
Net debt at 31 March 2025 was £961 million, an
increase of £808 million mainly reflecting the
cash paid to acquire CP Kelco.
Reported leverage at 31 March 2025 was
2.2 times
3
net debt to EB TDA. On a covenant
testing basis, the net debt to EB TDA ratio was
2.3 times. At this level it remains well below the
net leverage covenant threshold of 3.5 times.
We have strong liquidity headroom with access
to £1.0 billion through cash on hand and
a US$800 million committed and undrawn
revolving credit facility.
Financial risk factors
Financial risk factors Our key financial risk
factors are market risks, such as foreign
exchange, transaction and translation
exposures, and credit and liquidity risks,
as explained in Note 30.
Dividend
The Board is recommending a final dividend of
13.4p (2024 – 12.9p) per share. This brings the
full-year dividend to 19.8p (2024 – 19.1p), an
increase of 3.7%. Subject to shareholder
approval, the proposed final dividend will be
due and payable on 1 August 2025 to all
shareholders on the Register of Members on
20 June 2025. n addition to the cash dividend
option, shareholders will continue to be offered
a Dividend Reinvestment Plan alternative.
Cash flow, net debt and liquidity
Year ended 31 March
Continuing operations only (including
CP Kelco from 15 November 2024)
2025
£m
2024
£m
Adjusted EBITDA 381 328
Adjusted for
Changes in working capital 8 7
Capital expenditure (net) (121) (110)
Net retirement benefit
obligations (7) (7)
Net interest and tax paid (78) (57)
Share-based payment charge 12 13
Other non-cash movements (5) (4)
Free cash flow 190 170
At 31 March
Net debt (961) (153)
Net debt to EBITDA ratio
3
at 31 March 2.2x 0.5x
Free cash flow, including the cash flows of
CP Kelco from acquisition, increased to
£190 million, reflecting cash conversion of
82%
4
. This reflected both higher profits and
a strong focus on cash generation. nvestments
in infrastructure, capacity and technology
drove capital expenditure to £121 million,
£11 million higher.
Going concern
The Directors are satisfied that the Group has
adequate resources to continue to operate as a
going concern for the period to 31 March 2027
(‘the going concern period’) and that no
material uncertainties exist with respect to this
assessment. n making this assessment, the
Directors have considered the Group’s balance
sheet position and forecast earnings and cash
flows for the period from the date of approval of
these financial statements to 31 March 2027.
The business plan used to support the going
concern assessment (the ‘base case’) is derived
from Board-approved forecasts together with
certain downside sensitivities. This assessment
includes the impact of the transaction to
acquire CP Kelco, including the resultant
material increase in debt and the increase in
the net debt to EB TDA ratio required for the
covenant to 4.0 times for up to 18 months
following a significant acquisition. This
increased ratio is applicable for over half of the
period being assessed. Further details of the
Directors’ assessment are set out below:
At 31 March 2025, the Group has significant
available liquidity, including £334 million of
cash and US$800 million (£621 million) from
a committed and undrawn revolving credit
facility, which matures in 2030, having been
extended by a year in May 2025. There is a
further one-year extension option which is
subject to lender credit approval. The earliest
maturity date for any of the Group’s US Private
Placement Notes is October 2025, when
US$180 million will mature. For the purpose of
the going concern assessment, this maturing
debt is assumed to be repaid from cash.
The Group has only one debt covenant
requirement which is to maintain a net debt
to EB TDA ratio of not more than 4.0 times,
dropping to 3.5 times in May 2026. On the
covenant-testing basis this was 2.3 times at
31 March 2025.
As set out below, for a covenant breach to
occur it would require a significant reduction in
Group profit. Such reduction is considered to
be extremely remote.
n concluding that the going concern basis is
appropriate, the Directors have modelled a
number of scenarios relating to the 2026 areas
of focus outlined on page 92 as well as an
additional scenario including the impact of the
imposition of tariffs together with any mitigating
actions. Based on these scenarios, the Directors
then modelled the impact of a ‘worst case
scenario’ to the ‘base case’ by including the
same two plausible but severe downside risks
also used for the Group’s viability statement,
being: an extended shutdown of one of our
large corn wet mill manufacturing facilities
following operational failure or energy shortage;
and the loss of two of our largest Food &
Beverage Solutions customers. n aggregate,
such ‘worst case scenarios’ did not result in any
material uncertainty to the Group’s going
concern assessment and the resultant position
still had significant headroom above the
Group’s debt covenant requirement. The
Directors have also calculated a ‘reverse stress
test’ which represents the changes that would
be required to the ‘base case’ in order to breach
the Group’s debt covenant. Such ‘reverse stress
test’ showed that the forecast Group profit
would have to reduce significantly in order to
cause a breach, and the likelihood of this is
considered to be extremely remote.
Accordingly, the Directors have concluded that
there are no material uncertainties with respect
to going concern and have adopted the going
concern basis in preparing the consolidated
financial information of the Group as at
31 March 2025.
3 Net debt to EBITDA at 31 March 2025 is on a pro forma basis,
as if CP Kelco was acquired on 1 April 2024.
4 Free cash conversion calculated as: free cash flow before
capital expenditure divided by adjusted EBITDA.
41
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
The biggest focus for our business
and our people this year has been
our work to integrate CP Kelco
successfully into Tate & Lyle.
Acquiring CP Kelco has given us a great
opportunity to look at every aspect of our
organisation, and to ensure that, with our
people’s support, we take the best of both
businesses and blend them to make a new,
stronger Tate & Lyle. We recognise though, that,
like all business integrations, it’s an unsettling
time for people as they wait to hear what it
means for their future. Throughout the
preparation and implementation of our
integration process, we’ve communicated
regularly on our progress, sharing the same
information at the same time with both the
Tate & Lyle and CP Kelco teams, with the aim of
treating everyone fairly and with respect as we
restructure the business.
Bringing our businesses together
While change at this scale takes time, the
similarities between Tate & Lyle and CP Kelco
have given us an excellent foundation to build
on. Both are driven by a genuine sense of
purpose, underpinned by a strong culture and
clear values. Both are committed to leading on
environmental sustainability and delivering
positive social impact. There are differences
too, such as our approaches to performance
management and career development.
Our aim has been to blend our similarities and
embrace those differences to create a new,
unified culture and a shared set of values for the
combined business. So one of the first steps we
took following the acquisition was for the
leadership teams from both businesses to come
together, along with some external expert help,
to work on doing just that.
Our people:
Blending the best of
two strong businesses
OUR NEW VALUES
Following the combination of Tate & Lyle
and CP Kelco, we worked together to
define a set of new values for our enlarged
business. This involved a series of
interviews, focus groups and surveys
involving around 2,000 colleagues across
both organisations, as well as discussions
with our Board and leadership team. The
new values we established together are
set out below, and these are starting to be
lived across our enlarged business.
WE PUT THE CUSTOMER FIRST
We prioritise the customer in everything
we do, continuously working to accelerate
growth together.
WE EMPOWER OUR PEOPLE
We respect and care for people, keeping
them safe and well, and free to be
themselves and perform at their best
every day.
WE WIN AS ONE
We are ambitious, agile and bold, working
as one team to win and deliver.
WE CREATE A BETTER FUTURE
Through every decision we take, we strive
to create a healthier future for our society
and planet.
STRATEGIC REPORT
42
Tate & Lyle PLC Annual Report 2025
OUR PEOPLE CONTINUED
We’ve also provided regular updates on our
progress, including detailed question and
answer documents. And while we paused our
annual global employee engagement survey to
focus on building our new organisation, we have
created other opportunities for our people to
have their say through pulse surveys and a
dedicated web page that allows them to ask
questions anonymously. Our annual survey will
return later in 2025 and will include specific
questions to help us measure the impact of our
integration work.
n any new organisation, it’s important that
processes are in place to help people do their
jobs efficiently and effectively, and that people
know what they can and can’t do. Therefore, a
key part of our integration programme was to
put in place the tools and information people
need to do just that. From 1 April 2025, when we
started operating as one combined business,
we established a new ‘Organisation Playbook’
clarifying the basics of how to get things done
in the new organisation. We also issued a new
‘Delegation of Authority’, setting out who has
the authority to make decisions, commit
expenditure and sign contracts across the
enlarged business. And to help colleagues
engage with and connect to our refreshed
brand (see page 44), we established an
interactive employee brand portal.
Focus on clear communications
n any company, whether or not it’s going
through a major period of change,
communicating clearly with employees is
critical to help them feel fully engaged and
part of delivering the company’s success. Our
leaders, including our Chief Executive, Nick
Hampton, regularly connect with colleagues
across Tate & Lyle, through virtual cafés, videos
and newsletters, as well as visiting sites to hold
physical townhall meetings and face-to-face
discussions. We also encourage employee
discussion and debate through our internal
social media channels.
Creating cultural change doesn’t simply happen
on paper. t requires collective effort in practice
across a business. So throughout this process
we asked people from both Tate & Lyle and
CP Kelco to share their views, through surveys
and focus groups, to help us co-develop a new
set of values (see page 42) and a refreshed
brand, both of which we launched on 1 April
2025. Our leaders are now working with their
new teams to bring our new values to life in their
day-to-day work. They are being supported by
a number of ‘culture champions’ from across
the Group – colleagues who are passionate
about our company and are helping our people
connect with our refreshed brand and values
and what we stand for.
Building our new organisation
At the same time, we have restructured our
organisation to create a business built on the
strengths of both companies. This has involved
a comprehensive review of every job at every
level of the business, followed by mapping
individuals against each role, and completing a
fair and objective assessment where more than
one candidate could be considered.
Our organisation has been built on a new job
architecture which has created a shared
platform for our people to grow. We’ve also
introduced a new job grading structure, while
work to harmonise key policies and create a
systematic approach in areas like performance
management and reward are underway. We still
have work to do, such as bringing together
our people management T systems given that
the two companies have historically used
different systems.
Throughout this period, our driving principles
have been fairness, equity and consistency.
For example, every interview panel included
an HR professional from both Tate & Lyle and
CP Kelco, as well as the hiring manager. And
we have ensured any colleague leaving the
business as a result of the integration process
has had access to our Employee Assistance
Programme and outplacement support to help
them in the next step of their career.
EMPLOYEE PROFILE
at 31 March 2025
Number of employees
4,971
(2024: 3,318)
Employees by geography (%)
30
36
22
10
2
North America 30%
Europe 36%
Asia Pacific 22%
Latin America 10%
Middle East and Africa 2%
Gender diversity (%)
58
42
BOARD
58
42
EXECUTIVE
COMMITTEE
65
35
ALL
EMPLOYEES
Men
Women
It’s been great to welcome our
new colleagues from CP Kelco to
Tate & Lyle. Our shared sense of
culture and values has been clear
from the start.
Tamsin Vine \ Chief People Officer
Events were held to mark the combination of
Tate & Lyle and CP Kelco across the business
(pictured – Singapore, above; São Paulo, below)
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
43
OUR PEOPLE CONTINUED
Looking after our people’s
wellbeing
With a significant amount of change happening
across the business, and the stress that can
cause, we have stayed focused on our people’s
physical and mental wellbeing throughout the
year. We continue to grow and train our network
of Mental Health First Aiders, as well as draw
upon our Employee Assistance Programme
provider’s expertise to provide targeted support.
Our provider’s ‘Wellbeing Wednesdays’
sessions, for example, remain popular among
our US employees.
We continue to offer hybrid working for our
office and lab-based employees. Some people
thrive in an office environment while others feel
they get more done working from home. Our
challenge is to find an approach that suits
everyone while, at the same time, keeping us
connected. Within this framework, we are
encouraging our people to spend more time
together in person to help build new relationships
and create a sense of belonging as we continue
our work to bring the Tate & Lyle and CP Kelco
businesses together. This is working well and we
continue to encourage our team leaders to find
the right blend for them without forgetting, of
course, that many of our colleagues who work in
our plants cannot work from home.
Wellbeing remains a core element of our
Journey to Environment, Health, Safety, Quality
and Security Excellence (J2E) programme.
Through J2E, teams at each of our sites track
what’s being done to care for the wellbeing of
our employees through initiatives such as
training events, healthy eating information,
running groups and education sessions, as well
as the essential contribution made by our
Mental Health First Aiders. For more on the J2E
programme, see pages 50 to 52.
Rewarding and recognising
our people
Fair, performance-based pay and reward are an
important part of recognising and motivating
people and we regularly benchmark our
remuneration packages against the market to
ensure they are fair. n this year’s salary review,
we remained attentive to inflation and the
cost-of-living pressures that people still face in
many of the countries where we operate. We
also recognise that the success of the business
is a collective effort, which is why we continue
to give some form of performance-linked
discretionary reward or recognition to
employees with at least six months’ service.
But we know that recognition is about far more
than pay, and can take many forms, from
localised recognition moments in team
meetings, through to large events that recognise
truly exceptional behaviour. For example, our
global ‘Above & Beyond Heroes Awards’ gives
people the chance to nominate colleagues
who have made a big difference to the way we
work, have overcome significant challenges, or
have otherwise achieved remarkable things.
Meanwhile, our Executive Committee
nominates at least one person or team each
month for special recognition, and we
encourage people to highlight their colleagues’
achievements and contributions through our
internal social media channels.
Developing skills for future
success
Making sure our people have the right skills
is an essential part of how we will grow our
business. So we focus our training programmes
on helping employees strengthen their existing
skills, as well as developing new ones in line
with our strategic goals. We continued to offer
Connect Catalyst – a management training
programme with different modules focused
on different aspects of good management.
The programme also includes peer-to-peer
coaching to help participants put theory
into practice.
We provide the majority of our training virtually
which, alongside e-learning, gives people
flexibility and options to develop skills and
knowledge in their own way, at their own pace.
Linked n Learning is a fundamental part of
this mix, with around 25,000 courses in 13
languages. We also use our Company-wide
Workday® platform to offer more than 1,600
training courses. Nonetheless, peer-to-peer
learning remains invaluable, and we continue to
offer a global mentoring programme through
our employee resource group, Launchpad,
which focuses on career development.
REFRESHING OUR
BRAND
Our brand is a critical part of our identity
and culture. As part of the integration
process, we decided to refresh the
Tate & Lyle brand to incorporate the best
elements of CP Kelco, launching the
refreshed Tate & Lyle brand on 1 April
2025. This was not only an important
milestone in the integration of the two
businesses, but also a great way to help
our employees feel connected to our new
culture and empowered to help embed it
within the business.
Our commitment to ‘Science, Solutions,
Society’ remains at the heart of our brand
and represents the promise we make to
our customers and how we will deliver
our purpose. As well as new signage at
many sites and the launch of a new
website, on 1 April 2025 around 10,000
customer-facing documents were
rebranded from CP Kelco to Tate & Lyle,
providing another tangible way for our
customers to experience our two
businesses coming together.
Our refreshed brand and narrative
have been well received by colleagues,
both old and new, and continues to
attract people to Tate & Lyle who aspire
to work for a business with a genuine
sense of purpose.
Making sure our people have the
right skills is an essential part of
how we will grow our business.
Catherine Heritage \ Vice President, Talent
and Organisational Development
STRATEGIC REPORT
44
Tate & Lyle PLC Annual Report 2025
OUR PEOPLE CONTINUED
Building an inclusive business
In April 2022, we established a series of goals to
assess our progress towards being an inclusive
business. We measure our progress against
these goals on 31 March each year, and for the
goals we looked to meet in 2023, 2024 and
2025 we have given an update on our progress
below. In light of the acquisition of CP Kelco
and the new shape of the business, we will
reassess these goals in the coming year and
report any changes in the 2026 Annual Report.
Strive to integrate inclusion into our
core organisational structures,
policies and practices.
Our goals:
2024
High-potential employees from under-
represented groups will be sponsored
for advancement. This is being driven
through our Launchpad Employee
Resource Group.
2026
n each region, we aim to achieve parity
between minority and majority groups in
attrition rates, and in employee
engagement scores on inclusion.
Listen to, speak to and serve
society by delivering progress
on inclusion for and with our
customers, communities and
suppliers.
Our goals:
2030
Our aim is for employees to spend 30,000
hours volunteering for projects aligned
with our purpose and our priority UN SDGs.
2030
We aspire to expand our spend with
diverse suppliers globally, with interim
goals achieved for North America
supplier diversity by 2027.
SYSTEMS
Educate all to achieve the
competence needed to create and
sustain an inclusive culture.
Our goals:
2023
We aim for 10% of employee resource
group (ERG) leaders’ paid time to be spent
on ERG work. We met this goal on 31 March
2023, and continued to meet it in 2024 and
2025.
2026
We aspire for employees, managers and
leadership to spend 10, 15 and 20 hours
each respectively on inclusion training.
CULTURE
Strive for diversity in the workforce
that reflects the local communities
we serve.
Our goals:
2025
We aim to achieve gender parity in
leadership and management roles.
Women hold 46% of these roles (not
including CP Kelco), a significant
increase from 27% in 2020.
2030
We aspire for teams at all levels to be
representative of their local
communities.
TALENT SOCIETY
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
45
Tate & Lyle PLC Annual Report 2025
OUR PEOPLE CONTINUED
Building an inclusive business
Our ambition is for Tate & Lyle to be a truly
inclusive business. During the year, our Chief
Executive, Nick Hampton sent a message to
all employees reiterating our commitment to
deliver on this ambition. The importance of
this to our people was demonstrated by the
response: Nick received more replies – all
positive – to this message than any other
he’s sent in his seven years as Chief Executive.
We continue to believe in the power and
potential of different perspectives to unlock
innovation and accelerate growth. Our ambition
is to help all our employees feel seen, heard
and valued, and to build teams that reflect the
local communities we serve. We also support
similar principles throughout our supply
chain. This means ensuring that inclusion is
embedded in everything we do – in our policies
and systems, in developing new ways of
working and in educating our people. We know
our new colleagues from CP Kelco share our
principles and as part of our integration work,
we are looking at how best to adopt this
approach together.
Progress against our ambition
The change in the shape of our business during
the year means that we need to review the goals
we set in 2022 to ensure they are still relevant for
the enlarged business (see page 45). We have
started that review and will report on any
changes in next year’s Annual Report.
Once again in 2025, we met our aim that
employee resource group (ERG) leaders spend
10% of their paid time on ERG work. On our
ambition to achieve gender parity in leadership
and management roles by 31 March 2025,
representing over 500 positions, 46% of these
roles were held by women at that date. While
this is slightly below our ambition, it shows
significant progress from 27% being held by
women in 2020. Finally, we continue to support
employees from under-represented groups to
advance within the company either through the
talent management system or with the support
of the Launchpad employee resource group.
Amplifying the impact of our employee
resource groups
Our ERGs are an important part of our work to
ensure everyone feels included and valued.
Anyone in Tate & Lyle can set up an ERG or
join an ERG either as a member or as an ally.
This year they have continued to host events
celebrating our differences and creating a
deeper sense of community, as well as helping
colleagues find support, education and
development. For example, Launchpad
continues to run our company-wide mentoring
programme, and Balance provides support to
employees when they face challenges with their
mental health. The ERGs continue to help us
review our people-related policies to ensure that
any new policies or updates to existing ones are
based on our inclusive foundations.
As we move forward as one combined
company, our ERGs will be more important
than ever in helping us embed our new values
and culture. We therefore want them to be
more involved in helping us develop our
policies and processes to benefit everyone,
as well as holding events and offering support
to their members.
Looking ahead
With the new Tate & Lyle organisation now in
place, we can start to look towards the future.
We are pleased to see a growing sense of
excitement among our people about the
opportunities that lie ahead. As we work to
integrate our two businesses, we’ll continue to
stay close to our people and to ensure they can
be at their best and develop their careers in the
new, enlarged Tate & Lyle.
PROGRESS ON GENDER
DIVERSITY
at 31 March 2025
42
%
women on our Board
42
%
women on our Executive Committee
46
%
women in leadership and management roles
1
UK gender pay gap reporting
Although we are below the legislative
threshold for UK gender pay reporting,
we publish details of our UK gender pay
gap on our website. Our UK employee
population is about 5% of our global
employee population. Using the UK
government’s methodology, the UK
median gender pay gap at 1 April 2025
was 10.6% in favour of women.
UK median gender pay gap
10.6
%
in favour of women
1 Leadership and management roles are defined as the
top five employee bands, representing more than 500
people. Tate & Lyle only, not including CP Kelco.
Note: Of the 148 people who are senior managers in our
top 3 employee bands and statutory directors, 31%
are women.
Employee resource groups
Anyone in Tate & Lyle can set up an
employee resource group or join a group
either as a member or as an ally.
We currently have seven global employee
resource groups, with local regions able
to set up chapters or sub-groups:
• GN TE, the network for Tate & Lyle
women and their allies
• Proud Place, the LGBTQ+ Network
• Black Employee Network
• Balance, mental health and wellbeing
• Launchpad, supporting career
development
• Veteran Employees Together
• Asian Pacific Professional Network
Our employment policy
Our employment policy is to select the
best candidates for every position
regardless of age, disability, marital or
civil partnership status, pregnancy or
parental/care-giving responsibilities,
race, ethnic or national origin, nationality,
religion or belief (including lack of belief),
social background, gender, gender
reassignment or sexual orientation.
STRATEGIC REPORT
46
Tate & Lyle PLC Annual Report 2025
OUR PEOPLE CONTINUED
Doing business the right way
While integration has given us the opportunity
to rethink our culture and values, the principles
that underpin our business conduct have not
changed. Our colleagues at CP Kelco share
those principles and have similar policies and
procedures to help them do business with
integrity. While there are also differences in
some of our approaches and systems, like every
other aspect of our organisation, we’re working
together to create a single, unified approach,
built on the best of both businesses.
Our Code of Ethics
Our Code of Ethics sets out how we expect
everyone to do business at Tate & Lyle – from
our Board and Executive Committee to our site
teams. As a measure of its importance, our
Code was sent round to everyone in Tate & Lyle
and CP Kelco on the day we began operating
as one business. t did not really mark anything
new for our CP Kelco colleagues, however;
while there were some differences in emphasis,
the general principles were already very
familiar to them from CP Kelco’s own code of
conduct. Both businesses are committed to
fostering a working environment characterised
by trust, honesty, fair treatment and respect for
human rights.
As usual, we continued our annual Code
training programme for employees, with
additional modules on particular areas of focus.
This year, due to new UK regulation on fraud,
we developed a new policy on how to deal with
fraud, and ran training on trade secrets for
those whose jobs required it. Next year, we’ll be
integrating our new CP Kelco colleagues into
our various training programmes.
Every two months, the Ethics and Compliance
team makes a newsletter available to
employees explaining changes in regulations,
news about training programmes and other
related information.
Encouraging employees to raise concerns
We strongly encourage people to report
breaches through our Speak Up whistleblowing
programme, which we advertise in all our plants
and offices, on our intranet and through other
internal communications. This reflects our belief
that prevention is the best approach – if people
understand what’s expected of them and why,
they’re more likely to do the right thing.
Our CP Kelco colleagues gained access to our
Speak Up programme as soon as they formally
joined us in November 2024. And, while they
had a very similar whistleblowing policy, we
rolled out a site-wide communication campaign
to explain how our programme works and how
to report a breach.
This year, 42 concerns were reported to
Speak Up or through other whistleblowing
channels. We investigate every concern raised,
but sometimes have multiple calls about the
same issue, or reports where not enough detail
is given to enable a fair investigation. As a result,
the number of concerns we investigated this
year was on a par with last year, at 39, with
most relating to breaches of policies or
procedures, or perceptions of unfair treatment.
We treat any concern raised as whistleblowing,
which means it is reviewed by our Head of
Ethics and Compliance.
Policies
Alongside the Code, we publish our
supporting policies on our intranet.
These include:
• Competition (Anti-trust)
• Gifts and Hospitality
• Anti-Corruption/Bribery
• Engagement of Third Parties
• Trade Compliance
• Anti-Facilitation of Tax Evasion
• Whistleblowing
• Fraud (new this year)
OUR CODE OF ETHICS
Our Code of Ethics helps everyone make
the right choices in their day-to-day work.
t’s essential that we all know about it and
understand it, which is where training
comes in. That includes e-learning for
everyone and face-to-face training,
either in person or online, for areas of
particular risk.
13
languages
99
%
employees trained in the Code
99
%
of employees (who need it) trained
in trade compliance
99
%
of employees (who need it) trained
in the Criminal Finances Act
99
%
of employees (who need it) trained
in managing trade secrets
While the integration of CP Kelco
has given us the opportunity to
rethink our culture and values,
the principles that underpin our
business conduct have not
changed.
Lauren Higgins \ Head of Ethics and
Compliance
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
47
For our employees, our
commitment to our community
programme is fundamental
to who we are and a key part
of how we live our purpose.
Our community programme
Our programme is brought to life by our purpose
pillar of building thriving communities. Our
community involvement programme is focused
on three main areas, with a particular emphasis
on supporting children and young adults.
• Health: We support projects that improve the
health and wellbeing of people of all ages,
helping them understand the roles played by
nutrition and physical activity in a well-
balanced life.
• Hunger: We work with organisations to give
access to nutritious meals to people in need
in our local communities and beyond.
• Education: We work with local schools,
educational foundations and other
community partners to help prepare students
for healthier, brighter futures.
Where possible, we also align our community
activities to our five priority UN SDGs
(see page 14).
Our partners include registered charities,
educational institutions and non-governmental
organisations that meet our high standards for
delivering services and results. Our plan and
budget for community involvement are
developed and approved as part of our
Group-wide annual planning process, and we
report progress against our community-related
purpose targets on page 34.
Many of our sites have their own community
involvement committees that champion local
projects and encourage employee participation.
n many cases, we have supported local
charities for well over a decade or more.
SUPPORTING OUR
LOCAL COMMUNITIES
In the year ended 31 March 2025, our
cash community spend and charitable
donations amounted to
£455,000
(2024: £430,000)
Areas of focus (%)
28
51
21
Health
Hunger
Education
Our communities:
Building stronger, healthier
communities
I am constantly amazed by the
willingness of colleagues across
the world to give their time and
talent to make a positive and
lasting difference to the local
communities where we operate.
Rowan Adams \ Chief Corporate Affairs
and Sustainability Officer
STRATEGIC REPORT
48
Tate & Lyle PLC Annual Report 2025
OUR COMMUNITIES CONTINUED
Supporting our local communities
Donating to food banks to help people in our
local communities get a nutritious meal has
been a core part of our community programme
for many years. The ongoing cost-of-living
crisis means that demand for food banks has
continued to rise, so our partnerships with food
banks across the world are as important as ever.
These partnerships go beyond donating meals,
with colleagues packing meal boxes and
helping out with deliveries. Through their efforts,
we exceeded our purpose target set in 2020 of
donating 3 million meals by 2025 well ahead of
schedule. n fact, by 31 March 2025, we had
donated 4.6 million meals.
Since 2022, we estimate our employees have
volunteered more than 4,000 hours of time to
support their local communities, and it’s their
enthusiasm that makes our community
programme so successful. Once again, they
were involved in a range of activities throughout
2024. For example, colleagues in Japan took
part in the ‘Walk the World’ event to support the
World Food Programme and colleagues in
Łódź, Poland, worked at their local food bank to
prepare food packages for Ukrainian refugees
living in their community. Meanwhile,
colleagues in Thailand held events to promote
wellness and safety for students at nearby
schools. And with the environment still high on
everyone’s agenda, many of our sites supported
local waste clean-ups this year, including
Mc ntosh, Alabama, US, and Mold, UK.
Gardening is great for physical and mental
health, as well as supplementing people’s diets
with freshly grown produce. We continue to run
gardening projects in many of our local
communities including in South Africa, Brazil,
Mexico and Colombia. We support gardens
at schools in Kya Sands, South Africa, and
Hoffman Estates, llinois, US, and also provide
new equipment such as installing a water
fountain in a playground at a school near
Mc ntosh, Alabama, US, to ensure children stay
healthy and hydrated in the summer heat.
Inspiring and mentoring students
We support a variety of educational initiatives
around the world that encourage students to
pursue their studies and help prepare them for
working life. For example, in the US, our science,
technology, engineering and mathematics
(STEM) programme supports students at
schools close to many of our facilities, and in
llinois, US, we partner with the Chicago High
School for Agricultural Sciences to provide
scholarships for black students to pursue
agricultural studies in college. n Cape Town,
South Africa, we provide bursaries for students
to study food science at the local university.
Meanwhile, this year, our colleagues in
São Paulo, Brazil; Santiago, Chile; London, UK;
and Hoffman Estates and Lafayette, US, all
participated in mentorship programmes,
sharing career advice, coaching tips and
holding mock interviews for students about to
enter the workforce.
Looking ahead
n the coming year, we will work to integrate
our new CP Kelco sites into our community
programme. Both businesses have long-
standing community programmes, reflecting
our strong cultural alignment, purpose and
values. CP Kelco’s programme focuses on
similar areas, including wellbeing, education
and the environment, which should make
integrating our programmes relatively easy.
We want to maintain the strong levels of
employee engagement across all our local
communities, both existing and new, and to
continue to deliver on our goal of building
thriving communities wherever we operate.
Highlights of the year
HUNGER HEALTH EDUCATION
Providing nutritious meals
for local people who need
them most
Helping communities learn
about food and nutrition
Supporting students with
scholarships and mentoring
US (pictured)
Colleagues from our Sycamore
and Hoffman Estates, Illinois,
sites packed over 15,000 meals
at the Northern Illinois Food Bank
for families needing support
during the Thanksgiving holiday.
Australia
Our team of volunteers from
Brisbane and Melbourne
worked at the food organisation,
FareShare SecondBite, to
prepare more than 4,500 meals
for people in need.
Brazil
Our team in São Paulo work
with a local charity, GoodTruck,
which takes food that would
otherwise be wasted and
prepares nutritious meals for
homeless and vulnerable
people in the local community.
Poland
Our team in Łódź worked at the
local food bank to prepare food
packages to be delivered to
Ukrainian refugees in need
within their local community.
Mexico (pictured)
We partner with Nuestros
Pequeños Hermanos, a charity
housing more than 600
orphaned, abandoned and
vulnerable children in the state
of Morelos, to help them grow
fresh fruit and vegetables for
meals, while also helping them
learn about food safety and
nutrition.
China
We partner with the China
Foundation for Rural
Development to support a
number of schools in
underdeveloped areas of the
country, providing nutritious
snacks, new kitchen equipment
and nutrition education for
students and teachers.
South Africa
Through our partnership with
Food and Trees for Africa,
colleagues at our Kya Sands
facility support children at a
local primary school to cultivate
their garden, which feeds
themselves and local
households.
US (pictured)
Our team in Lafayette, Indiana,
took time to hold mock interviews
for fifth grade students at the
local elementary school.
Argentina
Working with our community
partner Asociación Civil DE LA
NADA in Buenos Aires, we
provide scholarships and
educational material to support
local students.
UK
Working with the charity, Future
Frontiers, colleagues from our
London head office mentored
children aged between 14 and
16 from an East London school
to help them think about their
future education and career
choices.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Tate & Lyle PLC Annual Report 2025
49
Keeping people safe and well
at our sites is our primary concern,
whether they work for us or with us.
As a global business that manufactures and
blends ingredients made from agricultural
crops, our priorities are the health and safety
of the people who work for and with us, and
consideration for the environment – which we
summarise as EHS. Our work is supported by
our Journey to Environmental, Health, Safety,
Quality and Security Excellence (J2E)
programme, which helps ensure everyone is
working to the same high standards.
Consistency is especially important in times of
change, and we’ve already begun integrating
our seven CP Kelco manufacturing sites into J2E.
Full integration is a long-term process, but we
have a head start since our new colleagues share
our strong commitment to health and safety and
already have some excellent processes in place.
Our task is to create a clear, unified approach,
blending expertise from both companies to
create a stronger organisation that is even better
prepared to manage the risks associated with
running manufacturing sites. Because we report
health and safety data by calendar year, we
describe Tate & Lyle’s performance this year,
excluding CP Kelco, on page 51, and will include
CP Kelco’s data in our 2025 calendar year results
in next year’s annual report.
While we will adapt elements of our existing
approach, what won’t change is our overall
commitment to the safety and wellbeing of
everyone who works for and with Tate & Lyle.
We continue to expect employees, contractors
and third parties to:
• Comply with all safety rules and regulations
relevant to their work
• ntervene to prevent unsafe conditions through
our ‘Stop Work Authority’, which gives anyone
the right to halt a procedure if they believe
it’s unsafe
• Respect fellow workers and the communities
where we work.
Our approach is about more than just following
rules. t’s about having a mindset that keeps
us aware of, and allows us to eliminate or
control, our risks, and a willingness to challenge
each other, without judgement, to understand
why accidents happen. Our performance this
year shows why that willingness is so important,
with significant improvement in some
areas and more sites passing through J2E
‘tollgates’, somewhat offset by a rise in our
recordable incidents.
J2E AIMS TO…
• Build a strong, sustainable EHS culture
• Keep people safe and prevent loss of
life and injuries
• Prevent business disruption
• Provide clarity about the behaviour we
expect from those who work for us and
with us
• Manage our operational EHS risks while
ensuring compliance with applicable
regulation
• Minimise our environmental footprint
It’s encouraging to see the
continued enthusiasm for our J2E
programme across all our sites.
Jan-Jaap van der Bij \ Senior Vice President,
Environment, Health, Safety, Quality
and Security
Health and safety:
Maintaining good progress
50
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
HEALTH & SAFETY CONTINUED
PERFORMANCE IN 2024
We report safety statistics by calendar year. The figures below are for Tate & Lyle sites
excluding CP Kelco. From the date of joining Tate & Lyle in mid-November until the end of
December 2024, CP Kelco experienced five recordable incidents, all of which were minor.
Leading indicator –
PSEs
Number of
incidents
Number of lost-work and
restricted-work cases
1
(2023: 9)
26
(2023: 21)
13
(2023: 17)
Potentially severe events (PSEs) are events or incidents that could have resulted in a major or
severe incident.
Recordable incident rate
1
Lost-time rate
2
1.04
0.00
0.90
2022
0.46
0.72
0.68
2024
0.60
0.16
0.53
2023
0.80
0.00
0.69
2022
0.37
0.15
0.34
2024
0.48
0.16
0.43
2023
Employees
Contractors
Combined
1 Number of injuries requiring treatment beyond first
aid per 200,000 hours.
2 Number of injuries that resulted in lost-work days or
restricted work per 200,000 hours.
Number and nature of accidents causing injury (26 in total)
Contact with sharp object 26%
Struck by or against 19%
Fall, same level 15%
Fall, different level 8%
Forceful exertion, pushing or
pulling 8%
Caught in, under, on or
between 4%
Contact with extreme temperature
4%
Slip, trip or fall 4%
Expose to 4%
Repetition 4%
Stepped on 4%
Total 100%
7
2
5
4
2
1
1
1
1
1
1
1 We report safety performance by calendar year.
For EHS reporting purposes, employees include all those at
Tate & Lyle-owned operations and joint ventures and we also
include contractors. This year’s figures exclude data from
CP Kelco sites, which will be incorporated in our 2025 calendar
year reporting.
EHS governance, systems
and reporting
Governance
Our EHS Advisory Board oversees
J2E and reviews performance. t meets
quarterly and is made up of senior
executives, including the Chief Executive.
The Board of Directors receives updates
on EHS performance at every meeting,
and a more detailed review of progress
once a year. We explain our sustainability
governance framework in the Environment
section on page 55.
Systems
J2E is supported by a global management
system, aligned with the requirements
of international standards for the
environment, occupational health and
safety, and risk management ( SO 14001,
SO 45001 and SO 22000). This feeds
into our global Environment, Health,
Safety, Quality and Security policy
(available on www.tateandlyle.com). t sets
out a number of principles designed to
keep our people safe, along with a
consistent set of requirements and
expected results.
We encourage all employees to share
their ideas and report concerns via our
cloud-based tool, Benchmark, which
enables us to manage EHS data
efficiently and consistently. Every week,
the EHS team shares with a wide group of
employees the latest EHS performance
data, details of any incidents and
corrective actions taken, and examples
of good practice.
Public reporting
We explain the scope, principles and
methodologies we use to report our EHS
performance in ‘EHS Reporting Criteria’
at www.tateandlyle.com/purpose. We
report EHS data by calendar year.
Our 2024 safety performance
1
This year saw Tate & Lyle’s best performance
since we launched J2E against two of our key
indicators. Potentially severe events (PSEs) were
down 89%, and our lost-time rate was down
21%. This progress is, once again, thanks to our
people’s commitment to keeping each other
safe, as well as a renewed focus on key
activities, such as active reporting, stopping
potentially unsafe work and reviewing permits
before work begins.
Despite these improvements, we saw a 28%
increase in our recordable incident rate, even
though they did not necessarily result in lost
time. Our analysis identified a rise in the number
of injuries involving hands or working at height,
so in February 2025, we launched a new hand
safety campaign highlighting some of the
most common risks and how to avoid them.
Nonetheless, while no one should leave our
sites injured, we were pleased that the severity
and number of lost-time incidents continued
to fall, with no severe injuries at any of our sites
since 2018.
Early in 2024, we noticed that some of our
leading indicators, such as safety observations
and near miss reports, were not heading in the
right direction. To address this, we carried out
formal sessions at our sites to help teams
refocus on the importance of active reporting,
stopping work when they see something
unsafe, reviewing permits and conducting
risk assessments before starting work. As a
result, over the full year, we saw a significant
improvement, with the number of near miss
reports increasing 11% and the number of
reported EHS concerns rising 15%. However, we
still have work to do to improve the number of
safety observations reported, which were down
8% in the year.
51
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
HEALTH & SAFETY CONTINUED
Good progress on our J2E
Our J2E programme helps us promote the
safety of our people, neighbours and the
environment around our plants. t’s a clear
demonstration of our purpose and shows
customers that our products are the result of
our people sticking to common processes that
promote safety, quality and sustainability.
t’s been very pleasing to see our people
embracing J2E since its launch seven years
ago. Their enthusiasm is a constant inspiration
– best demonstrated this year by the team at
Łódź, Poland, who fulfilled their goal to become
our first office to pass the final ‘tollgate’ 7 in
February 2025. Reaching tollgate 7 is a great
achievement for any site, but it doesn’t mark the
end of the journey. Rather, it’s a starting point for
a new way of thinking, and all sites need to retain
their tollgate status. To do this, we carry out a
three-year, risk-based review cycle to ensure
they are maintaining the required standards.
Łódź reaching tollgate 7 wasn’t our only ‘first’
this year. Our site in Boleráz, Slovakia, became
our first corn wet mill to reach tollgate 6. This
result demonstrates how much we can achieve
when we empower our people to take collective
responsibility for each other and for our sites.
t also highlights the cultural shift that we tend to
see after tollgate 5, where teams begin to draw
on everything they’ve learnt so far to take a
more proactive role in problem-solving and
driving performance.
We’re seeing that shift occur at our Sagamore,
Lafayette, ndiana, US, site as well, which this
year passed tollgate 5. This is another
significant achievement for a big, busy
manufacturing plant and is testament to the
collective effort of the team to drive cultural
change and implement strong EHS systems.
Cultural change starts at the top, and it is thanks
to proactive leadership that our stevia plant in
Anji, China – which only joined Tate & Lyle in
2020 – passed two tollgates in 2024, reaching
tollgate 4 in October.
Inspiring colleagues through mentoring
One of our most exciting developments this
year was our new mentoring programme.
EHS leaders from our six sites that have passed
tollgate 5 or higher were each paired with
another site, sharing what they’ve learnt about
driving cultural change. The programme also
helps our mentors deepen their leadership skills,
and is one of the ways that we can keep the J2E
experience fresh for our people.
While it is vital that we stay vigilant to our risks,
maintaining that focus can be challenging,
and sometimes a site has to reset its position
in J2E. This was true for our site in Koog, the
Netherlands, this year, which was reclassified
from tollgate 4 to tollgate 2. This gives the
team the space to re-evaluate and adjust their
approach in a supportive environment.
Encouraging people to raise concerns
As part of the culture we’ve created through
J2E, we encourage our people to report any
EHS concerns via our cloud-based Benchmark
tool. Once again, we saw an increase in the
number of these reports, rising from 5,296 in
2023 to 6,069 during 2024.
This vast repository of data helps us identify
and address trends, such as the spike in
incidents involving hands and working at height
that occurred in early 2024, which we then
tackled through focused communications
campaigns and training. We’re also working
with some of our sites and a group of Benchmark
‘superusers’ from across Tate & Lyle and
CP Kelco to strengthen our analytical skills so
we can use our data to start predicting trends
before they even occur. We intend to support
this by embedding new artificial intelligence
tools within Benchmark to help us spot these
trends more quickly.
A combined approach
As our Tate & Lyle sites continue their J2E
journey, our new CP Kelco colleagues are just
starting theirs. We’ve been working with them
since November 2024 to integrate J2E into their
daily routine, while ensuring we keep the best
aspects of CP Kelco’s own EHS processes.
What is clear is that our newest colleagues
share our commitment to high EHS standards
and an enthusiasm to learn from one another.
CP Kelco’s risk management process is an
excellent example. t has helped to significantly
reduce process safety incidents and we’re now
looking at incorporating it into the broader
Tate & Lyle system.
We also see real excitement for J2E, particularly
the way it inspires a collective sense of ownership
for EHS excellence. Our focus so far has been
on assessing the level of each of CP Kelco’s
seven manufacturing sites. While each starts
at tollgate 1, we expect some to rise quickly
through the earlier tollgates, while respecting
that it will take time to reach tollgate 5
and above.
Combining the best of both businesses isn’t
just about adapting our processes. t’s also
about making sure we have the right structure
to draw on the collective expertise of our EHS
professionals, and that everyone understands
our goals. So we’re building a new combined
EHS organisation of leaders and subject matter
experts, and, as we do so, we’ll keep sharing
monthly and quarterly updates on our work with
our people so that they understand what we
expect from them.
Looking ahead
Ongoing integration work to create a ‘best in
class’ approach to EHS will continue in the
coming year, as we work to incorporate
CP Kelco’s performance data into our 2025
calendar year reporting. And, while the focus on
the integration of CP Kelco has meant that some
of our plans were put on hold last year, these will
come back on the agenda this year as we work
to keep everyone safe – wherever we operate.
J2E: TOLLGATE
PROGRESS
Number of sites at each tollgate
(30 in total)
3
5
6
7
3
6
Tollgate 1 – 0%
Tollgate 2 – 10%
Tollgate 3 – 17%
Tollgate 4 – 20%
Tollgate 5 – 23%
Tollgate 6 – 10%
Tollgate 7 – 20%
How J2E works
Every site with more than five people –
whether it’s a plant, lab or an office – is
involved in our J2E programme, passing
through seven stages or ‘tollgates’, with
help from colleagues who champion a
specific aspect of EHS culture. Sites can
only pass through a tollgate after a
rigorous assessment carried out by
internal EHS experts. Sites with five
people or fewer – generally small sales
offices – are still included in all our J2E
communications, and must adhere to
our policies.
52
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
Climate change and its impacts
are the biggest challenge facing
our planet, and present risks to
every country, business and
person. For Tate & Lyle, given that
nearly everything we make starts
life in the natural world, whether
it’s a leaf of stevia, a kernel of
corn, or the peel of a citrus fruit,
it’s essential that we take care of
our planet and all its ecosystems
for its own health and the future
health of our business.
Overview
The food sector has a huge role to play in
addressing climate change given that food
systems are responsible for around one-third
of global greenhouse gas (GHG) emissions.
1
And yet those same food systems, based on
agriculture, are particularly vulnerable to the
impacts of climate change, including changing
weather patterns. The last 12 months has again
seen a number of alarming records – the hottest
year overall; the highest ocean heat; the second
lowest extent of sea-ice in the Antarctic – and
we’ve continued to see wildfires, drought and
flooding, as well as biodiversity loss.
That’s why caring for our planet is one of the
three pillars of our purpose, and why we remain
committed to becoming a net zero business
by 2050. t’s also why, in 2024, we announced
ambitious new targets to deliver larger and
faster reductions in our Scope 1 and 2 and
Environment:
Building positive momentum
Scope 3 GHG emissions. We brought our target
dates forward from 2030 to 2028 and increased
our target emissions reductions to align them
with the requirements to limit global warming
to 1.5°C above pre-industrial levels.
These targets, which have been validated by
the Science Based Targets initiative (SBTi), are
supported by our other environmental targets
and commitments which retain the target date
of 2030. These are to purchase 100% of the
electricity we use across our operations from
renewable sources, to reduce our use of water
and to beneficially use all of our waste. We’ve
also committed to supporting regenerative
agriculture equivalent to the volume of corn we
buy globally each year. And in 2025, we issued
our new Forest Positive policy both to ensure we
comply with EU deforestation regulations, and
to meet our science-based target to have no
deforestation across our primary deforestation-
linked commodities by 31 December 2025.
How our environment report is structured
Our environment report integrates the
governance, metrics and some of the
strategy disclosures recommended by
the Task Force on Climate-related
Financial Disclosures (TCFD). We have
also continued to take steps to report
voluntarily against the disclosures
recommended for the Taskforce on
Nature-related Financial Disclosures
(TNFD). This reflects the way we integrate
climate considerations into our business,
as well as our increasing focus on our
relationship with nature. For details of
climate-related risks and additional
strategy disclosures see our TCFD report
on pages 74 to 79.
1 United Nations Food and Agriculture Organization.
53
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
ENVIRONMENT CONTINUED
Climate-related events continue to disrupt our
operations and supply chain, and we are taking
steps to mitigate their impacts and increase
our resilience, such as by investing to support
regenerative agriculture programmes. Climate
change also presents opportunities for
businesses that can make their operations and
products more sustainable. As a plant-based
business with a deep understanding of the
science of food, we’re well-positioned to create
the high-quality, lower-carbon ingredients
people want to live a more sustainable life.
We’re constantly adapting our approach to
sustainability across every aspect of our
business to make sure we embed it in all our
plans and processes, from where and how we
source our raw materials to how we develop,
manufacture and distribute our products. t
means designing sustainability into everything
we do, so it becomes part of all our thinking,
our investment decisions and our growth
strategy. This includes building environmental
improvements into our expansion projects and
acquisitions and making sustainability a core
part of our innovation process.
We’re committed to playing our part in tackling
climate change, and to protecting and restoring
our natural environment. But we know we can’t
do this alone. So, as we work to make our
operations and products more resilient to the
impacts of climate change, we will also continue
to work closely with our customers, suppliers
and other stakeholders across our value chain
to help deliver each other’s sustainability goals.
Integrating CP Kelco
The changes we’ve made to our business
this year do not alter our ambitions to drive
forward our sustainability programme. Our
new colleagues from CP Kelco share our
commitment to caring for our planet, and they
operate a number of sustainability-related
projects (see pages 55 and 58 for examples).
Nevertheless, integrating new facilities
and suppliers will have an impact on our
environmental footprint, and we’re currently
working to define that, and to ensure our
combined business remains ambitious in its
commitments and targets. As we integrate
CP Kelco’s emissions data, we will also update
Tate & Lyle’s emissions to account for the
impact of selling our remaining shareholding in
Primient – completed in June 2024 – reported
under our Scope 3 investments category.
How we are reporting environmental data
Since we report our environmental data
by calendar year, and we completed the
CP Kelco acquisition in November 2024, the
environmental data for the 2024 calendar year
in this report is for Tate & Lyle’s sites excluding
CP Kelco. We expect to begin reporting data
for the 2025 calendar year for the combined
business (Tate & Lyle and CP Kelco together)
in next year’s Annual Report.
Focusing on the areas of greatest materiality
and impact
To ensure we are focusing on the environmental
and social issues that matter most to our
stakeholders and where we can have the
greatest impact, we periodically carry out
materiality assessments. Our last assessment
was in March 2023 and, following our
acquisition of CP Kelco, we will carry out a
double materiality assessment later this year.
Our last assessment looked at two main areas.
First, the areas we are expected to manage
well, since they have significant potential for
risks if managed poorly. These include, for
example, product quality and safety, anti-
bribery and corruption, and data management.
Second, the areas where we could take a
leading position and where we would benefit
from ambition and strong performance. For the
environment, the most highly ranked areas in
the materiality assessment confirmed that the
areas we are currently focused on remain the
right ones, namely:
• Reductions in Scope 1 and 2 and Scope 3
GHG emissions
• Regenerative agriculture
• Water use and consumption
• Biodiversity
• Beneficial use of waste.
We report our progress and performance in
each of these areas in the rest of this section.
Our progress on the social issues that also
scored highly in the assessment are discussed
in other sections of this Annual Report.
OUR TARGETS
Climate and carbon emissions
By 2028:
Energy and industrial (E&I)
1
• We’ll deliver a 38% absolute reduction in our
Scope 1 and 2 GHG emissions.
2 3
• We’ll deliver a 38% absolute reduction in our
Scope 3 GHG emissions.
2
Forest, Land and Agriculture (FLAG)
1
• We’ll deliver a 23% absolute reduction in our
Scope 3 GHG emissions.
2 4
• We have also committed to no deforestation
across our primary deforestation-linked
commodities by 31 December 2025.
By 2025:
• We’ll have eliminated coal from our
operations (this target was achieved in 2021).
By 2030:
• 100% of the electricity we purchase for our
operations will come from renewable
sources.
By 2050:
• Our aim is to reach net zero.
Regenerative agriculture
• We’ll maintain sustainable acreage
equivalent to the volume of corn we buy
globally each year, and through partnerships
we’ll accelerate the adoption of regenerative
agricultural practices.
Water
By 2030:
• We’ll have reduced water use intensity
by 15%.
2
Waste
By 2030:
• 100% of our waste will be beneficially used.
1 Approved as science-based by the Science Based
Targets initiative on a ‘1.5°C level’, meaning they are in
line with the most ambitious goals of the Paris
Agreement.
2 Baseline of 31 December 2019.
3 The target boundary includes land-related emissions
and removals from bioenergy feedstocks.
4 The target includes Forest, Land and Agriculture (FLAG)
emissions and removals.
Public reporting and assurance
We explain the scope, principles and
methodologies we use to report our
environmental performance in ‘EHS
Reporting Criteria’ at www.tateandlyle.
com/purpose. We report environmental
data by calendar year. Arcadis has
independently verified selected
environmental data on pages 53 and
54, 56 and 57, and 60 to 63. Their
reasonable assurance statement is at
www.tateandlyle.com/purpose.
54
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
GOVERNANCE OF SUSTAINABILITY
RISK COMMITTEE
SUSTAINABILITY COMMITTEE
SUSTAINABILITY WORKING GROUP
AUDIT COMMITTEEBOARD OF DIRECTORS
CHIEF EXECUTIVE AND
EXECUTIVE COMMITTEE
ENVIRONMENT CONTINUED
Governance
Our governance framework, which has been
in place since 2023, ensures that sustainability-
related matters are appropriately reviewed and
managed across the business. Sustainability-
related matters include climate, water, waste,
deforestation and nature. There is a separate
governance process to oversee environmental
compliance in our plants as described on pages
50 to 52 (part of our J2E). As part of the CP Kelco
integration process, CP Kelco’s plants, supply
chain and other sustainability-related matters
will be included in this governance structure.
The Board is responsible for overseeing our
sustainability strategy and sustainability-related
matters including climate change, water and
waste, and progress against our commitments and
targets, including our impact on deforestation and
nature. t has a number of non-executive directors
with experience of sustainability-related matters
within the food industry as well as other sectors.
Our Senior ndependent Director, Kim Nelson, has
recent and relevant experience since sustainability
was one of her primary responsibilities in her
former role as Senior Vice President, External
Relations at General Mills.
We have a dedicated sustainability team that
develops our sustainability strategy and manages
delivery of our programmes, working with
stakeholders throughout our value chain. The
team reports to our Chief Corporate Affairs and
Sustainability Officer, and works closely with other
teams, such as Global Operations and Finance.
Our sustainability strategy, the development and
delivery of our programmes and the management
of our sustainability-related risks and opportunities,
including climate change, are overseen through
the following governance structure.
Board of Directors
• Considers sustainability-related matters when
reviewing and guiding core components of our
commercial strategy and business
development, such as business plans, annual
budgets and major capital expenditure.
• Receives updates on the progress of our
sustainability programme, and on our targets
and commitments, at least twice a year.
Sustainability Committee
• A sub-committee of the Executive
Committee, chaired by the Chief Executive, it
meets at least twice a year (three times in the
2025 financial year) to review the delivery of
our sustainability programme, to consider key
projects and to track progress against our
commitments and targets.
Sustainability Working Group
• A cross-functional group, chaired jointly by
our Chief Corporate Affairs and Sustainability
Officer and Chief Supply Chain Officer, and
which includes internal experts from functions
including sustainability, engineering, energy
procurement and finance.
• Meets at least every two months to discuss
key projects and detailed aspects of our
approach to sustainability-related matters.
Sustainability as part of
remuneration
Given the importance we place on sustainability-
related matters, progress against our targets for
Scope 1 and 2 absolute GHG emissions reduction,
for beneficial use of waste and for water use
intensity are all elements of the performance
criteria for our long-term incentive plan. More
information can be found in the Directors’
Remuneration Report.
Audit Committee
• Considers reporting disclosures and
assurance in relation to sustainability,
including TCFD, TNFD and new frameworks
such as those from the nternational
Sustainability Standards Board ( SSB) and
the EU Corporate Sustainability Reporting
Directive (CSRD).
Executive Committee
• Our Chief Executive is responsible for the
Group’s preparedness and response to
sustainability-related risks and opportunities.
He is supported in that task by the Executive
Committee with executive responsibility
shared jointly by the Chief Corporate Affairs
and Sustainability Officer and the Chief
Supply Chain Officer.
• The Chief Financial Officer is responsible for
risk management, including the assessment
of sustainability-related risks.
• Receives quarterly updates on sustainability-
related matters.
Risk Committee
• A sub-committee of the Executive
Committee, it oversees the operation of our
enterprise risk framework, including risk
management policies and practices for
sustainability-related risks.
• The Committee reviews updates from the
sustainability, risk and finance teams, as
necessary, and updates the Board on its work
at least annually.
DECARBONISING
PRODUCTION
Our facility in Lille Skensved, Denmark,
which makes pectin and carrageenan, has
an ambitious multi-year programme to
significantly reduce the site’s Scope 1 and
2 GHG emissions and at the same time
increase energy efficiency.
The first phase of this programme was
completed in April 2025 with a major
upgrade to the site’s evaporator system.
This has reduced the site’s energy
consumption by 6% and its carbon
emissions by 7%. The new evaporator
system traps and reuses hot steam to heat
and concentrate citrus peel (used to make
pectin), reducing the previous supply of
steam. This system also has the benefit of
reducing water use on the site by 2%. Over
the next two years, we will carry out the
second phase of the decarbonisation
programme, upgrading the site’s distillation
column, which will deliver more than a
20% reduction in both energy use and
carbon emissions.
This programme supports the Danish
government’s requirement that
manufacturing businesses in Denmark
reduce carbon emissions by 70% by 2030,
from a 1990 baseline.
55
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Progress in 2024
By the end of the 2024 calendar year, we had
reduced our Scope 1 and 2 absolute GHG
emissions by 23% from a 2019 baseline
(2023: 11% reduction). This improvement is
largely due to new agreements for renewable
electricity and associated renewable energy
certificates (RECs), discussed in more detail
below. Together, these agreements mean that
as of October 2024, 100% of the electricity
procured for Tate & Lyle’s operations globally
(excluding CP Kelco) came from renewable
sources and associated RECs, achieving our
2030 target more than five years ahead
of schedule.
n September 2024, we announced that we had
signed an agreement with Alabama Power for
enough RECs to provide all the electricity
needed for our sucralose facility in Mc ntosh,
Alabama, US. The RECs sourced through
Alabama Power come from wind farms
operating in Kansas and Oklahoma, helping
to reduce the carbon footprint of our sucralose
by more than 20%.
Also in September 2024, we announced a
12-year Power Purchase Agreement with Enel
North America to provide around 256,000
megawatt hours (MWh) of renewable electricity
and associated RECs each year. Produced by
a new wind farm in Texas, this agreement is
expected to match all of the purchased
electricity requirements for our other
manufacturing operations in North America.
We continue to encourage our smaller sites to
increase their use of renewable energy. For
example, in 2024, our blending facility in Kya
Sands, South Africa, installed solar panels to
generate electricity for the site. Our corn wet mill
in Boleráz, Slovakia, also began a solar panel
installation project. Our three production
facilities in Brazil, one blending facility and two
pectin facilities, are great examples of sites
using renewable electricity and biomass
produced steam to minimise their emissions
and operate more sustainably.
Climate and
carbon
emissions
We are committed to playing
our part in addressing climate
change and its related impacts.
To do that, we have set ambitious
science-based targets to
significantly reduce Tate & Lyle’s
and our supply chain GHG
emissions, in part through
supporting the adoption of
regenerative agricultural practices.
Our goal is to become a net zero
business by 2050.
Scope 1 and 2 emissions
Our Scope 1 and 2 GHG emissions collectively
accounted for 16% of Tate & Lyle’s total carbon
footprint (excluding CP Kelco) in the 2024
calendar year. Reducing this means making
changes to the way we run our plants, through
more efficient processes and switching to
lower-carbon sources of electricity.
n 2024, we joined RE100, a global corporate
renewable energy initiative led by the Climate
Group in partnership with CDP. Joining
RE100 not only demonstrates our commitment
to renewables, but also adds credibility to
our approach, since it requires us to meet
RE100’s reporting criteria, including third-party
verification, when reporting against our target
to use 100% in our operations by 2030.
We also continue to make incremental
improvements in GHG emissions at our
manufacturing facilities as a result of our
productivity programme. n 2024, our facility
in Koog, the Netherlands, made progress in its
decarbonisation programme by commissioning
two new high-efficiency boilers.
Scope 3 emissions
Scope 3 GHG emissions made up 84% of our
total carbon footprint in the 2024 calendar year,
and we account for more than 95% of those
emissions in our reporting. Understanding
where our Scope 3 emissions come from helps
us target our reduction activities in areas where
they are most needed and can have the greatest
impact. n 2024, the majority of our Scope 3
emissions came from purchased goods and
services from our suppliers and customers
using our ingredients in their final products.
Working with them remains critical in helping
us achieve our own targets as well as theirs.
Progress in 2024
We have two targets for our Scope 3 GHG
emissions – Energy and ndustrial (E& ) and
Forest, Land and Agriculture (FLAG) – and we
made strong progress against both. By the end
of the 2024 calendar year, we had reduced our
E& Scope 3 absolute GHG emissions by 29%
from our 2019 baseline, making good progress
towards our target of 38% by 2028. Turning to
our FLAG Scope 3 absolute GHG emissions, we
have reduced those by 31%, well ahead of our
target of 23% by 2028. We will continue to
prioritise reducing our FLAG emissions since
they are critical to achieving both our 2028
targets and our ambition to be a net zero
business by 2050.
PROGRESS AGAINST
OUR TARGETS
By 2028
Energy and Industrial (E&I) emissions
We’ll deliver a 38% absolute reduction in
our Scope 1 and 2 GHG emissions.
1 2 3
23
%
2019
0%
2024
2028
target
38%
We’ll deliver a 38% absolute reduction in
our Scope 3 GHG emissions.
1 2
29
%
2019
0%
2024
2028
target
38%
Forest, Land and Agriculture (FLAG)
emissions
We’ll deliver a 23% absolute reduction in
Scope 3 GHG emissions.
1 2 4
31
%
2019
0%
2024
2028
target
23%
By 2030
Renewable electricity
100% of the electricity we purchase for
our operations will come from renewable
sources.
61
%
2021
0%
2024
2030
target
100%
1 Approved as science-based by the Science Based
Targets initiative on a ‘1.5°C level’, meaning they are in line
with the most ambitious goals of the Paris Agreement.
2 Baseline of 31 December 2019.
3 The target boundary includes land-related emissions
and removals from bioenergy feedstocks.
4 The target includes Forest, Land and Agriculture (FLAG)
emissions and removals.
ENVIRONMENT CONTINUED
56
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
ENVIRONMENT CONTINUED
OUR CARBON FOOTPRINT
Carbon footprint for the year ended 31 December 2024
1,2
(tonnes of CO
2
e)
All scopes
2024 2023 2022 2021 2020 2019 (baseline)
Scope 1 (direct emissions from our sites) 346,378 341,921 369,425 363,948 367,528 380,011
Scope 2 (indirect emissions from the energy we buy) (market-based) 86,345 161,797 164,665 175,790 177,709 180,232
Scope 3 (all other emissions associated with our activities) 2, 274,421 2,658,601 2,873,168 3,011,587 3,099,198 3,200,932
Total 2,707,14 4 3,162,319 3,407,258 3,551,325 3,644,435 3,761,175
Scope 3 breakdown
2024 2023 2022 2021 2020 2019 (baseline)
Purchased goods and services 958,175 894,888 940,282 1,085,269 1,078,782 1,086,845
Processing of sold products 574,605 658,506 825,389 798,370 798,370 798,370
Investments 361,643 746,037 748, 359 781,363 876,593 955,867
Downstream transportation and distribution 194,474 157,484 157,779 157,779 157,7 79 157,779
All other Scope 3 114,810 126,872 130,918 106,023 106,023 119,305
Upstream transportation and distribution 70,714 74,814 70,441 82,783 81,651 82,766
Total 2, 274,421 2,658,601 2,873,168 3,011,587 3,099,198 3,200,932
1 The scope, principles and reporting methodologies used to calculate our environmental data can be found in ‘EHS Reporting Criteria’ at www.tateandlyle.com/purpose. For GHG emissions, reporting
methodologies used include the Greenhouse Gas Protocol Standards, Environmental Reporting Guidelines: HM Government, 40 CFR Part 98 US EPA, and SBTi Criteria and Recommendations.
2 Global GHG emissions figures include our UK operations. In accordance with the UK’s Streamlined Energy and Carbon Reporting (SECR) requirements, in the year ended 31 December 2024: total
global energy consumption was 2,441,518 MWh and energy consumption for UK operations was 1,137 MWh; the global intensity ratio was 0.35 tonnes of Scope 1 and 2 CO
2
e per tonne of production and
for UK operations was 0.01 tonnes of Scope 1 and 2 CO
2
e per tonne of production; Scope 1 and 2 GHG emissions for UK operations were 57.94 tonnes of CO
2
e.
3 UK operations use (1,137 MWh) represents 0.05%.
4 UK operations use (1,034 MWh) represents 0.04%.
5 UK operations use (1,434 MWh) represents 0.06%.
6 UK operations use (1,472 MWh) represents 0.06%.
7 UK operations use (1,497 MWh) represents 0.06%.
8 UK operations use (1,500 MWh) represents 0.06%.
Note: The carbon footprint data in the tables above and the energy use data (left) are both for Tate & Lyle operations excluding CP Kelco. Data for CP Kelco will be included in our Annual Report 2026.
Carbon footprint at 31 December 2024
(%)
7
77
13
3
Tonnes CO
2
e
Scope 1 – 346,378
Scope 2 – 86,345
Scope 3 – 2,071,743 (E&I)
Scope 3 – 202,678 (FLAG)
Scope 3 breakdown at 31 December 2024
(%)
42
16
9
5
3
25
Tonnes CO
2
e
Purchased goods and services
– 958,175
Processing of sold products – 574,605
Investments – 361,643
Downstream transportation
and distribution – 194,474
All other Scope 3 – 114,810
Upstream transportation
and distribution – 70,714
The improvement in E& emissions was driven
largely by our US$150 million investment to
reduce GHG emissions and eliminate the use
of coal at Primient’s three large corn wet mills
in the US. As we were a 49.7% shareholder in
Primient until June 2024, the benefit of those
investments is reflected in our Scope 3
emissions under the ‘investments’ category for
part of 2024. This investment will be removed
from our emissions baseline and the data we
report in 2025. However, since Primient remains
a supplier to Tate & Lyle, we will continue to
include emissions from the products we
purchase from them in the ‘purchased goods
and services’ category.
The strong progress in our FLAG emissions is
largely due to decarbonisation within our supply
chain and the success of our regenerative
agriculture programmes for corn in the US and
stevia in China (this improvement is reflected in
the Scope 3 emissions ‘purchased goods and
services’ category in the table, right). More
information about these programmes can be
found on pages 58 and 59.
ENERGY USE
1,2
Megawatt hours (MWh)
2019
8
2024
3
2022
5
2021
6
2020
7
2,565,083
2,590,835
2,556,318
2,601,153
2,411,518
2023
4
2,385,959
57
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
The programmes we support vary by region.
n North America and Europe, we focus on
large, data-driven intervention and inventory
programmes that incentivise farmers to adopt
or expand regenerative farming practices.
n China, we work closely with smallholder
farmers through workshops and face-to-face
farm visits that form part of our regenerative
agriculture programme.
What unites our programmes is their
commitment to driving positive environmental
change while helping to improve the personal
and economic wellbeing of the farmers and
their local communities. Our regenerative
agriculture programmes are therefore at the
heart of two pillars of our purpose: caring for
the planet and building thriving communities.
Our commitment on deforestation
We are committed to producing ingredients
in ways that ensure our operations do not
indirectly lead to land conversion, deforestation
or forest degradation. We adhere to ethical
practices in land acquisition, use and
development, and our assessments and
planning are guided by the principles of the
Accountability Framework initiative, which take
into account social and environmental impacts.
n 2025, following a risk assessment of the
commodities we buy, we introduced a Forest
Positive policy to help us achieve our SBTi FLAG
commitment to eliminate deforestation across
the primary deforestation-linked commodities
in our supply chain by 31 December 2025.
Having completed the assessment within our
own supply chain, we are now assessing
CP Kelco’s supply chain to ensure we continue
to meet our SBTi commitment, and comply with
the EU Regulation on Deforestation-free
products (EUDR).
Regenerative
agriculture
Through our agriculture
programmes we work with
suppliers, customers and external
partners to expand and accelerate
the adoption of regenerative
farming practices, while
ensuring the changes are
financially sustainable for our
participating farmers.
Overview
Agriculture is at the heart of solving the
challenge of feeding a growing global
population with nutritious food in a more
sustainable way. Building greater resilience into
the agricultural supply chain, already under
threat from the impacts of climate change,
is critical to global food production. As a
food and beverage ingredient provider, it’s
therefore critical to Tate & Lyle. That’s why our
programmes encourage farmers to embrace
regenerative farming practices that actively
improve and restore nature’s ecosystems.
Our approach includes:
• Educating farmers on sustainable farming
practices and working with them to lower the
impact of their current practices.
• Supporting farmers to adopt practices that
improve soil health, increase biodiversity and
enhance local ecosystems.
• Promoting carbon sequestration by
implementing practices that capture carbon
in the soil and biomass to mitigate climate
change.
• mproving the livelihoods of farmers through
greater economic prosperity.
Our corn programme
Launched in 2018 in partnership with Truterra
LLC, a leading US resource stewardship
solutions provider, our corn programme is
our most mature regenerative agriculture
programme and is managed by our corn
supplier, Primient.
We remain committed to supporting sustainable
acreage equivalent to the volume of corn we
buy each year, which in the 2024 calendar year
was 364,000 acres. The corn used at our facility
in Sagamore, ndiana, US, and the corn-based
ingredients supplied by Primient are all enrolled
in the Truterra programme. And, in 2024, we
funded the adoption of regenerative farming
practices in an intervention programme on
10,000 acres in the Sagamore supply area (also
known as a ‘supply shed’), which supplies the
corn we use at our corn wet mill in Lafayette,
ndiana, US.
PROGRESS
AGAINST OUR
COMMITMENT
364,000
acres of sustainable corn maintained, equivalent
to the volume of corn we purchased in the 2024
calendar year.
ENVIRONMENT CONTINUED
INCLUDING MARINE
AQUACULTURE IN OUR
SUPPLY CHAIN
Following our combination with CP Kelco,
our supply chain now includes marine
aquaculture.
Since 1990, CP Kelco has worked with
communities on the island of Zanzibar
in Africa to grow certain types of red
seaweed – used to make carrageenan,
an important thickening, gelling and
stabilising ingredient – using sustainable
farming methods.
Zanea Seaweed Co. Ltd., our seaweed
sourcing company in Zanzibar, of which
Tate & Lyle is now the parent company,
achieved B Corp Certification in 2024.
This reflects its strong commitment to
sustainable farming practices and
supporting the local community.
Over the next year, we’ll be working
to better understand the risks and
opportunities associated with marine
aquaculture.
58
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
The programme includes a voluntary
agreement to sign Tate & Lyle’s Stevia Supplier
Sustainability Commitment – a pledge to
reduce the environmental impact of stevia
farming and to continue advancing regenerative
farming practices.
Progress in 2024
The 2024 stevia growing season marked
the second year in which all participating
farmers used organic fertiliser in place of
urea. t also marked a significant breakthrough,
with the programme identifying the optimum
level of fertiliser needed to maximise stevia
growth – and economic benefit for farmers –
while minimising environmental impact.
This can be seen in this year’s figures, with
our 2024 updated lifecycle analysis showing
significant reductions in GHG emissions, soil
acidity and ecotoxicity.
Meanwhile, to keep building the programme’s
positive environmental impact, in 2024 we
expanded its scope to include the introduction
of peanuts as a cover crop. Peanuts grown
alongside stevia plants reduce the need for
weed control and can improve soil health, since
they fix nitrogen in the soil, reducing the need
for fertilisers. Cover crops can also improve soil
structure, increase organic matter and help
recycle nutrients, leading to a healthier, more
diverse ecosystem. Cover crops will continue to
be a key focus of the programme in 2025.
Turning to the wider impact of the programme,
it’s been very encouraging to see the cultural
shift in the local farming community who are
starting to be affected by changes in weather
patterns. All our participating farmers consider
the programme vital for the local environment
as well as their own profitability, thus helping us
build a more resilient supply chain.
n Europe, we continued our transition to
sustainably sourced corn for our facilities in
Koog, the Netherlands, and Boleráz, Slovakia. n
2024, 71% of our corn in Europe was verified as
sustainable either through the Sustainable
Agriculture nitiative (SA ) or SCC PLUS,
compared with 60% in 2023.
n 2024, we developed a new pilot programme
in France in partnership with Regrow, whose
Agriculture Resilience Platform, backed by
environmental scientists and agriculture
specialists, is helping to support regenerative
farming practices among our French corn
suppliers. The main programme, launched in
2025, will help us build greater climate resilience
in our supply chain while supporting farmers in
adopting regenerative practices.
Our stevia programme
We launched our regenerative agriculture
programme for stevia in China in 2021, in
partnership with Earthwatch Europe and
Nanjing Agricultural University.
Used to make low-calorie sweeteners, stevia
is an increasingly important part of our raw
material supply chain. Our regenerative
agriculture programme for stevia, which we
operate with a number of smallholder farmers in
Dongtai, Jiangsu Province, helps them to better
understand soil health through sampling and
then providing expertise to assess the results of
these samples to improve farming practices.
The programme has three clear goals: to reduce
growers’ environmental impact; to improve soil
health and rebuild local ecosystems, while
improving resilience to the impacts of climate
change; and to support farmers’ livelihoods
through greater profitability.
As well as educating participating farmers,
it also aims to educate the broader farming
community. By sharing good practice in this
way, participating farmers are now applying
the principles they learn to other crops.
Meanwhile, the wider farming community in
Dongtai has begun adopting the sustainable
and regenerative farming practices shared in
the workshops.
RESULTS FROM OUR
STEVIA PROGRAMME’S
2024 GROWING
SEASON
1
62
%
reduction in GHG emissions
91
%
decrease in terrestrial acidification (this
shows significantly improved soil health and
biodiversity, and improved availability of
nutrients to the stevia plant)
48
%
decrease in terrestrial ecotoxicity (measures
the impact that farming inputs, such as fertiliser,
have on land-dependent organisms and their
environment)
77
%
decrease in freshwater ecotoxicity (measures
the impact that farming inputs, such as fertiliser,
have on freshwater-dependent organisms and
their environment)
1 Per pound of stevia rebaudioside A produced,
compared to a 2019 baseline.
WHY IS SOIL HEALTH
SO IMPORTANT IN
ADDRESSING THE
CLIMATE CRISIS?
Soil health is crucial for managing carbon
emissions because healthy soils act as
a natural carbon sink, storing large
amounts of carbon that would otherwise
be released into the atmosphere.
Degraded or poorly managed soils, on
the other hand, can release stored carbon
and other greenhouse gases, contributing
to climate change.
Our regenerative agriculture programmes
involve practices that support soil health.
To mark World Soil Day in 2024, we
showcased our sustainable stevia
programme in a video developed as part
of independent production company
TN’s ‘Future of Farming: Cultivating
Resilience’ series.
Want to know more?
Find out more about the
regenerative farming
practices that support soil
health and how they can help
society meet the challenges
posed by the climate crisis
using the QR code.
ENVIRONMENT CONTINUED
59
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
2024, we largely eliminated our Scope 2 GHG
emissions, reaching our target to purchase
100% of the electricity we use in our operations
from renewable sources on an annualised basis
five years ahead of schedule.
Overall, our analysis identified a pathway to
reduce our total carbon footprint by around
two-thirds by 2050 from our 2019 baseline. The
emissions making up the remaining third, where
we’re working to identify a pathway, are nearly
all in Scope 3 and are mostly from agriculture.
That’s why regenerative agriculture is so
important for us, and partnerships to advance it
will continue to be so in the years ahead. More
information on our regenerative agriculture
programmes are on pages 58 and 59.
We will update our net zero analysis to include
CP Kelco once the integration programme
is complete.
Investing to accelerate our
environmental performance
We expect the investments needed to meet our
2028 Scope 1 and 2 GHG emissions reduction
targets (see page 54 for more details), as well as
our other 2030 environmental targets, to be
within our annual capital and other expenditure
programmes. Beyond that, we expect our plans
to evolve as new technologies for low- or
zero-carbon energy develop. Therefore, the
investments required to deliver net zero Scope 1
and 2 GHG emissions after 2028 will depend on
the speed of development, and cost, of these
technologies. n that context, it is not yet feasible
to put meaningful costs on our plans beyond
2028, although we will do so as soon as we can.
Similarly, for Scope 3 GHG emissions, the cost
of our regenerative agriculture programmes are
currently included in our operating costs. Over
time, we expect costs for these programmes to
increase, although at this stage it’s difficult to
know by how much.
Our pathway
to net zero
In June 2022, we committed
to becoming a net zero business
by 2050, and to accelerate our
environmental ambition and
performance. We remain
committed to that goal.
How we made our commitment
to net zero
We analysed in detail what a net zero pathway
by 2050 would look like for our Scope 1 and 2
and Scope 3 GHG emissions. As part of this
work, in 2022 we carried out comprehensive
Scope 1 and 2 decarbonisation assessments at
our four largest production facilities, which
together generate the vast majority of these
emissions. We then looked at the impact on our
footprint of changes in policies by governments
or other organisations, and decarbonisation
commitments in our value chain, including
those of our customers. We also considered
other issues outside our control that would
affect our decarbonisation plans, such as the
decarbonisation of electricity from the grid and
the electrification of different types of transport,
such as trucks and trains.
These assessments showed we could achieve
net zero by 2050 in terms of Scope 1 and 2
GHG emissions through a combination of:
electrifying our production facilities; using
more efficient steam generation; buying more
renewable electricity through renewable energy
certificates (RECs); building partnerships with
utility providers to access renewable electricity;
and benefiting from the development of new
technologies like energy storage. n October
our decarbonisation trajectory to change as we
move towards 2050. n the short term, that will
be driven by the changes in our footprint as a
result of bringing CP Kelco into Tate & Lyle, and
in the longer term by a variety of factors,
including shifts in policy and advances in
technology. What won’t change, however, is our
determination to deliver on our targets by 2028
and 2030, and to reach net zero by 2050.
Evolving our plan with changing
circumstances
We’re committed to reaching net zero by 2050
by reducing our Scope 1 and 2 and Scope 3
GHG emissions to as close to zero as possible
and neutralising residual emissions through
limited external carbon offset purchases. But
we cannot do this alone. Much of what is
needed will depend on stakeholders across
our value chain, including our customers and
suppliers delivering on their sustainability
ambitions. We’ll also need structural changes
near our facilities and at multiple points of our
value chain to ensure the infrastructure is in
place both for us and for the organisations we
work with, to access enough low- or zero-
carbon energy to run our operations. We expect
ENVIRONMENT CONTINUED
Promoting regenerative agriculture will play a key role in our goal to reach net zero
60
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
OUR PATHWAY TO NET ZERO BY 2050
1
Milestone
• Set Scope 1 and 2
GHG emissions target
for 2020
• Set Scope 1 and 2 and
Scope 3 GHG
emissions targets for
2030
• Targets approved by
the SBTi at ‘Well
below 2°C’ level
• Separation of
Tate & Lyle and
Primient; 2019
baselines
recalculated and
2030 targets
reaffirmed
• Set target that
100% of electricity
we purchase for our
operations is to come
from renewable
sources by 2030
• Net zero by 2050
goal announced
• Set more ambitious
Scope 1 and 2 and
Scope 3 GHG
emissions targets for
2028
• Targets approved by
the SBTi at 1.5°C level
• GHG emissions
targets set in 2024 are
due to be met at the
end of 2028
• Renewable electricity
target set in 2022 due
to be met at the end of
2030
• Net zero goal is due to
be met at the end of
2050
Target
2020 target
(2008 baseline)
19% GHG emissions
reduction per unit
of production
2025 target
Eliminate coal from
operations
2025 target
No deforestation
across our primary
deforestation-linked
commodities by 31
December 2025
2028 targets
(2019 baseline)
GHG absolute emissions
reductions:
Energy and
Industrial (E&I)
• Scope 1 and 2 GHG
emissions by 38%
2
• Scope 3 GHG
emissions by 38%
Forest, Land and
Agriculture (FLAG)
• Scope 3 GHG
emissions by 23%
3
2030 target
• Purchase 100%
renewable electricity
2050 targets
• Scope 1: Net zero
• Scope 2: Net zero
• Scope 3: Net zero
Delivery
Achieved
25% GHG emissions
reduction from 2008
baseline
Achieved
Eliminated coal in
October 2021
Progress
GHG emissions reduction
at end of 2024:
E&I
• Scope 1 and 2 GHG
emissions reduced by
23%
• Scope 3 GHG
emissions reduced by
29%
FLAG
• Scope 3 GHG
emissions reduced by
31%
Progress
At end of 2024:
• 61% renewable
electricity use
We expect to deliver our pathway by a combination of:
SCOPE 1 (13% OF OUR FOOTPRINT)
4
• Electrifying our production facilities
• Use of more efficient steam generation
• Increased use of renewable electricity
• Benefiting from the development of new technologies such as energy storage
SCOPE 2 (3% OF OUR FOOTPRINT)
4
• Purchase 100% of the electricity we use across our operations from
renewable sources
• Investments and partnerships with utilities and utility developers to use
existing, and generate new, renewable electricity
SCOPE 3 (84% OF OUR FOOTPRINT)
4
• Sustainable agriculture programmes (to be scaled up)
• Customers, suppliers and investments achieving their carbon reduction
targets
• Decarbonisation of logistics and transportation supply chains
1 Based on current expectations (assumptions subject to change based on future developments).
2 The target boundary includes land-related emissions and removals from bioenergy feedstocks.
3 The target includes FLAG emissions and removals.
4 Percentage of total carbon footprint at 31 December 2024.
2017
2020
2025
2028
2022 2022
2030
2024 2050
ENVIRONMENT CONTINUED
TRA GIC R PORT
Tate & Lyle PLC Annual Report 2025
61
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
steephouse to a hot water loop, therefore
displacing fresh water that previously went
through the loop. This project will reduce water
consumption at the site by 4% and this benefit
will be included when we report our results
for 2025.
This year, we also joined the Alliance for Water
Stewardship, giving our teams access to global
best practices, collaborative initiatives and
innovative approaches to improving water
efficiency at our sites.
Updating our water risk
assessment
n early 2024, we worked with sustainability
experts, AECOM, to carry out a water risk
assessment of our main Tate & Lyle production
facilities (17 in total) and our corn and stevia
supply chains. The assessment found that, both
currently and over the longer term (to 2050), risk
of water scarcity was low at our five sites with
the largest use of water – our three corn wet
mills in Lafayette, ndiana, US; Boleráz, Slovakia;
and Koog, the Netherlands; our sucralose
facility in Mc ntosh, Alabama, US, and our stevia
facility in Anji, China. However, these sites still
faced potential water-related risks, such as
increased rainfall or flooding, and water quality
issues. t also found that our small, locust
bean gum facility in Noto, taly, is located in
the area of highest risk for water stress. The
outcomes of the water risk assessments have
been incorporated into our enterprise risk
management programme. For example, as
a result of the assessment, our site in Boleráz,
Slovakia has undertaken a review of the
operational risks associated with local water
shortages, as well as the measures it has in
place to respond.
Turning to our supply chain, water risk in our
main corn growing regions was seen as low to
medium over the timeframes analysed (current,
2030 and 2050). The main area of risk for corn,
in particular waxy corn, was in France, reflecting
droughts in 2022 and 2023. We viewed this risk
as an opportunity to work more closely with our
Using less
water
Tate & Lyle relies on water for its
operations and supply chain.
We’re mindful that water is a
shared resource and that we must
use it in a way that’s sustainable
for us and for the communities we
live and work in. That’s why we set
a 2030 target to reduce our water
use intensity by 15%.
Reducing water use intensity within our
operations is challenging given that, as a
producer of ingredients for the food industry,
we quite rightly work to strict constraints on how
we can recycle and reuse water. Developing
plans to achieve our target means our teams
are having to push themselves further,
understanding the ways our sites use water
and the scope for using it more efficiently.
Progress in 2024
n the 2024 calendar year, while absolute water
consumption was 5% lower than our 2019
baseline at 7,934,484m
3
, we saw a 2% increase
in water use intensity (water use per unit of
production) from the same baseline.
Every Tate & Lyle site has a water-related
target each year and, with the support of our
engineering team, many of our production
facilities have been successful in improving
their absolute water use. For example, in 2024,
the team at our facility in Sagamore, Lafayette,
ndiana, US, implemented a project to save an
average of 120,000 m
3
of water per year by
redirecting condensate water from their
French corn suppliers, and in 2025 we launched
a new regenerative agriculture programme in
France aimed at improving climate resilience
(see page 59). For stevia, the water risk was
also generally low to medium, although some
regions of China where we source stevia leaf
are seeing some disruption from increasing
seasonal variations in weather, mainly from
increased flooding. This can result in an earlier
harvest, lower steviol glycoside content and
therefore lower farmer incomes. That’s why
our regenerative agriculture programme
focuses on improving soil health and supporting
farmers’ livelihoods.
Looking ahead
n the coming year, we will conduct water risk
assessments of our new CP Kelco sites and their
key supply chains. What we learn will help us
develop initiatives and programmes to reduce
water use in our operations and increase
resiliency in our key supply chains.
NEW WASTEWATER
TREATMENT PLANT IN
VAN BUREN REDUCES
USAGE BY A THIRD
Our production facility in Van Buren,
Arkansas, US, will soon process its
corn-based starches using significantly
less water, thanks to a new wastewater
treatment plant.
Van Buren uses water to heat and cool
starch to bring out the ingredient’s desired
effects before cleaning and discharging
it as industrial wastewater. However, the
new treatment plant will enable Van Buren
to reuse the water in its cooling tower,
reducing the need to draw on local
freshwater supplies and reducing overall
use by one third. Construction began in
February 2025 and we expect the
wastewater treatment plant will be
operational by summer 2026.
This follows work in 2023 to enhance
Van Buren’s steam system, which reduced
its water use intensity by 13%. We are
now in the process of sharing some of
the lessons learnt at Van Buren with our
other sites.
PROGRESS AGAINST
OUR 2030 TARGET
1
By 2030, we’ll have reduced water use
intensity by 15%
2
%
2019
0%
2024
2030
target
15%
ENVIRONMENT CONTINUED
62
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
Every site has an annual target for their waste to
be beneficially used, and our people continue to
do a great job of keeping waste front-of-mind in
their day-to-day work, and coming up with
ideas to improve waste performance.
Looking ahead
We remain focused on taking the necessary
steps to achieve our 100% target by 2030 and
are pleased with our progress to date. n some
areas, external factors present a challenge to
making progress, such as a lack of local
recycling infrastructure for plastic waste for a
few of our sites in the US. We know we will need
to keep building partnerships that enable our
Using waste
beneficially
Our target is to beneficially use
100% of the waste we generate
by 2030. By that we mean putting
all the waste we generate to a
positive use for society or local
communities, or recycling it.
The plant-based ingredients we make in our
manufacturing facilities generate a significant
amount of organic waste. This waste is applied
to land on local farms or used as compost to
provide nutrients that help enrich the soil,
restore biodiversity and improve plant growth.
Waste that cannot be used on local farms is
either used for energy recovery, or is recycled.
Progress in 2024
n the 2024 calendar year, 93% of the waste
we generated globally was beneficially used, up
from 90% in 2023. While we are pleased with
the progress we’ve made since 2019 (when only
65% of our waste was beneficially used), we
always expected our progress to slow down as
we move closer to our 100% target.
During 2024, many of our individual sites
beneficially used 95% or more of their waste.
We also saw particularly good progress at our
sites in Van Buren, Arkansas, US, which went
from 48% in 2023 to 81% in 2024, and in
Nantong, China which improved from 41% to
96% during the same period.
PROGRESS AGAINST
OUR 2030 TARGET
By 2030, 100% of our waste will be
beneficially used.
93
%
2019
65%
2024
2030
target
100%
OUR TOP FIVE SITES
FOR BENEFICIAL USE
OF WASTE
Koog, the Netherlands
100
%
Mold, UK
100
%
Boleráz, Slovakia
98
%
Guarani, Brazil
98
%
Ossona, Italy
98
%
waste to be beneficially used, and our
employees remain highly engaged in waste
management, with many of our local teams
getting involved in projects to clean up their
local communities.
As part of the integration process, we are
assessing the waste streams and waste
management practices of our new CP Kelco
operations. Their plant-based ingredients
produce a significant amount of organic waste,
some of which is already being applied to land
on local farms, for example in Brazil. We are
now working to identify opportunities to
increase beneficial use of waste at these sites.
ENVIRONMENT CONTINUED
REDUCING
PL ASTIC
Operations and procurement teams at our
production facilities in Boleráz, Slovakia,
and Koog, the Netherlands, partnered with
their suppliers to reduce the amount of
plastic used in shipping our products.
Having extensively tested new types of
plastic stretch film on the market, this
initiative led to the elimination of over
35,000kg of plastic film across both sites.
Not only did this initiative significantly cut
down on plastic waste, but it also enhanced
the stability of our pallets, ensuring safer
and more efficient transportation. t also
generated around €50,000 in cost savings.
FERTILISING
LOCAL FARMS
All the waste generated by our pectin
production facilities in Brazil is beneficially
used, largely as either animal feed or
fertiliser for local farms. The animal feed,
which is a by-product of the pectin
production process which uses citrus peel
as its raw material, provides palatable and
nutritious feed for all ruminant species,
supporting the diet of more than 35,000
animals each year. The organic mineral
fertiliser is rich in nitrogen and is used on
local farms, including those growing citrus
fruits, which are part of the supply chain for
our pectin production.
63
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
There are of course some differences. For
example CP Kelco brings a highly integrated
trade management system, while Tate & Lyle
has a more mature supplier onboarding
process. But both approaches are underpinned
by a commitment to doing business in the right
way, giving us an excellent foundation to build
a unified approach, drawing on our strengths
and streamlining overlapping activities where
it makes sense. We will continue this work
throughout 2025, including conducting detailed
risk assessments at the seven new manufacturing
sites CP Kelco brings to Tate & Lyle.
Strengthening our systems
Alongside the integration, we have continued
to strengthen key areas of risk management
and are pleased to see our people taking
greater accountability for risk, particularly
at our newer sites.
This year’s work included deep dive sessions
with our Executive Committee members as
part of an ongoing review of our approach to
strategic risk. These sessions explored the
nature of specific risks and opportunities, such
as innovation and technology in the food
industry, as well as ways to ensure our risks and
opportunities are clearly identified and
mitigations monitored effectively.
More generally, we have remained vigilant to
ongoing risks like the impacts of climate change
and cyber security. We continue to develop our
approach to managing climate change risk,
including both physical and transition risks. For
example, this year, our site in Boleráz, Slovakia,
assessed the operational risks associated with
local water shortages, as well as the measures it
has in place to respond.
ntegrating two businesses takes time,
particularly in T where companies often have
mature systems in place. While we are working
to align our systems, it means that our cyber
security risk was somewhat higher this year. We
expect that level to normalise once integration is
complete, and it is more important than ever
that we have robust processes in place to
protect our business and clear procedures in
the event of a crisis. n 2024, therefore, we
introduced a new crisis management policy
and procedure, which we intend to roll out to
our new CP Kelco sites during 2025.
Building a more robust local
supply chain
n recent years, we’ve worked to derisk our
supply chain by expanding our manufacturing
footprint in regions where we operate and by
localising our raw material sourcing. This
approach brings a number of economic
and environmental benefits, but the main one
is our ability to remain a reliable partner to our
customers. As our operations and supply
chain have grown, we have not lost sight of
the paramount importance of managing
compliance risk. We screen and monitor
all suppliers and conduct due diligence
assessments of any new, high-risk suppliers
based on categorisation and jurisdiction.
This year we conducted over 80 due diligence
reviews, mostly in markets where our recently
acquired businesses operate.
We continued to develop our responsible
sourcing programme, with a new annual target
to audit 85% of our manufacturing suppliers
with whom we spend US$100,000 or more
annually. We are pleased to have met this target
in the 2025 financial year. We also made further
progress in mapping our supply chain and
are now able to review our risks for each of our
main raw materials. n the year ahead, we will
bring CP Kelco’s suppliers into our programme,
and set a new supplier audit target for the
combined business.
Looking ahead
With the macroeconomic and geopolitical
outlook expected to remain challenging in the
year ahead, we will continue to heighten our
focus on risk and look to strengthen our risk
management processes. A key task will be the
integration of the CP Kelco business and its
suppliers into our programme. Managing risk is
all about vigilance and as the risk landscape
evolves, we will evolve our approach with it to
ensure we are best equipped to deal with
our risks.
Risk management remains
high on our agenda as we
navigate an increasingly
complex world and integrate
CP Kelco into our business.
Navigating an uncertain external
environment
n the last five years we have experienced a
series of major challenges to both our business
and our operating environment. The global
pandemic, the war in Ukraine and subsequent
energy crisis, and more recently an increase in
trade protectionism, have all severely tested our
risk management processes. We’re encouraged
by the flexibility and agility that the business
has shown in responding to these risks. These
demonstrate the importance and value of our
risk management processes in helping us
navigate disruption and change.
Integration based on shared
values
Any acquisition comes with risk, but when it
comes to the two things that matter most for
success – strategic fit and cultural alignment
– the acquisition of CP Kelco during the year
could not have been more ideal. The integration
process has been helped by the fact that
Tate & Lyle and CP Kelco share many of the
same customers and suppliers, and so while we
have some new geographies and ingredients in
our portfolio, the acquisition has not led to a
significant shift in our risk profile. This is helped
by our similar approach to risk management.
Risk report:
Introduction
Modern Slavery Statement
Our statement on anti-slavery and
human trafficking can be found on our
website at www.tateandlyle.com/
anti-slavery-statement
64
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
To ensure we have systems and processes in
place that provide fast, reliable information,
we’ve created a uniform approach to risk that
makes it easier for our teams to gather the right
information and take the right action. t also
helps us assess the impact and effectiveness
of mitigating actions.
Our work is supported by an enterprise risk
management process that allows us to log,
track and report on risks in a consistent way.
t helps our Executive Committee members
stay closely connected with the risks they’re
each responsible for and relate them to the
overall picture of our risk profile. During the
year, we carried out a review of our strategic
risk management approach with our Executive
Committee to ensure risks and opportunities
are clearly identified and mitigations
monitored effectively.
Identifying risks
We regularly carry out bottom-up and top-down
reviews of our principal risks, namely those that
could threaten our business model, strategy,
performance, solvency or liquidity, looking at
a three-year horizon.
The bottom-up process involves a rolling
programme of workshops held around
the business, facilitated by our risk team.
These workshops help us identify current
and potential risks, which we then collate and
report through functional and divisional levels
to our Risk Committee.
We also consider any areas and behaviours
that could bring about new risks, and different
combinations of risk with other potentially
larger impacts. Through these processes, we
identify our main business, strategic, financial,
operational, environmental and compliance
risks and create action plans and controls to
mitigate them to the extent appropriate to our
risk appetite.
The top-down review involves the Risk
Committee and the Board assessing the output
of this work, confirming that we have captured
and managed our principal risks as appropriate,
and that we have considered our emerging
risks. Our risk profile does of course evolve, and
the Board therefore reviews its view of our
principal risks accordingly.
Determining our risk appetite
As part of our annual risk assessment process,
our Board and Risk Committee consider
the nature and extent of our risk appetite in
relation to our principal risks. The outcome
of this exercise informs our strategic planning
activities, and helps us set the level of mitigation
needed to achieve our strategic objectives –
accepting, of course, that some level of risk
is necessary.
Managing risks
ndividual members of the Executive Committee
are responsible for managing both the risks and
mitigating controls relating to their area of
accountability. Senior management formally
confirms to the Audit Committee once a year
that risks are being managed appropriately in
their areas of responsibility, and that controls are
in place and effective.
HOW WE MANAGE RISK
We have a single, Group-wide programme to identify,
analyse and assess risks, and then to identify how
we manage, control and monitor them.
Risk report:
Our approach to risk
THREE LINES OF DEFENCE
We manage significant risks for the business at three distinct levels.
1
2
3
Risk ownership and control
Our business and operational
managers identify risks and
create policies and procedures
to maintain effective controls
day-to-day. They also update
our front-line controls regularly
in response to our changing
risk profile.
Monitoring and compliance
Our Group functional teams help
management to monitor key risk
areas and make sure the first line
of defence is working as intended.
These teams include: risk
management; finance; quality;
ethics and compliance; and
environment, health and safety.
They identify current and
emerging risks, and ensure we
address any changes in the risk
landscape in good time. They also
consider what the effects might
be if a combination of certain risks
materialises together.
Independent assurance
Our Group Audit and Assurance
team (internal audit) and
external assurance providers
give independent assurance
over our risk management,
control, and governance
processes and systems.
OVERSIGHT
We oversee risk management at Group and operational levels to ensure it is governed well.
This includes governance of climate- and nature-related risks and opportunities.
Board
Our Board has overall responsibility
for how we manage and control risk,
and for setting the Group’s risk
appetite. The Board thoroughly
assesses our principal risks annually
to determine the nature and extent
of risk necessary to achieve our
strategic objectives. It also evaluates
emerging risks.
Executive Committee
Executive Committee members
oversee and direct risk
management in line with their
respective responsibilities. They
review our principal risks and risk
appetite, ensuring these remain
relevant. They also evaluate the
potential impact of emerging risks.
Risk Committee
Our Risk Committee, which
reviews the annual risk
assessment plan (approved by
the Audit Committee on behalf
of the Board), and considers and
challenges how the business
assesses risk, looking at both
single risks and combinations
of risk. Each quarter, it reviews
principal and emerging risks and
progress against actions, and
conducts a deep dive into agreed
strategic risk areas.
65
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
RISK REPORT CONTINUED
We continued to focus on business resilience
this year, including introducing a new crisis
management procedure that includes detailed
response plans for specific scenarios, such as
a cyber security crisis. During the year the
business continuity plans for all Tate & Lyle sites
(not including CP Kelco) were reviewed to
ensure alignment with the new global business
continuity management framework. We are
working with our new colleagues from CP Kelco
to help our newest sites adopt this framework.
Emerging risks
Our Risk Committee reviews emerging risks to
the business every quarter and reports any
changes to the Board. The enterprise risk
management team carries out horizon-
scanning to monitor any potential disruptions
that could change our industry or our business,
from both a risk and opportunity perspective.
These risks and opportunities are reviewed by
the Risk Committee to help the leadership team
to understand the changing landscape and take
appropriate action.
Geopolitical risks
ncreasing levels of geopolitical tension and
economic trade protectionism present both
short-term and long-term risks and
opportunities for our business. We have
established a cross-functional team, led by our
Chief Commercial and Transformation Officer,
to analyse the impact of tariffs being levied and
to drive forward actions to mitigate their impact
as far as possible, or to take advantage of the
opportunities afforded.
Integration risks
As well as providing significant opportunities,
the integration of Tate & Lyle and CP Kelco
presents a number of risks, such as retaining
key talent, maintaining customer service and
harmonising T systems. When the acquisition
was announced in June 2024, we established a
dedicated integration team, led by the Chief
Commercial and Transformation Officer, with
members from both businesses, which
prepared a detailed and comprehensive
integration plan. This plan was implemented
when the transaction completed in November
2024 and is focused on three main priorities:
customers, people and performance. The
Board and Executive Committee receive
detailed updates on the integration process at
every meeting, including actual or emerging
risks to delivering the integration programme.
Climate- and nature-related risks
The Board recognises the significant risks
posed by the impacts of climate change and
the changing state of nature, which we consider
as part of our enterprise risk management
framework and review regularly. The increasing
importance of climate- and nature-related risk
is reflected in our principal risk, climate change
and sustainability, which we introduced in the
2023 financial year. This is in addition to climate
change and nature being an important element
of a number of our other principal risks. Our
Chief Executive is ultimately responsible for
the Group’s preparedness and response to
climate- and nature-related risks and
opportunities.
n 2024, the Board reviewed the impact that
extreme weather events have had on our
business over the last five years, and the lessons
learnt. This review established that our supply
chain has considerable resilience and that we
are well placed to respond to increases in the
frequency and severity of climate-related
hazards. We also have good procedures to
cope with extreme weather conditions, which
are reviewed regularly to ensure they remain
relevant and appropriate. The review in the
coming year will also consider the resilience
of our new CP Kelco sites and supply chain.
We provide more information on our climate-
and nature-related risks and opportunities in
our Task Force on Climate-related Financial
Disclosures on pages 74 to 79.
Viability statement
n accordance with the requirements of
the UK Corporate Governance Code, the
Directors have assessed the viability of the
Group, taking into account our current
position and the potential impact of the
principal risks we face.
Although our strategic plan, which the
Board reviews annually, forecasts beyond
three years, we create a detailed three-year
financial plan. This plan includes anticipated
capital and funding requirements. For this
reason, the Directors agree that it is
appropriate to assess our viability over
a three-year period to 31 March 2028.
To assess our viability, we stress-tested
our strategic plan under two downside
scenarios which might affect our potential
viability if one or more of the downside
risks set out below were to occur. We
assessed the potential impact of these
scenarios, individually and in aggregate,
both before and after mitigating actions
within our control.
The two downside scenarios modelled were:
• A major operational failure causing an
extended shutdown of our largest
manufacturing facility
• The loss of two of our largest Food &
Beverage Solutions customers.
We measured the impact of these risks by
quantifying their individual and aggregate
financial impact on our strategic plan, and
on our viability when set against measures
such as liquidity, credit rating and financial
covenant requirements. We also considered
operational and commercial impacts. This
exercise showed that, over this three-year
period, the Group would be able to withstand
the impact of the most severe combination of
these risks.
At 31 March 2025, the Group had significant
available liquidity, including £334 million of
cash and US$800 million (£621 million) of
committed and undrawn revolving credit
facility, which matures in 2030. The earliest
maturity date for any of the Group’s debt is
October 2025, when US$180 million will
mature. Other debt maturities in the viability
period include the three-year term loan of
€275 million in July 2027 and US$100 million
in October 2027. Given the significant liquidity
position, debt maturities are assumed to be
repaid from cash.
Based on this assessment, the Directors
have a reasonable expectation that we will
be able to continue operating and meet
our liabilities as they fall due between now
and 31 March 2028.
66
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
Our principal risks are the high-level risks that
could threaten our business model, strategy,
performance, solvency or liquidity, considered
over a three-year horizon. We define our
principal risks in three categories:
• strategic
• operational
• legal, regulatory and governance.
The Board reviews our principal risks at least
twice each year. The heat map opposite
illustrates the relative positioning of our principal
risks at the date of this Annual Report.
The risk trend of each principal risk remains the
same as last year other than the following which
are increasing:
• Climate change and sustainability as more
frequent extreme weather events occur
across the world.
• Business disruption as, in the near term,
we continue to integrate Tate & Lyle and
CP Kelco.
• Regulatory and trade policies given the
uncertainty around trade tariffs we are
seeing, and the evolving debate around the
level of processing of foods.
Having increased last year, we expect the trend
for the risk of cyber and T resilience to hold
steady. This reflects the work done over the last
year to strengthen our cyber defences and our
crisis management procedures.
Strategic risks
1 Strategy delivery
2 Innovation
3 People and talent
4 Climate change and sustainability
Operational risks
5 Operating safely
6 Product quality
7 Supply chain
8 Business disruption
9 Cyber and IT resilience
Legal, regulatory and
governance risks
10 Legal and compliance
11 Financial controls
12 Regulatory and trade policies
Key to the risks
Strategic
Operational
Legal, regulatory and governance
Impact
Likelihood
11
3
1
5
92
8
12
74
10
6
Risk report:
Principal risks
67
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
RISK REPORT CONTINUED
RISKS HOW WE MITIGATE THE RISK WHAT WE’VE DONE THIS YEAR RISK TREND
STRATEGIC RISKS
1. STRATEGY
Failing to grow Tate & Lyle would
prevent us from delivering our Group
targets. This could reduce our
profitability in both the short and long
term and damage investors’ views of us.
Revenue and EBITDA growth, and
M&A activity (including successful
integration of new acquisitions),
are key components of how we will
successfully grow our business – we
have a five-year strategic plan in place
to support this.
• Our organic and acquisitive growth plan supports our strategy. We have
global and regional five-year plans focused on key categories.
• Our Board regularly reviews and challenges the strategic direction of the
business to help us stay competitive and successful in our chosen markets.
• Our Executive Committee regularly reviews our strategic progress and
financial performance, as well as the opportunities in our markets and
competitor activities.
• Our M&A team works closely with our Science and Innovation, Platform
and Commercial teams to identify acquisitions and partnerships that will
help us grow.
• We have incentive schemes and bonus programmes in place for customer-
facing teams that are tied to strategic, commercial and operational targets.
• We completed the repositioning of the Company as a growth-focused
speciality food and beverage solutions business through the sale of our
remaining stake in Primient and our acquisition of CP Kelco, a leading global
pectin and speciality gums business.
• We prepared a comprehensive integration plan for the acquisition of
CP Kelco based on the three focus areas of: people; performance; and
customers. This integration programme is being overseen by a dedicated
team drawn from both Tate & Lyle and CP Kelco.
• We continued to invest in our solution selling capabilities in areas such as
sensory, and consumer and category insights.
• We delivered targeted programmes to develop new ways of working with
customers to build stronger solutions-based partnerships.
• We opened new capacity for our Non-GMO PROMITOR® Soluble Fibres at
our facility in Boleráz, Slovakia.
• We established a new partnership with Manus, a leading US-based
bio-alternatives platform, to produce stevia Reb M using a supply
chain entirely within the Americas, providing enhanced supply security
for customers.
2. INNOVATION
Developing and commercialising new
products is essential to our ability to
lead the industry in our chosen
categories and, therefore, to the
long-term growth of our business.
Without them, we might be unable
to meet our customers’ future
requirements, which could damage
our performance and reputation and
result in customers switching to our
competitors.
• We have a robust innovation process, based on both in-house development
and external open innovation, which delivers a strong pipeline of new
ingredients and solutions for our customers.
• Our Platform and Solutions Development monitors consumer and category
trends and works closely with commercial partners to ensure new products
and solutions meet our customers’ needs.
• Our Science and Innovation team is deeply connected in food-tech and
bio-tech global networks ensuring we identify scalable opportunities for our
ingredient platforms as well as early technology developments relevant to
manufacturing and our portfolio.
• We prioritise opportunities to partner with our customers to accelerate
development cycles and bring new products to market more quickly.
• New Product revenue grew by 9% on a like-for-like basis (i.e. no products are
removed from disclosure due to age).
• We invested in new technologies, such as the new Automated Laboratory for
Ingredient Experimentation in Singapore (also known as ‘ALFIE’), with
advanced technology to accelerate the development and speed-to-market
of mouthfeel solutions.
• We continued to build our customer solutions offering, launching six new
solutions chassis during the year (chassis are the common global foundation
upon which bespoke solutions for customers in each region are developed).
• We expanded our global network of Customer Innovation and Collaboration
Centres by adding CP Kelco’s customer-facing labs to our network, and by
renovating our labs in Tokyo, Japan, and Dubai, UAE.
• We integrated the Tate & Lyle and CP Kelco’s Science and Innovation teams,
significantly enhancing our scientific and applications expertise.
• We continued to invest in our open innovation programme, including
partnering with BioHarvest Sciences, a leader in botanical synthesis, to
develop the next-generation of proprietary plant-based molecules for food
and beverage ingredients.
• Our patent portfolio, now including CP Kelco, has more than 990 patents
granted and 300 pending.
OUR PRINCIPAL RISKS
Trend compared with 2024 financial year
Increasing Unchanged Decreasing
68
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
RISK REPORT CONTINUED
RISKS HOW WE MITIGATE THE RISK WHAT WE’VE DONE THIS YEAR RISK TREND
STRATEGIC RISKS CONT NUED
3. TALENT
It is critical that we have the right people
with the right capabilities to be a
successful and purpose-led global
business and deliver our strategy. We
have strategies in place to recruit,
develop, engage and retain our people,
and to build an inclusive workforce.
• Our talent development plans give employees opportunities and training to
build their capabilities and resilience.
• We have a mix of short- and long-term incentives, including a bonus
scheme that is available to a broad number of employees.
• We have a single global performance management system and talent
planning process into which CP Kelco is being integrated.
• We have initiatives in place at Group, local and functional levels to ensure
inclusion is embedded across the organisation.
• We have a comprehensive internal communications programme that
ensures our employees are kept up-to-date on key initiatives and the
Company’s strategic progress.
• We run global employee surveys that tell us what employees really think
about working at Tate & Lyle.
• Our Executive Committee and the Board plan succession for business-
critical roles.
• We operate employee resource groups, in areas such as supporting mental
wellbeing and career development, that play an important part in enabling
employees to experience solidarity, support, education, growth and
development.
• We encourage our people to share open and transparent feedback so we
can react to any challenges that emerge.
• We designed and implemented a new organisational structure from 1 April
2025 following the acquisition of CP Kelco.
• The design of the new organisation, which was led by representatives from
both Tate & Lyle and CP Kelco, included a fair and objective process to
ensure the right people were placed in the right roles, reflecting the best
talent from both organisations.
• Following the acquisition of CP Kelco, we harmonised the pay and reward
structures of the two businesses to ensure we remained competitive and to
reflect local market conditions.
• We implemented an extensive communications programme across
Tate & Lyle and CP Kelco to ensure employees in both organisations were
kept up-to-date on progress with the integration programme and the
organisation design process.
• We further strengthened our performance management system to create
clear strategic alignment for our teams, as well as introducing a more
frequent development conversation cycle and clarity of reward outcomes.
• We built a new job framework to support greater career progression for more
junior roles.
• We worked with colleagues across both Tate & Lyle and CP Kelco to develop
a set of new values for the combined business.
4. CLIMATE CHANGE AND SUSTAINABILITY
Physical and transition climate change
risks, such as extreme weather events,
temperature rises, water stress and
increased regulation, may increase
volatility in our raw materials supply
chain and production costs. It may also
lead to capacity constraints and higher
costs of compliance. In addition, failing
to meet our sustainability goals could
result in financial loss and reputational
damage with customers, consumers,
investors and other stakeholders.
• Caring for our planet is one of the three pillars of our purpose, and considering
the impact of climate change is embedded into our key processes, including
capital investment, new product development and acquisitions.
• We have a governance process to oversee and monitor our sustainability
programme, including a Sustainability Committee that is chaired by our
Chief Executive and meets at least twice a year, and a Sustainability Working
Group that meets at least bi-monthly.
• We have set targets to reduce our absolute greenhouse gas (GHG)
emissions, our water use intensity and to ensure we beneficially use our
waste. We also operate regenerative agriculture programmes.
• We run communication programmes to highlight the impact of climate
change and encourage our employees to help us reduce our impact on
the planet.
• Our risk management and sustainability teams work alongside the business
to identify potential risks associated with resource scarcity, particularly
within sourcing key raw materials, manufacturing, water and energy, and
look for ways to mitigate those risks.
• We encourage our people to help us lower our impact on the planet while
improving efficiency through our J2E programme.
• In May 2024, we announced ambitious new Scope 1 and 2 and Scope 3 GHG
emissions targets to 2028, validated by the Science Based Targets initiative
as aligned to a 1.5°C trajectory.
• We continued to make good progress against our long-term sustainability
targets and commitments, including a 23% absolute reduction in our Scope 1
and 2 GHG emissions from a 2019 baseline.
• During the year, we entered into renewable energy agreements that mean
100% of the electricity we purchase for Tate & Lyle’s global operations
(excluding CP Kelco) will come from renewable sources and associated
renewable energy credits on an annualised basis, achieving our 2030
electricity target five years ahead of schedule
• Through our regenerative agriculture programme with Truterra LLC in the US
and procuring Sustainable Agriculture Initiative or ISCC PLUS corn in Europe,
we maintain acreage equivalent to the volume of corn we buy globally each
year (364,000 acres in 2024).
• We continued to deliver a positive environmental impact through our
regenerative agriculture programme for stevia in China.
• We continued to analyse the impact of climate change on our operations and
supply chain to identify key climate-related issues that are affecting our
business to help us prioritise actions to mitigate those risks.
• In 2024, we undertook a water risk assessment of our main Tate & Lyle
production facilities and our corn and stevia supply chains (see page 62).
• We started the process of integrating CP Kelco’s operations and supply chain
into our sustainability programme.
The risks
associated with
climate change
continue to
increase globally
69
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
RISK REPORT CONTINUED
RISKS HOW WE MITIGATE THE RISK WHAT WE’VE DONE THIS YEAR RISK TREND
OPERATIONAL RISKS
5. OPERATING SAFELY
Safety is not just a priority at Tate & Lyle,
it’s foundational. Failure to comply with
laws and regulations relating to health,
safety and the environment could result
in us being unable to protect our
employees, stakeholders and the wider
communities where we operate. It could
also lead to fines and have a negative
impact on our reputation.
• We have a continuous improvement plan for health and safety in place
at all our sites (also known as the J2E) which is now being rolled out to
the CP Kelco sites. It is visibly sponsored by our Chief Executive and
Executive Committee.
• Our Environment, Health and Safety Advisory Board, which includes our
Chief Executive, receives updates and reviews performance quarterly. Our
Executive Committee and Board regularly review safety performance and
progress against J2E.
• We have an Incident Review Board that conducts reviews of major, severe or
potentially severe events.
• We use a cloud-based tool called Benchmark to manage EHS data and
facilitate EHS reporting.
• We saw a strong performance against two of our key safety indicators.
Potentially severe events were down 89%, and our lost-time rate was
down 21%.
• We saw a 28% increase in our recordable incident rate. However, the severity
and number of lost-time incidents continued to fall, with no severe injuries at
any Tate & Lyle sites since calendar year 2018 (these figures exclude
CP Kelco, which we will incorporate into our 2026 Annual Report).
• 23% of our sites had passed tollgate 5 in J2E by the end of March 2025, with
20% sites having passed tollgate 7.
• We started the process of implementing J2E in CP Kelco’s sites, as well as
integrating the safety teams of the two businesses.
• With support from external experts, we conducted environmental audits at
14 sites.
• We implemented an enhanced plan for waste water to improve controls and
to identify further reuse and reduction opportunities.
• We trained more than 100 employees to become internal safety assessors to
help improve our first line of defence at our facilities.
• We continued to focus on employee wellbeing as part of our J2E
programme.
6. PRODUCT QUALITY
Poor quality products could cause
safety issues and damage our
reputation and relationships with
customers. This could have a negative
effect on our performance and
corporate reputation.
• We have strict quality control and product testing procedures in place.
• We regularly test our recall process.
• We have a third-party audit programme, supplemented by internal
compliance audits.
• We assess our raw material suppliers, tollers and third-party warehouses
for food safety and quality risks.
• We have a programme to manage allergens in our supply chain and
ensure our ingredients are either free from allergens or that any allergens are
disclosed.
• Our Quality Incident Review Board investigates incidents and shares lessons
learnt across our sites.
• We have a governance process in place for Tate & Lyle and Primient to
regularly review compliance with the long-term supply and other
agreements that determine the safety and quality standards that products
sold to each business must meet.
• We had no product recalls during the year.
• We brought together a cross-functional team to enhance our focus on
preventing out-of-specification products.
• We further improved our audit procedures and carried out new second line
of defence audits at 56% of our sites.
• We integrated our ingredient Management of Change (MOC) process into
our automated Quality MOC programme via Benchmark thereby increasing
our efficiency, accuracy and consistency.
• We carried out periodic testing in our SAP system to improve data visibility
when conducting compliance assessments.
• We reorganised our database of food safety regulations to make it easier to
navigate, search and stay up to date with the latest compliance regulations.
These regulations are routinely reviewed in EHSQS meetings and monthly
policy and procedure meetings.
• We developed new templates for regulatory risk assessments.
70
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
RISK REPORT CONTINUED
RISKS HOW WE MITIGATE THE RISK WHAT WE’VE DONE THIS YEAR RISK TREND
OPERATIONAL RISKS CONT NUED
7. SUPPLY CHAIN
Third parties not supplying in
accordance with negotiated terms
and/or fluctuations in raw material
prices (driven by climate- and
weather-related events, disease, lower
yields, competition for acreage, freight
restrictions or tariff impacts) could
affect our ability to serve customers
and/or the price of our products
(which we may not be able to pass
through to customers), impacting
margin. Our margins may also be
impacted by customers not taking
expected volumes.
• We have strategic relationships and multi-year agreements with suppliers
and trading companies.
• We increase the security of our supply through our raw material and energy
purchasing policies.
• We have a governance process in place for Tate & Lyle to regularly review
the delivery of the long-term supply agreements we have in place with
Primient, and related corn procurement services.
• We benefit from the scale and expertise of Primient’s corn procurement
services. This provides security of supply and allows us to lock in corn prices
when we secure customer contracts, reducing cost volatility.
• We established a programme to integrate CP Kelco’s supply chain
programme and processes into our business.
• We continue to broaden our supply base of waxy corn across European corn
sourcing regions. For example, we have reduced our dependency on corn
supplies from southwestern France and increased our supply from the
Alsace region.
• We further strengthened our commodity purchasing and hedging policies.
• We worked with Primient to review our long-term raw material purchasing
agreements to ensure that, after the first three years of operation, they
continued to work optimally for both parties.
• We continued to hold monthly meetings with Primient to manage key supply
activities, including optimising our US corn and co-product positions, and
the balance of their production with our expected demand.
8. BUSINESS DISRUPTION
Business disruptions can occur for a
range of reasons, including pandemics,
natural disasters and geopolitical
turbulence. There are also many risks in
operating our plants that could cause
breaks in production, leading to
disruption in our business and a
deterioration in customer service. In all
cases, this could affect our financial
performance and damage our ability to
grow our business.
• We have a global business continuity management framework in place to
enable effective recovery from a major disruption, into which the CP Kelco
business is being integrated.
• Our Risk Committee oversees existing and emerging risks to ensure
mitigating actions are in place wherever possible to ensure we can continue
to meet customers’ needs.
• Having plants in different regions and countries means we can continue to
serve customers where practical if a particular area or plant is disrupted. It
also diversifies our business into different markets and geographies.
• Our plant network has a preventative maintenance programme.
• Our customer service team is part of Global Operations so works closely
with our plants, enabling us to be agile and responsive to customer needs.
• We have contingency plans in place to manage, as far as possible,
disruption such as extreme weather.
• We focused on our business continuity planning process, running response
exercises at our higher-risk locations (based on their size, product lines
and location). Our lower-risk locations also ran exercises with our global
security manager.
• We started the process of integrating CP Kelco into our business continuity
programme.
• Our Operational Excellence programme continues to help us operate safely
and efficiently, driving continuous improvement in our working practices,
strengthening our resilience and supporting our wider safety culture.
• We continuously review our demand planning, supply and scheduling
processes to optimise our ways of working, create a more agile value chain,
and increase our resilience.
• We continuously review the impact that geopolitical turbulence and trade
restrictions could have on our operations, supply chain and key products, as
well as the measures we have in place to mitigate the associated risks.
The risks have
increased in
the near-term
as we integrate
Tate & Lyle and
CP Kelco
71
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
RISK REPORT CONTINUED
RISKS HOW WE MITIGATE THE RISK WHAT WE’VE DONE THIS YEAR RISK TREND
OPERATIONAL RISKS CONT NUED
9. CYBER AND IT RESILIENCE
We need to maintain the continuing
operation and security of our
information systems and data. A cyber
security breach, whether from human
error, deliberate action or a technology
failure, could lead to unauthorised
access to, or misuse of, our information
systems, technology or data. This, in
turn, could result in harm to our assets,
data loss and business disruption – and
it could create legal risks and
reputational damage.
• Our cyber security programme focuses on maintaining and strengthening
our defences in terms of our processes, people and technology.
• We run compulsory cyber security awareness training for our employees,
which includes simulated phishing campaigns.
• We have robust cyber security defences, including a continuous
programme to detect threats and vulnerabilities, and we carry out
independent penetration tests.
• Our plants run on separate IT systems, which increases their resilience.
• We have a 24/7, third-party security operations centre to deal promptly with
any issues.
• We have an investment plan in place to update ageing equipment and
address new threats as they emerge.
• We implement our operational and cyber security model at all the sites
we acquire.
• We initiated a programme to integrate CP Kelco’s IT systems and processes
into Tate & Lyle, and to measure, monitor and address any potential risks.
• We carried out a third-party assessment of the combined organisation’s
cyber security position, which provided valuable insights and
recommendations to further strengthen our defences.
• We enhanced our Identity and Access Management Disaster Recovery
process, incorporating a third-party back up and first responder service
to strengthen our resilience and ensure swift recovery in the event of a
cyber incident.
• We rolled out a new Asset Discovery and Reporting tool to provide better
visibility and control over our assets and make our operations more efficient
and secure.
• We strengthened our systems’ security monitoring capabilities and
automation to help detect and respond to security threats more quickly.
• We enhanced our IT risk and controls matrix to further align our IT risks with
our business risks.
LEGAL, REGULATORY AND GOVERNANCE RISKS
10. LEGAL AND COMPLIANCE
If we don’t meet our legal and/or
regulatory obligations, our relationships
with customers and suppliers are
likely to suffer. We could be subject
to contractual claims, face threats to
our licences and, in extreme cases,
risks to our directors and officers. It
could also affect our performance and
corporate reputation.
• Our legal and regulatory teams work closely with colleagues around the
world to identify our relevant risks and provide advice and solutions to
mitigate those risks.
• We regularly monitor legal and regulatory developments to make sure we
understand how any changes could affect Tate & Lyle.
• We regularly review our key policies and training material, and update them
as needed.
• We run a comprehensive legal, ethics and compliance training programme.
• We have a third-party whistleblowing service that allows our employees, and
any third party we work with, to raise concerns anonymously if they’re not
comfortable speaking up internally.
• We have lawyers in each region, and compliance specialists, who work with
colleagues to identify and manage relevant legal and compliance risks.
• We continued to embed our contract compliance process and provided
training to our commercial and sales teams. We began measuring contract
compliance with suppliers and addressing gaps.
• We successfully completed our annual monitoring of agents, distributors and
resellers and found good compliance across all regions.
• We continued to expand our Responsible Sourcing Programme with further
audits completed of existing Tier 1 suppliers and further due diligence on
new, high-risk suppliers.
• We reinforced our sanctions procedures and continued to provide training to
relevant employees.
• We continued to run our annual legal, ethics and compliance training
across the organisation, including training on our Code of Ethics, Criminal
Finances Act, Trade Compliance and Trade Secrets (with at least 98%
compliance completion rates).
• We investigated all concerns raised through our Speak Up whistleblowing
programme.
• We started the process of integrating CP Kelco into Tate & Lyle’s legal and
compliance environment, including areas such as policies, delegation of
authority and whistleblowing. CP Kelco employees had access to our Speak
Up programme on completion and our Code of Ethics was sent to everyone
in Tate & Lyle and CP Kelco when we began operating as one business.
72
STRATEGIC REPORT
Tate & Lyle PLC Annual Report 2025
RISK REPORT CONTINUED
RISKS HOW WE MITIGATE THE RISK WHAT WE’VE DONE THIS YEAR RISK TREND
LEGAL, REGULATORY AND GOVERNANCE RISKS CONT NUED
11. FINANCIAL CONTROLS
Without effective internal financial
controls, we could be exposed to the
risk of fraud and error in our financial
reporting, as well as losses from
events, which may then affect our
performance and ability to operate.
• We have a well-established framework of financial policies and standards
supported by procedures and controls over key processes. Where
possible, these controls are automated, and we maximise the use of
preventative controls.
• We monitor the design and operating effectiveness of controls on an
ongoing basis and regularly report the results to the Audit Committee and
Executive Committee.
• We have several forums to monitor and manage the effectiveness of our
financial controls, such as our quarterly regional Control Environment
Councils, chaired by the relevant General Manager.
• Our Chief Executive and Chief Financial Officer review the business and
financial performance at least monthly.
• At both the half year and the end of the financial year, the Executive
Committee, Audit Committee and Board receive confirmation that minimum
control standards are operating effectively.
• Our well-resourced Group Audit and Assurance team provides independent
assurance to our Executive Committee and the Board.
• We continued to invest in our financial controls function and our centres of
excellence within our Global Shared Services Centre in Poland.
• We continued to evolve the risk and controls matrix to ensure that our controls
adapt in line with organisational changes along with increasing levels of
automation across multiple process areas.
• We reviewed CP Kelco’s control framework and compared it to Tate & Lyle’s
risk and control matrix as part of the integration activities and ensured
any gaps or inconsistencies were addressed before the end of the 2025
financial year.
• We continued to monitor the consistency and effectiveness of the financial
controls we have in place at all our locations via our Finance Global Process
Ownership forum.
• We continued to invest in training to ensure control owners fully understand
their responsibilities and accountabilities.
• We continued to use digital tools to enhance our control environment and
support our key financial processes.
12. REGULATORY AND TRADE POLICIES
The regulatory status or perception
of our ingredients could be affected
by things like changes in customers’
or consumers’ attitudes, changes in
food laws and regulations, and/or
campaigns targeted at specific
ingredients or technologies. These
could affect our ability or freedom to
operate. Government actions or
policies (including the imposition
of tariffs) could also impose import/
export limitations and other barriers
on our business. These could lead
to additional costs, restrict our growth
and limit our ability to operate in
certain markets.
• The science behind our ingredients, for example health claims or nutritional
impact, is supported by credible sources and is communicated clearly to
and understood by the relevant regulatory authorities.
• Our Global Regulatory team, supported by external consultants, monitors
any local regulatory requirements that affect our products.
• Our Global Nutrition team initiates and monitors research and publications
on the use and functionality of our ingredients and maintains a global
advisory network of health and nutrition clinicians, academics and experts.
• We work closely with thought-leading customers around the world to jointly
focus on the science and consumer benefits of our ingredients.
• We are members of trade organisations that give us access to broader
sources of information and provide, where necessary, a single voice for
our industry on issues of both regulatory and public interest that affect
our ingredients.
• We engage with political parties, influencers and regulatory authorities in
the main countries where we operate.
• We worked with national and state trade associations, as well as local
authorities in several key countries where we operate.
• We established a cross-functional team to analyse the impact of tariffs to
oversee actions to mitigate their impact where possible.
• We continued to invest in our Global Nutrition team with funding for studies
that support the safety and efficacy of our ingredients and maintain
differentiation against competitors.
• This year our advocacy programme in key markets included working with
trade associations and other nutritional bodies to improve understanding
about the importance of the nutritional content of food, rather than the level
of processing, as well as the benefits of low- and no-calorie sweeteners to
help people reduce their calorie and sugar intake.
• We continued to expand our online Nutrition Centre, which includes
independent scientific contributions by external experts on key topics of
public health and on our ingredients.
The regulatory and
trade environment
continues to be
fluid and may
present challenges
for our business
and our ability to
operate in certain
markets.
73
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Task Force on Climate-related
Financial Disclosures
Introduction
The climate and nature crises are two of the
most urgent challenges facing the world today.
And while we have a responsibility to reduce
our own impact on the natural environment,
we must also understand, and prepare for,
the climate- and nature-related risks and
opportunities that could affect our business, so
that we are resilient enough to withstand future
challenges, while flexible enough to adapt to
new opportunities as they arise. This includes
our dependence on the natural resources we
need to make our ingredients and solutions.
Nature provides the water, air and food – part
of what’s known as ecosystem services – to
sustain life, as well as many of the raw materials
that support human prosperity and long-term
health. But human activity is having a
detrimental impact: our natural habitats are
deteriorating, and biodiversity is declining
faster than at any time in human history.
Since our business and supply chains are
both reliant on, and part of, those ecosystem
services, we understand how important it is that
we make our products in ways that lower our
impact on the natural world. n doing so we can
also minimise the risks that nature-related
issues pose to our business.
The first step towards adapting to the changes
brought by climate- and nature-related issues is
to understand what they are – and which are the
most material issues for us and our stakeholders
(see page 54 for details). n 2022, the Board
implemented a new principal risk, climate
change and sustainability, which incorporates
both climate- and nature-related risks into our
enterprise risk management process.
As discussed in the Environment section on
pages 53 to 63, we have a robust governance
structure in place to embed climate- and
nature-related risks and opportunities into our
day-to-day thinking and at all levels of the
business. t includes considering:
• Potential climate- and nature-related
issues as part of our five-year strategic
planning process
• Environmental impact or benefits of
capital investments as part of our capital
approval process
• The carbon footprint and impact on nature
of potential acquisitions and new products
being developed in our innovation pipeline.
Additional strategy disclosures
Our operations are exposed to a wide variety
of physical climate- and nature-related risks, as
well as the opportunities and risks associated
with the transition to a low-carbon economy.
Working with sustainability experts AECOM in
2021, we carried out a physical and transition
climate change risk assessment (CCRA) of our
production facilities and the key raw materials
in our supply chain. We conducted the CCRA
before we separated from Primient in April
2022. Therefore, in 2023 AECOM helped us
update the CCRA to specifically consider the
sites, countries and regions within Tate & Lyle’s
new operational footprint and supply chain.
This updated assessment included acquisitions
such as Quantum Hi-Tech and Sweet Green
Fields in China. Over the next 12 months, we will
be updating our CCRA again to incorporate our
new CP Kelco business.
We depend on natural resources, such as
fresh water, to run our operations. n turn, our
operations have an impact on nature, for
example, through our greenhouse gas (GHG)
emissions and wastewater discharge. So we
have a responsibility to help restore nature,
which we do through initiatives like our corn and
stevia regenerative agriculture programmes.
n early 2024, we updated our water risk
assessment and carried out a gap analysis
and LEAP (Locate, Evaluate, Assess and
Prepare) scoping exercise to better understand
where we align with the TNFD. We continued to
strengthen that understanding this year, working
with AECOM to conduct a new high-level
assessment of other potential nature-related
risks and opportunities for our manufacturing
facilities and key commodity supply regions,
beyond water.
We took an iterative approach to the
assessment, reviewing the ‘Locate’ and
‘Evaluate’ elements of the LEAP framework,
while also starting to ‘Assess’ Tate & Lyle’s
nature-related risks and opportunities.
Our focus in the coming year will be on
incorporating into this initial assessment the
key supply chains that our new CP Kelco sites
rely on. After that, we will look at conducting
a more detailed assessment of our nature-
related risks and opportunities, in line with
TNFD’s LEAP framework.
What we have learnt from our work has helped
us strengthen our enterprise risk management
process system, with better integration of
climate- and nature-related risks and
opportunities, and disclosures that are more
closely aligned with TCFD and TNFD.
Integrating TCFD and TNFD
across the Annual Report
To avoid repetition, we have cross-
referenced to relevant information
elsewhere, as follows:
• Governance – see Environment section,
page 55
• Risk management – see Risk report,
pages 64 to 73
• Strategy – see Environment section,
pages 53 to 63 and disclosures below
• Metrics and targets – see Environment
section, pages 53 to 63.
We have summarised our compliance with
the Task Force on Climate-related Financial
Disclosures (TCFD) in the table on page 79
with cross-references for every disclosure.
We consider this statement to be consistent
with the TCFD Recommendations and
Recommended Disclosures, and, therefore,
compliant with the requirements of Listing
Rule 6.6.6(8). We began reporting on
nature-related issues in our 2024 Annual
Report, and took more steps this year to
further align with the TNFD
Recommendations and Recommended
Disclosures and increase our reporting.
CP Kelco
Our disclosures this year do not include the CP Kelco business we acquired in November 2024.
We are working to integrate this business into Tate & Lyle including our enterprise risk
management process and, over the coming year, we will be updating our assessments of
climate change, water and nature-related risks to include CP Kelco and its key supply chains.
This will be reflected in our disclosures in our 2026 Annual Report.
STRATEGIC REPORT
74
Tate & Lyle PLC Annual Report 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Assessing climate- and nature-related risks
and opportunities
The CCRA analysed physical and transition
risks and opportunities over three different
timeframes. Transition risks were considered
over a shorter timeframe (to 2035 and beyond),
since changes in legislation, policy and
technology related to the transition to a
low-carbon economy are constantly evolving.
By contrast, the physical impact of climate
change and extreme weather events is likely to
be felt over much longer periods, with projection
data typically available up to the end of this
century. Therefore, physical risks were
considered to 2039, 2059 and beyond.
For each risk and opportunity, we considered
the likelihood of it occurring, alongside the
nature and magnitude of its impact, to
determine its overall potential impact and
financial implications, in line with our enterprise
risk management process. We then assigned
each potential risk an overall risk rating. The
tables on pages 77 to 79 set out the parameters
of our analysis as well as the key risks and
opportunities most likely to affect us.
Our most significant impact on nature comes
from procuring agricultural raw materials and
processing those materials into ingredients at
our manufacturing facilities. So we focused our
initial assessment of our nature-related risks
and opportunities on our manufacturing
facilities and our corn and stevia supply chains.
Our greatest nature-related dependencies in
both are associated with water. For example, our
sites rely on good water quality and supply to
operate, with several located in areas that, by
2050, may become water stressed. Poor water
quality and water scarcity can also affect our
corn supply chains, leading to reduced crop
yields and degraded soil quality and, in turn,
increased production costs and environmental
harm. Similarly, water scarcity can lead to
reduced yields and lower quality stevia leaves,
affecting overall production and profitability.
Our facilities also have the potential to adversely
affect nature, through water, air and soil
pollution. Many of our sites operate under strict
environmental permits, and we monitor
adherence to those requirements and mitigate
any related risks. Our corn and other supply
chains are also at risk of pollution. For corn,
this is primarily because of farming machinery
and the use of fertilisers, which can lead to poor
air quality and chemical ‘runoff’, polluting
waterways and harming aquatic life. Our
investment in agriculture programmes
incentivises regenerative farming practices to
reduce these risks and to restore nature.
Building resilience across our operations and
supply chain
n 2024, supported by the Board, we built on the
CCRA by carrying out a review of the impact of
climate change on our manufacturing, logistics
and agricultural supply chains over the past five
years, the measures we had put in place to
mitigate its effects, and their effectiveness (see
page 76 for more details). For example, in that
period, the US has seen increasingly severe
winter weather, from the polar vortex of 2020
through to a 50-year-low windchill in 2023. Both
events had an operational impact for us and, as
a result, we have put in place winterisation plans
for all our plants located in areas that may be
affected. Overall, our review confirmed that we
have good mitigation plans for our plants to
cope with extreme weather and that there is no
current need to relocate any capacity from
existing sites.
Nonetheless, with the rapid pace of change,
what works today may well not be sufficient for
the years ahead, and so our review also looked
to the next five years and beyond, and
highlighted areas for improvement. These
included the need for greater flexibility in our
raw material supply, such as sourcing corn from
areas that are less likely to experience water
scarcity. For example, in the summers of 2022
and 2023 a drought in France reduced the
availability of the less widely grown waxy corn
variant. Our analysis found that, if this drought
continued over a consecutive three-year period,
the impact on the availability and price of waxy
corn could affect yields by around 20%. We
recognised that alternative supplies would be
needed to meet customer demand and, as a
result, to mitigate the risk, we identified
alternative corn sourcing regions.
We will continue to adapt our climate-related
plans as needed and to ensure nature-related
risks are fully identified and incorporated. This
includes, in 2025, assessing climate- and
nature-related risks associated with CP Kelco’s
operations and supply chain. Our aim remains
to minimise the negative effects and costs of
climate- and nature-related risks, while
maximising our ability to serve our customers.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
75
Tate & Lyle PLC Annual Report 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
Climate- and nature-related events affecting our operations and supply chain since 2020
Priorities and mitigating actions
• Protect people and assets: put plans in place to respond to
emergencies and to prepare for extreme weather events
• Build resilience: drive resilience through the supply chain
by increasing flexibility (for example, multiple sources of
supply for key ingredients, different transportation routes)
• Reduce exposure: limit exposure to areas and inputs
predicted to be highly affected by climate change (for
example, areas of water scarcity)
• Develop ecosystems: invest in technologies and/or
partnerships that help to predict climate-related risks, and
build mutually supportive ecosystems
• Decarbonise at scale: play our part in solving the climate
crisis by committing to a 1.5°C pathway of greenhouse gas
emissions reductions in our operations and supply chain.
Financial impact
• We estimate the total financial impact of climate-related
events (2020-2024) set out in the table opposite was
between US$25 million and US$30 million after mitigating
actions were taken into account.
Downstream Upstream
Our facilities
Logistics
Agriculture
North America
Polar
vortex
Hurricane
Sally
Flooding
Flooding Drought Irregular rainfall
Low river water levels
Record low
temperatures
Flooding Drought
Drought
50-year-low
windchill
McIntosh,
Alabama, US
Europe
Central China France Asia
Koog, the Netherlands
Van Buren,
Arkansas, US
Boleráz, Slovakia Panama Canal
Boleráz,
Slovakia
Lafayette,
Indiana, US
2020 2021 2022 2023 2024
STRATEGIC REPORT
76
Tate & Lyle PLC Annual Report 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
SUMMARY OF RISK POTENTIAL IMPACT WHAT WE ARE DOING
Production facilities
In the short term, our McIntosh facility in Alabama, US,
is likely to experience the greatest increase in
temperature. All facilities except Noto, Italy, would
experience more frequent and intense heavy rainfall.
We expect these trends to continue in the medium
and long term, affecting some other sites. All sites
would experience higher maximum and average
temperatures and more frequent, longer and
severe heatwaves.
Production could be disrupted and sites could face
asset damage, equipment failure and occupational
health risks.
This could lead to revenue loss, higher operating costs
for energy and water, repair and/or replacement costs,
reduced work capacity, increased insurance premiums,
and/or associated reputational damage.
We continue to monitor potential physical risks to
our facilities and ensure we have adequate controls
in place to mitigate them. These include plans to
manage the impacts of extreme weather (hot and
cold) and capital investment to maintain and replace
key equipment.
Distribution network
More frequent and severe cold weather, flooding and
wildfires present the main risks, primarily to road, rail
and sea freight. We expect their frequency and
severity to rise through the medium and long term, with
more frequent and severe storms, storm surges and
rising sea levels creating additional risk.
Our strategic distribution and logistics network could be
disrupted and we could see delays in our product
distribution. We have already experienced port closures
as a result of hurricanes, as well as winter rainfall and
flooding across our road transportation network.
These risks could reduce profitability since we may not
be able to pass on additional shipment re-routing or
product replacement costs to customers.
We continuously review logistics and shipment risks
associated with climate-related events, including
alternative shipping routes, multiple suppliers and
inventory management. We are also investing in digital
tools to enhance our logistical effectiveness.
Corn and stevia supply
In the short term, changes in total annual rainfall,
increased seasonal variability of rainfall, and more
severe droughts could occur.
The US Midwest corn-growing region could see more
frequent and severe tornadoes, and higher rainfall in
spring and lower in summer. In Europe, extreme rainfall
and frequent flooding are the key risks.
We expect these trends to continue into the medium
and long term, alongside higher temperatures, and are
also expected to affect other regions as well.
Supply uncertainty and declining yields could
increase operating costs and we could face greater
price volatility.
This could reduce our profits and damage our
reputation.
We are reducing our dependence on corn-based
products by diversifying our raw materials, acquiring
businesses that use tapioca, stevia, chickpea, sugar
cane, citrus peel and seaweed.
We are also sourcing corn and stevia from more regions
to mitigate the impact on their availability in regions
affected by flooding, drought or disease.
Risks analysed under CCRA: ncrease in
extreme weather events, such as higher
maximum and average temperatures, drought,
wildfire, flooding and tropical storms. These
events could affect all aspects of our business,
causing operational disruption, asset damage,
and increased raw material and utility costs.
Timeframes :
• Short term – 2020-2039
• Medium term – 2040-2059
• Long term – beyond 2059
Tate & Lyle sites: 14 production sites across
Brazil, China, Thailand, taly, Slovakia, the
Netherlands and the US
Supply regions: ten corn-growing regions
in the US, France and Slovakia
Transportation: transport, distribution and
logistics (upstream and downstream)
Emissions concentration pathway: high
emissions scenario (+4°C, RCP 8.5 pathway)
SUMMARY OF OUR KEY CLIMATE-RELATED RISKS
PHYSICAL RISK
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
77
Tate & Lyle PLC Annual Report 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
SUMMARY OF RISK POTENTIAL IMPACT WHAT WE ARE DOING
Group
Customers and other stakeholders are looking for
more ambitious commitments to accelerate
decarbonisation efforts.
Not meeting our commitments could damage
our reputation with our stakeholders. It could also
affect demand, since customers looking to meet
their own sustainability goals may choose to work
with other suppliers.
We have had science-based targets to reduce our
GHG emissions since 2020. In May 2024, we
announced ambitious new science-based targets,
aligned to a 1.5°C pathway, and are making tangible
progress against those targets.
Production facilities
In the short to medium term, predicted changes in
regulation, policy and technology are likely to affect us
financially. We expect the following to be most
relevant: national climate commitments in countries
where we have major production facilities, and
decreasing caps on carbon allowances.
New and emerging carbon tax legislation and pricing
mechanisms and a global move to lower-carbon
transport could lead to an increase in the cost of raw
materials and energy at our sites.
The need to adapt to lower-carbon alternatives for our
products and materials could also lead to higher costs,
for example in research and development. Such
alternatives may also lead to additional processing,
which could indirectly trigger higher carbon emissions
and costs associated with minimising those emissions.
Utility and supply costs are likely to continue rising over
the long term, for example due to a lack of lower-
carbon alternatives and continued market expectations
for low-carbon production. This could affect the
competitiveness of different sites.
As part of our sustainability commitments, we continue
to work towards lower-carbon production, introducing
renewable electricity and cleaner energy options
where available.
We factor the impact of GHG emissions and water
use into our engineering feasibility studies for
capital projects and continue to respond to
emerging regulation.
We look for ways to improve our overall operational
efficiency and reduce our exposure to variable fossil
fuel prices and carbon taxes.
Distribution network
The global switch to lower-carbon transport could
result in higher costs.
Our transport costs could increase as our
sub contracted hauliers switch from diesel to
lower-carbon vehicles to meet their own
sustainability goals.
Our logistics team ensures we have sufficient
flexibility in our distribution network to use different
suppliers, where needed, to meet our economic and
sustainability goals.
Risks analysed under CCRA: ncreasing
expectations from society, changes in
regulation, policy and technology and rising
costs associated with the transition to a
lower-carbon economy could all have an
impact on our business.
Timeframes:
• Short term – 2020-2025
• Medium term – 2026-2035
• Long term – beyond 2035
Tate & Lyle sites: 14 production sites across
Brazil, China, Thailand, taly, Slovakia, the
Netherlands and the US
Transportation: transport, distribution and
logistics (upstream and downstream)
Procurement and commercial: global policy
trends with potential effects on Tate & Lyle’s key
geographies and markets
Emissions concentration pathway: aggressive
mitigation scenario (+2°C, RCP 2.6 pathway)
SUMMARY OF OUR KEY CLIMATE-RELATED RISKS CONT NUED
TRANSITION RISK
STRATEGIC REPORT
78
Tate & Lyle PLC Annual Report 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
SUMMARY OF OUR KEY CLIMATE-RELATED RISKS CONT NUED
TRANSITION OPPORTUNITIES
OPPORTUNITY DESCRIPTION WHAT WE ARE DOING
Market demand for low-carbon, plant-based products in
the food industry could increase.
In the short to medium term, such demand could open up access to
new markets and customers.
We assess all new products in our innovation pipeline for their
sustainability impact.
Production processes and renewable energy sources could
be more efficient.
By embracing new technology and adopting new processes or sources
of energy, we could increase our efficiency and significantly reduce the
carbon footprint of our business and products.
In 2024, we signed new agreements for renewable electricity and
associated renewable energy certificates (RECs), which, together, mean
100% of the electricity we procure globally (excluding CP Kelco sites) will
come from renewable sources and associated RECs on an annualised basis.
As a result, we have achieved our 2030 renewable energy target more than
five years ahead of schedule.
Lower-carbon transport options could become available.
This is both a risk and an opportunity for Tate & Lyle, since costs could
fall in the medium to long term as more businesses adopt low- and
zero-emissions transport options. This could improve our efficiency
and reduce our costs.
We continue to work with our logistics suppliers to find more carbon efficient
ways to transport our raw materials and finished products, such as using
electrified modes of transport.
Looking ahead
n the 2026 financial year, we will continue to
align our reporting more closely with TCFD and
TNFD, including:
• ntegrating and embedding CP Kelco into
our existing governance and enterprise risk
management process so we can continue to
manage all our climate- and nature-related
impacts, along with broader sustainability
issues.
• Updating our assessment of climate change
risks to include CP Kelco. Our updated
assessment will align with the latest guidance
and requirements set out by the SSB’s
reporting standard, FRS S2, Climate-related
Disclosures.
• Updating our high-level assessment of
nature-related issues to include CP Kelco.
• Updating our water risk assessment to
include CP Kelco's operations and key
supply chains.
• Continuing to measure progress against our
targets and commitments to 2028 and 2030.
• Looking to identify additional climate- and
nature-related metrics and targets to assess
and report against our progress.
TCFD table of concordance
The table below cross-refers to where the relevant disclosures in this Annual Report have been made against the 11 principles of the TCFD.
TCFD principles Page(s)
1. Governance
1.1 Describe the Board’s oversight of climate-related risks and opportunities 55
1.2 Describe management’s role in assessing and managing climate-related risks and opportunities 55
2. Strategy
2.1 Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term 74-79
2.2 Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning 74-79
2.3 Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including
a 2°C or lower scenario
74-79
3. Risk management
3.1 Describe the organisation’s processes for identifying and assessing climate-related risks 65-66, 74-79
3.2 Describe the organisation’s processes for managing climate-related risks 65-66, 74-79
3.3 Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s
overall risk management
65-66, 74-79
4. Metrics and targets
4.1 Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk
management process
54, 56-63
4.2 Disclose Scope 1, Scope 2 and if appropriate Scope 3 GHG emissions and the related risks 56-63, 74-79
4.3 Describe the targets used by the organisation to manage climate-related risks and opportunities, and performance against targets 54, 56-63
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
79
Tate & Lyle PLC Annual Report 2025
REPORTING REQUIREMENTS RELEVANT POLICIES WHERE TO READ ABOUT OUR IMPACT PAGES
Environmental matters Global EHS Policy
1
Environment and sustainability
Task Force on Climate-related
Financial Disclosures
53 to 63
74 to 79
Employees Code of Ethics
1
Global EHS Policy
1
Global HR Policy
2
Equal Parental Leave Policy
2
Domestic Abuse Support Policy
2
Our people
Gender pay gap reporting
Health and safety
Ethics and whistleblowing
42 to 47
46
50 – 52
47
Human rights Code of Ethics
1
Anti-Slavery Statement
1
Data Protection
2
Our people
Supplier audit programme
Risk report
47
64
64 to 73
Social matters Code of Ethics
1
Board Policy on inclusion
1
Our people
Community involvement
Equity, diversity and inclusion matters
47
48- 49, 59, 94
Throughout this report
Anti-bribery and corruption Code of Ethics
1
Anti-money laundering and
Anti-bribery Standard
2
Agents and Distributors
2
Group Competition (Anti-trust)
2
Trade Compliance
2
Gifts and Hospitality Standard
2
Our people
Supplier audit programme
Risk report
42 to 47
64
64 to 73
Business model Our business model 16 to 31
Non-financial KPIs Our purpose commitments and targets
Gender diversity
Health and safety
Environment and sustainability
32 to 35
43 and 46
33, 50 to 52
35, 53 to 63
Principal risks Risk report 64 to 73
1 Available on our website www.tateandlyle.com and available to employees through the Tate & Lyle intranet.
2 Available to all employees through the Tate & Lyle intranet. Not published externally.
Non-financial and sustainability
information statement
The table opposite sets out where you can
find the information as required under the
non-financial reporting requirements contained
in sections 414CA and 414CB of the Companies
Act 2006.
Section 172(1) statement and
stakeholder engagement
See pages 98 to 100 within Governance for
our ‘Section 172(1) statement’. This describes
how the Directors have had regard to
stakeholders’ interests when discharging
the Directors’ duties set out in Section 172 of
the Companies Act 2006. Our engagement
activities with stakeholders and the impact of
those interactions are set out from page 93.
The Board approved the Strategic Report
on pages 7 to 80 of this Annual Report on
21 May 2025.
By order of the Board
Matthew Joy
Company Secretary
Disclosure
statements
STRATEGIC REPORT
80
Tate & Lyle PLC Annual Report 2025
GOVERNANCE
IN THIS SECTION
82 Board of Directors
85 Executive Committee
87 Corporate governance
104 Nominations Committee Report
107 Audit Committee Report
112 Directors’ Remuneration Report
135 Directors’ Report
137 Directors’ statement of responsibilities
Tate & Lyle PLC Annual Report 2025
Made from citrus
fibre, this ampersand
illustrates how we turn
plant-based materials
into highly functional
food ingredients.
81
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Jeffrey (Jeff) Carr
Non-Executive Director and Chair of
the Remuneration Committee
Date appointed to Board: April 2024
Independent: Yes
Aged: 63
Nationality: British
Skills and expertise:
Jeff is a chartered management accountant
and has over 30 years’ experience in
international financial roles, across a range
of consumer and retail companies. Jeff
brings an understanding of the investment
community and shareholder institutions,
and in his previous role as Chief Financial
Officer at Reckitt Benckiser Group plc, he
was a key player in delivering strategic and
cultural change.
Current external commitments:
Chair of the Audit Committee and
Non-Executive Director of Kingfisher plc.
Previous roles:
Chief Financial Officer of Reckitt Benckiser
Group plc (2020-2024), Chief Financial
Officer for European retailer Ahold Delhaize
(2011-2020).
A
N
R
David Hearn
Chair and Chair of the Nominations
Committee
Date appointed to Board: January 2024
Independent: Yes
Aged: 69
Nationality: British
Skills and expertise:
David brings more than 40 years of
knowledge and deep leadership experience
within food and beverage companies. David
has held senior roles at a number of global
businesses including Del Monte, PepsiCo and
United Biscuits.
Current external commitments:
Chair of Safestore plc.
Previous roles:
Until November 2023, served as Chair of
The a2 Milk Company, a company listed
on the Australian and New Zealand Stock
Exchanges. Served as CEO of Goodman
Fielder, an Australian food business, from
1995 to 2001, and was CEO of Cordiant Group
PLC in the US from 2001 to 2003. In 2005, he
was appointed CEO of Committed Capital, an
international private equity and advisory firm
based in London and Sydney, for whom he
acted as chair of a wide range of portfolio
businesses over a 12-year period.
Nick Hampton
Chief Executive
Date appointed to Board: September 2014
Date appointed Chief Executive: April 2018
Independent: No
Aged: 58
Nationality: British
Skills and expertise:
Nick brings a wealth of food industry insights
to the Board. His general management,
financial and operational experience in senior
management roles in a major multinational
food and beverage business, combined with
his experience in leading transformational
projects, provides him with the skillset
required to inspire and lead the Group.
Current external commitments:
Senior Independent Director at Severn Trent
plc (and a member of its Audit & Risk,
Treasury, Remuneration and Nominations
Committees).
Previous roles:
Prior to being appointed Chief Executive,
he served as Chief Financial Officer of
Tate & Lyle. Before joining Tate & Lyle, he held
a number of senior roles over a 20-year
career at PepsiCo, including Senior Vice
President and Chief Financial Officer, Europe,
and President, West Europe Region and
Senior Vice President Commercial, Europe.
Sarah Kuijlaars
Chief Financial Officer
Date appointed to Board: September 2024
Independent: No
Aged: 57
Nationality: British
Skills and expertise:
Sarah brings more than three decades of
experience in various global listed companies
and has a proven track record of financial
leadership. Her financial, commercial and
international experience is of great value to
the Board. Sarah is a Fellow of the Chartered
Institute of Management Accountants and an
Associate member of The Association of
Corporate Treasurers.
Current external commitments:
None.
Previous roles:
During a 25-year career at Shell plc, Sarah
held various finance leadership roles in
geographies such as Nigeria, Russia, Brazil
and the Middle East. She has also held roles
as Deputy Chief Financial Officer & Group
Controller of Rolls-Royce Holdings plc, Chief
Financial Officer of Arcadis NV and Chief
Financial Officer of De Beers Group.
Kimberly (Kim) Nelson
Senior Independent Director
Date appointed to Board: July 2019
Independent: Yes
Aged: 62
Nationality: American
Skills and expertise:
Kim has nearly 30 years of experience in
the global consumer foods industry with a
particular understanding of consumers and
retailers in the US market. Kim’s operational
background leading large consumer brands,
combined with corporate leadership of
sustainability issues and crisis management,
communications and government relations,
allows her to bring a unique and valuable
perspective to the Board.
Current external commitments:
Non-Executive Director of Colgate-Palmolive
Company and Non-Executive Director of
Cummins, Inc.
Previous roles:
President of the Snacks Division, General Mills
Inc. and Senior Vice President, External
Relations, General Mills. Senior operating
roles at General Mills with increasing
responsibility in the Big G cereal, Yoplait
yogurt, Meals, and Snacks divisions.
BOARD COMMITTEES
Certain responsibilities are delegated to three
Board Committees, details of which are provided
on pages 104, 107 and 112.
A
NN
Board of
Directors
A
Audit Committee
R
Remuneration Committee
N
Nominations Committee
Joined the Board in September 2024
82
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
BOARD OF DIRECTORS CONTINUED
Dr Isabelle Esser
Non-Executive Director
Date appointed to Board: June 2022
Independent: Yes
Aged: 61
Nationality: Belgian
Skills and expertise:
Isabelle brings over 30 years’ experience
in global consumer food and ingredient
companies, with a particular focus on
research and development. Her scientific
expertise and extensive technology
leadership experience in Tate & Lyle’s
markets are of significant benefit to the Board.
Current external commitments:
Chief Research, Innovation, Quality and Food
Safety Officer and Chief Human Resources
Officer at Danone SA.
Previous roles:
EVP, R&D Foods Transformation, Global
Foods and Refreshment at Unilever PLC and
Chief Human Resources Officer at Barry
Callebaut AG.
R
N
Warren Tucker
Non-Executive Director and
Chair of the Audit Committee
Date appointed to Board: November 2018
Independent: Yes
Aged: 62
Nationality: British
Skills and expertise:
Warren is a chartered accountant and has
extensive experience as a former Chief
Financial Officer of a large global manufacturing
group, where he also co-led the company’s
organic and strategic growth. His experience in
large multinational and business-to-business
organisations across several geographies and
industries enables him to provide valuable
insights to the Board. He also brings an
understanding of the London investment
community and shareholder institutions.
Current external commitments:
Chair at TT Electronics Plc and Audit
Committee Chair at Modulaire Group.
Previous roles:
Chief Financial Officer of Cobham plc for ten
years until 2013. Most recently, Non-Executive
Director of Reckitt Benckiser Group plc until
2020, and chair of the Audit Committee at
Survitec Group. He also held senior finance
roles at Cable & Wireless and British Airways,
and was a Non-Executive Director and chair of
the Remuneration Committee at Thomas Cook
Group plc and a Non-Executive Chair at
PayPoint plc.
A
R
N
Glenn M. Fish
Non-Executive Director
Date appointed to Board: November 2024
Independent: No
Aged: 57
Nationality: American
Skills and expertise:
Glenn has more than 30 years of leadership
experience in corporate finance, business
operations and general management in
global manufacturing companies. He is a
Certified Public Accountant and Certified
Management Accountant.
Current external commitments:
Executive Vice President & Chief Financial
Officer of J.M. Huber Corporation.
Previous roles:
Prior to joining Huber, Glenn served as
Executive Vice President & Chief Financial
Officer of Vibrantz Technologies (an
advanced materials, colour solutions and
performance coatings business), Executive
Vice President & Chief Financial Officer and
EVP & Chief Operating Officer, Executive
Director of Tekni-Plex (a consumer packaging
and medical device materials business) and
Senior Vice President & Chief Financial
Officer of Portola Packaging Inc. (now Silgan).
He also held numerous leadership roles
during twelve years with Alcan Packaging.
John Cheung
Non-Executive Director
Date appointed to Board: January 2021
Independent: Yes
Aged: 60
Nationality: Chinese (The People’s Republic
of China (Hong Kong SAR))
Skills and expertise:
John brings a breadth of food and beverage
experience with a deep understanding of
markets in Asia, particularly in China. His
experience in senior positions in Asia in
multiple companies and as a Chief Executive
Officer enables him to provide valuable
insights about the region.
Current external commitments:
Non-Executive Director at China Feihe Limited.
Previous roles:
President of Wyeth Nutrition Global,
Chairman and Chief Executive Officer
of Nestlé Greater China, VP China at
Coca-Cola. Chief Executive Officer at
Zhejiang Supor Co., Limited.
A
N
A
Audit Committee
R
Remuneration Committee
N
Nominations Committee
Lars Frederiksen
1
Non-Executive Director
Date appointed to Board: April 2016
Independent: Yes
Aged: 66
Nationality: Danish
Skills and expertise:
As the former Chief Executive Officer of a
global speciality food ingredients business,
Lars led a successful business transformation
and his insights have been invaluable to the
Board as Tate & Lyle continues to evolve. He
also brings operational expertise and an
understanding of how to attract and retain
talent in a global business.
Current external commitments:
Chairman of Matas A/S, Chairman of PAI
Partners SA and Chairman of the Danish
Heart Foundation.
Previous roles:
Chief Executive Officer of Chr. Hansen
Holding A/S from 2005 until retirement in
March 2013, leading a successful listing on
the Copenhagen stock exchange during that
period. Prior to becoming Chief Executive
Officer, he held various management
positions at Chr. Hansen. Since 2013, he has
been a Board member and chair of a number
of different companies.
R
N
1 Lars will retire from the Board at the conclusion
of the Company’s Annual General Meeting in
July 2025.
Joined the Board in November 2024 Leaves the Board in July 2025
83
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
BOARD OF DIRECTORS CONTINUED
Directors whose tenure ceased during
the 2025 financial year
• Dawn Allen stepped down as Chief Financial
Officer and as an Executive Director on
15 September 2024.
• Sybella Stanley stepped down as a
Non-Executive Director and Chair of
the Remuneration Committee on
31 December 2024.
• Patrícia Corsi stepped down as a
Non-Executive Director on 31 March 2025.
• Lars Frederiksen will retire from the Board
and step down as a Non-Executive Director
at the AGM in July 2025.
A
Audit Committee
R
Remuneration Committee
N
Nominations Committee
BOARD COMPOSITION
As at 21 May 2025
(includes Lars Frederiksen but not Steve Foots)
Gender diversity of directors
7
4
Men
Women
Directors’ nationalities
5
2
1
1
1
1
British
American
Chinese
Belgian
Portuguese/French
Danish
Tenure of directors
6
2
3
Less than 3 years
3 to 6 years
Over 6 years
Cláudia Vaz de Lestapis
Non-Executive Director
Date appointed to Board: November 2024
Independent: No
Aged: 52
Nationality: Portuguese/French
Skills and expertise:
Cláudia has been the Executive Vice
President, General Counsel & Corporate
Secretary of J.M. Huber Corporation since
January 2023 and is a member of the Huber
Management Council.
Current external commitments:
Executive Vice President, General Counsel
& Corporate Secretary of J.M. Huber
Corporation.
Previous roles:
With nearly 25 years of experience in law
firms and multinational corporations,
Cláudia has expertise in handling complex
legal matters internationally. Previously, she
served as Vice President & Assistant General
Counsel for J.M. Huber Corporation and
General Counsel for CP Kelco.
Steve Foots
Non-Executive Director
Date of proposed appointment to Board:
24 July 2025 (subject to election by
shareholders at the Company’s Annual
General Meeting in July 2025)
Independent: Yes
Aged: 56
Nationality: British
Skills and expertise:
Steve joined Croda International Plc as a
graduate trainee in 1990 and during his career
with the company has held a number of senior
management positions, including President
of Croda Europe from 2010, at which time
he was appointed to the board, and Group
Chief Executive from 2012. His considerable
strategic and operational leadership
experience will be of significant benefit
to the Tate & Lyle Board.
Current external commitments:
Group Chief Executive of Croda International
Plc and Industry co-Chair of the Chemistry
Council.
To join the Board in July 2025Joined the Board in November 2024
R
N
84
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
Victoria Spadaro Grant
Chief Science and Innovation
Officer
Nationality: Argentinian/American
Victoria joined Tate & Lyle in
November 2020, from the Italian
multinational food company Barilla,
where she was the Chief Global
Research Development and Quality
Officer. Victoria has strong R&D,
commercial and customer-facing
expertise having previously held
positions at Mars, Kraft Heinz and
PepsiCo. Victoria has worked and
lived in many countries, including
Asia, the United States, Italy and
her native Argentina. Her extensive
experience driving innovation in
the global food and beverage
marketplace is key to delivering
our growth strategy.
Nick Hampton
Chief Executive
Nationality: British
Nick became Chief Executive of
Tate & Lyle in April 2018, having
joined as Chief Financial Officer in
September 2014. He brings a wealth
of food industry insights from his
20-year career at PepsiCo. He has
general management, financial
and operational experience through
senior management roles, as
well as experience in leading
transformational projects. This
provides him with the skills and
attributes to inspire and lead the
Tate & Lyle team. Nick currently
serves as Senior Independent
Director of Severn Trent plc.
Sarah Kuijlaars
Chief Financial Officer
Nationality: British
Sarah joined Tate & Lyle in
September 2024 as Chief Financial
Officer. Sarah is an experienced
international finance leader, having
previously served as Chief Financial
Officer of De Beers Group and
Arcadis NV. Prior to that, she was
Deputy Chief Financial Officer at
Rolls-Royce Holdings plc and held a
number of senior finance leadership
roles during a 25-year career at
Shell plc. Sarah is a Fellow of the
Chartered Institute of Management
Accountants and an Associate
member of The Association of
Corporate Treasurers.
Melissa Law
Chief Supply Chain Officer
Nationality: American
A chemist by training, Melissa joined
Tate & Lyle in 2017 after 20 years
in the oil industry. Before joining
Tate & Lyle, she was President of
the Global Specialities Division of
Baker Hughes, a GE company. Prior
to that, she held senior executive
management positions in Australasia
and the Gulf of Mexico in areas such
as commercial management, supply
chain and research and technology.
Her commitment to making our
operations safe and productive
places to work is making a real
difference across Tate & Lyle. Melissa
currently serves as a Non-Executive
Director for Cactus Inc., a US-based
oilfield service provider.
Executive
Committee
Andrew Taylor
Chief Commercial and
Transformation Officer
Nationality: American
Andrew joined Tate & Lyle in
2017 as President, Innovation and
Commercial Development, having
spent 20 years at management
consultancy firm Boston Consulting
Group (BCG), where he was a Senior
Partner and Managing Director and
led BCG’s Global Innovation Practice.
In 2020, he was appointed President,
Asia, Middle East and Africa and
Latin America. He took on his current
role in November 2024. Andrew’s
broad international experience
and deep understanding of the food
industry support the delivery of
our strategy.
Didier Viala
Chief Solutions Development
Officer
Nationality: French/American
Didier joined Tate & Lyle in
November 2024 with the acquisition
of CP Kelco. Didier is responsible for
ensuring we are a solutions partner
of choice for our customers and
driving the strategy and execution
across our three platforms of
sweetening, mouthfeel and
fortification. Didier became
President of CP Kelco in 2017.
Prior to that, over the course of
more than 25 years with CP Kelco
and its predecessor companies,
Didier held leadership roles across
a broad spectrum of key areas,
including innovation, marketing,
business development, operations
and sales and distribution. He began
his career at Merck & Co in 1991,
gaining expertise in sectors including
food and personal care.
85
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
EXECUTIVE COMMITTEE CONTINUED
NATIONALITIES
OF THE EXECUTIVE
COMMITTEE
As at 21 May 2025
Lindsay Beardsell
General Counsel
Nationality: British
Lindsay joined Tate & Lyle in
September 2018 from GVC Holdings
PLC where she was Group General
Counsel. She studied local and
European law in the UK, France
and Germany, giving her a broad
understanding of different legal
environments. Lindsay brings a deep
knowledge of corporate law and
practical legal experience from her
years working as a General Counsel
in FTSE companies across a diverse
range of sectors. Lindsay currently
serves as a Non-Executive Director
of 4Imprint Group plc.
Tamsin Vine
Chief People Officer
Nationality: British
Tamsin joined Tate & Lyle in
November 2021 as Vice President
of Human Resources, Corporate
Functions and VP of Organisational
Development and Talent. In
December 2022, she was appointed
Chief Human Resources Officer.
Before joining Tate & Lyle, Tamsin
spent 12 years in global roles
covering all dimensions of people
development at Sodexo, based in
Paris. She has also held senior
positions at WorldPay as Director of
Talent Development and at Vodafone
as Senior HR Business Partner.
Remington Zhu
President, Asia Pacific
Nationality: Chinese
Remington joined Tate & Lyle in
2021 as VP and General Manager for
Greater China. In November 2024, he
became our President, Asia Pacific.
Remington is responsible for running
our business in the Asia Pacific
region including its growth strategy,
sales, marketing, applications and
technical services. Prior to
Tate & Lyle, he was in strategy and
commercial executive roles in
various industries, including China
Commercial Strategy Director for
Diageo, Greater China Sales VP for
Hilton and Greater China
Commercial Head for McCain.
Remington started his career as a
management consultant at Bain
and Kearny.
Rowan Adams
Chief Corporate Affairs and
Sustainability Officer
Nationality: British
Rowan is the longest serving
employee on our Executive
Committee. He joined Tate & Lyle
in 2001 and has since held a number
of senior roles, including leading
our global strategy team. He became
EVP, Corporate Affairs, and joined
the Executive Committee in
November 2014. His current
responsibilities include leading
our global sustainability programme.
He has deep knowledge and
understanding of the Company
and industry. Rowan currently
serves as a Trustee of The Royal
Engineers Association.
Jérôme Béra
President Europe, Middle East
and Africa
Nationality: French
Jérôme joined Tate & Lyle in
November 2024 with the acquisition
of CP Kelco. He is responsible for
running our business in the Europe,
Middle East and Africa region
including its growth strategy, sales,
marketing, applications and
technical services. Previously,
Jérôme spent 30 years at CP Kelco
where he developed strong
market-facing expertise and
leadership through multiple global
commercial, marketing and general
management roles.
5
1
3
2
1
Nationalities of the
Executive Committee
British
American
Chinese
French
Argentinian
William (Bill) Magee
President, Americas
Nationality: American
Bill joined Tate & Lyle in 2018 as
Commercial Vice President for
Food & Beverage Solutions, North
America. Later that year, he was
appointed Senior Vice President
and General Manager for Food &
Beverage Solutions, North America
before becoming President, North
America and joining the Executive
Committee in October 2021.
Previously Bill held senior leadership
roles in speciality materials firms
including Rohm & Haas, Dow, and
H.B. Fuller. Bill’s experience and
customer focus has been
instrumental in driving North
America’s growth strategy.
86
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
Good governance is
embedded throughout
the business, it is not
something that the Board
does separately.
Corporate
Governance:
Chair’s
introduction
David Hearn \ Chair
Introduction
t has been a year of transformation for
Tate & Lyle. n May 2024, we announced the sale
of our remaining 49.7% interest in Primient to
KPS Capital Partners, LP for which we received
cash proceeds of around US$350 million
(£277 million).
Then, in June 2024, we announced the
acquisition of CP Kelco, creating a leading
global speciality food and beverage solutions
business. As a consequence of this acquisition,
which we completed in November 2024, Huber
(the former owner of CP Kelco) became our
largest shareholder (currently holding 15.7% of
our issued share capital). We welcomed two
new non-executive directors (Glenn M. Fish
and Cláudia Vaz de Lestapis) to our Board as
Huber’s representatives, and we, together with
the rest of the Board, are working to progress
the enlarged business’ growth strategy. We also
strengthened our Executive Committee by
adding two new members from the CP Kelco
team and reshaped some of the roles of our
executive team, in particular to deepen our
focus on innovation and solutions development.
There have been several other changes to the
Board of Directors during the year. Sarah
Kuijlaars joined the Board and was appointed
as Chief Financial Officer in September 2024.
There have also been a number of changes
to our Non-Executive Directors. Sybella
Stanley stepped down at the end of 2024 after
serving almost nine years and chairing our
Remuneration Committee. Jeff Carr was
appointed as Sybella’s successor as Chair of
the Remuneration Committee. Patr
ícia Corsi
stepped down from the Board at the end of
March 2025, due to scheduling conflicts with
her new executive responsibilities, and Lars
Frederiksen will step down at the conclusion of
the Annual General Meeting in July 2025 after
serving nine years. We are pleased to be
welcoming Steve Foots to our Board from the
conclusion of the AGM in July 2025 (subject to
his election at that meeting). Steve will bring a
wealth of commercial experience from the
speciality ingredients sector and a strong
business-to-business background.
Our priorities during the year
During the year, the Board discussed and
reconfirmed its ambition for the Company to be
at the centre of the future of food. n 2024, we
undertook two significant steps in that journey.
Firstly, in June 2024, we sold our remaining
interest in Primient, our commodity business
in North America. The net cash proceeds
received from the Primient sale were returned
to shareholders by way of an on-market share
buyback programme which was completed in
January 2025. Secondly, in November 2024,
we completed the acquisition of CP Kelco.
The combination with CP Kelco completes
Tate & Lyle’s transformation into a growth-
focused speciality food and beverage solutions
business, creating a purpose-led, science-
driven and customer-obsessed business.
Last year, talked about how we were
developing a science (technical) roadmap to be
the best-in-class solutions provider across our
three platforms of sweetening, mouthfeel and
fortification. t also encompassed a review of
our capabilities to be our customers’ partner of
choice in solution selling, and the development
of a digital strategy and roadmap. The acquisition
of CP Kelco represents a huge step in that
journey and will significantly enhance our
scientific and technical capabilities.
On sustainability, we considered the
requirements and challenges associated with
developing a science-based pathway to
meeting our emissions targets and to achieve
net zero by 2050. Over the course of the year,
the Board had the opportunity to receive
updates on all our sustainability programmes
and initiatives, and was encouraged to see them
progressing well.
At our annual Board strategy session in
December 2024, we discussed progress on
the integration of CP Kelco and how we would
deliver the benefits of the combination.
We considered the priorities ahead and the
development of near-term success measures
to underpin delivery.
n addition to these priorities, we also
considered the usual subjects on the Board’s
calendar: financial performance; risk
management; and environmental, health
and safety matters among others.
Attending to our relationships with stakeholders
Although the Board is not able to engage
directly with all our stakeholders, we always try
to consider every perspective in our discussions.
Some of the Board’s highlights this year include:
Our people
n September 2024, my fellow directors and
were able to visit our Customer nnovation
and Collaboration Centre in Hoffman Estates
and our blending facility in Sycamore, both
in llinois, US. During the year, several of our
non-executive directors were also able to make
individual visits to our sites. The feedback they
give to the Board after these visits is extremely
valuable. have also enjoyed a number of site
visits to: our corn wet mills in Boleráz, Slovakia
and Lafayette, ndiana, US; and our Customer
nnovation and Collaboration Centres in
Singapore and Shanghai. ’m always energised
by meeting the people and teams at the
front-line of the business, whether that is
colleagues managing customer relationships,
operators in our plants, or scientists in our labs,
and look forward to conducting more of these
visits in the coming year.
David Hearn \ Chair
87
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
CORPORATE GOVERNANCE CONTINUED
Customers
At Tate & Lyle, we talk about being customer
obsessed. The Board also takes a close interest
in our customers. t receives regular updates on
conversations Nick and his senior leadership
team have had with customers and on the
feedback they’ve received. This has been a
particular focus for us during the process of
integrating CP Kelco, as we focused on both
supporting our customers through the early
stages of the integration (answering their
queries and concerns) and also quickly
explaining to them the many benefits of the
enlarged business.
Over the past two years, our customers, and
therefore we, have had to manage rapid inflation
and then significant deflation and now we are
having to deal with the imposition of trade
tariffs. Staying close to our customers in such
circumstances is critical and the Board takes
every opportunity to hear first-hand what our
customers think. For example, a large, global
customer attended our Board strategy session in
December 2024 to offer their perspectives on
the commercial landscape and partnering with
Tate & Lyle.
Shareholders
Board members enjoyed the opportunity to
meet with shareholders at our AGM in July 2024
and look forward to meeting shareholders at
our AGM in July 2025. We also engaged with
them during the year, not least during the period
following the announcement of our agreement
to acquire CP Kelco. Our Remuneration
Committee has also engaged with shareholders
over the changes to our Directors’ Remuneration
Policy which are outlined on page 118.
We also held a detailed session on our
sustainability strategy and programme, and
our plans to reduce our carbon footprint further.
These initiatives are not only important to
Tate & Lyle but also to our customers, and to
making our supply chain more resilient to the
impacts of climate-related events.
n addition to our direct engagement with
colleagues in the business, the Board also
receives updates from Nick and Tamsin Vine,
our Chief People Officer, on the results of
employee surveys and focus groups, and how
we are working to make Tate & Lyle a truly
inclusive business.
Our ethics and compliance programme is
fundamental to ensuring that we operate to
the high standards we expect in all aspects
of Tate & Lyle’s business globally. Each year,
the Board reviews a report from our Head of
Ethics and Compliance on the progress of our
programme, and the number and nature of
reports to our whistleblowing hotline. The Audit
Committee also receives updates from the
Head of Ethics and Compliance twice a year.
This year, we had a slightly higher number of
reports which were substantiated than in the
prior year, and on a wider variety of subjects.
The majority of our reports came from North
America and Asia. Encouragingly, the number
of reports from Asia suggests good integration
of our compliance policies and procedures in
more recent acquisitions, which the Board
found to be reassuring. We are integrating
CP Kelco into our programme and have
introduced the whistleblowing hotline and
our Code of Ethics to our new colleagues.
We are pleased to report that CP Kelco had
a programme of a similar scope and quality
to our own prior to its acquisition and further
work is being done to ensure consistency
across the Group.
Financing
n March 2025, we successfully concluded a
multi-tranche debt offering of US$300 million
and €275 million in the private placement
market. The proceeds have been used to
refinance the bridge facility entered into at
the completion of the acquisition of CP Kelco
and for general corporate purposes. We were
delighted by the strong support shown by
private placement investors in Tate & Lyle, with
the offering significantly oversubscribed.
A culture driven by our purpose
During this year of transformation, and as
travelled around the Group and met with
colleagues, saw that our purpose of
Transforming Lives through the Science of
Food truly inspires our people. This includes
the colleagues who joined us from CP Kelco.
t was one of the factors which attracted me to
Tate & Lyle and continued to inspire me during
this first year as Chair. Our commitment to
‘Science, Solutions, Society’ is at the heart of
what we do as a business and, consequently, in
the conversations that we have in the boardroom.
The safety of our people and ingredients is
always a focus for the Board. We receive
updates from Nick on our health and safety
performance at every Board meeting and we
had an in-depth session during the year on
the continuing progress of our Journey to
Environment, Health, Safety, Quality and
Security Excellence (J2E) programme. This
programme is now seven years old and, while
there is more work to do, it is clear that we
continue to improve the way we manage the
risks associated with health and safety. We will
be applying this same focus to the CP Kelco
facilities we have acquired.
Our effectiveness as a Board
This year, our Board effectiveness review was
internally facilitated using a questionnaire-
based approach. The Board, as well as
members of our executive team and members
of management (who are regular attendees at
our meetings), together with external advisors
Deloitte (for the Remuneration Committee)
and our external auditor EY (for the Audit
Committee) completed the questionnaires.
also held individual meetings with each of
the directors.
The review concluded that the Board and its
Committees are operating well, and identified
areas for continued focus for the year ahead.
These priorities are described on page 92.
Looking ahead
Over the past several years, we have seen some
challenging market and geopolitical conditions
which the team at Tate & Lyle has navigated well.
At the time of writing, these challenges continue
to persist, so this year the Board will continue to
support Nick and his team on the delivery of our
growth-focused strategy and on accelerating
top-line growth. n doing so, we will maintain our
focus on people and culture, succession and
talent development and sustainability. The
Board will also keep its focus on the key task of
integrating CP Kelco into Tate & Lyle so that we
can reap the benefits of the combination.
David Hearn
Chair
88
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
Our Governance
structure
Leadership
Our governance structure
Our primary decision-making body is the Board. t is
accountable to shareholders for the Group’s financial and
operational performance and is responsible for setting the
strategy and ensuring that risk is managed effectively. The
Board maintains a schedule of items which it is required to
consider and approve. We review this schedule regularly and
update it to reflect developments in corporate governance
and emerging practice.
As shown in the diagram below, the Board has delegated
certain responsibilities to a number of Committees. The
Board retains overall accountability and the Committee
Chairs are responsible for reporting back to the Board on
the Committees’ activities. Minutes of and papers for the
Committees’ meetings are made available to all the directors
on a secure web-based portal.
THE BOARD – CHAIR: DAVID HEARN
• Accountable to shareholders for the Group’s financial and
operational performance
• Sets the Group’s strategy
• Oversees management’s implementation of the strategy
• Monitors the operational, environmental and financial
performance of the Group
• Sets the Group’s risk appetite
• Ensures that appropriate risk management systems and
internal controls are in place and functioning well
• Sets the Group’s ethics and culture and agrees the Group’s
purpose and values
• Ensures good corporate governance practices are in place
CHIEF EXECUTIVE
NICK HAMPTON
EXECUTIVE COMMITTEE
• Recommends strategic and operating plans to the Board
• Assists the Chief Executive in implementing the strategy
agreed by the Board
• Monitors the performance of the reporting segments and
global support functions
• Monitors performance against our purpose commitments
• dentifies, evaluates, manages and monitors risks to the Group
The Executive Committee is supported by a number of operational committees, including the Environment, Health and Safety (EHS) Advisory Board, the Enterprise Delivery Committee, the Risk
Committee, the Sustainability Committee and the Capital Approval Committee. Committees may also be established for a finite period to oversee key strategic or operational priorities.
AUDIT COMMITTEE
Chair: Warren Tucker
• Oversees financial reporting, internal
financial controls and risk management
systems, the risk management process, the
internal audit function and the Group’s
relationship with the external auditor
Read more on page 107
NOMINATIONS COMMITTEE
Chair: David Hearn
• Makes recommendations to the Board
regarding the structure, size, composition
and succession needs of the Board and its
Committees
• Reviews the performance of the Executive
Directors
• Oversees succession planning for Directors
and senior management
Read more on page 104
REMUNERATION COMMITTEE
Chair: Jeff Carr
• Recommends the Group’s Remuneration
Policy for Executive Directors
• Sets and monitors the level and structure of
remuneration for the Executive Directors and
other senior executives
• Sets the Board Chair’s fee
Read more on page 112
89
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
OUR GOVERNANCE STRUCTURE CONTINUED
KEY RESPONSIBILITIES OF THE BOARD
At the date of this Annual Report, the Board comprises the Chair, two executive directors and eight non-executive directors. Their responsibilities are summarised below. There is a clear division
of responsibilities: the Chair leads the Board and the Chief Executive leads the business.
CHAIR
Responsible for the effective operation, leadership and governance of the Board
• Chairs Board meetings, Nominations Committee meetings and the
Annual General Meeting
• Sets the Board agenda with the Chief Executive and Company Secretary
• Facilitates active engagement by all Directors
• Sets the style and tone of Board discussions
• Ensures the Directors receive accurate, timely and clear information
CHIEF EXECUTIVE
Responsible for proposing strategy to the Board and delivering it
• Runs the business
• Communicates within the organisation the Board’s expectation with regard to culture,
values and behaviour
• Ensures the Board is aware of current business issues
CHIEF FINANCIAL OFFICER
Responsible for the Group’s financial affairs
• Contributes to the management of the Group’s business
• Supports the Chief Executive with the development and implementation of the strategy
NON-EXECUTIVE DIRECTORS
Responsible for overseeing the delivery of the strategy within the risk appetite set
by the Board
• Advise and constructively challenge the Executive Directors
• Scrutinise the performance of management in meeting agreed goals and objectives
and monitor the reporting of performance
• Perform their duties diligently and use best endeavours to promote, protect, develop
and extend the business of the Group
• Devote time to develop and refresh knowledge and skills
SENIOR INDEPENDENT DIRECTOR
Responsible for ensuring that the Chair’s performance is evaluated
• Acts as a sounding board for the Chair and supports him in the delivery of his objectives
• Serves as an intermediary with the Chair for other Directors if necessary
• Maintains a comprehensive understanding of the major views of shareholders and is
available if shareholders have any concerns that they have been unable to resolve through
the normal channels
COMPANY SECRETARY
Responsible for maintaining the governance and listing rules compliance framework
• Supports the Chair, Chief Executive and Committee Chairs in setting agenda items for
Board and Committee meetings
• Advises the Board on developments in corporate governance, legislation and regulation
• Assists the Chair and the Chief Executive in ensuring that the directors are provided with
relevant information in a timely manner
• Organises inductions for new Directors and ongoing training for all Directors
90
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
F
Financial
S
Strategy
R
Internal control and risk management
G
Governance and stakeholders
O
Operational and commercial
L
Leadership and employees
Standing matters discussed
regularly
• Health and Safety performance
• People agenda and cultural
indicators
• CP Kelco integration progress
• Feedback from the Board’s
Committees
• Business performance
• Legal matters and material litigation
• Progress on purpose and
sustainability targets
The Board holds six scheduled meetings each year and a
meeting to discuss strategy. This year’s meetings were mainly
held in person with one or two directors who were not able to
travel occasionally attending via video conference. The Board
continues to hold some meetings via video conference.
Key staging posts in the Board’s activities during the year were
as follows:
Board activity during
the year ended
31 March 2025
April 2024
S
Considered progress with
the potential acquisition of
CP Kelco
June to July 2024
F
Launched share buyback
programme
G
Attended the 2024 AGM
O
Conducted the annual review of
the Global Operations function
S
Approved the purchase
of CP Kelco
O
Considered the digital strategy
and roadmap
November to December 2024
F
Approved the results for the six
months ended 30 September 2024
and the interim dividend
G
Considered arrangements
for non-independent non-executive
directors joining the Board
S
In-depth strategy review
O
Reviewed CP Kelco integration
progress
L
Approved a new Chair for the
Remuneration Committee
May 2024
S
Approved sale of remaining 49.7%
interest in Primient to KPS
F
Approved results and final dividend
for the year ended 31 March 2024
R
R
Assessed the effectiveness of
internal controls and risk
management systems
Considered and agreed the Group’s
risk appetite and principal risks
August to October 2024
L
Approved the appointment of Sarah
Kuijlaars as the Chief Financial
Officer and a member of the Board
G
Visited the Hoffman Estates, US site
and met management
S
Reviewed the proposed strategic
partnership for stevia with Manus
F
Approved the Significant Transaction
Announcement in relation to the
CP Kelco acquisition
G
Selected a new Chair of the
Remuneration Committee
January and February 2025
F
Approved the Q3 trading statement
and debt refinancing in the private
placement market
O
Reviewed Health and Safety
performance
S
Approved terms of reference
for the Market Disclosure Committee
G
Undertook a consultation with
shareholders over changes to the
Directors’ Remuneration Policy
O
Reviewed progress on CP Kelco
integration
March 2025
R
Engaged in cyber security
preparation
O
Approved the decarbonisation
and energy efficiency project at
Lille Skensved, Denmark
G
Considered the outcome of the
Board’s effectiveness review
F
Approved the Group’s Annual
Operating and Financing Plans
G
Selected new Non-Executive
Director
91
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
BOARD ACTIVITY CONTINUED
Directors’ attendance at Board and Committee meetings during the financial year
Name Board
Audit
Committee
Remuneration
Committee
Nominations
Committee
David Hearn 8/9 6/6
1
4/5
1
5/5
Nick Hampton 9/9 6/6
1
5/5
1
5/5
1
Dawn Allen
2
3/4 3/6
1
– 1/2
1
Sarah Kuijlaars
3
6/6 4/4 2/3
1
–
John Cheung 9/9 6/6 – 5/5
Patrícia Corsi
4
7/9 – 5/5 3/5
Dr Isabelle Esser 6/9 – 4/5 4/5
Lars Frederiksen
5
9/9 – 4/5 4/5
Kim Nelson 8/9 5/6 – 4/5
Sybella Stanley
6
7/7 4/5 3/3 3/3
Warren Tucker 8/9 6/6 5/5 5/5
Glenn Fish
7
3/3 2/2
1
2/2
1
2/2
1
Cláudia Vaz de Lestapis
7
3/3 2/2
1
2/2
1
2/2
1
Jeff Carr
8
9/9 5/6 3/3 5/5
Steve Foots
9
– – – –
1 Although not a Committee member, attended the Committee
meetings by invitation.
2 Stepped down from the Board on 15 September 2024.
3 Joined the Board on 16 September 2024.
4 Stepped down from the Board on 31 March 2025.
5 Will step down from the Board on 24 July 2025.
6 Stepped down from the Board on 31 December 2024.
7 Appointed to the Board with effect from 15 November 2024.
8 Appointed as a member and Chair of the Remuneration
Committee with effect from 1 January 2025.
9 To be appointed to the Board with effect from 24 July 2025 and
so did not attend any meetings during the year.
2025 Board effectiveness review
n 2024, the Board effectiveness review determined that the Board and its committees could take action on the following matters:
WHAT WE NEEDED TO DO WHAT WE DID
To consider further the risks which might impact the business and to conduct deep dives on those risks
during the year.
The Board and its committees addressed numerous areas of risk during the year. For example, in March 2025, we
undertook a session on cyber security to assess preparedness.
To ensure that it was focusing on the things that really matter to its success and, in particular, to have
opportunities to engage directly with customers and to deep dive into understanding the customer base,
competitor dynamics and routes to market.
This work is ongoing. A significant customer attended our Board Strategy Day in December 2024 to discuss his views on
the Group, ways of working with the customer and areas for future development.
To consider succession planning for our Executive Committee and the Board (particularly the need for a
new Remuneration Committee chair).
The membership of our Executive Committee was refreshed, with four new members and a restructuring of roles to match
the new structure of the enlarged business. Jeff Carr succeeded Sybella Stanley as Chair of the Remuneration Committee.
Spend more time assessing the strength and resilience of the business, understanding our products and
pipeline, our science, our customers and the dynamics of our markets.
In September 2024, Victoria Spadaro Grant and members of her team presented our approach to innovation and
conducted a tour of the Customer Innovation and Collaboration Centre at our Hoffman Estates site in Illinois, US. A detailed
update from the North American management team on the progress with solution selling in its markets was given.
To make the Board packs shorter and more focused. Executive management and the Company Secretary made efforts to ensure that Board papers were structured
accordingly.
This year’s evaluation of the Board and its Committees was internally facilitated using
questionnaires circulated to the relevant Board members as well as to regular attendees from
management and external advisors. The questionnaires sought input on a range of matters
including: composition; Board and Committee dynamics; engagement with management; effective
oversight of matters within remit, including risk; and quality of papers and presentations.
The review concluded that the Board and its Committees are effective. The report identified areas
for ongoing or increased focus in the 2026 financial year as follows:
• Focusing on how our customers’ needs and expectations are changing;
• Understanding our pipeline of products and their potential;
• Our business model and what drives our success;
• Understanding how the market drivers and dynamics differ between our chosen markets;
• Allowing time for deep dives around specific objectives to assess progress; and
• Better understanding of the competitive environment.
2026 areas of focus
The areas of focus for the 2026 financial year as the Board seeks to support the management team
in delivering on the Group’s strategic plan and ambition as a growth-focused speciality food and
beverage solutions business will see us:
• Assessing a refreshed baseline of addressable market growth rates across key product lines,
geographies and categories;
• Getting a sharper view on key disruptors in the industry and updating our view of the competitive
landscape and market dynamics and insights into our customer penetration;
• Understanding the implications of refreshed external dynamics across platform, regional and
category plans to support the pipeline of initiatives that will accelerate growth in the next two to
three years and the necessary strategic initiatives to drive solutions leadership;
• Understanding the implications on our global supply chain and solution capability plans; and
• Updating our five-year plan and growth algorithm.
Alongside these matters, the Board and the management team will continue to review the
integration of CP Kelco, consider long-term executive succession planning and how we ensure that
the Group’s talent strategy reflects its future needs and continue to monitor the culture of the
organisation.
Please see pages 92, 105, 108 and 117 for information about the effectiveness evaluations of each of the Committees
and of individual directors conducted this year.
92
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
WHY THEY MATTER ENGAGEMENT ACTIVITIES OUTCOMES/IMPACT
Shareholders
Our shareholders are investors in and owners
of our business, providing the capital we
need to invest in and grow the business.
Engagement takes various forms throughout the year by
Executive Directors; our Chair; and our Investor Relations team.
Our engagement activities provide opportunities for management and the Board to
communicate our strategy and performance, and to listen and to understand
shareholders’ views and concerns.
Customers
As a business-to-business company, all the
ingredients we make are sold to our
customers. Listening to our customers helps
us to better understand their needs and
provide the products and services they want.
We maintain close relationships with our customers at all
levels of their organisation, from the Chief Executive, to R&D,
to Sales and Marketing. We are a growth partner for many of
our customers.
Our ingredients help our customers meet growing consumer demand for food and
drink which is lower in sugar, calories and fat, and with added fibre and protein, and
which also taste great.
Customer insight and market understanding plays an important part in our
decision-making process, for example, in areas such as new product development
and capacity expansions.
Three years ago, we launched a targeted programme to develop new ways of
working with our customers to build stronger solutions-based partnerships. During
the year, we continued to invest in strengthening our solutions capabilities in areas
like sensory, nutrition and regulatory to support our customers. Our acquisition of CP
Kelco has considerably strengthened our offering in the Mouthfeel space.
Employees
Everyone at Tate & Lyle plays a role in driving
our success by partnering with each other in
an agile way to deliver a consistently great
service for our customers, to ensure our
plants run safely and efficiently and that
new products are created that provide
solutions to address our customers’ and
consumers’ needs.
We listen to our employees to gain their insight and feedback
through a range of channels such as team meetings, townhalls
and pulse surveys. This feedback helps us to take actions and
establish programmes which develop and stretch our
employees and helps them both deliver our strategy and fulfil
their personal goals. Details of the Board’s engagement with
employees are set out from page 95.
Having the right culture is central to our success. People are at their best when they
feel they are contributing to the Group and are fully engaged and happy in their
work. We continued to operate a number of programmes to keep our people safe,
well connected and productive. See page 95 for more details on our people and
how we engage with them.
Suppliers
We cannot conduct or grow our business
without the products, expertise, advice and
support of our suppliers.
We have a dedicated procurement function, based around the
world, which engages with our suppliers to optimise the way we
work with them.
We build relationships globally, regionally and locally with our
suppliers to better understand the markets where we source.
By leveraging third-party supplier relationships, we are able to be more agile and
meet ever-changing customer demands. This also limits our supply risk across an
increasingly complex global supply network.
We engage with a wide range of
stakeholders, all of whom are essential in
enabling us to do business across the world.
The table below describes our key stakeholders and
summarises the engagement that has been undertaken
across the business during the year, including by the Board.
n addition, the Board’s engagement with our workforce is set
out from page 95. How the Board understands the interests
of stakeholders, and how the Board considers stakeholders’
interests in decision making, including examples of principal
decisions made in the financial year and our Section 172(1)
statement, are summarised from page 98.
Stakeholder
engagement
93
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
STAKEHOLDER ENGAGEMENT CONTINUED
WHY THEY MATTER ENGAGEMENT ACTIVITIES OUTCOMES/IMPACT
Communities
It’s where our employees and their families
live and where we recruit many of the people
who work for us. It’s also important that, as a
significant local employer in some locations,
we support the local community not only
through employee involvement but as a
responsible and sustainable local
manufacturer.
Our community involvement programme is centred around
three main areas: health, hunger and education, with a
particular emphasis on supporting children and young adults.
We support projects in our local communities based on these
three areas.
Through a range of programmes supporting health, wellbeing and education across
the world, we help improve the lives of thousands of people in our local
communities. See pages 48 and 49 for more details.
Through our partnership with food banks across the world, we have donated 4.6
million nutritious meals to people in need in our local communities since 2020.
We have also helped 57,000 children and students through learning programmes,
grants and bursaries since 2020.
Regulators
Before our new ingredients can be
incorporated into our customers’ products
they must be approved by regulatory
authorities.
We have a dedicated team of regulatory experts, based
around the world, who actively engage with regulators to
provide evidence of, and answer enquiries about, the safety
and quality of our ingredients.
By helping regulators understand our ingredients we speed up the process of
regulatory approval.
Governments
Government policies on trade, safety and
product quality, transport, tax and inward
investment, among others, all have an impact
on how we do business.
We meet periodically with federal, state and local officials in
countries where we have significant operations.
We are also members of major trade associations in our key
markets, such as the Corn Refiners Association in the US.
Government policies and legislation, in areas such as trade and tax, can have an
impact on our ability to operate competitively, and sell and transport our products
around the world. At a more local level, permits are needed to operate or expand our
production facilities.
94
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
STAKEHOLDER ENGAGEMENT CONTINUED
People and culture
Engaging with our people
To meet the 2018 UK Corporate Governance
Code requirements on workforce engagement,
the Board concluded that each director should
be active in engaging with our people in order to
gather their views and to understand the culture
within the Group. The Board decided not to
introduce any of the three methods suggested
in the Code but to develop an approach which
built on the mechanisms and practices which
we already had in place, in particular the
Non-Executive Director site visit programme.
The methods of engagement are set out below.
t is the practice at each Board meeting for the
Chair and the Non-Executive Directors to brief
the Board on their interactions with, and
impressions of, our people, our sites and our
culture. The Board believes that these methods
of engagement have enabled them to learn the
views of a wide cross-section of the workforce
and to understand how our strategy, purpose
and priorities are being received, understood
and applied across Tate & Lyle.
At Tate & Lyle, we consider our workforce to
include employees, contractors (in post for
three months or more), representatives in
countries where we do not have employees and
contingent labour. We do not include temporary
contract labour (of less than three months),
service provision workers, outsourced contract
consultants and staff at our joint ventures.
Investing in and rewarding our people
The Remuneration Committee considers
remuneration arrangements for our global
workforce. The Group’s remuneration strategy
is to provide competitive packages that enable
the Group to recruit, retain and motivate
high-calibre individuals in the markets where
we operate, so that we can deliver consistently
strong operational performance and financial
results. For more information, see our Directors’
Remuneration Report from page 112.
Assessing and monitoring culture
As described in the Chair’s introduction to
corporate governance on pages 87 and 88,
the Board has multiple touchpoints throughout
the year which provide opportunities for
gauging and monitoring the culture at
Tate & Lyle and how it aligns with our purpose
and values. These touchpoints include
individual Board member engagement activities
and management reports to the Board and its
Committees on a range of topics including:
environment, health and safety performance;
results of employee engagement surveys;
inclusion statistics and analysis; reports to the
whistleblowing hotline; reports from the Head of
nternal Audit; and reviews of workforce policies
and practices. On those occasions where the
Board is not satisfied that policy, practices or
behaviours are aligned with the Company’s
purpose, values and strategy, it seeks assurance
from management that: (i) it has thoroughly
understood the extent of and the reasons for
the issue; (ii) it has considered whether the issue
concerned could have implications across the
wider Group; (iii) corrective action has been
taken to address the issue; and (iv) any lessons
which might be learnt are identified and
communicated across the Group.
Ethics and whistleblowing programme
Speak Up, the Group’s whistleblowing
programme, has been in place for a number of
years in all operations controlled by the Group
and has now been extended to colleagues and
facilities joining us from CP Kelco. This
programme, which is monitored by the Board,
is designed to enable employees, contractors,
customers, suppliers and other stakeholders to
raise concerns confidentially about conduct
they consider contrary to the Group’s values. t
may include, for example, unsafe or unethical
practices or criminal offences.
The Speak Up programme provides a number
of ways to raise concerns, including to various
internal points of contact, as well as through
an independent service provider which provides
a telephone reporting line, an email and a
web-based reporting facility. The independent
reporting line allows reports in multiple
languages and allows people to report
anonymously. Any whistleblowing concerns
are confidentially reviewed by the Ethics and
Compliance team and appropriately
investigated by the appropriate team. At the
conclusion of an investigation, if a matter is
substantiated, appropriate action is taken, as
well as identification of any potential lessons
learned. For more information about Speak Up,
see page 47.
During the financial year, the process and
policies were analysed and monitored to ensure
they continued to be effective. The Head of
Ethics and Compliance reports to the Board
once a year on the whistleblowing programme
and to the Audit Committee twice a year on the
wider ethics and compliance programme, as
well as on whistleblowing.
It was inspiring to meet ALFIE
and to see the pioneering use
of automated robotics leading
a revolution in the delivery of
mouthfeel solutions for customers,
providing faster ingredient design
and accelerating speed-to-market
for new products.
David Hearn \ Chair
The Board holding an employee townhall during
its visit to Hoffman Estates, Illinois
Launch of our new Automated Laboratory for
Ingredient Experimentation (ALFIE) in Singapore
95
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
STAKEHOLDER ENGAGEMENT CONTINUED
Engagement with investor community
nvestors are an essential stakeholder for any
listed company. At Tate & Lyle, as well as our
institutional investors and debt investors, we
have a significant number of retail shareholders,
including many employees and retired
employees, who have a personal interest in
the ongoing success of the Company.
Our nvestor Relations programme has two
objectives. t aims to help existing and potential
investors understand Tate & Lyle, and to ensure
that Directors understand the views of our
major investors through regular feedback. All
Directors receive periodic updates on investor
communication activities, including at every
Board meeting.
Institutional investors
Nick Hampton, Sarah Kuijlaars, and our VP,
nvestor Relations maintain a programme of
meetings with institutional investors from UK,
Europe and North America. Our key meetings
take place after our full-year and half-year
results, but we also meet investors regularly
outside the results cycle. These meetings are
often face-to-face but we also use video
conferencing technologies to maximise
engagement opportunities, particularly for
non-UK-based investors. Many of these
meetings are arranged direct, but we also take
part in investor conferences arranged by
sell-side institutions. We also use live-broadcast
interviews with sell-side analysts to reach a
broader audience of investors. Other members
of the senior management team occasionally
participate in these conferences where
possible, giving investors the opportunity
to appreciate the breadth and depth of the
executive team.
As well as the full-year and half-year results
presentations to investors and analysts, we host
conference calls after trading updates are
issued. The audio recordings of these calls are
made available on our website for a short period
after each event. Sarah Kuijlaars and the VP,
nvestor Relations also meet regularly with
sell-side analysts.
Feedback
Our corporate brokers regularly seek investors’
feedback following key announcements and
investor meetings. A summary of feedback is
communicated to all directors. Our advisors
also give us updates on best practice in
investor relations, which we seek to reflect in
our programme. Recent recommendations
included suggestions to support our efforts
to build a broader shareholder base primarily
in North America and to prepare a capital
markets engagement event to communicate
the potential of the business and the power
of mouthfeel.
ENGAGEMENT ACTIVITIES
Individual Non-Executive
Director site visits
n October 2024, Chair, David Hearn, and Non-Executive Director,
John Cheung, visited our offices in Shanghai, China. While in Asia,
David also visited our sites in Singapore and Jiangmen, China.
Further visits included our corn wet mills in Boleráz, Slovakia and
Sagamore, Lafayette, ndiana, US. The full Board made an
extended visit in September 2024 to our facility in Hoffman Estates,
llinois, US and the majority of the Board also visited our nearby
production site in Sycamore, llinois, US.
n February 2025, the Chair, David Hearn, and Jeff Carr, the
Chair of our Remuneration Committee and a member of the
Audit Committee, visited our Global Shared Service Centre in
Łódź, Poland.
Supporting Employee
Resource Groups
Senior ndependent Director, Kim Nelson, continued to provide
support to the Black Employee Network.
Employee surveys and
engagement initiatives
The Chief Executive and the Chief People Officer regularly report
to the Board on the outcome of employee matters and
engagement initiatives.
CEO Newsletter, ‘virtual
cafés’ and on-site
townhalls
Nick Hampton and Executive Committee members share a
business update with the workforce via email every month.
Nick also holds virtual cafés twice a year with each of our regions,
along with other members of the Executive Committee. These took
place in May 2024 and again in December 2024, when our new
CP Kelco colleagues joined for the first time.
Nick also visited CP Kelco sites in Denmark (Lille Skensved,
Copenhagen), Okmulgee (Oklahoma), Atlanta (Georgia), Limeira
and Matão (Brazil), Grossenbrode (Germany) and San Diego
(California) with further visits planned for later in the year.
During the course of the year, Nick and other members of the
Executive Committee held townhalls with staff at our sites in:
London, Hoffman Estates, Dubai, Singapore, Tokyo and Osaka,
Japan, and Shanghai and Jiangmen, China.
Nick also joined David Hearn for the opening our new Automated
Laboratory for ngredient Experimentation, known as ‘ALF E’, at our
Customer nnovation and Collaboration Centre in Singapore.
96
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
STAKEHOLDER ENGAGEMENT CONTINUED
Other capital providers
The Chief Financial Officer, Head of Group
Treasury, and VP, nvestor Relations meet
periodically with our committed lending banks,
debt investors and ratings agency (Standard &
Poor’s). n March 2025, we successfully
concluded a multi-tranche debt offering of
US$300 million and €275 million in the private
placement market. We were delighted by the
strong support shown by private placement
investors in Tate & Lyle, with the offering
significantly oversubscribed.
Private (retail) shareholders
We encourage private shareholders to talk to
our Company Secretary who will share their
views with the Board. We also include a
questions card with the AGM documentation
we send to shareholders so that those who
cannot come to the meeting can have their
questions answered.
Annual General Meeting
The AGM gives all shareholders the opportunity
to ask questions of the Board, including about
this Annual Report.
We look forward to meeting shareholders at our
AGM in July. The details of the 2025 AGM are
set out in the Notice of AGM. Votes received in
respect of each resolution put to the AGM,
together with the number of abstentions, are
announced through a regulatory information
service and published on the Company’s
website. Shareholders can choose to receive
shareholder documentation, including the
Annual Report, electronically or in paper format,
and may submit proxy votes and any questions
either electronically or by post.
May 2024
• Full-year results
issued
• UK investor
roadshow meetings
– by video and in
person
• US investor
roadshow meetings
– by video
June 2024
• Proposed
combination
of Tate & Lyle
and CP Kelco
announced
supported by a
video webcast
presentation
• UK investor
roadshow meetings
– by video and
in person
• US investor
roadshow meetings
– in person
• Annual Report
published
• Completion of
sale of remaining
interest in Primient
announced and
commencement
of share buyback
programme to return
the net proceeds to
shareholders
July 2024
• Annual General
Meeting
• Annual General
Meeting Statement
and Trading Update
issued
September 2024
• Investor conferences
in London –
in person
• Investor conference
in US – in person
• US investor
roadshow meetings
– in person
November 2024
• Half-year results
issued
• UK investor
roadshow meetings
– by video and in
person
• US investor
roadshow meetings
– by video
• Investor conference
in France – in person
• Investor conference
in Ireland – in person
• Completion of the
combination with CP
Kelco announced
December 2024
• United Arab
Emirates investor
roadshow meetings
– in person
January 2025
• Completion of
share buyback
programme
announced
• US investor
roadshow meetings
– in person
• US investor
roadshow in respect
of private placement
debt offering – in
person
• UK investor
roadshow in respect
of private placement
debt offering – in
person
February 2025
• Trading statement
issued
• Individual
consultation
meetings regarding
remuneration
• Trading statement
issued
• Meetings with key
investors in respect
of trading statement
– by video and in
person
• Individual
consultation
meetings regarding
remuneration
March 2025
• Investor conferences
in the UK – in person
Investor calendar
Set out below is a summary of our major investor activity during the year:
ENGAGING WITH SHAREHOLDERS
97
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
n doing this, Section 172 requires a director to
have regard, among other matters, to the:
• likely consequences of any decisions in
the long term;
• interests of the company’s employees;
• need to foster the company’s business
relationships with suppliers, customers
and others;
• impact of the company’s operations on the
community and environment;
• desirability of the company maintaining a
reputation for high standards of business
conduct; and
• need to act fairly as between members of
the company.
Section 172 of the Companies Act 2006 requires
a director of a company to act in the way he or
she considers, in good faith, would most likely
promote the success of the company for the
benefit of its members as a whole.
n discharging our Section 172 duties, we have
regard to the factors set out above. We also
have regard to other factors which we consider
relevant to the decision being made.
Those factors, for example, include the
interests and views of our pensioners. We
acknowledge that every decision we make
will not necessarily result in a positive outcome
for all our stakeholders. By considering the
Company’s purpose and values together with
its strategic priorities, and having a process
in place for decision making, we do, however,
aim to make sure that our decisions are
consistent and purposeful.
For details on how our Board operates and the
way in which we reach decisions, including the
matters we discussed and debated during the
year, the key stakeholder considerations that
were central to those discussions and the way
in which we have had regard to the need to
foster the Company’s business relationship with
customers, suppliers and other stakeholders,
please see the Chair’s introduction to corporate
governance from page 87, our corporate
governance structure from page 89, Board
activity on page 91 and stakeholder
engagement from page 93.
We set out below some examples of how the
Directors have had regard to the matters set out
in Section 172 when discharging their duties
and the effect of those matters on decisions
taken by them.
Section 172(1)
statement
ACQUISITION OF CP KELCO
FACTOR CONSIDERATION FOR THE BOARD OUTCOME
(a) the likely consequences
of any decision in the long
term
The Board was cognisant that the CP Kelco acquisition was a
transformational transaction and that to acquire it would require the
issue of a significant number of shares as well as increasing the
Company’s leverage.
To ensure the CP Kelco acquisition could be appropriately assessed, structured and successfully concluded, the
Company undertook a detailed due diligence exercise, including reviewing CP Kelco’s market positions, portfolio
and intellectual property ahead of committing to the acquisition. It consulted extensively with its legal and financial
advisers as to the appropriate commercial terms and the mechanism for settling the consideration.
(b) the interests of the
company’s employees
The Group has targeted cost synergies from the CP Kelco acquisition
which include some workforce rationalisation. The Board was cognisant
that the integration plan would need to be clearly communicated to
employees, and that everyone would need to be treated fairly and with
respect as we restructured the business.
The Executive Committee led a process to ensure that the future organisational design of the Group was
developed, communicated and implemented as quickly as practicable. This included taking a ‘best of both’
approach whilst ensuring fairness and consistency across both workforces. There was an extensive and regular
programme of communications with all employees.
(c) the need to foster the
company’s business
relationships with suppliers,
customers and others
The Board was aware that the combination with CP Kelco needed to be
implemented with minimum disruption to its customers and suppliers.
The integration plan was developed to ensure that customers and suppliers of both businesses would continue to
be served seamlessly. The product portfolio, technical expertise and complementary categories of the enlarged
Tate & Lyle provides a compelling proposition for customers and we are seeing positive engagement with them.
(d) the impact of the
company’s operations on the
community and the
environment
Tate & Lyle has clear and measurable targets for its impact on
the communities in which it operates and on the environment.
The transaction presented the need to understand CP Kelco’s impact
in these areas.
Our new CP Kelco colleagues share our commitment to building thriving communities where they operate, and to
caring for our planet and natural resources. We are working to integrate our community and environmental
sustainability programmes together, and set new targets to measure our future performance.
(e) the desirability of the
company maintaining a
reputation for high
standards of business
conduct
Tate & Lyle is committed to doing business in the right way and
maintains a Code of Ethics for its people and the people it works with.
The Code sets standards for health and safety, workplace and human
rights, anti-bribery, gifts and hospitality, conflicts of interest and many
other matters.
Our colleagues at CP Kelco share the principles that underpin our business conduct and have similar policies and
procedures to help them do business with integrity. While there are some differences in approaches and systems,
like every other aspect of our organisation, we’re working together to create a single, unified approach, built on the
best of both businesses. Our Code was sent round to everyone in Tate & Lyle and CP Kelco on the day we began
operating as one business on 1 April 2025.
98
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
SECTION 172(1) STATEMENT CONTINUED
ACQUISITION OF CP KELCO CONT NUED
FACTOR CONSIDERATION FOR THE BOARD OUTCOME
(f) the need to act fairly as
between members of the
company
The Board had to ensure that all shareholders had access to the
necessary documentation about the CP Kelco acquisition, and that it
complied with the UK Listing Rules.
We issued two detailed announcements concerning the acquisition (on 20 June and on 3 October 2024), and
consulted extensively with key shareholders. We also published key documents on our website.
DISPOSAL OF REMAINING INTEREST IN PRIMIENT AND USE OF PROCEEDS
FACTOR CONSIDERATION FOR THE BOARD OUTCOME
(a) the likely
consequences of any
decision in the long term
Tate & Lyle sold a controlling interest in Primient in April 2022. The Board
needed to consider whether retaining a minority 49.7% interest in Primient
remained in line with its speciality strategy and was in the best interests of
the Company over the longer term.
The sale of Primient simplified the business and enabled Tate & Lyle to become a growth-focused speciality food and
beverage solutions business, aligned to attractive structural and growing consumer trends for healthier, better tasting
food and drink.
(c) the need to foster the
company’s business
relationships with
suppliers, customers
and others
Primient is a long-term supplier to the Group. Long-term agreements put in place with Primient in April 2022 to ensure supply security, with a remaining life of around
17 years, continue to operate.
(f) the need to act fairly
as between members of
the company
Tate & Lyle received cash proceeds of US$350 million (£277 million). Consistent with the Board’s clear capital allocation policy and the strength of the Tate & Lyle balance sheet, the Board
returned the net cash proceeds received from this transaction to shareholders by way of an on-market share buyback
programme, which completed in January 2025.
99
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
SECTION 172(1) STATEMENT CONTINUED
PARTNERSHIP WITH MANUS-BIO FOR THE COMMERCIALISATION OF US MANUFACTURED HIGH PURITY REB-M
FACTOR CONSIDERATION FOR THE BOARD OUTCOME
(a) the likely
consequences of any
decision in the long term
The partnership would expand Tate & Lyle’s sweetener solutions offering,
and enhance supply security for customers for a key product.
Tate & Lyle and Manus, a leading bio-alternatives scale-up platform, announced a strategic partnership to expand
access to natural sugar reduction solutions. The first ingredient jointly introduced was stevia Reb M, marking the first
large-scale commercialisation of an all-Americas-sourced, manufactured, and bio-converted stevia Reb M ingredient.
(c) the need to foster the
company’s business
relationships with
suppliers, customers
and others
The partnership would enhance supply security for customers for a
key product.
The partnership marks the first large-scale commercialisation of an all-Americas sourced, manufactured and
bio-converted stevia Reb M ingredient. Offering complete control and traceability, the new partnership provides supply
chain security and reliability for our customers, and paves the way for the development of other innovative stevia
ingredient solutions over time.
(d) the impact of the
company’s operations
on the community and
the environment
A partnership with Manus would contribute to Tate & Lyle’s stated aim of
helping people make healthier choices when they eat and drink, and lead
more balanced lifestyles.
The partnership, which represents a further strengthening of our sugar reduction offering, enables us to create new and
innovative solutions for customers and help meet growing consumer demand for healthier, tastier and more sustainable
food and drink.
100
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
How we have applied the principles of the Corporate Governance Code
Compliance with the 2018 UK Corporate Governance Code: for the year ended 31 March 2025, we applied the principles and complied with the provisions of the Code. The Code can be found at
www.frc.org.uk.
1. BOARD LEADERSHIP AND PURPOSE
A. The role of the Board:
Our Board comprises a diverse group of skilled and experienced
individuals as described in their biographies on pages 82 to 84.
Working within the governance structure set out on page 89 and
through a programme of regular meetings with agendas which
focus on financial performance, strategic initiatives, sustainability,
risk management, our people and our priorities, together with an
annual strategy day, the Board promotes the long-term sustainable
success of the Company through the decisions it takes about the
products, customers, markets and geographies in which the Group
operates and invests. The Board maintains a progressive dividend
policy to share the value generated by these operations with
shareholders. Tate & Lyle’s products, many of which also support
health and wellbeing, and our sustainability strategy, contribute to
wider society.
For more information about the Group’s strategy, see the Strategic Report
from page 8.
B. Purpose, values and culture:
The Board fully endorses Tate & Lyle’s purpose of Transforming
Lives through the Science of Food. This purpose informs our
strategy, our values and our culture and inspires our people. The
Board reviews workforce culture and employee engagement
through a series of touchpoints throughout the year. The Audit
Committee receives quarterly updates from our Internal Audit
function as well as regular updates from our Head of Ethics and
Compliance. These updates include the results of internal audits
and whistleblowing and provide insights into the culture of the
Group and individual areas of the business. The Committee
reviewed steps taken by management to address any areas of
concern and to ensure follow-up actions were taken.
For more information about: our purpose, see from page 14; workforce
engagement, see page 95; Board oversight of culture see page 95; and
the work of the Audit Committee, see from page 107.
C. Resources and controls:
The Board ensures that the necessary resources are in place for the
Group to meet its objectives and measure performance against
them. The Group has an executive Risk Committee and operates a
three lines of defence model which provides a framework for
establishing a range of internal controls and managing risk.
Conflicts of interest:
The Board has a formal system in place for directors to declare a
conflict, or potential conflict of interest in other companies,
including significant shareholdings. A statement of directors’
interests in Tate & Lyle shares is set out on page 133.
For more information, see the Risk report from page 64 and the Audit
Committee Report from page 107.
D. Shareholder and stakeholder engagement:
The Board maintains regular engagement, whether directly or
indirectly, via feedback from the Chief Executive and other
members of management, with shareholders as well as a range of
key stakeholders.
For more information on our engagement with shareholders, see the
Chair’s introduction to corporate governance from page 87; the
shareholder engagement section on pages 96 and 97 and the
Remuneration Committee Chair’s introduction to the Directors’
Remuneration Report on page 112.
For information on our approach to stakeholder engagement, see from
page 93. Our Section 172(1) statement is set out from page 98.
E. Workforce policies and practices:
Our Code of Ethics sets out our values and the standards of
behaviour we expect from everyone at Tate & Lyle and those who
work with us. We encourage people to report any breaches of the
Code of Ethics through our Speak Up (whistleblowing) programme
which is available to all our workforce and to third parties. The Board
takes part in the Code of Ethics training undertaken by our people
and reviews the operation of and reports from the Speak Up
programme.
For more information about this and our approach to ethics and
compliance generally, see page 47.
UK Corporate
Governance Code
101
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
UK CORPORATE GOVERNANCE CODE CONTINUED
2. DIVISION OF RESPONSIBILITIES
F. The role of the Chair:
David Hearn, our Board Chair, leads the Board and facilitates
constructive and open dialogue and debate between the Board and
management. Under his leadership, the Board is responsible for its
overall effectiveness in directing the Company and, every year, the
Board conducts a review of its own effectiveness and that of its
Committees. The Chair reviews the performance of individual
non-executive directors and the Senior Independent Director leads
a review of the Chair. The Nominations Committee reviews the
performance of the executive directors.
For information about the outcome of the Board’s effectiveness review
this year, see page 92 and the Nominations Committee Report from page
104.
G. Board composition and division of responsibilities:
At the date of this report, the Board comprises ten Directors in
addition to the Chair: two executive directors (Chief Executive, Nick
Hampton, and Chief Financial Officer, Sarah Kuijlaars), six
independent non-executive directors, one of whom is the Senior
Independent Director, and two non-executive directors nominated
to the Board by Huber (our largest shareholder). None of the
directors has served on the Board for more than nine years (save for
Lars Frederiksen, who is retiring from the Board at our AGM in July).
The Board considers all the non-executive directors to be
independent save for the two nominated to the Board by Huber. The
Chair was deemed independent on appointment.
Membership of the Board and information about individual directors is set
out from page 82. The responsibilities of the executive and non-executive
directors are described on page 90.
H. Role of the non-executive directors:
The role of the non-executive directors is to provide constructive
challenge and strategic guidance, offer specialist advice and hold
management to account. Before every Board meeting, the
Chair holds a pre-meeting without the Executive Directors present
to gather the views of the Non-Executive Directors on the papers
submitted and the topics to be discussed. At the conclusion of each
Board meeting, the Chair holds another meeting without the
Executive Directors present to consider and discuss any matters
that have arisen during the meeting. The Chairs of the Audit and
Remuneration Committees also hold meetings without the
Executive Directors present at each Committee meeting.
Time commitment: in accepting their appointment to the Board of
Tate & Lyle, Non-Executive Directors confirm that they are able to
allocate sufficient time to discharge their duties effectively. Each
year, the Nominations Committee reviews the time commitments of
the Non-Executive Directors, which indicates that in a typical year,
Non-Executive Directors spend between 35 and 55 days on
business relating to Tate & Lyle (including travel time), with the Chairs
of the Audit and Remuneration Committees spending the most time.
The Board Chair typically spends two days a week on Tate & Lyle
business. In 2019, the Board agreed a framework for determining
the number of public company directorships that directors can
undertake in addition to their appointment at Tate & Lyle in order to
ensure that they do not become over-committed.
Mr Fish and Ms Vaz de Lestapis have been nominated to be
directors of the Company pursuant to the Relationship Agreement
entered into with Huber at the time of the acquisition of CP Kelco,
which provides that Huber shall be entitled to nominate two
non-executive directors of Tate & Lyle for as long as it holds at least
15% of Tate & Lyle’s ordinary shares and one non-executive director
of Tate & Lyle for as long as it holds at least 10% of Tate & Lyle’s
ordinary shares, subject in each case to adjustment for the dilutive
impact of certain equity issuances by Tate & Lyle. Mr Fish and Ms
Vaz de Lestapis are not considered independent. Subject to the
terms of the Relationship Agreement, the appointment of each
Huber-appointed director (each a ‘Huber Director’) shall be for an
initial term of three years, subject to election by the Company’s
shareholders at the Company’s next AGM and annual re-election by
the Company’s shareholders at each subsequent AGM and to other
customary terms and conditions. The Huber Directors shall not be
entitled to be appointed as a member of the Nominations
Committee, the Audit Committee or the Remuneration Committee
of the Company, but shall have the right to be invited to attend, as an
observer, formal or informal meetings of those committees. The
Huber Directors will not be paid fees for acting as Directors of the
Company, but will be reimbursed for reasonable expenses incurred
in connection with their appointments.
The significant commitments of each of the Directors are included in the
Board biographies from page 82]. For more information, see meeting
attendance in the 2025 financial year on page 92.
I. Ensuring the Board functions effectively and efficiently:
The Company Secretary works with the Board Chair, the Chairs of
the Committees, the Chief Executive and other members of
management to ensure that the Board has the policies, processes,
information, time and resources it needs in order to function
effectively and efficiently. All Directors have access to the advice of
the Company Secretary who is responsible for advising the Board
on all governance matters. Directors also have access to the advice
of the General Counsel, as well as independent professional advice
at the expense of the Company.
102
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
UK CORPORATE GOVERNANCE CODE CONTINUED
4. AUDIT, RISK AND INTERNAL CONTROL
M. Ensuring the independence and effectiveness of internal and
external audit:
The Audit Committee is responsible for reporting to the Board on a
range of matters concerning audit, risk and internal controls. In
particular, the Audit Committee reviews and monitors the
independence and performance of the internal audit function, and
the external auditor, EY. The Audit Committee has established and
monitors a policy for non-audit work which EY is permitted to
conduct.
For further information about the role and work of the Audit Committee,
external audit and the Internal Audit function, see from page 107.
N. Fair, balanced and understandable assessment:
The Audit Committee reviews the financial statements set out in the
Group’s annual and half-year results and reports its findings and
recommendations to the Board. The Board, as a whole, considers
the recommendations of the Audit Committee, the representations
made by management and the views of the internal and external
auditor in order to satisfy itself of the integrity of the narrative and
financial statements and to determine whether the financial and
narrative statements when taken together present a fair, balanced
and understandable assessment of the Company’s position and
prospects.
For further information, see the Audit Committee Report from page 107
and the ‘fair, balanced and understandable’ statement on page 111.
O. Risk management and internal controls:
The Audit Committee oversees the internal controls framework and
receives regular reports from management and the internal audit
function on the effectiveness of that framework. It reports its findings
to the Board. At least twice a year, the Board reviews the principal
and emerging risks which apply to the Group to ensure that they
remain current and that, to the greatest extent possible, there are
mitigation plans in place to manage those risks in accordance with
the risk appetite that the Board determines, from time to time, is
appropriate to achieve the long-term strategic objectives of the
Group.
The Board and the Audit Committee are cognisant of Provision 29
of the 2024 Corporate Governance Code, which will apply to
financial years beginning on or after 1 January 2025, and to its
requirements that the Board should provide in the annual report: a
description of how the Board has monitored and reviewed the
effectiveness of the risk management and internal control
framework; a declaration of effectiveness of the material controls as
at the balance sheet date; and a description of any material controls
which have not operated effectively as at the balance sheet date,
the action taken, or proposed, to improve them and any action taken
to address previously reported issues. The Board and the Audit
Committee are currently engaged in preparations to ensure that
they are able to include the relevant information in future annual
reports when required.
For further information, see the Risk report from page 64 and the Audit
Committee Report from page 107.
3. COMPOSITION, SUCCESSION AND EVALUATION
J. Succession planning for the Board:
The Nominations Committee (which comprises all the Non-
Executive Directors (except the Huber Directors) and the Chair) is
responsible for succession planning for, and recommending
candidates for appointment to, the Board and certain senior
management positions. It applies a formal, rigorous and transparent
process focused on finding candidates who can support the
strategic priorities of the business while also representing the
diversity of our global workforce and customer base. The UK
Corporate Governance Code provides that all Directors should seek
re-election on an annual basis and all directors will seek election or
re-election at the 2025 AGM, save for Mr Frederiksen.
For more information about the work of the Nominations Committee see
the Nominations Committee Report from page 104.
K. Skills, experience and knowledge of the Board:
The Nominations Committee ensures that the Board and its
Committees have a combination of skills, experience and
knowledge necessary to discharge their oversight roles and to
support the management team in the execution of the Company’s
strategy.
For more information on the Board’s skills and experience, see pages 82
to 84 and the Nominations Committee Report from page 104.
L. Board evaluation:
In the 2025 financial year, the Board undertook an internally
facilitated review, in line with the UK Corporate Governance Code
guidance. The last externally facilitated review was undertaken in
the 2023 financial year.
For more information, see the Board evaluation on page 92.
5. REMUNERATION
P. Designing remuneration policies:
The Remuneration Committee is responsible for determining
remuneration policies and practices which support the strategy and
promote the long-term sustainable success of the Group.
For more information about the work of the Remuneration Committee,
see the Directors’ Remuneration Report from page 112.
Q. Executive remuneration:
The Directors’ Remuneration Policy was approved by shareholders
on 27 July 2023 with 96.08% for. During the course of the early part
of 2025, the Remuneration Committee consulted with shareholders
over certain revisions to that policy and, following that consultation,
a revised policy to be proposed for adoption by shareholders at the
AGM in July 20205 is shown on pages 118 to 123.
R. Remuneration outcomes and independent judgement:
The Remuneration Committee determines remuneration outcomes
for the executive directors and other members of senior
management and in so doing exercises independent judgement
and discretion in the context of Company and individual
performance and the wider circumstances. No director or member
of management is involved in determining their own pay.
For more information about the Remuneration Committee and
remuneration outcomes, see the Directors’ Remuneration Report from
page 112.
103
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
n July 2025, at the conclusion of our Annual
General Meeting, Lars Frederiksen will retire as
a non-executive director as he reached the
nine-year anniversary of his appointment to
the Board in March 2025. Accordingly, the
Nominations Committee addressed succession
for Lars and was pleased that Steve Foots, the
Group Chief Executive of Croda nternational
Plc, has agreed to join the Board as a Non-
Executive Director from the conclusion of our
2025 Annual General Meeting (subject to his
approval by shareholders). He is an experienced
Chief Executive of a large UK-listed business
and is a high-quality addition to our Board.
Patrícia Corsi stepped down as a Non-Executive
Director on 31 March 2025 due to scheduling
conflicts with her executive responsibilities.
t is not our intention to seek an immediate
replacement for Patr
ícia as we feel that the
Board as currently constituted is appropriate
for our purposes and has the relevant range of
experience and expertise. We wish to pay tribute
to the valuable contribution of Sybella, Lars and
Patr
ícia over the course of their long service.
We welcomed two new Non-Executive
Directors as a result of the arrangements
we agreed with Huber for the acquisition of
CP Kelco. This has brought us the valuable
insights and contributions of two of its senior
executives (Glenn M. Fish, Chief Financial
Officer, and Cláudia Vaz de Lestapis,
General Counsel).
was fortunate on joining the Board in 2024 to
have inherited a Board which was diverse in
terms of gender, ethnicity, age, experience and
international perspectives. We have retained
this diversity despite considerable changes
to the Board during the year. Working with
Nick Hampton and my colleagues on the
Nominations Committee, our first priority
this year was to find a successor to Dawn Allen
as Chief Financial Officer, who was scheduled
to leave the Board by the end of October 2024.
n addition, the Board refreshed its focus on
succession planning for those non-executive
directors who were due to stand down during
the year, including finding a new Chair for
our Remuneration Committee, all of which
we achieved.
Board changes
The Board continues to keep its composition
under constant review, not only to accommodate
refreshing its membership as members come
due to retire but also to match the demands of
the business as it grows and develops.
Chief Financial Officer
After Dawn Allen announced her decision in
April 2024 to resign as Chief Financial Officer
and from the Board, the Committee undertook
an extensive search for her replacement.
The search culminated in the appointment
of Sarah Kuijlaars as Chief Financial Officer
in mid-September 2024.
Non-executive directors
At the end of 2024, as anticipated, Sybella
Stanley, the Chair of our Remuneration
Committee, retired from the Board after nearly
nine years. Jeff Carr, who joined our Board in
April 2024, and who had experience serving as
a member of the Remuneration Committee of
Kingfisher plc, was selected as the new Chair
of the Committee to succeed Sybella.
n developing candidate profiles for the
Non-Executive Directors we recruited during
the year and bearing in mind the appointment
of the Huber-nominated directors, the
Nominations Committee sought to maintain
the diversity of backgrounds and experience
of the whole Board in order to best support the
ongoing development of Tate & Lyle in the
coming years.
Executive Committee members
During the year, we continued to keep long-term
succession planning for the Executive Directors
and other Executive Committee members on
our agenda.
Following the completion of the acquisition of
CP Kelco in November 2024, the Executive
Committee gained three new members,
including two from CP Kelco, and certain roles
were restructured to reflect the needs of the
business in the future.
Inclusion at and below the Board
n a purpose-led business like Tate & Lyle,
inclusion at all levels is a prerequisite to
future-proofing our Company, and for our
aspiration that our employees reflect the
customers and communities we serve. And, as a
global business, our Board needs to reflect the
rich variety of the regions where we operate.
At the time of writing, our Board is 36% women
and 18% from Black, Asian or non-white
ethnically diverse groups with a mix of
nationalities that reflects the global profile
of our business, with two of the four senior
positions on the Board held by women. The
percentage of our Board being female has
fallen from 45% this time last year (and 42% at
31 March 2025) after the changes to our Board
composition outlined above. Whilst we have
fallen below our target to have at least 40% of
our Board being women, we will not take any
immediate steps to increase the size of the
Board or change its composition given the
significant changes that occurred during
the year.
We have a strong Board
which has focused on
necessary succession
planning for the future.
Nominations
Committee
Report:
Chair’s
introduction
David Hearn \ Chair of the
Nominations Committee
104
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
NOMINATIONS COMMITTEE REPORT CONTINUED
Committee governance
Responsibilities
The Committee assists the Board by reviewing
the size and composition of the Board, including
succession planning, and the leadership
needs of the Group generally. t recommends
candidates for appointment as Directors and
as Company Secretary and reviews the
performance of the Executive Directors.
Further details of its responsibilities are in the
Committee’s terms of reference, which the
Committee reviews annually and can be found
on the Company’s website, www.tateandlyle.
com/about-us/corporate-governance.
Composition
During the year under review, the Committee
comprised the Board Chair and all independent
Non-Executive Directors. The Company
Secretary is the secretary to the Committee. The
directors appointed to the Board by Huber may
attend meetings of the Committee as observers.
Meetings during the year
The Committee held six meetings during the
year, three more than usual due to the search for
a new Chief Financial Officer and Remuneration
Committee Chair and the terms of two of our
non-executive directors coming to an end.
Attendance during the year is set out on page
92. The Chief Executive and the Chief People
Officer are invited to attend and present to the
Committee on an ad hoc basis, depending on
the issues being discussed.
Effectiveness
The Committee carried out an internally
facilitated review of its effectiveness and the
output was discussed by the Committee.
This concluded that the Committee continued
to operate effectively and confirmed that the
focus for the coming year would again be
non-executive succession planning (including
development of detailed role requirements and
a skills matrix for directors (particularly as it
matches to executive management
competencies) which the Committee might use
to more regularly review succession planning
during the year). Executive Director and
management succession will also remain a focus.
Work undertaken during the year
The Committee maintains a calendar of items
for consideration at each meeting and reviews
and updates it regularly.
Replacement of Chief Financial Officer
n April 2024, we announced that Dawn Allen
would step down from her role as Chief
Financial Officer. The Committee led the
search for a new Chief Financial Officer, which
concluded with the appointment of Sarah
Kuijlaars from September 2024. To assist in its
search, the Committee developed a detailed
job description for the role. n addition to the
usual technical skills required for such a
position, we also sought candidates who would
be willing to offer stability and would wish
to leave a legacy. Three candidates were
shortlisted each with strong experience and
credentials but, having considered cultural fit
and leadership style, Sarah Kuijlaars was
identified as the preferred candidate.
Board succession for the Chair of the
Remuneration Committee, and replacing
Lars Frederiksen and Patrícia Corsi
n early 2025, two of our non-executive directors
were due to retire by virtue of them reaching
the end of their nine-year period of service.
The Committee recognised this and began its
consideration of these matters well in advance.
We were particularly cognisant that we would
need to replace Sybella Stanley as Chair of our
Remuneration Committee. We were fortunate
that Jeff Carr was able to assume this role
having previously served as a member of the
Remuneration Committee of Kingfisher Plc
(a role he still holds). The Committee developed
a role specification for Lars Frederiksen’s
replacement which focused on C-suite
experience in the Group’s key sectors (or
adjacent sectors) and experience of the
UK-listed regime. n March 2025, the
Committee recommended the appointment
of Steve Foots to the Board in July 2025.
Patr
ícia Corsi stepped down from the Board at
the end of March 2025, but the Committee has
decided not to seek an immediate replacement.
The Committee also considered succession
plans for senior executive roles as part of an
ongoing review process. We have welcomed
three new members of our Executive
Committee during the year, two of whom
joined us from CP Kelco. The roles of certain
other members of the Executive Committee
were revised. We also recommended the
appointment a new Company Secretary.
Review of individual directors and the
Executive Committee
Each Director goes through a formal
performance review process as part of the
annual Board effectiveness review. David Hearn
led performance reviews of the Non-Executive
Directors during April 2025.
The Committee reviewed the performance of
the Chief Executive. The Senior ndependent
Director, Kim Nelson, gathered views from
members of the Board as to their perceptions
of, and feedback for, the Chair, David Hearn.
These reviews confirmed that each Director
continues to make an effective contribution to
the Board’s work and is well prepared and
informed about issues they needed to consider.
n each case, their commitment remains strong.
The Committee evaluated the performance
of the members of the Executive Committee
and reported its conclusions to the
Remuneration Committee.
The Board continues to support management’s
goal to achieve gender parity in leadership and
management roles. These roles extend to more
than 500 managers in the top five employee
bands. The Board monitors progress against
this goal and is pleased to see that at 31 March
2025 (excluding CP Kelco) the number of
women in leadership and management roles
has increased to 46%.
As at the date of this report, gender diversity of
our senior management
1
and their direct reports
was 50% female. Our Executive Committee is
42% female.
Priorities for the year ahead
n addition to our focus on embedding our
Non-Executive Directors, we will consider
long-term succession planning for senior
executives at and below the Board and continue
to follow closely the progress of management’s
talent development and inclusion initiatives.
David Hearn
Chair of the Nominations Committee
1 In accordance with the Code, senior management is defined as
the Executive Committee (including the Chief Executive and
Chief Financial Officer) and the Company Secretary.
105
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOMINATIONS COMMITTEE REPORT CONTINUED
Annual review of time required to fulfil role of
Chairman, Senior Independent Director and
Non-Executive Director (Committee Chairs)
The Committee reviewed the time
commitments of each Director on the Board
and has reached the conclusion that they each
have sufficient time to dedicate to fulfilling their
duties as directors of the Company.
AGM 2025: Recommendation to put re-election
of directors to shareholders
The Committee has recommended that all of
the current directors (save for Lars Frederiksen)
are put forward for election or re-election to the
Board at the AGM in July 2025. This will include
Steve Foots, whose term starts from the
conclusion of the AGM.
Board inclusion
As described in the Chair’s introduction to this
report, the Board believes that a varied and
inclusive culture is a driver of superior business
performance, growth and innovation. n its
nclusion Policy, the Board commits to maintain,
as a minimum, 40% female and 40% male
representation, and ethnic representation. As a
result of changes to our Board in 2024 and 2025,
we have fallen below 40% female representation
for the first time in some time. As we are not
proposing to appoint another non-executive
director to the Board in the immediate future
(other than Steve Foots, whose appointment will
not change our gender balance), this position is
likely to persist until such time as a new director
joins the Board.
The Committee uses search firms who are
signatories to the FTSE Women Leaders
Enhanced Code of Conduct which seeks to
address gender diversity on boards and best
practice for the related search processes. When
considering candidate directors, the Committee
reflects in the long- and short-lists a number of
different criteria, including experience, gender,
age, culture and personal attributes such as
thinking style.
Inclusion below the Board
We recognise that to be a successful company,
we must be inclusive across the business.
We expect everyone, everywhere, to play a
role in ensuring we become a truly inclusive
organisation where differences are respected
and everyone’s contributions are valued.
Our approach to inclusion contains a
commitment to providing opportunities for all
colleagues, irrespective of (among other things)
sex, race, ethnicity, colour, religion, background,
age and sexual orientation.
Gender and ethnicity reporting of the Board as at 21 May 2025
Gender identity of sex
1
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 7 64% 2 7 58%
Women 4 36% 2 5 42%
Not specified/prefer not to say – – – – –
Identity by ethnicity
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
2
Percentage
of executive
management
White British or other White
(including minority-white
groups)
3
9 82% 3 11 92%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British
3
1 9% – 1 8%
Black/African/Caribbean/
Black British
4
1 9% 1 – –
Other ethnic group, including
Arab – – – – –
Not specified/prefer not to say – – – – –
1 The information in these tables was collected directly from each individual.
2 For the purposes of this disclosure and in accordance with the Code, ‘executive management’ means the Executive Committee
(including the Chief Executive and Chief Financial Officer).
3 John Cheung and Remington Zhu each identify as Chinese (The People’s Republic of China (Hong Kong SAR)).
4 Kim Nelson identifies as African American.
106
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
The Committee has carefully
monitored the integration of
our new businesses and their
application of our robust risk
and controls framework.
Audit
Committee
Report:
Chair’s
introduction
Warren Tucker \ Chair of the
Audit Committee
Introduction
am pleased to present the work of the
Audit Committee over the year. We enjoyed
welcoming our new Chief Financial Officer,
Sarah Kuijlaars, and seeing her vision for the
Finance function develop. The Committee is
reassured that the wider finance team has
strong leadership and navigated the period
prior to Sarah’s appointment very well.
The Committee has continued to take a keen
interest in talent management and succession
planning in the Finance function, including the
practice of deep dives into both the wider
function and individual teams. The team offered
great support to the business and provided
robust financial reporting during the period
after Dawn Allen’s resignation. t has also
welcomed new colleagues from the Finance
function of CP Kelco into what is now a
reorganised and fully-integrated team.
continued to engage with our stakeholders,
including the nternal Audit function, senior
management and the external auditors, to
ensure our processes and controls remain
robust. also hold regular meetings with
Jonathan Gill, our lead audit partner.
have enjoyed meeting our regional financial
controllers and audit managers during the year.
The Committee held a session with our Vice
President of Global Business Services to assess
her strategy for our Global Shared Services
Centre and members of the Committee visited
the centre during the year. The Committee also
met with regional financial directors from North
America and our Asia, Middle East, Africa and
Latin America regions. n-person audits
continued to return to pre-Covid levels from
both the internal and external audit teams. The
Committee is very supportive of these visits as
a means to connect deeply with the business.
Reviews during the year
n addition to the normal review of accounting
judgements and disclosures on key accounting
matters, including accounting for exceptional
items and taxation (see details set out on pages
110 to 111), we continued undertaking ‘deep
dives’ into certain aspects of the control
environment. During the year, we again met
leaders from the Group Tax and Treasury teams
and undertook in-depth reviews into their
functions, including talent management.
The Committee also received updates, on the
work of the nternal Audit team, and on topics
including Ethics and Compliance, data privacy
management and talent management in
Finance. We had our annual deep dive into T
and cyber risks, and an additional deep dive into
the future for sustainability reporting, hearing
from external experts and our own teams. The
Committee also received detailed feedback
from EY on the global statutory audits, including
a benchmarking of performance compared to
other listed companies.
The Committee continued to monitor the
implementation of Tate & Lyle’s controls,
processes and Ethics and Compliance
programme, including for CP Kelco following
its acquisition. The Committee was reassured
by management and the external auditor that
the Company continued to operate robust
processes and controls throughout this period.
As part of the CP Kelco acquisition, the
Committee had a full session to consider
and approve the Significant Transaction
Announcement relating to the transaction
that the Company issued on 3 October 2024.
Focus for the coming year
An important focus of work for the Committee
this year will be the further integration of
CP Kelco, particularly as it relates to risk
management. As a Committee, we will continue
to ensure that EY is sufficiently challenging of
management during the course of its audit
work, and we will concentrate on strategic
changes to the Group, ensuring that there is
sufficient assurance over Group priorities and
projects. We will also maintain our focus on
adapting and improving our controls and
processes, particularly as they pertain to
the forthcoming corporate governance
requirements in respect of material financial,
operational, reporting and compliance controls,
combined with the ongoing developments to
enhance the existing fraud risk framework.
Conclusion
hope that you find this report useful in
understanding our work over the past year, and
welcome any comments from shareholders
on my report.
Finally, would like to thank my fellow
colleagues on the Committee for their support
during the year.
Warren Tucker
Chair of the Audit Committee
107
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
AUDIT COMMITTEE REPORT CONTINUED
Meetings during the year
The Committee held five scheduled meetings
during the year and also a further meeting
to consider the Significant Transaction
Announcement that the Company released
in connection with the CP Kelco acquisition.
Attendance during the year is set out on page
92. The Committee has also met once since the
end of the financial year and prior to the signing
of this Annual Report.
The Chief Financial Officer, Head of nternal
Audit, Group Financial Controller, General
Counsel and representatives of the external
auditor are invited to, and attend, all relevant
parts of each meeting. The Board Chair and
Chief Executive are also invited to, and attend,
each Committee meeting. n addition, senior
finance and operational leaders attend and
present to the Committee as needed. During the
year, the Committee has made efforts to meet
with the Group’s regional financial controllers
on a regular basis.
The Committee meets privately with each of
the Chief Financial Officer, the Head of nternal
Audit, the Chief Executive and the Company’s
external auditor individually to ensure the
effective flow of material information between
the Committee and management. The
Committee also meets without management
present at every meeting.
Effectiveness
The Committee carried out an internally
facilitated review of its effectiveness and
sought feedback from relevant participants.
The output was discussed and the Committee
concluded that it continued to operate
effectively.
Work undertaken during the year
The Committee maintains a rolling calendar
of items for consideration at each meeting
and reviews and updates it regularly. As well
as the work already referred to, the Committee
maintained its focus on four main areas:
financial reporting; oversight of the external
auditor; oversight of the internal audit function;
and internal control and risk management.
During this financial year, the Committee was
Committee governance
Responsibilities
The Committee assists the Board by overseeing
financial reporting, internal controls and risk
management processes, the nternal Audit
function, and our relationship with the external
auditor. Further details of its responsibilities are
in the Committee’s terms of reference on the
Company’s website: www.tateandlyle.com/
about-us/corporate-governance.
Composition
The Committee, at the date of this report,
comprises four independent Non-Executive
Directors: Warren Tucker (Chair), Jeff Carr,
John Cheung and Kim Nelson. The Company
Secretary is the secretary to the Committee.
Sybella Stanley was a member of the Committee
until December 2024. The Directors appointed
by Huber attend meetings of the Committee
as observers.
The Code stipulates that:
• the Committee, as a whole, shall have
competence relevant to the sector in which
the Company operates. The Committee
considered that it does, as a whole, have
extensive experience of global manufacturing
and supply organisations and of business-
to-business groups, experience of
commercialisation of innovation pipelines
and a wealth of knowledge and understanding
of the London investment community and
governance matters. t continues to strengthen
the competencies of its members through deep
dives and updates on relevant matters; and
• at least one Committee member should have
recent and relevant financial experience.
Warren Tucker meets this requirement.
Warren was Chief Financial Officer of Cobham
plc for a decade until 2013 and is a chartered
accountant. He also served as an independent
non-executive director on a FTSE 100 audit
committee from 2010 to 2020. Jeff Carr also
meets this requirement as a chartered
accountant. He is the Chair of a FTSE 100
audit committee, and for four years until
March 2024 was the Chief Financial Officer
of Reckitt Benckiser Group plc.
(iii) control and risk matters arising from the
integration of CP Kelco, and (iv) ongoing
developments to enhance the existing fraud risk
framework. The Committee will continue to carry
out deep dives into key areas of focus, both at
Group functional level and at a regional level,
on a rotational basis. Members of the Audit
Committee look forward to visiting a number
of our plants and sites, including our pectin
production site in Denmark which the Group
acquired as part of the CP Kelco acquisition, as
part of the Board’s overseas visit later in the year.
External auditor
As part of the reporting of the half-year and
full-year results statements, EY reported to the
Committee on its assessment of the Group’s
accounting judgements and estimates and its
control environment. EY did not report any
significant deficiencies in controls nor did it
disagree with any of the Group’s accounting
judgements and estimates. The Chair of
the Committee meets with EY prior to each
meeting and on a regular basis outside the
meeting cycle.
Safeguarding the auditor’s independence
The independence of the external auditor is
essential to the provision of an objective opinion
on the true and fair view presented in the
financial statements. Auditor independence
and objectivity are safeguarded by several
control measures, including limiting the nature
and value of non-audit services performed
by the external auditor. n the current year, the
auditors did do some limited non-audit work,
after careful consideration and approval by
the Committee.
The Committee operates a policy to safeguard
the objectivity and independence of the
external auditor. This policy sets out certain
disclosure requirements by the external
auditor to the Committee, restrictions on the
employment of the external auditor’s former
employees, and partner rotation.
During the year, the Committee reviewed
the operation and results of this policy and
confirmed that, in its opinion, the external
auditor remained independent.
reassured that nternal Audit had carried out
a comprehensive assessment of the control
environment.
The Committee, in conjunction with the Board,
received a presentation from the Group’s T
leadership on cyber security and controls, and
enterprise risk management within the Group,
and a further deep dive from EY on the future of
sustainability reporting, in addition to the regular
deep dives on treasury and tax matters, ethics
and compliance, data privacy management and
talent management in Finance. We also had
in-depth sessions to understand the work of our
regional finance teams, which included deep
dives into North America (which we visited) and
the Asia, Middle East, Africa and Latin America
business. Members of the Committee were also
able to visit our Global Shared Services Centre
in Poland.
The Committee also received detailed feedback
from EY on the global statutory audits, including
a benchmarking of performance compared to
other listed companies.
Financial reporting
At each of its meetings, the Committee
reviewed and constructively challenged the
accounting methodologies, judgements and
disclosures set out in the papers prepared by
management and determined, with input from
EY, the appropriateness of these. The significant
issues considered by the Committee in relation
to this year’s financial statements are listed on
pages 110 to 111. Papers on the Group’s existing
and emerging litigation risks were also
considered over the year.
Focus areas for the Audit
Committee in the 2026
financial year
n addition to the recurring matters on the
Committee’s rolling calendar, the Committee will
focus on: (i) changes to the Group’s segmental
reporting; (ii) continued enhancements to the risk
and controls matrix (particularly as they pertain
to the forthcoming corporate governance
requirements in respect of material financial,
operational, reporting and compliance controls);
108
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
Audit quality
To maintain audit quality, the Committee reviews
and challenges the proposed external audit
plan, including its scope and materiality, before
approval, to make sure that EY has identified
all key risks and developed robust audit
procedures and communication plans.
Throughout the year, the Committee looks at
the quality of EY’s reports and considers its
response to accounting, financial control and
audit issues as they arise.
The Committee also meets with EY regularly
without management present, providing an
opportunity to raise any matters in confidence
and for open dialogue. This meeting also gives
the Committee the chance to monitor the
performance of the lead engagement partner
both inside and outside Committee meetings.
The Chair meets to review EY’s quality reporting
and discussed items that could impact
Tate & Lyle, in particular the culture of EY’s
audit division.
The Financial Reporting Council’s Audit Quality
Review team also conducted a review of the
external auditor’s audit of our results for the year
ended 31 March 2024 and its findings were
reviewed and discussed by the Audit Committee,
who noted the recommendations made and the
proposed actions to be taken by the external
auditor in its audit of the results presented in
this document.
Effectiveness of the external auditor
The effectiveness of the external auditor is
assessed in accordance with a process agreed
by the Committee. As part of the process, the
auditor’s performance for the 2024 financial
year was reviewed against criteria set at the start
of the audit, which includes quality and
experience of the audit team, audit planning
and adaptability to changes in business needs
and the control environment, providing
objectivity and challenge, project management
and reporting and communication. The
Committee also took into consideration the
FRC’s most recent guidance on evaluating
audit quality.
Provision of non-audit services
The policy also sets out the circumstances
in which the external auditor may be permitted
to undertake non-audit services and the
services which are not permitted under any
circumstances, such as the provision of
remuneration advice and internal audit
outsourcing.
At each meeting, the external auditor reports
any non-audit services provided by the auditor
and the fees incurred by the Company. Under
our policy on non-audit services, the Chief
Financial Officer has authority to approve
permitted services up to £10,000, with any
amounts above that limit requiring approval of
the Committee Chair or the Committee itself.
Any amounts approved by the Chief Financial
Officer are reported to the Committee at its
next meeting.
The total amount payable in respect of the
Group audit and audit of subsidiaries was
£4.5 million. n addition, the fee for the Group’s
half-year review was £0.1 million, which is
included as a non-audit service in accordance
with standard practice. For Public nterest
Entities, the Financial Reporting Council (FRC)
sets a cap on non-audit fees, limiting them to
a maximum of 70% of the average statutory
audit fees paid over the preceding three years.
During the year, the Company had cause to
approach the FRC for permission to incur fees
for Reporting Accountant work relating to a
Class 1 acquisition (being the acquisition of
CP Kelco) in excess of the cap. Although consent
was granted, it was not subsequently needed
as changes to the Listing Rules meant that the
Company was not required to publish a Class 1
circular for the acquisition. However, £0.6 million
in fees was incurred for the aborted work.
Fees paid in respect of non-audit services
therefore comprised 16% of the total audit fees
payable to EY.
AUDIT COMMITTEE REPORT CONTINUED
Internal audit
nternal Audit provides independent and
objective assurance to all levels of management
up to the Board. ts responsibilities include
evaluating and reporting on the adequacy
and effectiveness of the systems of risk
management and internal controls operated
by management. Management remains
responsible for identifying risks and for the
design and operation of controls to manage
risk effectively.
The nternal Audit function is staffed by
professionally qualified and experienced
individuals located in London, Poland and
Shanghai. They report to the Head of nternal
Audit, who is based in London, who in turn
reports directly to the Chair of the Audit
Committee and the Chief Executive.
The Committee received, considered and
approved the annual internal audit plan, which
was constructed using a risk-based approach
taking account of risk assessments (including
the T Risk Assessment using the Control
Objectives for nformation and Related
Technologies to inform a three-year rolling
T Audit plan), input from senior management
and previous audit findings. This year there
was an emphasis on processes where recurring
issues were identified in the previous 12 months,
including acquisitions in Asia, new areas
driven by high-value investments, programme
assurance, high-risk areas and areas with
changes in core processes or which have had
a new system implemented. The plan contained
assurance over Group priorities and projects
(productivity and digital transformation) and
strategic changes (demand planning and
third-party T outsourcing).
The audit plan is kept under review and is driven
by operational needs, emerging priorities and
business requirements. Any proposed changes
to the plan are discussed with, and approved
by, the Committee. n relation to CP Kelco, a
significant amount of work was performed on
integration planning and readiness for the first
100 days post-completion, including an audit of
The review sought feedback from management
at both Group and divisional levels most directly
involved in the year-end audit, and feedback
was also sought from EY on the contribution
from our management team to an effective audit.
The Committee considered the feedback
received together with its wider knowledge and
concluded that the external audit process for
the 2024 financial year was effective and that
EY provided independent challenge to
management. Areas of focus were identified
for the 2025 financial year.
The Committee will formally assess EY’s
performance in relation to the 2025 audit
following its completion.
Tenure
EY was appointed the Group’s external auditor
at the Company’s AGM in 2018 for the financial
year ended 31 March 2019 following a formal
tender process. Jonathan Gill replaced Lloyd
Brown as the lead audit partner following the
conclusion of Mr. Brown’s fifth year as lead audit
partner in the 2023 financial year. The 2025
financial year is Mr. Gill’s second year as lead
audit partner. The Committee recommended,
and the Board intends to propose, the
reappointment of EY as the Company’s auditor
for the 2026 financial year. t believes the
independence and objectivity of the external
auditor and the effectiveness of the audit
process are safeguarded and remain strong.
The Committee considers that the Company
has complied with the Competition and Markets
Authority’s Statutory Audit Services for Large
Companies Market nvestigation (Mandatory
Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 for the
financial year under review.
There are no contractual obligations that restrict
the Committee’s choice of external auditor.
109
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Significant matters relating to the financial statements considered by the Committee
AREA BACKGROUND COMMITTEE’S ACTIVITIES AND CONCLUSION
Exceptional
items
We exclude from certain of our alternative performance measures exceptional
items which are material in amount and that are outside the normal course of
business or relate to events which do not frequently recur. Therefore, these merit
separate disclosure in the financial statements to provide a better understanding
of the Group’s underlying financial performance.
The Committee constructively challenged the judgement of management regarding the classification of exceptional items.
The Committee also considered the appropriateness of the associated disclosures and concluded that both the judgements
made and the disclosures proposed were reasonable.
Taxation We operate and pay taxes in multiple jurisdictions, which requires interpretation
of complex tax law. As such, we make provision for potential tax exposures to
local tax authorities and reassess these as necessary at the half year and year
end. Our assessment is underpinned by a range of judgements from tax
professionals and external advisors.
The Committee reviewed the key judgements made in estimating the Group’s tax charge along with the key disclosures, set out
in Note 2 and in Note 11. The Committee was satisfied that the judgements made in estimating the Group’s tax charge were
reasonable, and that the disclosures were appropriate in those notes.
The Committee considered and challenged the appropriateness of tax provisions at 31 March 2025, including changes in
provisions during the year, as well as the Group’s associated tax risks. The Committee also considered the composition of the
Group’s deferred tax balances and recognition judgements.
AUDIT COMMITTEE REPORT CONTINUED
Internal control and risk
management
The Board is responsible for determining the
nature and extent of the principal risks it is
willing to take in achieving the Group’s strategic
objectives and for maintaining sound risk
management and internal control systems.
A formal process is in place which aims to
identify and evaluate risks, including emerging
risks and how they are managed. Further details,
including the description of principal risks, are
set out on pages 67 to 73. The objective of the
internal control system is to protect the Group’s
assets and reputation and to ensure the
reliability of financial information for both
internal use and external publication. The
systems of internal control and risk management
cannot eliminate the risk of failure to achieve
business objectives but can provide reasonable
(not absolute) assurance against material
misstatement or loss. The Committee continued
to receive and consider regular reports from
management and the Head of nternal Audit
on the effectiveness of the Group’s internal
controls and risk management system as well
as the external auditor on matters identified
during its statutory audit work.
During the year, the Head of Enterprise Risk
presented to the Audit Committee on risk
strategy and risk process enhancements made
over the previous 12 months, and planned
improvements for the following 12-month period.
They also presented the risk management plan
for 2025 for the Committee’s approval.
Internal control over financial reporting
The Group has specific internal mechanisms that
govern the financial reporting process and the
disclosure controls and procedures around the
approval of the Group’s financial statements.
Twice a year, representatives from the business
certify that they have complied with the minimum
control standards and that their reported
information provides a true and fair view of the
state of the financial affairs of their business unit
and its results for the period. The results of this
financial disclosure process are reported to the
Audit Committee.
Annual review of the
effectiveness of the systems of
internal control
The Board monitors the effectiveness of the
Group’s systems of internal control and risk
management throughout the year. Once a year,
the Board, supported by the Audit Committee,
conducts its own review of the effectiveness of
the systems of risk management and internal
control. As last year, the 2025 review was
facilitated by the nternal Audit team, and
covered the period 1 April 2024 to the date of
this Annual Report. The process included a
two-stage review to facilitate discussion, with
the Audit Committee discussing the results of
the review at their meetings in March and May
2025. The Board then discussed the output at
its meeting in May 2025.
The 2025 full-year review covered material
financial, operational and compliance
controls, our values and behaviours and the risk
management process. The review included
an independent analysis of the questionnaires
and representation letters completed by
management to ensure that the responses
from management were consistent with the
results of its work during the year. The Committee
reported to the Board that the process for
monitoring and reviewing internal control and
risk management processes is robust and
appropriate for the size and scale of the
business. t was noted that no significant failing
or weakness had been identified and confirmed
that it was satisfied the systems and processes
were functioning effectively.
The Group’s going concern and Viability
Statement disclosures are set out in the Strategic
Report on pages 41 and 66, respectively.
Warren Tucker
Chair of the Audit Committee
the CP Kelco plant in Denmark. Next year’s plan
includes further integration reviews and audits
of more CP Kelco sites.
Ongoing visibility of the internal control
environment is provided through regular
internal audit reports to management and the
Committee. The reports are graded to reflect an
overall assessment of the control environment
under review, and the significance of any
control weaknesses identified. Remedial
actions to address findings are identified and
agreed with management. The Committee
receives a quarterly status report from the Head
of nternal Audit, detailing progress against the
agreed plan, key trends and findings. The
Committee places high emphasis on actions
being taken as a result of internal audits and
reports from the Head of nternal Audit provide
updates on the status of actions and
engagement with the local teams until the
actions are closed.
The Committee also carried out its annual
review of the effectiveness of the nternal
Audit function. t was undertaken by way of a
questionnaire, and feedback was sought from
members of the Audit Committee and senior
management, along with the external auditor
and the internal audit team. Key Performance
ndicators are also presented to the Committee
annually to help evaluate the performance of
nternal Audit. The Committee concluded that
the function continues to operate effectively.
110
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
AUDIT COMMITTEE REPORT CONTINUED
Significant matters relating to the financial statements considered by the Committee continued
AREA BACKGROUND COMMITTEE’S ACTIVITIES AND CONCLUSION
Integration
of new
acquisitions
In the year, we acquired CP Kelco. The Committee continued to monitor the implementation of Tate & Lyle’s controls, processes and ethics and compliance
programme into new businesses acquired by the Group.
Impairment
reviews
We test all goodwill for impairment annually and additionally as required test all
assets where there has been an indicator of potential impairment.
The Committee reviewed and challenged the annual goodwill impairment assessments and considered the appropriateness of
management’s assumptions.
Management concluded that there was appropriate headroom in its goodwill impairment reviews and, accordingly, no
impairments were required save as follows. Management did note that the impairment test in respect of Quantum goodwill was
more sensitive to changes in assumptions than the prior year. Additional disclosure in respect of those sensitivities is set out in
Note 19. Impairment reviews were also undertaken on other assets. In the case of CMS, following management’s decision to
close the operation, the assets were fully impaired. The Committee agreed with these conclusions.
2024 UK
Corporate
Governance
Code
The FRC published the new Corporate Governance Code, which will require
reporting from our 2026 full-year accounts except for the provision on internal
controls which requires reporting from our 2027 full-year accounts.
The Committee received reports on the Company’s readiness for the changes. The Committee will continue to oversee the
processes being implemented in advance of the reporting for the year ending 31 March 2026.
Purchase
price
allocation
On 15 November 2024, we completed the acquisition of the CP Kelco business
for total consideration of $1.8 billion (£1.4 billion). The allocation of the purchase
price to the various assets and liabilities comprising CP Kelco is a complex
accounting area requiring a number of material judgements and estimates to
assess the fair values of acquired assets and liabilities.
The Committee constructively challenged the judgement of management regarding the allocation, including the valuations
prepared by external advisors supporting management with the exercise. This included having the external auditor assess the
competency, independence and objectivity of management’s specialists involved to support in the fair value assessment and
evaluate whether management’s accounting conclusions are in accordance with IFRS 3, Business Combinations.
The Committee also considered the appropriateness of the associated disclosures and concluded that both the judgements
made and the disclosures proposed were reasonable.
Tax on
CP Kelco
The acquisition of CP Kelco brings operations in the US, Denmark, Brazil and a
number of other countries into the Group. In addition to assessing the tax charge
in the underlying operations, there are a number of tax considerations to be
made by management which are directly attributable to the acquisition, which
include the tax structuring associated with the acquisition and also uncertain tax
provisions within CP Kelco.
The Committee challenged management’s view on these various items. The Committee also considered the appropriateness of
the associated disclosures and concluded that both the judgements made and the disclosures proposed are reasonable.
Primient On 23 May 2024, the Group agreed the sale of the remaining interest in its
Primient joint venture, which it completed on 27 June 2024, resulting in a
post-tax gain of £85 million. Given the quantum of the gain and the accounting
for the tax charge of £24 million, there was a risk that the accounting and gain
are misstated.
The Committee reviewed and challenged management’s quantification of the gain on sale and its accounting for it. The
Committee also considered the appropriateness of the associated disclosures and concluded that both the quantification and
the disclosures made are reasonable.
Exceptional
items and
M&A costs
The Group has recognised net M&A costs of £37 million relating to CP Kelco
deal-related costs partially offset by the fair value adjustment of the contingent
consideration.
The Committee has assessed management’s recognition and classification of these costs as M&A costs and believes them to
be reasonable.
FAIR, BALANCED AND UNDERSTANDABLE REPORTING
Robust year-end governance processes are in place to
support the Board’s review of the Annual Report which
include:
• Ensuring that all of those involved in the preparation
of the Annual Report have been briefed on the ‘fair,
balanced and understandable’ requirements;
• Internal verification by the Internal Audit team of
non-financial factual statements, key performance
indicators and descriptions used within the
narrative;
• Regular engagement with, and feedback from,
senior management on proposed content and
changes;
• Feedback from external parties (corporate reporting
specialists, remuneration advisors, external auditor)
to enhance the quality of our reporting;
• Review by the Audit Committee of the governance
processes employed to provide assurance that the
Annual Report is fair, balanced and understandable,
including the opportunity to challenge members of
management, Internal Audit and the external auditor
on the robustness of those processes; and
A process to ensure that unfavourable outcomes have
been duly highlighted.
The Board considers that, taken as a whole, the Annual
Report is fair, balanced and understandable. The
Board further believes that the Annual Report provides
the necessary information for shareholders to
adequately assess the Company’s position and
performance, business model and strategy.
111
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
On behalf of the Board am pleased to present
the report of the Remuneration Committee for
the year ended 31 March 2025.
would like first to thank Sybella Stanley for
her service as Chair of the Committee until
31 December 2024 and also to thank Patrícia
Corsi who stepped down as a member of the
Remuneration Committee and the Board at the
end of the financial year.
Tate & Lyle delivered a year of robust financial
performance with 4% adjusted EB TDA growth
1
(before the inclusion of CP Kelco) and £190
million of free cash flow. The business also
made excellent strategic progress with the
completion of the acquisition of CP Kelco –
a significant milestone in the acceleration
of our growth strategy.
Recognising our people
would also like to recognise all our employees
across Tate & Lyle and CP Kelco for their
strong contribution and commitment in the
past year. We are extremely grateful for their
continued focus on serving our customers,
delivering a robust set of financial results and,
at the same time, helping to bring two great
businesses together.
Management and the Committee are also
very mindful of the continuing cost of living
pressures for employees around the world
and the April 2025 salary review process was
structured to maintain competitive market
increases across the general workforce. We
also recognised the majority of our employees
through some form of discretionary reward for
the year.
Appointment of new
Chief Financial Officer
We were extremely pleased to welcome Sarah
Kuijlaars who was appointed Chief Financial
Officer in September 2024, replacing Dawn
Allen who stepped down from the Board on
15 September 2024 and ceased employment
on 25 October 2024.
Sarah Kuijlaars is an experienced Chief
Financial Officer with an extensive track
record of transformation and performance.
Her remuneration package is commensurate
with her track record and directly aligned with
our focus on delivering the benefits of our
transformation journey over the short and
longer term. Sarah’s salary was set at £500,000
on appointment with a maximum bonus of 150%
and an annual Performance Share Plan (PSP)
opportunity of 300% of salary.
Under the terms of Dawn Allen’s appointment,
certain awards became repayable on cessation
of employment, all outstanding variable pay
awards were similarly forfeited. Accordingly,
her remuneration for the year ending 31 March
2025 reflects only the fixed elements of her
remuneration.
Incentive outcomes for the year
n line with the financial and non-financial
context for the year, the Committee reflected
on the variable pay outcomes for executive
directors and the broader stakeholder
experience in arriving at the final payouts set
out below:
• Annual Bonus: the Chief Executive Officer
and Chief Financial Officer bonus outcomes
for the year were at 45% and 38% of
maximum respectively. As described on
page 126, this reflects both the robust
financial performance on EB TDA and cash
flow but also recognises that Group revenue
performance fell below the threshold set by
the Committee despite the improved volume
growth. The outcome also reflects the
significant strategic progress in the year
including the completion of the CP Kelco
transaction and its progress on integration.
• Performance Share Plan: awards made in
2022 will vest at 38% of maximum reflecting
the performance and shareholder experience
of the Group over the three-year period to
31 March 2025. As described on page 128,
return on capital employed (ROCE)
performance exceeded the performance
range at 19.1% but compound annual revenue
growth fell below the threshold target at 2.6%.
The outcome also reflects the good progress
on our ESG goals as well as recognising that
our relative TSR performance versus our
sector peers ranked us just below median.
n keeping with best practice and given the
completion of the CP Kelco acquisition towards
the end of the financial year, the Committee
decided that bonus and PSP would exclude the
impact of the transaction for the year ended
31 March 2025.
Attracting and retaining the
right calibre of talent is critical
to delivering the next steps in
our transformation journey
and accelerating our
performance.
Directors’
Remuneration
Report: Chair’s
introduction
Performance headlines for the
year ended 31 March 2025
Financial performance
• Adjusted EB TDA was 4% higher,
excluding CP Kelco, with adjusted
EB TDA margin
1
up 200bps to 22.3%
• Revenue (excluding CP Kelco) was 5%
lower
1
reflecting the pass-through of
input cost deflation in the year
• Free cash flow was £20 million higher
at £190 million reflecting cash
conversion of 82%
Strategic progress
• Sale of remaining interest in Primient
completed
• Completion of the CP Kelco acquisition
and the transformation to a growth-
focused speciality solutions business
• Accelerated innovation with New
Products revenue +9% on a like for like
basis, Solutions new business wins by
value at 21%
• Continued progress on our ESG goals
with our Scope 1 & 2 GHG emissions
being 23% lower than 2019 baseline
Jeff Carr \ Chair of the
Remuneration Committee
1 Change in constant currency
112
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
Proposed amendments to our
Remuneration Policy
Nick Hampton was appointed to the position of
Chief Executive Officer in April 2018 and since
that time has successfully executed a major
strategic transformation of the business. The
latest combination with CP Kelco represents a
significant acceleration of Tate & Lyle’s strategy
to become a growth-focused speciality food
and beverage solutions business. t also
materially increases the size and geographic
presence of the Group. The Committee
decided, therefore, because of this significant
change, we should review our remuneration
policy to ensure it remains fit for purpose.
Following a detailed review and taking into
consideration the global nature of the business
(which is almost entirely outside of the UK), the
Committee concluded it was necessary to
increase the Chief Executive’s remuneration to
a level more commensurate with the expanded
responsibilities of the role.
With Nick Hampton’s salary having been
conservatively managed over the last six years,
(growing by an annual equivalent of 1.4% per
annum since appointment), the Committee
decided it was now necessary to provide
a salary increase of some 10% above that
planned for the wider UK workforce of 3.1%.
This will result in an increase of 13.4% to
£820,000, closer to mid-market competitive
levels for comparable sized UK-listed
companies with a similar global footprint.
The Committee is also seeking to change the
current remuneration policy at the next AGM
to increase the annual bonus maximum from
150% to 200% of salary to more accurately
reflect the Group’s future potential growth
prospects and the need to compete in a global
market for senior executive talent. This increase
will initially only apply to the Chief Executive with
the entire increase in opportunity delivered in
the form of deferred bonus shares in line with
the current deferral policy. No changes to the
current Performance Share Plan maximum are
proposed which means the current maximum
award would remain at 300% of salary
alongside the current above market
shareholding guideline at 400% of salary.
The Committee greatly values the insights of
our shareholders and the Committee completed
an extensive shareholder consultation exercise
in arriving at its final proposals. The consultation
extended to our largest 20 shareholders,
covering the majority of the voting shares, as
well as a number of the proxy voting agencies.
would like to take this opportunity to thank
those who took part and was pleased the
significant majority were supportive of the
Committee’s proposals. A number of
shareholders requested details of the
Committee’s approach to pay benchmarking,
which is set out on page 118. During the
consultation also explained that the Committee
will continue to ensure the performance targets
are appropriately challenging in the context of
our growth ambitions, the delivery of the
integration synergies and the total package.
Remuneration in the 2026
financial year
Taking into account the feedback received from
the consultation, the Committee has decided to
maintain the current incentive plan metrics and
weightings for the 2026 financial year.
n the case of the Performance Share Plan, the
Committee reviewed the targets in light of the
near-term implications of the CP Kelco
acquisition particularly on ROCE. As such the
Committee decided to set a new ROCE target
for the 2025 PSP awards of 10% to 14% (on a pro
forma basis for the 2025 financial year ROCE is
estimated to be around 9%) to reflect the initial
impact of the combination on ROCE as
consistent with the communication at the time
of the acquisition. Similarly, the Committee
decided to maintain the current three-year
organic revenue growth range which commences
at 3% with maximum vesting at 8% given its
continued alignment with our long-term growth
ambition. The Committee will keep all targets
under close review for future awards to ensure
they reflect the long-term strategy, market
consensus and our growth ambition. t should
be noted that these targets are based on the
total combined business including CP Kelco as
it was fully integrated into our financial results
from 1 April 2025. Finally, the Committee has
decided to delay the finalisation of the ESG
targets while the integration work is completed
and the re-basing of the targets confirmed.
This process will be completed early in the 2026
calendar year and will be disclosed in next
year’s annual report. The current international
sector TSR peer group and ranking approach
will remain unchanged for 2025 PSP awards.
Concluding remarks
On behalf of the Committee, would like to
thank you for your support and trust you will
find the Directors’ Remuneration Report useful
and informative. would particularly like to thank
our shareholders for their time and feedback in
the policy consultation. hope that we can count
on your support for both the Annual Report on
Remuneration and the Remuneration Policy
being put to shareholders at the 2025 AGM.
Jeff Carr
Chair of the Remuneration Committee
DIRECTORS’ REMUNERATION REPORT CONTINUED
113
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Metrics
1
Threshold Target Stretch
Outcome
(% of max)
80% Financial metrics with equal weighting
Group revenue ($m)
Group adjusted EBITDA
($m)
Group adjusted operating
cash flow (£m)
20% Non-financial
Strategic/non-financial
objectives, including
environmental and
purpose goals
Overall outcome
for the year ended
31 March 2025
Remuneration
at a glance
Our remuneration philosophy is to offer competitive
packages that enable us to recruit, develop and
motivate excellent people wherever they are in the
world – specifically people who are highly skilled at
their jobs, who believe in our purpose and will help us
create sustainable, long-term, profitable growth.
This philosophy applies to all our people.
Annual bonus metrics
Rewards achievement of annual performance
objectives:
• Target bonus is 75% of salary; Maximum is 150%
• Maximum cash bonus is 100% of salary
• Any award over 100% is paid in shares, deferred for
two years, and subject to claw back
Performance share plan awards vesting in 2025
Rewards achievement of long-term strategic
objectives against targets for awards made in 2022:
• Maximum award is 300% of salary
• Only 15% of the award vests at ‘threshold’
• A five-year timeframe applies: three-year
performance period plus a two-year post-vesting
holding period
Metrics Threshold Stretch
Outcome
(% of max)
30% Adjusted Group
organic revenue
CAGR
25% Adjusted Group
ROCE
25% Total
Shareholder Return
20% ESG metrics:
Greenhouse gas
emissions, water and
waste reductions,
gender diversity
Overall outcome –
2022 award
1 954 1 992 2 034 2 075
435
414 431 447
253 263 273261
+ ++ + =
Annual
bonus
Pension
contribution
BenefitsSalary
Performance
share plan
Total
remuneration
Fixed pay Performance-related pay
Shareholding requirements: CEO 400% of salary; CFO 300% of salary
83%
50%
100%
Chief Executive
Chief Financial Officer
50% 50% 100%
50% 45%45% 100%
Chief Executive
38%50%38% 100%
Chief Financial Officer
As set in 2022
(see page 128)
Aspiration by 2025
(see page 128)
Median Upper Quartile< Median
3%2.6% 8%
67%
15% 100%38% 38%
Actual
1 Excludes the results of CP Kelco since acquisition on 15 November 2024.
WHAT ARE THE COMPONENTS OF OUR EXECUTIVES’ REMUNERATION?
HOW DID WE DETERMINE PERFORMANCE-RELATED PAY IN THE 2025 FINANCIAL YEAR?
0%
25%
13%
0%
50%
83%
44%
63%
0%
13% 17% 19.1%
114
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Nick Hampton Chief Executive
Fixed pay Base Pay 723
Pension 108
Benefits 18
Total Fixed 849
Variable pay
Annual Bonus 490
Share awards 666
Total Variable 1 156
Total 2 005
Sarah Kuijlaars
1
Chief Financial Officer
Fixed pay Base Pay 272
Pension 27
Benefits 7
Total Fixed 306
Variable pay
Annual Bonus 157
Share awards 0
Total Variable 157
Total 463
1 Sarah Kuijlaars joined the Board on 16 September 2024, salary and bonus are pro-rated to hire date.
0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500
100%
34% 44%22%
21% 26% 53%
Below
threshold
Target
Stretch
FY25
actual
£849
£2,476
£4,103
£2,005
42% 24%
33%
Composition of remuneration £000s
43
Stret h
14
Chief Executive – Nick Hampton
0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500
FY25
actual
Composition of remuneration £000s
100%
60%40%
43% 57%
Below
threshold
Target
Stretch
£306
£510
£714
66% 34%
Chief Financial Officer – Sarah Kuijlaars
£463
Remuneration outcomes compared to policy scenarios for the year ended 31 March 2025
As a percentage of total remuneration
HOW DID REMUNERATION OUTCOMES FOR THE YEAR COMPARE WITH PAY POLICY SCENARIOS?
EXECUTIVE DIRECTORS’ TOTAL REMUNERATION
The tables below set out a single figure for the total remuneration received by each executive director for the year ended 31 March 2025. The full table can be found on page 124.
Base and benefits
Annual Bonus
Performance Share Plan
115
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
APPROACH TO IMPLEMENTING OUR REMUNERATION POLICY FOR THE 2026 FINANCIAL YEAR RATIONALE
Base Salary Policy:
• Benchmarked periodically against comparable roles at global UK-listed companies of similar size and complexity.
• In deciding base salary levels, the Committee considers personal performance including the individual’s contribution to the achievement of the Group’s strategic
objectives as well as employment conditions, salary levels across the Group, and market practice in those global locations where the Group competes for talent.
• Base salaries are reviewed annually with any increases normally aligned with those of the wider workforce, and effective from 1 April.
Implementation from 1 April 2025:
• Nick Hampton: £820,000 (+13.4%) to recognise the strategic transformation of the business and to reposition salary closer to market norms following
a period of conservative increases since appointment.
• Sarah Kuijlaars: £515,500 (+3.1%) in line with wider UK workforce.
Base salaries are normally
aligned with competitive
market norms or wider
workforce increases which
for the UK in 2026 financial
year will increase by 3.1%.
Pension
and
Benefits
Policy:
• Executives may receive a contribution to a personal pension plan, a cash allowance in lieu or a combination thereof.
• Other benefits normally include car allowance, medical insurance and life insurance, and are set at a level considered appropriate taking into account market practice
and consistent with the wider workforce.
Implementation from 1 April 2025:
• No change to the range of benefits provided.
• Nick Hampton and Sarah Kuijlaars will continue to receive a pension benefit of 15%, aligned to that of the wider UK workforce.
Pension levels for all
executive directors are
aligned to the wider
workforce rate, in line with
prior commitment to
investors and market
expectations.
Annual
bonus
Policy:
• Subject to shareholder approval the maximum opportunity for the 2026 financial year will increase to 200% of salary (target: 50% of maximum).
• Performance measures, targets and weightings are set at the start of each year.
• Financial performance will normally be weighted 80% of the overall opportunity, with the remainder (up to 20%) linked to the achievement of personal strategic objectives.
• Any bonus earned above 100% of salary is deferred into shares for two years.
Implementation from 1 April 2025:
• Maximum opportunity of 200% of salary for Nick Hampton / 150% for Sarah Kuijlaars.
• The annual bonus with metrics as 2025 with 80% financial / 20% strategic personal goals.
• Financial metrics will remain as: Group revenue / Group adjusted EBITDA / Group adjusted operating cash flow operating profit calculated on a constant currency basis
using a budget rate.
For the 2026 financial year,
we have set targets based
on the newly combined
business and mindful of the
current volatile global
economic conditions. Full
disclosure of targets and
performance outcomes will
be provided in the next
Remuneration Report.
Long-Term
Incentive
Plan
Policy:
• The maximum opportunity permissible under the PSP will be 300% for executive directors.
Implementation from 1 April 2025:
• No change- PSP award of 300% for Nick Hampton and Sarah Kuijlaars with 15% of the award vesting at threshold.
• Awards will vest over the three financial years to 31 March 2028 subject to:
– 30% Adjusted Group organic revenue CAGR
– 25% Adjusted Group ROCE
– 25% Relative Total Shareholder Return (TSR)
– 20% ESG metrics
• A two-year post-vesting holding period will also apply following cessation – five year in total.
• Full details of the performance targets set for these awards (where applicable) and the timing and basis for when awards will be made in 2025 is provided on page 129
For the 2026 financial year,
we have set targets based
on the newly combined
business and mindful of
the current volatile global
economic conditions. Full
disclosure of targets and
performance outcomes will
be provided in the next
Remuneration Report.
Malus and
claw back
provisions
• Malus and claw back provisions will apply to all share awards made under the bonus and PSP for a period of two years after vesting.
Shareholding
requirement
• Chief Executive and Chief Financial Officer are required to build up shareholdings of 400% and 300% of salary, respectively.
• Executive directors are required to hold 100% of their shareholding guideline for 24 months after cessation or their actual holding on departure if lower.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Key: Number of years: Performance period Deferral/holding period Ongoing requirements
116
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
The Remuneration Committee
Committee membership and meetings during the year
The Committee comprised the following independent non-executive directors during the year:
Jeff Carr (from 1 November 2024), Patrícia Corsi (until 31 March 2025), Sybella Stanley (until 31
December 2024), sabelle Esser, Lars Frederiksen, and Warren Tucker. The Committee was chaired
by Sybella Stanley until when she stepped down from the Board on 31 December 2024, after which
Jeff Carr became Chair. The non-executive directors appointed by Huber attend meetings of the
Committee by invitation as observers. Attendance of members at meetings during the year is set out
on page 92. The Company Secretary serves as secretary to the Committee.
The Chair of the Board, Chief Executive, Chief Financial Officer, Chief People Officer, and the VP,
Head of Total Rewards may be invited to attend meetings to assist the Committee, although none is
present or involved when his or her own remuneration is discussed.
The Committee’s external advisor attends each meeting to provide independent advice, and also
provides regular updates to the Committee on relevant corporate governance and market-related
developments, to ensure that the Committee’s decisions take Group strategy and the needs of the
business into account, while reflecting investor and governance expectations.
Main responsibilities of the Remuneration Committee
The Committee has a formal calendar of items for consideration. The main responsibilities of the
Committee include:
• Assessing the appropriateness of executive remuneration in the context of the Group’s
strategy and priorities as well as overall competitiveness, informed by data from
independent, external sources
• Setting the detailed remuneration of the executive directors, designated members of
senior management, and the Chair of the Board (in consultation with the Chief Executive),
including salary or fees, annual bonus, long-term incentives, and contractual terms
• Setting performance targets for awards made to senior executives under the annual bonus
plan and the long-term incentive plan, and reviewing performance outcomes
• Reviewing the broader operation of the annual bonus and long-term incentive plan,
including participation and overall share award levels
• Reviewing workforce remuneration policies and engagement in accordance with the 2018
UK Corporate Governance Code
• Reviewing its own effectiveness each year
The Committee’s terms of reference, which are reviewed annually, are available on the Company’s
website, www.tateandlyle.com.
Committee effectiveness
During the year, the Board carried out an internally facilitated review of its effectiveness and that
of its committees. Feedback was sought from the Committee members, certain members of
senior management and the external advisor. The output was discussed by the Committee.
This concluded that the Committee continued to operate effectively throughout the year and
confirmed the appropriate areas of focus for the year ahead.
Committee advisor
The Committee appointed Deloitte LLP to act as external advisor following a review and competitive
tender process in 2012, with a change in lead advisor in 2022. As part of its annual processes, the
Committee considered and confirmed that advice received during the year from Deloitte LLP was
objective and independent. Deloitte LLP is a signatory to the Remuneration Consultants’ Code of
Conduct; this gives the Committee additional confidence that the advice received is objective and
independent of conflicts of interest. Fees charged by Deloitte LLP for the provision of remuneration
advice to the Committee amounted to £73,700 for the year ended 31 March 2025, with fees
charged on a time incurred basis. During the year ended 31 March 2025, Deloitte LLP also provided
unrelated services to the Group in respect of corporate finance, consulting, tax and compliance.
Statement of shareholder voting
The Remuneration Policy was approved by shareholders at the AGM on 27 July 2023. The last
Annual Report on Remuneration was approved by shareholders at the AGM on 25 July 2024. The
following voting outcomes were disclosed after the relevant meeting:
Resolution
Total for
(number of
votes) % of vote
Total against
(number of
votes) % of vote
Withheld
1
(number of
votes)
Directors’ Remuneration Policy –
27 July 2023 282,656,823 96.08% 11,523,854 3.92% 1,621,454
Annual Directors’ Remuneration Report –
25 July 2024 285,728,372 94.97% 15,125,459 5.03% 348,938
1 Votes withheld are not counted in the calculation of the proportion of votes for or against a resolution.
Resolution to approve the Annual Report on Remuneration at the 2025 AGM
A resolution to approve this Annual Report on Remuneration will be proposed at the AGM on
24 July 2025.
Implementation of the Remuneration Policy in financial year ending 31 March 2026
The Committee intends that the Policy subject to approval by shareholders at the AGM on
24 July 2025 will apply for a period of three years from that date.
117
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
DIRECTORS’ REMUNERATION REPORT CONTINUED
Approach to Remuneration Policy review
Nick Hampton was appointed as Chief Executive in April 2018 and has overseen our strategic
transformation which culminated in the recent sale of Tate & Lyle’s remaining interest in Primient
and then our combination with CP Kelco.
This represents a significant acceleration of our strategy to become a leading and differentiated
speciality food and beverage solutions business, cementing our position as the solutions partner
of choice for customers.
The transaction has also materially increased the size and scope of the Company in terms of
revenues, employees and global operations, with more than 95% of total revenues and employees
now based outside the UK. North America continues to be a particularly significant region for the
business in terms of revenues, employees and a key centre for our sector in terms of product
innovation, development and future executive talent.
The Remuneration Policy would not ordinarily have been due for renewal until the 2026 AGM
(in line with the typical three-year renewal cycle in the UK). n light of the CP Kelco acquisition, the
Committee decided it was necessary to ensure it appropriately reflected the current reality and the
need to effectively attract, engage and retain the right calibre of talent to lead our global business
through this next phase.
Against this backdrop the Committee completed a market analysis with its advisors to understand
the competitiveness of the remuneration arrangements for our executive directors compared to
other relevant peer companies. Two alternative comparator groups were considered comprising
of a global sector specific peer group and one of similarly sized UK listed companies, excluding
financial services companies and those with a low international footprint. Given the size and scale
of the companies in the sector specific group were mostly much larger than Tate & Lyle with many
based in the US, the Committee decided it would instead focus on the UK listed peer group which
was comparable to international companies ranked between the FTSE 50 to 150 in terms of
market capitalisation.
The analysis highlighted that the market competitiveness of the Chief Executive’s current
remuneration, particularly on salary and bonus were in total, materially less competitive than the
Committee would like. n the case of salary progression, the analysis also highlighted that in the six
years since appointment the Chief Executive’s salary had been managed conservatively, growing
by a total of 8.7% (and included three out of six years with no increase) resulting in an average
increase of 1.4% per annum.
Proposed changes to remuneration from 1 April 2025
Considering the limited salary increases over time for the Chief Executive since appointment,
the scale of the transition over that period, and the importance of this next phase, a shareholder
consultation exercise was conducted on the following proposals:
Pay element
Proposed changes
to CEO remuneration Rationale Impact of change
Base
Salary
An increase in salary of 13.4%
to £820,000.
No change to other benefits
or fixed pay.
To reflect the increased
requirements of the role and
recognise the Chief
Executive’s criticality to
completing the
transformation of the
business since appointment.
Following this increase, the
Chief Executive’s salary
would be positioned slightly
behind the median of the
comparator group.
Annual
Bonus
An increase of maximum
bonus opportunity from 150%
to 200% of salary. No change
to deferral policy of any
bonus earned in excess of
100% of salary into shares for
two years.
For the 2026 financial year
the change will only apply to
the Chief Executive.
To more appropriately reflect
Tate & Lyle’s potential for
future growth following the
CP Kelco combination.
In aggregate with fixed pay
the new bonus opportunity
would in total be closer to the
median of the comparator
group. As the deferral policy
is not changing, the entire
increase in bonus opportunity
would be in the form of
deferred shares for two
further years.
PSP
No changes – PSP award
maximum would remain at
300% of salary with a
two-year holding period.
The PSP award maximum
is currently sufficiently
competitive when considered
in aggregate with the rest of
the total opportunity for the
executive directors.
In aggregate with fixed
pay and bonus, the current
PSP award levels would
position total pay opportunity
between median and
upper quartile of the
comparator group.
Shareholding
guidelines
No changes – with Chief
Executive maintaining a
400% requirement.
Current approach already
remains ahead of market
norms.
The Chief Executive will
continue to be required to
build and hold a significant
holding in the business during
their tenure and in the two
years post-cessation.
Shareholder consultation
The Committee completed a consultation exercise which extended to the top 20 shareholders
representing the majority of the voting shares and held discussions with shareholder proxy voting
agencies to discuss our proposals. The feedback was largely consistent and supportive of the
proposals with the focus on ensuring the performance targets in the incentive plans remained
appropriately challenging in the context of Tate & Lyle’s growth ambitions and commitments on
integration synergies. The Committee was also asked to consider a phased approach to the
proposed increases to ensure the strategy roll-out had been successful in delivering sustained
shareholder value. Upon reflection, the Committee considered it was more important to recognise
and address the lack of market competitiveness in the Chief Executive’s remuneration quickly given
his already considerable experience in the role. Also, the Committee decided that further delaying
any material increases would result in a further deterioration in market competitiveness which would
not be appropriate.
The change to bonus opportunity is above the current maximum in the Remuneration Policy
approved by shareholders in July 2023 and therefore requires shareholder approval at the next AGM.
118
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration Policy for the 2026 financial year
This section has been prepared in accordance with the Remuneration Reporting Regulations, and
sets out the details of the 2026 policy to be tabled for approval by shareholders at the 2025 AGM
and effective for a period of up to three years from that date. Details of how the Company plans to
implement the policy for the year ending 31 March 2026 are provided in the Annual Report on
Remuneration on page 116, including our intended approach to implementation of changes within
our proposed Policy.
Summary of the Directors’ Remuneration Policy
Executive directors’ remuneration consists of base salary, annual bonus, long-term incentives, share
awards, retirement and other benefits as summarised in the ‘at a glance’ section on pages 114 and
115. Each component has a clear purpose, and the variable elements are driven by achievement
against relevant financial and non-financial performance indicators which have a clear link to the
Company’s strategy and purpose. A strong alignment with shareholders’ interests is maintained
through a majority of the package weighted towards performance-based reward as well as
significant personal shareholding requirements imposed on each executive director. Safety and
broader environmental and corporate responsibility matters are specific factors that the Committee
may factor into decisions on pay and annual incentive plan outcomes. Malus and claw back
provisions apply to incentive awards following release.
Non-executive directors receive fees relating to their Board and Committee responsibilities, and do
not receive additional benefits or participate in incentive arrangements.
The Committee retains discretion on specific aspects of the Policy and implementation, along with
an overriding discretion to determine bonus outcomes and judge the level at which share awards
vest, to ensure that payments are consistent with the underlying financial health and performance
of the business.
The Committee may make minor changes to the Policy without seeking shareholder approval, for
example, to benefit the administration arrangements, or to take account of changes in legislation.
Any such changes would be disclosed in the relevant Annual Report.
Service contracts
The Group’s policy regarding executive directors’ service contracts and appointment terms is
to take account of market practice, and to ensure that provisions in relation to notice periods or
termination payments are not excessive, as well as to ensure that contracts provide appropriate
protection for the Group, for example, in relation to restrictions on competition, solicitation of
customers or employees, and the protection of intellectual property. Executive directors are
employed under service contracts that provide for six months’ notice from the executive and
12 months’ notice from the Company.
The Chair and non-executive directors have letters of appointment and do not have service
contracts or notice periods. Under the terms of their appointment, they are usually expected to
serve on the Board for between three and nine years, subject to their re-election by shareholders.
The Chair and non-executive directors receive a fee for their services, and do not participate in the
Group’s incentive or pension schemes, do not receive any other benefits, and have no right to
compensation if their appointment is terminated.
Service contracts for executive directors and letters of appointment for the Chair and non-executive
directors are available for inspection at the Company’s registered office.
Remuneration framework and key principles
The Group’s remuneration strategy and principles apply consistently to employees, managers
and executives.
• Our approach is designed to be fair, equitable, and globally consistent, recognising that we
recruit talented individuals and operate in a global market
• Base pay and benefits are referenced to the comparative local market, taking account of
company size and operations. The primary reference points used are UK listed companies
with a similar market capitalisation to Tate & Lyle (excluding financial services companies
and those with a low ‘internationality’)
• Assessments of performance and potential provide meaningful opportunities for career
and pay progression, based on an individual’s skills and contribution over time
• ndividuals in key roles that can drive annual and longer-term performance may be
selected to participate in our short- and long-term incentive plans, to encourage the
achievement of genuinely stretching business objectives
• All aspects of remuneration are designed to encourage a focus on long-term, sustained
performance and risk management. Outcomes must be achieved in a way that is
consistent with the Group’s values and Code of Ethics, and that fosters sustainable,
profitable growth aligned with our purpose
• Alignment with shareholders’ long-term interests is carefully preserved by linking senior
executive pay to performance; effective governance around remuneration decisions;
setting targets that challenge management to drive high performance; the adoption of
shareholding guidelines at senior executive levels; and appropriate malus and claw
back provisions
119
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration policy for executive directors in the 2026 financial year
ELEMENT PURPOSE POLICY MAXIMUM OPPORTUNITY OPERATION / PERFORMANCE FRAMEWORK CHANGES TO POLICY
Base salary
Providing market
competitive fixed
remuneration to
attract and retain
executives of the
required calibre
• Salaries are referenced to the
comparative local market taking
account of company size and
operations, the individual’s
skills, experience, personal
performance and circumstances
(e.g. following promotion into
a new or expanded role)
• Increases are typically limited to
the general increase for Group
employees in the same local
market
• Base salary reviews take into account increases awarded to
employees below executive level, and the impact on pension and
other consequences of increases, and reflect personal
performance consistent with the approach applicable to
employees generally
• No changes to the policy in
favour of directors have been
made
Benefits
• Benefits are provided in line with
comparative local market practice
and may include, e.g. car (or
allowance), health insurance, life
cover, and retirement benefits –
on a similar basis to those benefits
provided to all employees in
the location
• Situation-dependent benefits
may include:
– Reimbursement of reasonable
expenses incurred in the course
of business, and settlement of
taxes where required
– Participation in benefits generally
available to the local employee
population (including for example,
HMRC-approved Sharesave plans)
– Relocation benefits, including
healthcare
– Payment in lieu of dividends on
specific awards
• The value of non-cash benefits
is determined by the cost of
provision, for example third-party
health insurance premiums
• Receipt of any benefits would be
in accordance with policies
applicable more generally to
employees in the same location
• Retirement and/or cash benefits
in lieu of pension for executive
directors have been reduced to
15% of salary, aligned with the rates
generally available to the UK
workforce since 1 April 2021
• Retirement benefits are provided by way of defined contribution or
equivalent cash arrangements
• Employment and incidental benefits are not performance related
by nature
• Payment in lieu of dividend may apply to specific awards where
any applicable conditions have been satisfied at vesting.
Accordingly, no additional performance conditions apply
• No performance conditions are attached to Sharesave awards
because the Sharesave Plan is an all-employee scheme
• No changes to the policy
in favour of directors have
been made
Annual bonus
Max
opportunity
200% of salary
Supporting
near-term
growth goals by
rewarding strong
annual financial
and performance
objectives
• The Annual Bonus Plan rewards
achievement of financial and
other objectives established by
the Committee for the relevant
financial year
• The bonus award may comprise cash
and deferred shares, depending on
the level of award
• The final bonus award is made at the
Committee’s discretion. Subject to the
overall maximum, the Committee may
make appropriate adjustments to
ensure that the bonus outcomes are
a fair reflection of the underlying
performance of the Company and
may also take into account factors
such as Group safety, operational
performance and personal
performance
• Maximum cash bonus is 100%
of salary
• Maximum total bonus opportunity
is 200% of salary, with any award
over 100% paid in shares, which
are deferred for two years
• Deferred shares carry the right to
receive a cash payment in lieu of
the dividend
• For the financial year ending
31 March 2026: The maximum
total bonus opportunity is 200% of
salary for Chief Executive Officer
and 150% of salary for Chief
Financial Officer
• Key financial performance metrics are selected by the Committee.
Additionally, the Committee may select quantifiable metrics
aligned with strategic and/or operational objectives on a personal
or collective basis
• Targets for each metric are set at the start of each financial year,
taking account of the business strategy, performance in previous
years, market expectations and the prevailing economic climate
• Financial performance has the greatest weighting
• A minimum profit hurdle applies before any bonus in payable
against any of the metrics
• Malus and claw back provisions apply: cash and shares may be
recouped in specific circumstances during the two-year period
following the end of the financial year to which the bonus relates
• For the financial year ending 31 March 2026:
– 80% of the bonus will relate to three equally weighted financial
metrics:
• Group adjusted EBITDA
• Group adjusted operating cash flow
• Group revenue
– 20% of the bonus will relate to strategic non-financial objectives
• Maximum total bonus
opportunity will increase to
200% from 150% of salary
• No other changes to the
policy in favour of directors
have been made
Key: Number of years:
Performance period Deferral/holding period Ongoing requirements
120
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
ELEMENT PURPOSE POLICY MAXIMUM OPPORTUNITY OPERATION / PERFORMANCE FRAMEWORK CHANGES TO POLICY
Performance
Share Plan
Max
opportunity
300% of salary
Supporting the
Group’s strategy
by incentivising
sustained profit
growth and
capital efficiency
over successive
three-year
performance
periods, and
retaining talent
• Awards over Tate & Lyle PLC shares
may be made, at the Committee’s
discretion, on an annual basis taking
an individual executive’s contribution
and performance into account.
• Awards will only vest to participants if
demanding performance
requirements have been achieved
over a performance period of at least
three financial years commencing
with the financial year in which the
award is made
• A two-year post-vesting holding
period follows the three-year
performance period – so awards to
executive directors have a five-year
horizon
• Flexibility to make awards of up to
300% of base salary (at the time of
award) to ensure market
competitiveness and taking
account of the Company’s
performance
• The award will lapse entirely if
threshold performance targets are
not achieved
• Only 15% of any award made to
executive directors vests for
achieving threshold performance
• The following performance metrics were adopted for awards
made from 2021: adjusted Group organic revenue growth;
adjusted Group Return on Capital Employed; Relative Total
Shareholder Return; and environmental, social and governance
(ESG) metrics. The weighting given to ‘ESG’ metric(s) will not
exceed 20% of the award
• These metrics are key determinants of stakeholder and broader
shareholder value creation, reflecting: the effectiveness of
strategic investment decisions, the ambition we have set out
• Metrics and targets are reviewed by the Committee ahead of each
annual grant, to ensure these remain appropriately stretching over
the performance period
• If material changes to the metrics are proposed, the Committee
would consult with key shareholders in advance of making a new
award
• The Committee must be satisfied that the level of vesting is
justified by the broader underlying financial performance of the
Company
• A dividend underpin gives the Committee discretion to reduce
PSP vesting if dividends over the performance period do not
conform to the stated dividend policy
• Malus/claw back provisions: awards may be recouped in specific
circumstances during the two-year period following the end of the
performance period
• No changes to the policy
have been made
Personal share
ownership
Supporting the
Group’s strategy
by incentivising
sustained profit
growth and
capital efficiency
over successive
three-year
performance
periods, and
retaining talent
• Minimum shareholding requirements
must be built over a five-year period
following appointment
• This policy is extended so that
executive directors are required to
maintain a holding following
cessation of employment
• The shareholding guidelines are
periodically reviewed in light of
market practice and are currently:
– Chief Executive Officer: 4 times
base salary
– Chief Financial Officer: 3 times
base salary
• The value of an executive’s interests in shares is directly affected
by share price performance over time
• For a period of two years following cessation of employment, an
executive will be required to maintain a shareholding in keeping
with the guideline prevailing at the time of their departure, or their
actual holding on departure (if lower)
• No changes to the policy
have been made
Key: Number of years:
Performance period Deferral/holding period Ongoing requirements
Remuneration policy for executive directors continued
121
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration Policy for the Chair and non-executive directors
The Board Chair and non-executive directors receive a fee for their services, and do not participate
in the Group’s incentive or pension schemes, do not receive any other benefits, and have no right to
compensation if their appointment is terminated.
Chair and non-executive directors’ fees
Non-executive directors’ fees (excluding the Chair) are reviewed annually by the Chair and
executive directors of the Board. The Chair’s fee is reviewed annually by the Committee.
Aggregate fees depend on the responsibilities assumed by each non-executive director. A basic
fee is paid to the Chair, to the Senior ndependent Director and to each non-executive director. n
addition, supplemental fees are payable to the Chairs of the Audit and Remuneration Committees,
to reflect the extra responsibilities required by each of these positions.
ncreases in fees arising from the normal annual review will generally be limited to the market
increase applicable to UK employees generally. However, a higher or lower increase may be
awarded to ensure that fees paid are commensurate with those paid by other UK-listed companies
over time and are set at a level to retain individuals with the necessary experience and ability to
make a substantial contribution to the Group.
Provisions in relation to incentive plans
n the context of a merger or acquisition, or other relevant corporate activity, any potential impact on
the incentive plans would be specifically considered by the Committee. n such circumstances, the
Committee retains the authority to vary the performance target or the vesting outcome to ensure
that outcomes are equitable for both the participant and shareholders.
All of the Company’s share plans contain provisions relating to a change of control. Any outstanding
awards would normally vest and become exercisable on a change of control, subject to the
satisfaction of any performance conditions at that time, and, at the Committee’s discretion, in
proportion to the time served during the performance period.
Policy on the terms of directors’ appointment
n order to ensure the continued growth and success of the business over time, the Company
must have the flexibility to appoint new individuals to the Board, either by way of internal promotion
or external appointment, on terms that are sufficient to attract and motivate individuals of the
highest calibre.
The following key principles describe our intended approach in these circumstances (and are
consistent with the principles that apply to the broader employee population):
• The starting point for structuring any package on appointment will be the annual remuneration
framework under the Remuneration Policy that has been approved by shareholders and is
current at the time of the appointment.
• To respond to specific circumstances and/or to allow for differences in practice over time and by
location, the Committee retains flexibility outside policy to provide market-referenced benefits
which are considered necessary or appropriate to the role, for example in relation to: healthcare,
insurance, transport, and security – in a manner that is consistent with provision to other
employees of the Group.
• Where an appointment requires an individual to relocate, internationally or otherwise, the
Company may agree to make payment(s) to offset certain expenses incurred as a consequence
of relocation or may provide benefits in line with our global/domestic mobility policy, on
appointment and on an ongoing basis, depending on the circumstances. Such benefits may
include, for example: travel; relocation and tax-related assistance; and similar repatriation
benefits in due course.
• The proposed Remuneration Policy provides for a maximum level of variable remuneration that is
equivalent to 500% of base salary in the financial year of appointment. This is consistent with the
new aggregate maxima under the Annual Bonus Plan and the Performance Share Plan. The
Committee retains flexibility to alter the balance between short-term and long-term elements
within this overall maximum, and awards may be made on different terms.
• Where an internal candidate is appointed, contractual commitments that have been made prior
to appointment to the Board, along with any benefits and/or incentive awards that have been
awarded at that time, may remain in effect and be honoured, even if they would not otherwise be
consistent with the shareholder-approved Remuneration Policy in effect at the time.
• n order to secure the appointment of a suitable external candidate, the Committee retains the
flexibility to provide additional compensation for the value of incentive awards or other benefits
that are forfeited on leaving a former employer. n such circumstances, the Committee may make
use of cash and/or shares, as it considers appropriate in the circumstances. The Committee will
exercise careful judgement in formulating the terms on which such a compensatory award will be
made, taking into account the form of award(s) that are forfeited, the timeframes over which they
may otherwise have been earned and any performance conditions that would have applied.
This Remuneration Policy is intended to enable the Committee to structure an offer on terms that
it considers to be in the best interests of the Company and its shareholders. Depending on the
circumstances, and any restrictions or requirements that may apply, the Company may consult
with key shareholders as part of this process and/or disclose terms on which a new appointment is
made through a regulatory information service.
Policy on payments in connection with loss of office
t is the Group’s policy that executive directors are normally employed on contracts that provide for
not more than 12 months’ notice from the Company and at least six months’ notice from the executive.
To protect the Company’s interests, restrictive covenants (non-compete/non solicitation) apply for a
period of 12 months following termination, less any period of ‘garden leave’. The Chief Executive and
Chief Financial Officer are each employed on contracts consistent with this policy.
The treatment of executive directors leaving the Company is designed to support a smooth
transition from the Company, encouraging an orderly transfer of responsibilities, and taking into
account the interests of shareholders in securing the sustained performance of the business
beyond the executive’s departure.
Termination for dishonesty or misconduct are circumstances in which the executive would retain only
the minimum contractual entitlements on departure, consistent with the need to avoid providing any
element of reward for failure. n these circumstances no bonus award would be made, and unvested
deferred shares or performance share awards would lapse. Dishonesty or misconduct may lead to the
operation of malus and/or claw back provisions.
122
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
An executive’s departure in compassionate circumstances such as death or permanent disability
would generally result in the most beneficial terms being received, summarised below.
f an executive departs from the Company in other circumstances, the treatment would be
considered at the Committee’s discretion and approved on a case-by-case basis, in keeping with
the principles above. Such circumstances would potentially result in treatment that is more
favourable than the contractual minimum but no more generous than that which applies under the
‘compassionate circumstances’ mentioned above.
Treatment in compassionate circumstances (e.g. death or permanent disability)
Salary and benefits Paid or provided pro-rata in the normal course to the termination date; the
Company has the option to make a payment in lieu of notice in relation to the
fixed elements of remuneration only (base salary, pension, and contractual
benefits) in relation to any period of contractual notice that is not worked.
Annual bonus award or
Performance Share Plan
vesting
Subject to Committee discretion, any bonus or the vesting of Performance
Share Plan award(s) will normally be considered and approved based on the
extent to which the original performance targets are assessed to have been
met at the end of the relevant performance period, reduced pro-rata for time
over the relevant financial year(s) prior to the termination date.
Deferred bonus awards and
PSP awards subject to a
holding period
Deferred bonus awards may continue in effect, or be released early at the
Committee’s discretion, depending on the circumstances.
The post-vesting holding period applicable to Performance Share Plan
awards made from 2020 will continue to apply following cessation of
employment.
n addition to contractual rights to any payment on loss of office, any employee, including executive
directors, may have statutory and/or common law or other rights to certain additional payments, for
example in a redundancy situation. Similarly, additional consideration may be provided, if
necessary, to secure specific agreements following separation (for example an enhanced non-
compete provision) that protect the Company’s interests.
Depending on the role and circumstances of departure, a director who has been relocated may be
repatriated in accordance with previously agreed terms. The Company may pay some or all of the
costs incurred by the executive in respect of legal, financial, outplacement or other relevant
personal advisory services and/or expenses in connection with relocation. The Committee will
approve such arrangements on a case-by-case basis, with a view to maintaining compliance with
regulatory requirements and consistency with internal Company policies that may apply.
Incorporation of previously approved remuneration policy statements
t is generally intended that provisions consistent with previously disclosed directors’ remuneration
policies and/or incentive plans previously approved by shareholders will continue to apply after the
resolution to adopt the Remuneration Policy set out in this Policy Report is approved. Such
provisions will allow, without limitation:
• Contractual commitments entered into before the policy takes effect, or before an individual was
subject to this policy on directors’ remuneration, to be honoured.
• The satisfaction of awards and/or commitments made in relation to incentive plan awards
(providing they were consistent with the policy in effect at the time the original award/
commitment was made).
Executive directors’ external appointments
The Board believes that the Company can benefit from executive directors holding external
non-executive directorships.
Such appointments are subject to approval by the Board and are normally restricted to one position
for each executive director. Fees may be retained by the executive director concerned.
Application of Remuneration Policy for executive directors
The charts below illustrate the value that may be delivered from each element of the package under
different performance scenarios. The charts also illustrate the incremental value that would be
delivered under a ‘stretch’ performance scenario if the share price increased by 50% between
award and release of the long-term incentive award (under which scenario all shareholders would
benefit from similar gains) based on 2026 financial year salary.
Base and benefits
Annual Bonus
Performance Share Plan
100%
32% 41%27%
19%
32%
49%
Below
threshold
Target
Stretch
Stretch +
50% share
growth
£961
£3,011
£5,061
£6,291
15% 26% 59%
Composition of remuneration £000s
Chief Executive – Nick Hampton
0 1,000 2,000 3,000 4,000 5,000 6,000 7,000
Below
S re ch +
50% s
Stretch +
50% share
growth
Composition of remuneration £000s
100%
34% 22% 44%
21% 26%
21%
53%
63%
Below
threshold
Target
Stretch
£606
£1,767
£2,928
£3,702
16%
Chief Financial Officer – Sarah Kuijlaars
000 4 00
0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500
123
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Annual Report on Remuneration for 2025
This section of the report provides details on how the Remuneration Policy was implemented during the financial year ended 31 March 2025 and how it will be implemented during the financial year
ending 31 March 2026. t has been prepared in accordance with the previsions of the Companies Act 2006 and Schedule 8 of the Large and Medium-Sized Companies and Groups (accounts and
reports) regulations 2008 (as amended). t also meets the requirement of the FCA’s Listing Rules. n accordance with the Regulations, the following sections of the Remuneration Report are subject
to audit.
The following table sets out a single figure for the total remuneration received by each executive director for the 2025 financial year, and compares this with the equivalent figure for the prior year.
The Committee believes that the Remuneration Policy has operated as intended to the year ended 31 March 2025 with no deviations from the approved Policy.
Single figure table (audited)
£000s Salary/fees Benefits
1
Pension
Total fixed
Remuneration Annual bonus
2
Share awards
3
Total variable
remuneration
Total
remuneration
Year ended 31 March 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Executive directors
Nick Hampton 723 723 18 17 108 108 849 848 490 564 666 1 299 1 156 1 863 2 005 2 711
Sarah Kuijlaars
5
272 – 7 – 27 – 306 – 157 – 0 – 157 – 463 –
Board Chair
David Hearn
6
355 89 – – – – 355 89 – – – – – – 355 89
Non-executive directors
4
John Cheung 69 69 – – – – 69 69 – – – – – – 69 69
Lars Frederiksen 69 69 – – – – 69 69 – – – – – – 69 69
Kimberly Nelson 80 72 – – – – 80 72 – – – – – – 80 72
Jeff Carr
7
69 – – – – – 69 – – – – – – – 69 –
Warren Tucker
8
88 183 – – – – 88 183 – – – – – – 88 183
Patrícia Corsi 69 69 – – – – 69 69 – – – – – – 69 69
Dr Isabelle Esser 69 69 – – – – 69 69 – – – – – – 69 69
Glenn M. Fish
9
– – – – – – – – – – – – – – – –
Cláudia Vaz de Lestapis
9
– – – – – – – – – – – – – – – –
Former directors
Dawn Allen
10
221 482 6 13 33 72 260 567 – – – – – – 260 567
Sybella Stanley
11
63 84 – – – – 63 84 – – – – – – 63 84
Total 2 147 1 909 31 30 168 180 2 346 2 119 647 564 666 1 299 1 313 1 863 3 659 3 982
DIRECTORS’ REMUNERATION REPORT CONTINUED
1 Benefits for executive directors include health insurance and car allowance.
2 Bonus calculations are set out on page 126.
3 2021 PSP outcomes paid in 2024 are restated to the vesting price of the award being 681.82 pence on 3 June 2024. 2022 PSP
outcomes are discussed on page 128. Value shown in the table above is based on the average closing price for the period 1 January
2025 to 31 March 2025 being 590.81 pence.
4 In accordance with the Group’s expenses policies, non-executive directors receive reimbursement for their reasonable expenses for
attending Board meetings. In instances where those costs are treated by HMRC as taxable benefits, the Group also meets the
associated tax cost to the non-executive director through a PAYE settlement agreement with HMRC. Amounts are minimal and do not
show in the table after rounding.
5 Sarah Kuijlaars joined the Board on 16 September 2024 and became Chief Financial Officer. Sarah received an annual salary of
£500,000. Retirement benefits are 15% of salary, consistent with our commitment to offer executive director arrangements in line with
those available to the wider UK workforce. Sarah participates in the Executive Director incentive arrangements applicable under our
Policy from her commencement date.
6 David Hearn was appointed 1 January 2024.
7 Jeff Carr was appointed 1 April 2024.
8 Warren Tucker was Interim Chair from 1 September 2023 to 31 December 2023.
9 Glenn M. FIsh and Cláudia Vaz de Lestapis joined the Board on 15 November 2024 as representatives of J.M. Huber Corporation
and do not take fees.
10 Dawn Allen stepped down from the Board on 15 September 2024 and ceased employment with Tate & Lyle on 25 October 2024; data
shown is for Board activity to 15 September 2024. Under the terms of her appointment, specified payments and vested awards were
forfeited and became repayable on cessation of employment. The relevant items in this case are Restricted Stock Awards made on
appointment and vested in June 2023, the full value of which was repaid. Similarly, other unvested incentives: the Restricted Stock
Award made on appointment which was due to vest in June 2024; unvested PSP shares made in 2022 and 2023, deferred bonus in
relation to the year ended 31 March 2023, and any bonus that would have been earned in respect of the year ended 31 March 2024,
and the year ended 31 March 2025 were also forfeited.
11 Sybella Stanley stepped down from the Board on 31 December 2024.
124
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
Annual bonus
The structure of the annual bonus for the year ended 31 March 2025 for executive directors is
described below. 80% of the bonus was linked to financial performance conditions and 20% linked
to the achievement of specific ‘business strategic’ or non-financial objectives.
The strategic non-financial objectives established by the Nominations and Remuneration
Committees at the start of the year, reflected the Group’s priorities for the year with performance
achievements against those objectives being reviewed by the Committee at the end of the year to
determine a bonus outcome. n determining the final bonus outcomes, the Nominations and
Remuneration Committees have due regard to the shareholder and broader stakeholder
experience in addition to the formulaic outcomes for each metric.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Fixed elements of directors’ pay
Executive directors’ salaries
The executive directors decided to decline a salary increases in April 2024 due to the continuing
cost challenges to the business at the time.
As noted on page 118 following its review, the Committee decided to award an increase of 13.4%
(10% above that of the wider UK workforce) to the Chief Executive from 1 April 2025.
The Committee also approved a 3.1% increase for Sarah Kuijlaars with effect from 1 April 2025 at
the level agreed for the wider UK workforce taking her annual salary to £515,500.
Chair’s and non-executive directors’ fees
Fees are reviewed annually, in accordance with our stated Policy, by the Committee (excluding the
Board Chair) in respect of the Board Chair’s fee, and by the Board Chair and the executive directors
in respect of other non-executive directors’ fees.
At the annual review in March 2025, it was noted that no increases had been awarded since 1 April
2023. t was agreed that the Chair’s and the non-executive director basic fee would be increased at
this review in line with the wider workforce. n addition the fee for the Senior ndependent Director
was increased by 6%.
Fees, based on individual director responsibilities, are shown in the table below.
There were no changes to the other pay elements in the year and no proposed changes from
1 April 2025.
Fees (per annum) as at 1 April 2025 (£) 2025 2024 % Change
Basic fees
Board Chair 365 000 355 000 3%
Non-executive director 71 150 69 000 3%
Senior Independent Director 85 000 80 000 6%
Supplemental fees
Chair of Audit Committee 18 500 18 500 0%
Chair of Remuneration Committee 15 000 15 000 0%
Opportunity
(% of salary)
Strategic objectives
(20% of total)
Financial metrics (80% of total):
Threshold: 30%
Target: 75%
Maximum: 150%
Group revenue
(26.6% of total)
Aligned to strategic
and operational
priorities
Group adjusted
EBITDA
(26.6% of total)
Group adjusted
cash flow
(26.6% of total)
+ +
+
Awards are subject to Remuneration Committee discretion, taking into account underlying business
performance, and environmental, health and safety performance.
Note: Bonus outcomes are assessed at budgeted exchange rates for comparability.
Performance may therefore differ from the corresponding metrics included in the financial statements.
Adjusted operating cash flow is equivalent to free cash flow before the impact of retirement cash contributions, net interest and tax paid.
Deferral into shares
Bonus awards up to 100% of base salary are paid in cash. Any excess above 100% of base salary is
paid in the form of deferred shares. The shares are released after two years subject to the executive
director remaining in service with the Group and carry the right to receive a payment in lieu of
dividends between grant and release.
Malus and claw back provisions
Both the cash and share elements are subject to malus and claw back provisions for a period of
24 months following the award. This means that they may be recouped in whole or in part, at the
discretion of the Committee, in the exceptional event that results are found to have been misstated
or if an executive director commits an act of gross misconduct or circumstances leading to
corporate failure.
125
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual bonus for the year ended 31 March 2025 (audited)
The table below provides further information on each metric, the targets set at the start of the year and actual performance for the year.
Target range Actual performance
In the year ended
31 March 2025
Bonus outcome
Bonus metric Link to strategy Weighting Threshold Target Stretch % of max % of salary
80% Financial metrics with equal weighting
• Group revenue
1
Captures ‘top-line’ value-based performance 26.6% $1 992m $2 034m $2 075m $1 954m 0% 0%
• Group adjusted EBITDA
2
Measures the underlying profit generated by the total
business and whether management is converting growth
into profit effectively
26.6% $414m $431m $447m $435m 16.7% 25%
• Group adjusted operating cash flow
3
Provides a focus on managing working capital and
converting profit into cash effectively
26.6% £253m £263m £273m £261m 11.7% 18%
20% Non-financial personal and strategic performance Measures non-financial performance key to achieving
corporate goals
20% See page 127 for details Chief Executive
Chief Financial Officer
83%
50%
25%
15%
Financial underpin The Committee also considers the Group’s safety and overall financial performance to ensure that the results across all metrics, financial and strategic, are a fair
reflection of the underlying strength and performance of the Group.
Based on these performance outcomes, the total annual bonus awards to executive directors for the year ended 31 March 2025 have been determined as follows:
% of max % of salary
Nick Hampton Chief Executive 45% 68%
Sarah Kuijlaars
4
Chief Financial Officer 38% 58%
Any bonus up to 100% of base salary is paid in cash and any balance is paid in the form of deferred shares.
1 Group revenue of $1,954 million has been adjusted to exclude CP Kelco performance and converted into US dollars using budgeted exchange rates over the year.
2 Group EBITDA of $435 million excludes CP Kelco performance and converted into US dollars based on average exchange rates over the year.
3 Cash flow has been adjusted down for bonus purposes to ensure performance is measured on a like-for-like basis with the assumptions used when the targets were set.
4 Bonus pro-rated to hire date of 16 September 2024.
Bonus arrangements for the year ahead
This bonus structure will be retained for the year ahead, with 80% weighted to financial performance, reflecting the combination of (i) top-line growth, (ii) profit delivery, and (iii) cash performance, alongside a
20% component linked to strategic progress. Similarly, the headline financial KP s will be maintained for the year ahead as these continue to align to the key business drivers of growth, operational performance
and value creation. The Board considers that bonus targets for the year ahead are commercially sensitive because they may reveal information about the business plan that may damage our competitive
advantage, and accordingly does not disclose these on a prospective basis. However, we continue our practice of reporting targets in full, and the level of performance achieved, for each year just ended.
126
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
CEO: FINANCIAL YEAR ENDED 31 MARCH 2025 OBJECTIVES AND
HEADLINE ASSESSMENT
1. Deliver progress on growth-focused strategy
• Transformational acquisition of CP Kelco completed, accelerating delivery of growth-focused strategy.
• Sale of remaining interest in Primient and returning net cash proceeds of £216 million to shareholders by way
of a share buyback programme.
• Integration of CP Kelco on-track based on a comprehensive consolidation plan.
• Tate & Lyle and CP Kelco operating as one combined business from 1 April 2025, with a new regional
operating structure.
• New growth capacity for Non-GMO PROMITOR® Soluble Fibres opened at facility in Boleráz, Slovakia.
• Continued to drive a culture of productivity across the business, delivering US$50 million savings in the year.
Assessment: Significant progress delivered with the acquisition of CP Kelco and the sale of Primient, together
completing Tate & Lyle’s transformation into a fully-focused speciality solutions business.
2. Further strengthen customer focus
• New partnerships established in Latin America and China for locally produced food starches.
• New partnership with Manus for bio-converted stevia Reb M sourced and produced at scale in the Americas,
extending solutions offering for customers and strengthening security of supply.
• Revenue from solutions coming out of the new business pipeline was maintained at 21%.
• Tate & Lyle brand refreshed to incorporate best elements of CP Kelco and establish identity in market.
• Positive engagement with customers on expanded portfolio and enhanced capabilities of combined
business through customer workshops, mouthfeel campaign and other initiatives.
Assessment: Good progress on building a stronger solutions-based business with customers, investing in new
partnerships and customer-facing capabilities to support long-term growth.
3. Accelerate growth through R&D and innovation
• Invested US$80 million in innovation and solution selling during the year.
• Revenue from New Products increased by 9% on a like-for-like basis.
• Launched ALFIE (Automated Laboratory for Ingredient Experimentation) in our labs in Singapore, which uses
a unique robotics system to significantly enhance our mouthfeel solutions offering for customers.
• New partnership with Bio-Harvest Sciences to develop next generation of plant-based molecules.
Assessment: Significant progress accelerating the focus on innovation and New Products revenue up 9%
(like-for-like) demonstrating positive momentum.
4. Progress purpose and sustainability targets
• Set new ambitious science-based targets for greenhouse gas (GHG) emissions reduction on a 1.5°C pathway.
• Delivered 23% absolute reduction in Scope 1 & 2 Energy and Industrial GHG emissions from 2019 baseline.
• Delivered 31% absolute reduction in Scope 3 Forest, Land and Agriculture GHG emissions from 2019
baseline.
• New agreements for renewable electricity and associated renewable energy credits (RECs).
• 10 million tonnes of sugar removed from diets through our low- and no-calorie sweeteners and fibres,
exceeding five-year target to 31 March 2025 of 9 million tonnes.
Assessment: Strong progress on purpose and sustainability targets including establishing externally validated
science-based targets on the 1.5
0
C pathway.
5. Build a more inclusive and ambitious culture
• Significant activity undertaken to build a common, aligned culture for new combined organisation, including
the establishment of a new set of values.
• Percentage of women in management/leadership roles (+500 positions) up 1ppt to 46% (Tate & Lyle only).
• Good safety performance with no severe accidents for seventh year running and lost-time rate 21% lower.
Assessment: Successful launch of our new culture and values for the combined organisation, and a good
performance on health and safety.
Overall outcome as a percentage of maximum: 83%
CFO: FINANCIAL YEAR ENDED 31 MARCH 2025 OBJECTIVES AND
HEADLINE ASSESSMENT
1. Deliver progress on growth-focused strategy
• Transformational acquisition of CP Kelco completed, accelerating delivery of growth-focused strategy.
• Significant progress on integration, and in particular leading workstreams for integration of financial and
information technology (IT) systems and processes.
• New regional framework established for the business from 1 April 2025 consisting of three operating
segments – Americas; Europe, Middle East and Africa; and Asia Pacific.
Assessment: Significant progress delivered with the acquisition of CP Kelco and the sale of Primient, together
completing Tate & Lyle’s transformation into a fully-focused specialty solutions business.
2. Further strengthen customer focus
• Drove implementation of digital transformation strategy designed to use digital platforms and technologies to
enhance customer service, increase productivity and simplify systems and processes across the business.
• As part of the establishment of the new combined organisation, implemented a new format for monthly
reviews of performance, focusing on delivery of top-line growth and the customer.
Assessment: Good progress driving digital strategy and deepening focus on the customer and accelerating
top-line growth across the business.
3. Maintain strong balance sheet
• Strong focus on cash generation with free cash flow £20 million higher and cash conversion of 82%.
• Net debt to EBITDA of 2.2 times at 31 March 2025 better than anticipated at time of CP Kelco acquisition.
• Promoted disciplined use of capital with organic return on capital employed improved by 180bps.
• US$900 million new long-term debt financing put in place at a competitive mix of floating and fixed interest
rate notes, resulting in well-balanced range of debt maturities running out to 2037.
• £216 million share buyback programme completed, returning proceeds from Primient disposal to
shareholders.
Assessment: Robust financial discipline was maintained, cash flow was excellent, long-term financing in place
and balance sheet remains strong.
4. Drive a culture of productivity and cost discipline
• Delivered productivity savings of US$50 million in the year, well ahead of run-rate to deliver on five-year
productivity target to 31 March 2028 of US$150 million.
• Driving delivery of run-rate cost synergies from CP Kelco acquisition with more than US$25 million expected
in 2026 financial year.
• Enhanced the culture and processes to drive strong cost discipline across the new combined organisation.
Assessment: Championed a culture of productivity across the business with productivity savings delivered
well ahead of target.
5. Build a more inclusive and ambitious culture
• Significant activity undertaken to build a common, aligned culture for new combined organisation, including
the establishment of a new set of values.
• Developing roadmap to create a world-class finance team for the combined organisation which attracts,
retains and develops the best talent.
• Percentage of women in management/leadership roles (+500 positions) up 1ppt to 46% (Tate & Lyle only).
• Good safety performance with no severe accidents for seventh year running and lost-time rate 21% lower.
Assessment: Successful launch of our new culture and values for the combined organisation, and a good
performance on health and safety.
Overall outcome as a percentage of maximum: 50%
127
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
DIRECTORS’ REMUNERATION REPORT CONTINUED
Long-term incentive – Performance Share Plan
The Performance Share Plan (PSP) provides a share-based incentive to closely align executive
directors’ and senior executives’ interests with the strategy and with the interests of shareholders
over the long term.
Maximum award level
Awards to executive directors and other senior executives have been granted at the discretion of
the Committee, with flexibility to make awards of up to 300% of base salary taking into account
Group performance. ndividual awards made in any year are considered by the Committee on a
case-by-case basis.
Vesting outcome for awards made in 2022
The table below summarises the achieved assessment of actual performance against the
conditions set for the award made in 2022.
Metrics (weighting)
Rationale for metric
(Link to investment case)
Target range
Threshold Stretch
Actual
performance
In the
year ended
31 March 2025
1
Vesting
Outcome
Adjusted Group organic
revenue growth (30%)
Key performance
metric to drive long-term
profitable growth
3% 8% 2.6%
2
0%
Adjusted Group ROCE (25%)
3
Drives disciplined and
efficient investment for
value-added returns from
the total business
13% 17% 19.1% 25%
Relative Total Shareholder
Return (25%)
4
External measure
of shareholder
value/return
‘Median’ ‘Upper
Quartile’
Below
Median
0%
Purpose and sustainability
metrics (20%):
• Reduction in greenhouse
gas emissions
• Beneficial use of waste
• Reduction in water use
intensity
• Gender diversity
Central to positioning
as a purpose-led
organisation e.g. aligned
to our commitment to
be net zero by 2050
Targets linked to ESG and
sustainability commitments
aligned with pre-existing
2030 commitments 67% 13%
Total 38%
1 Targets for financial metrics are set, and performance is assessed at reported exchange rates.
2 Given the exceptional higher than typical price inflation over the performance period for the 2022 PSP, the Committee considered it
appropriate to adjust the revenue growth outcome to neutralise its impact. As a result, the three-year annualised revenue growth over
the period was adjusted from 2.5% to 2.6% per annum but this has no impact on the final outcome as it remains below threshold.
3 ROCE for the year ended 31 March 2025 excludes CP Kelco performance.
4 The TSR comparator group was comprised of the following businesses, chosen as they represent global peers and industry participants
that collectively provide an appropriate benchmark for performance: AAK (Sweden), Archer Daniels Midland (US), Balchem (US),
Christian Hansen (Denmark), Corbion (Netherlands), Croda (UK), Givaudan (Switzerland), DSM-Firmenich, Glanbia (Ireland), IFF (US),
Ingredion (US), Kerry (Ireland), Novozymes (Denmark), Sensient (US), Symrise (Germany). In selecting a comparator group, the
Committee noted that a number of more direct competitors are not publicly listed. DSM (Netherlands) was delisted in May 2023 when
it merged with Firmenich and became DSM-Firmenich which was added to the peer set, data from the date of merger 8 May 2023
(restated on DSM share price). Novozymes and Christian Hansen combined to form Novonesis on 29 January 2024. The combined
entity represents the continuation of Novozymes shares whilst Christian Hansen was de-listed and removed from the peer group.
ESG targets
ESG metrics were introduced (with a 20% weighting) to our long-term awards with effect from 2021.
The four metrics selected were based on their relevance to our business model and their impact. The
targets against these metrics are consistent with the 2025 and 2030 purpose commitments we set out
in 2020.
The targets shown below relate to the PSP awards made in 2022.
ndependent external support was received in this area (from AECOM), including the assessment
of performance (which was independently verified by Arcadis, see pages 56 to 63); with the
approach to be kept under review to ensure targets for future awards and associated performance
periods remain appropriate.
2022 PSP Award
Actual performance
In the year ended
31 March 2025
2
Sustainability metrics Baseline
1
Threshold Stretch Outcome
Performance
%
GHG emissions
Absolute reduction in Scope 1 and 2
CO
2
e emissions
558,765 tonnes
CO
2
e (9)% (15)% (23)% 25%
Waste
Beneficial use of waste
65% beneficial
use of waste 76% 83% 93% 25%
Water
Reduction in water use intensity
Aggregate Efficiency
Ind ex 1 .0
3
(5)% (8)% 2% 0%
Gender diversity
4
Women in leadership and
management roles 27% 43% 48% 46% 16.5%
Total 67%
1 ‘Baseline’ against which performance is assessed will update over time to reflect acquired businesses and changes to the operational
footprint.
2 All performance subject to variability, based on multiple factors (volume/product mix across plant network/geographic footprint).
3 Aggregate Efficiency Index used to measure water use intensity. The baseline for this index is 1.0.
4 Gender diversity is calculated as at 31 March 2025 excluding CP Kelco.
Performance underpin
Before any shares are released in relation to any award, the Committee must also be satisfied that
the level of vesting determined by performance against these targets is justified by the broader
underlying financial performance of the Group.
Recognising the importance of the dividend to our investors, the Committee retains a specific
discretion to reduce PSP vesting if dividends paid by the Group over the performance period do not
conform with our stated dividend policy.
Post-vesting holding period
Executive directors are required to hold shares for a two-year period after the end of the three-year
performance period; with the combined total period at five years from grant. This holding period
sits alongside the existing personal shareholding requirements and malus/claw back provisions
and demonstrates a strong long-term alignment with shareholder interests.
128
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Malus and claw back provisions
Awards made under the PSP are subject to malus and claw back provisions for a period following
the vesting date and extending to the fifth anniversary following the date of grant. During this
period, the Committee may determine that an award will lapse wholly or in part (or may require
that a participant shall repay up to 100% of the value of any award that has vested by virtue of
performance), in the event of circumstances including the following: material misstatement of
financial results; misconduct which justifies, or could justify, summary dismissal of the participant;
or if information emerges which would have affected the value of the original award that was
granted to a participant, or the level at which the performance conditions were judged to have
been satisfied; or in the event of circumstances leading to corporate failure.
Impact of capital events
n keeping with our Policy, the impact on the incentive plans arising from a merger or acquisition or
other material corporate activity is specifically considered by the Committee, which retains the
authority to vary the performance targets to ensure that these are neither easier nor more demanding
than the original targets. This principle remains important to allow the business to grow through
organic sales growth and returns, as well as value-added strategic M&A-related activity over time.
Change of control
The Company’s share plans contain provisions relating to a change of control. Outstanding
awards would normally vest in full and become exercisable on a change of control, subject to
the satisfaction of any performance conditions assessed at that time, and, at the Committee’s
discretion, in proportion to the time served during the performance period.
Arrangements for the year ahead
The same performance metrics used in 2024 will apply for awards made in 2025 and will be kept
under review ahead of the grant in any year to ensure they remain appropriately stretching.
Metrics for awards (weighting)
Rationale for metric
(Link to investment case)
Target range
(Threshold – Stretch)
Adjusted Group organic revenue
growth (30%)
Key performance metric
to drive long-term
profitable growth
3% – 8% p.a. three-year compound annual growth over
the three-year performance period
Adjusted Group ROCE (25%) Drives disciplined and
efficient investment for
value-added returns
from the total business
10% – 14% in the final year of the three-year
performance period. The target range has
been adjusted to reflect the acquisition and
consolidation of the CP Kelco business (on a pro forma
basis for the 2025 financial year ROCE is estimated to
be around 9%)to ensure that targets remain
appropriately challenging in the context of our internal
growth ambitions and external forecasts.
Relative Total Shareholder
Return (25%)
External measure of
shareholder value/return
‘Median’ to ‘upper quartile’ relative to global industry
peers (see below) over the three-year performance
period.
Purpose and sustainability
metrics (20%):
• Reduction in greenhouse
gas emissions
• Beneficial use of waste
• Reduction in water use intensity
• Gender diversity
Central to positioning
as a purpose-led
organisation e.g. aligned
to our commitment to be
net zero by 2050
Targets linked to ESG and sustainability commitments
will be finalised in early 2026 and disclosed in the 2026
Annual Report.
Targets for financial metrics are set, and performance is assessed at reported exchange rates. The TSR comparator group is comprised of:
AAK (Sweden), Archer Daniels Midland (US), Balchem (US), Corbion (Netherlands), Croda (UK), DSM-Firmenich (Netherlands), Givaudan
(Switzerland), Glanbia (Ireland), IFF (US), Ingredion (US), Kerry (Ireland), Novonesis (Denmark), Sensient (US), Symrise (Germany).
Context for executive remuneration
Total shareholder return and Chief Executive’s pay
The chart illustrates cumulative total shareholder return (TSR) performance of the Company in
comparison with the FTSE 100 and FTSE 250 indices, as they represent a broad equity market with
constituents comparable in size and complexity to the Company. The chart shows the value of £100
invested in each ndex and the Company in the 10 years starting from 1 April 2015.
80
120
100
140
160
180
200
31 March
2016
1 April
2015
31 March
2017
31 March
2018
31 March
2019
31 March
2020
31 March
2021
31 March
2022
31 March
2023
31 March
2024
31 March
2025
Tate & Lyle PLC (Ordinary Shares) FTSE 100 FTSE 250
31 March
2016
31 March
2017
31 March
2018
31 March
2019
31 March
2020
31 March
2021
31 March
2022
31 March
2023
31 March
2024
31 March
2025
Chief Executive’s
1
total remuneration (£000s per single figure table)
Nick Hampton n/a n/a n/a 3 045 2 499 3 246 2 409 3 367 2 711 2 005
Javed Ahmed 2 139 3 239 3 672 n/a n/a n/a n/a n/a n/a n/a
Annual bonus
(% of max) 77% 80% 72% 53% 78% 90% 67% 96% 52% 45%
PSP vesting (% of max) 10.9% 50.0% 100% 75.0% 62.5% 57.3% 42.0% 69.5% 67% 38%
1 Nick Hampton has served as Chief Executive since his appointment on 1 April 2018. Javed Ahmed served as Chief Executive from his
appointment on 1 October 2009 until 1 April 2018.
Relative importance of spend on pay
Year ended
31 March 2025
Year ended
31 March 2024 % Change
Remuneration paid to or receivable by employees £338m
1
£273m 24%
Distributions to shareholders (by way of dividend and
purchase of ordinary shares) £296m
2
£76m 5%
1 Includes remuneration from CP Kelco from 15 November 2024.
2 Includes £216 million share buyback activity completed during the 2025 financial year.
The year-on-year variance in employee remuneration is attributable to factors including foreign
exchange rate movements (reflecting our significant US employee base) as well as variable pay
arrangements driven by Group financial performance.
129
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
DIRECTORS’ REMUNERATION REPORT CONTINUED
Comparison of movement in director and broader employee remuneration
The table below shows the percentage change in remuneration of directors and the broader employee population over the five-year period ended 31 March 2025.
2025 vs 2024 2024 vs 2023 2023 vs 2022 2022 vs 2021 2021 vs 2020
Salary/fees Benefit
4
Bonus Salary/fees Benefits
4
Bonus Salary/fees Benefits
4
Bonus Salary/fees Benefits
4
Bonus Salary/fees Benefits
4
Bonus
Average employee
3
3% 40% -16% 4.3% -5% -48% 5%
6
-6% 28% 3% -1.2% -14% 0-3% -8% 18%
Executive Directors
1
Nick Hampton 0% 6% -15% 1.5% -3% -45% 4% 3% 50% 3% -20% -24% 0% 0% 15%
Sarah Kuijlaars n/a n/a n/a – – – – – – – – – – – –
Non-Executive
Directors
2
John Cheung 0% n/a n/a 1.5% n/a n/a 0% n/a n/a 0% n/a n/a – – –
Lars Frederiksen 0% n/a n/a 1.5% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a
Kimberly Nelson 11% n/a n/a 6% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a
Jeff Carr 0% n/a n/a 3% n/a n/a 6% n/a n/a 13% n/a n/a 0% n/a n/a
Warren Tucker -52% n/a n/a 113% n/a n/a 0% n/a n/a 0% n/a n/a 8% n/a n/a
Patrícia Corsi 0% n/a n/a 1.5% n/a n/a 0% n/a n/a 0% n/a n/a – – –
Dr Isabelle Esser 0% n/a n/a 1.5% n/a n/a 0% n/a n/a – – – – – –
David Hearn 0% n/a n/a – – – – – – – – – – – –
Glenn M. Fish n/a n/a n/a – – – – – – – – – – – –
Cláudia Vaz de Lestapis n/a n/a n/a – – – – – – – – – – – –
Former Directors
2
Dawn Allen – – – 1% 18% -100% n/a n/a n/a 0% n/a n/a 0% n/a n/a
Sybella Stanley – – – 3% n/a n/a 6% n/a n/a 13% n/a n/a 0% n/a n/a
1 Figures for directors are consistent with the values shown in the single figure table on page 124.
2 The Chair and non-executive directors do not receive benefits nor participate in bonus arrangements.
3 The salary review process was run as normal, with average UK employee salaries increasing by 3% from 1 April 2024.
4 Benefits changes reflect the cost of provision under insurance and other third-party contracts, and employee elections. Benefit polices in the period are unchanged.
130
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
UK gender pay ratio
Our two employing businesses in the UK each employ fewer than the 250-employee threshold for
reporting gender pay statistics. Nevertheless, Tate & Lyle continues to report on a voluntary basis
as set out on page 46. The Committee supports gender pay reports and the actions taken in the
business to drive gender balance, supporting a culture of inclusion which is representative of our
communities. Tate & Lyle is committed to providing opportunities based on capability and talent,
irrespective of gender, ethnicity or culture.
CEO pay ratio vs UK employees
One of the key principles of our people strategy is to provide competitive remuneration for each role
in a way that enables the Group to recruit, retain and motivate the required calibre of employees to
deliver strong and sustainable performance.
n the table below, total compensation has been calculated for all UK employees individually per the
relevant year in a consistent manner for comparison with the CEO ‘single figure’ total compensation
figure in the table on page 124. (This approach is known as ‘Method A’ in the reporting regulations
and was selected because it provides greater consistency in comparison.)
Year
Lower
Quartile Median
Upper
Quartile
2025 – pay ratio (total compensation) 45x 21x 13x
2025 – representative employee salary £36,117 £72,288 £116,749
2025 – representative employee total compensation £44,518 £96,601 £157,859
2024 – pay ratio (total compensation) 66x 29x 17x
2023 – pay ratio (total compensation) 75x 37x 22x
2022 – pay ratio (total compensation) 49x 25x 14x
2021 – pay ratio (total compensation) 71x 37x 21x
2020 – pay ratio (total compensation) 55x 27x 13x
2019 – pay ratio (total compensation) 74x 39x 20x
The Committee notes that the median pay ratio figure of 21x has decreased year on year. Changes
in the overall ratio are driven primarily by performance-related (incentive) outcomes, the value of
which is generally greater for executive directors than employees. The ratio this year reflects the
overall decline in CEO remuneration with variable, performance-related pay outcomes at a lower
level than the prior year. The Committee notes that the ‘median’ employee in the UK is not a
participant in the long-term performance share plan. As such, the ratio remains sensitive to financial
performance and consequently to incentive plan outcomes and share price performance (which
may lead to greater variability in the total pay for the CEO pay figure from year to year as compared
with the broader employee group).
Consideration of shareholder views
The Chair of the Remuneration Committee engages with our major institutional shareholders
when considering any changes on remuneration topics, alongside the Board’s shareholder
engagement programme. Details of the shareholder consultation process during the year are set
out on page 118.
The Committee also receives regular updates on investors’ views and corporate governance
matters. These lines of communication ensure that emerging best practice principles are factored
into the Committee’s decision making during the year.
Statement of consideration of employment conditions in the Group
The principles on which we base remuneration decisions for executives (as described on page 119)
are consistent with those on which we base remuneration decisions for all employees. n particular,
the Committee takes into account the general pay and employment conditions of other employees
of the Group when making decisions on executive directors’ remuneration. This includes
considering the levels of base salary increase for employees below executive level, and ensuring
that the same principles apply in setting performance targets for executives’ incentives as for other
relevant employees of the Group.
The Committee also reviews information on bonus payments and share awards made to
the broader management of the Group when determining awards and outcomes at executive
director level.
The Committee considers workforce remuneration matters during the year, and has taken steps
to engage with employees on the matters covered by the Code. The Committee did not consult
directly with employees on directors’ remuneration; however, it considered the executive directors
remuneration outcomes with an understanding and clear oversight of remuneration for the wider
workforce. The Chair and other members of the Board participate in engagement opportunities
from time to time with employees across the Company, where employees are provided updates on
the Company and its performance and are encouraged to ask questions about the Company, which
may include questions on management and remuneration.
The Committee has been mindful of the prevailing inflationary and cost-of-living challenges in
many of the countries in which we operate when reviewing the level of salary increases which took
effect from 1 April 2025.
131
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Statement of directors’ share awards (audited)
Awards made during the year ended 31 March 2025 (audited)
Award
Type of
award
Date of
grant
Number
of shares
Face value
of award Performance conditions Performance period
% of vesting
at threshold
Nick Hampton Performance Share Plan
1
Conditional award 5 July 2024 352 283 2 169 253 30% Adjusted Group organic revenue CAGR
25% Adjusted Group ROCE
25% Relative Total Shareholder Return (TSR)
20% ESG metrics
Three financial years ending
31 March 2027 plus two-year holding period
15%
Sarah Kuijlaars Performance Share Plan
1
Conditional award 18 November 2024 243 597 1 500 000 30% Adjusted Group organic revenue CAGR
25% Adjusted Group ROCE
25% Relative Total Shareholder Return (TSR)
20% ESG metrics
Three financial years ending
31 March 2027 plus two-year holding period
15%
1 In 2024, the Committee approved awards of 300% of salary for both the Chief Executive Officer and Chief Financial Officer, which is within the approved 2023 Remuneration Policy. The awards have been calculated based on the average share price 1 January 2024 to 31 March
2024, being 615.77 pence per share.
Sharesave plan awards
Executive directors may participate in the HMRC-approved Sharesave Plan, under which option
awards are granted on the same terms to all participating employees. These awards are not subject
to performance conditions, and are normally exercisable during the six-month period following the
end of the relevant three- or five-year savings contract. The exercise price reflects a 20% discount
to market value as permitted under HMRC rules and is applicable to all participants.
As at
1 April 2024
(Number)
Options
awarded
during year
(Number)
Options
vested
during year
(Number)
Options
exercised
during year
(Number)
Options
lapsed
during year
(Number)
As at
31 March 2025
(Number)
Exercise
price
(Pence)
Exercise
period
Nick Hampton
Savings-related
options 2021 3 321 – – – – 3 321 542
01/03/25 to
31/08/25
Savings-related
options 2024 – 3 045 – – – 3 045 609
01/03/28 to
31/08/28
Sarah Kuijlaars
Savings-related
options 2024 – 3 045 – – – 3 045 609
01/03/28 to
31/08/28
DIRECTORS’ REMUNERATION REPORT CONTINUED
Share awards made in previous financial years to 31 March 2024 (audited)
The table below summarises awards made in prior years that are held by executive directors.
As at
31 March
2024
(Number)
Awards
vested
during year
(Number)
Awards
lapsed
during year
(Number)
Awards
exercised
during year
(Number)
As at
31 March
2025
(Number)
Grant price
at date of
award
(Pence)
Market price
on date
awards
exercised
(Pence)
1
Vesting date
Nick Hampton
Performance Share Plan
2021 284 259 284 259 93 806 190 453 – 722.93 691 03/06/24
2022
1
296 771 – – – 296 771 720.15 – June 25
2023 279 292 – – – 279 292 767.70 – June 26
Group Bonus Plan
2022 190 190 – 190 – – 691 03/06/24
2023 40 357 – – – 40 357 767.70 – June 25
1 The performance conditions for the PSP awards made in 2022 are described on page 128. The three-year performance period for
these awards began on the first day of the financial year in which the award was granted. The PSP award made in 2022 to Mr Hampton
will vest at 38%, following the Committee’s assessment of performance conditions (as described on page 128).
132
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
Directors’ interests (audited)
Total as at
31 March 2024
Interest in
shares
1
Awards –
conditional on
performance
Shares – not
conditional on
performance
2
Options – not
conditional on
performance
3
Total as at
31 March 2025
Current holding
5
(% salary)
Shareholding
guidelines
(% salary)
Chair
David Hearn 3 561 27 261 – – – 27 261 n/a n/a
Executive directors
Nick Hampton 1 645 488 842 337 928 346 40 357 6 366 1 817 406 727% 400%
Sarah Kuijlaars – 40 000 243 597 – 3 045 286 642 51% 300%
Non-executive directors
John Cheung 5 000 5 000 – – – 5 000 n/a n/a
Lars Frederiksen 12 857 12 857 – – – 12 857 n/a n/a
Kimberly Nelson
4
3 771 5 568 – – – 5 568 n/a n/a
Jeff Carr – 10 000 – – – 10 000 n/a n/a
Warren Tucker 9 944 9 944 – – – 9 944 n/a n/a
Glenn M. Fish – 15 842 – – – 15 842 n/a n/a
Patrícia Corsi – – – – – – n/a n/a
Dr Isabelle Esser – – – – – – n/a n/a
Cláudia Vaz de Lestapis – – – – – – n/a n/a
Directors that served over the financial year to 31 March 2025
Sybella Stanley 4 271 4 271 – – – n/a n/a n/a
Dawn Allen 610 168 67 422 – – – n/a n/a n/a
1 Includes shares owned by connected persons.
2 Deferred share awards made under the Group Bonus Plan.
3 These are HMRC approved sharesave plan awards.
4 Kimberly Nelson’s shares held as American Depository Receipts (ADRs).
5 Shareholding is based on the total interest in shares plus the net value of any shares not conditional on performance as per the share ownership guidelines policy.
There were no changes in directors’ interests in the period from 1 April 2025 to 19 May 2025.
DIRECTORS’ REMUNERATION REPORT CONTINUED
Personal share ownership requirements (policy on executive share ownership)
The Committee believes that material personal investment in Company shares serves to
strengthen the long-term alignment of interests between senior executives and shareholders.
The Chief Executive has a target share ownership requirement of four times base salary, to be
achieved within five years of appointment. Nick Hampton was appointed Chief Executive from
1 April 2018. At 31 March 2025, Mr Hampton holds shares in accordance with the requirement of
727% of his base salary, exceeding this requirement.
The Chief Financial Officer has a target share ownership requirement of three times base salary,
to be achieved within five years of appointment. Sarah Kuijlaars was appointed Chief Financial
Officer from 16 September 2024. At 31 March 2025, Ms Kuijlaars’s shareholding was 51% of salary.
Under the share ownership policy, the value of deferred shareholdings is assessed net of
income tax, at the prevailing share price. The Committee monitors progress against these
requirements annually.
Directors’ interests (audited)
The interests held by each person who was a director during the financial year in the ordinary
shares in the Company are shown below. All these interests are beneficially held, and no director
had interests in any other class of shares. The table also summarises the interests in shares held
through the Company’s various share plans.
Post-employment shareholding policy
A post-employment shareholding requirement was introduced in 2020. Executive directors will
normally be required to maintain a shareholding in keeping with the guideline prevailing at the time
of their departure, or their actual holding on departure (if lower), for a period of two years following
cessation of employment.
133
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
DIRECTORS’ REMUNERATION REPORT CONTINUEDDIRECTORS’ REMUNERATION REPORT CONTINUED
Payments to past directors and payments for loss of office (audited)
There have been no payments to past directors other than as disclosed in this report. No loss of
office payments have been made during the year.
Executive directors’ external appointments
Nick Hampton was appointed as a non-executive director of Great Portland Estates plc on
17 October 2016 and stepped down on the 3 April 2025, and was appointed as a non-executive
director of Seven Trent plc on 4 April 2025. Under the terms of the Remuneration Policy, he is
entitled to retain these fees.
Sarah Kuijlaars was appointed as a non-executive director of nchcape plc on 21 January 2022
and stepped down on the 13 April 2025. Under the terms of the Remuneration Policy, she is entitled
to retain these fees.
Preparation of this report
This report has been prepared in accordance with the requirements of the Companies Act 2006
(the Act) and Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, the Listing Rules of the UK Listing Authority and the 2018 UK Corporate
Governance Code. Ernst & Young LLP have audited such content as required by the Act (the
information marked as ‘(audited)’).
We continue to schedule time to consider matters related to remuneration policies for the wider
workforce, engaging with employees on matters covered by the UK Corporate Governance Code.
On behalf of the Board
Jeff Carr
Chair of the Remuneration Committee
19 May 2025
134
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
n accordance with the Articles of Association, directors can be appointed or removed by the Board
or by shareholders in a general meeting. Amendments to the Articles of Association have to be
approved by at least 75% of those voting in person or by proxy at a general meeting of the
Company. Subject to UK company law and the Articles of Association, the directors may exercise
all the powers of the Company, and may delegate authorities to committees, and may delegate day-
to-day management and decision making to individual executive directors. Details of the Board
Committees can be found on pages 104, 107 and 112.
Share capital
As at 31 March 2025, the Company had nominal issued share capital of £139 million. To satisfy
obligations under employee share plans, the Company issued 29,760 ordinary shares during the
year. t also issued 75 million shares to Huber as part of the consideration for the acquisition of
CP Kelco. The Company issued no shares during the period from 1 April 2025 to 21 May 2025.
Further information about share capital is in Note 23. nformation about options granted under the
Company’s employee share plans is in Note 32.
The Company was given authority at the 2024 AGM to make market purchases of up to 40,170,901
of its own ordinary shares. Under the non-discretionary share buyback programme which launched
on 19 June 2024, 31,294,579 ordinary Tate & Lyle PLC shares were purchased with an aggregate
market value equivalent of £214,989,725. The EBT purchased no shares during the year. This
authority will expire at the 2025 AGM and approval will be sought from shareholders for a similar
authority to be given for a further year.
Restrictions on holding shares
There are no restrictions on the transfer of shares in the capital of the Company. No limitations are
placed on the holding of shares and no share carries special rights of control of the Company.
There are no restrictions on voting rights. The Company is not aware of any agreements between
shareholders that may restrict the transfer or exercise of voting rights.
Shareholders’ rights
Holders of shares have the rights accorded to them under UK company law, including the rights to
receive the Company’s annual report and accounts, attend and speak at general meetings, appoint
proxies and exercise voting rights.
Further details regarding the rights and obligations attached to shares are contained in the Articles
of Association which are available on the Company’s website, www.tateandlyle.com.
Directors’ indemnities and insurance cover
The Company has agreed to indemnify the directors, to the extent permitted by the Companies Act
2006, against claims from third parties in respect of certain liabilities arising out of, or in connection
with, the execution of their powers, duties and responsibilities as directors of the Company and any
of its subsidiaries. The directors are also indemnified against the cost of defending a criminal
prosecution or a claim by the Company, its subsidiaries or a regulator, provided that where the
defence is unsuccessful, the director must repay those defence costs. These indemnities are
qualifying indemnity provisions for the purposes of Sections 232 to 234 of the Companies Act 2006.
The Company also maintains directors’ and officers’ liability insurance cover, and reviews the level
of cover each year.
Results and dividend
A review of the consolidated Group’s results can be found from pages 10 to 73. An interim dividend
of 6.4 pence per ordinary share was paid on 6 January 2025. The Directors recommend a final
dividend of 13.4 pence per ordinary share to be paid on 1 August 2025 to shareholders on the
register on 20 June 2025, subject to approval at the 2025 Annual General Meeting (AGM). The total
dividend for the year is 19.8 pence per ordinary share (2024 – 19.1 pence).
The Trustees of the Tate & Lyle PLC Employee Benefit Trust (the EBT) have waived their right to
receive dividends over their total holding of 3,762,194 shares as at 31 March 2025.
Research and development
The Group spend on research and development during the year was £50 million (2024 – £44 million).
More details can be found on page 28.
Articles of Association
The Articles of Association set out the internal regulation of the Company and cover such matters
as the rights of shareholders, the appointment and removal of directors, and the conduct of the
Board and general meetings. Copies are available on request and are displayed on the Company’s
website: www.tateandlyle.com/about-us/corporate-governance.
Directors’
Report
The Directors’ Report comprises the Board of Directors from pages 82 to 84, Corporate
Governance section from pages 87 to 134, the Directors’ Report on pages 135 to 137 and the
Useful nformation section from pages 209 to 216. Other information that is relevant to the
Directors’ Report, and which is incorporated by reference into the Directors’ Report, is
disclosed as follows:
• Likely future developments and performance of the Company (throughout the
Strategic Report)
• Engagement with suppliers, customers and others (throughout the Strategic Report
and pages 93 to 97)
• Engagement with employees (pages 42 to 47 and 95 to 96)
• Respect for human rights (pages 47 and 98)
• Going concern (page 41)
• Greenhouse gas emissions (pages 56 and 57)
• Financial instruments (Note 29)
• Post-balance sheet events (Note 37).
ABOUT THE DIRECTORS’ REPORT
135
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
DIRECTORS’ REPORT CONTINUED
Change of control
At 31 March 2025, the Group had a committed bank facility of US$800 million with a number of
relationship banks and a €275 million term loan facility which contains change of control clauses.
The Group also had US$980 million and €275 million of Private Placement Notes which contain
change of control provisions. n aggregate, this financing is considered significant to the Group and
in the event of a takeover (change of control) of the Company, these contracts may be cancelled,
become immediately payable or be subject to acceleration. See Note 26 for further information.
All the Company’s share plans contain provisions relating to a change of control. Further information
is set out in the Directors’ Remuneration Policy.
Major shareholders
The Company’s major shareholders (holding 3% or more of its issued share capital) as at 30 April
2025 are as follows:
Number of shares % held
Huber Equity Corporation 75,000,000 15.7%
Threadneedle Asset Management Ltd. 24,177,375 5.1%
BlackRock, Inc 22,385,278 5.02
The Vanguard Group, Inc. 23,377,977 4.9%
Wellington Management Company, LLP 18,490,032 3.9%
On 13 May, 2025, the Company was notified that BlackRock, nc’s holding of voting rights attached
to shares had decreased to 21,511,029 or 4.8% of its voting rights.
The Company was not notified of any other changes in holdings between 1 April and 21 May 2025.
Political donations
n line with the Group’s policy, no political donations were made in the UK or in any country during
the year. Tate & Lyle’s US business does not operate a Political Action Committee.
Subsidiaries and branches
A list of the Group’s subsidiaries is set out in Note 38. The Group has branches in Brazil, China,
Hong Kong and New Zealand.
136
GOVERNANCE
Tate & Lyle PLC Annual Report 2025
DIRECTORS’ REPORT CONTINUED
The directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable United Kingdom law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under
that law the directors have elected to prepare 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 Practice (United Kingdom
Accounting Standards and applicable law), including Financial Reporting Standard 101 Reduced
Disclosure Framework (‘FRS 101’). 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 for that period.
n preparing these financial statements the directors are required to:
• select suitable accounting policies in accordance with AS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply them consistently
• make judgements and accounting estimates that are reasonable and prudent
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information
• provide additional disclosures when compliance with the specific requirements in UK-adopted
international accounting standards and in respect of the Company financial statements,
FRS 01 is insufficient to enable users to understand the impact of particular transactions,
other events and conditions on the Group and Company financial position and financial
performance
• state, in respect of the Group financial statements, whether UK-adopted international
accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements
• state, in respect of the Company financial statements, whether applicable UK Accounting
Standards, including FRS 101, have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is appropriate to presume
that the Group and/or the Company will not continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Group’s and Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and the Company and enable them to
ensure that the Group and the Company financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the Group and the Company
and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance
Statement that comply with that law and those regulations. The directors are responsible for
the maintenance and integrity of the corporate and financial information included on the
Company’s website.
n accordance with Disclosure Guidance and Transparency Rule 4.1, the directors confirm, to the
best of their knowledge that:
• the Group financial statements, prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets, liabilities, financial position and
profit of the Company and undertakings included in the consolidation taken as a whole
• the Annual Report, including the Strategic Report, includes a fair review of the development
and performance of the business and the position of the Company and undertakings included
in the consolidation taken as a whole, together with a description of the principal risks and
uncertainties that they face; and
• they consider the Annual Report, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Group’s and Company’s
position, performance, business model and strategy.
Disclosure of information to auditor
So far as each director is aware, there is no relevant audit information of which the Company’s
auditor is unaware; and he or she has taken all the steps that he or she ought to have taken as a
director in order to make himself or herself aware of any relevant audit information and to
establish that the Group and Company’s auditor is aware of that information.
The Directors’ Report on pages 82 to 111, pages 135 to 137, and pages 210 to 217 and the
Directors’ Remuneration Report from pages 112 to 134 of this Annual Report were approved by
the Directors on 21 May 2025.
Matthew Joy
Company Secretary
21 May 2025
DIRECTORS’ STATEMENT OF RESPONSIBILITIES
137
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
FINANCIAL
STATEMENTS
IN THIS SECTION
139 Independent Auditor’s Report to the members
of Tate & Lyle PLC
147 Consolidated income statement
148 Consolidated statement of comprehensive
income
149 Consolidated statement of financial position
150 Consolidated statement of cash flows
151 Consolidated statement of changes in equity
152 Notes to the consolidated financial statements
201 Parent Company financial statements
Embedded in xanthan gum,
our ampersand highlights
our expertise in bringing
consistency and reliability
to food formulations.
138
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025Tate & Lyle PLC Annual Report 2025
Independent Auditor’s Report to the members of Tate & Lyle PLC
Opinion
In our opinion:
 Tate & Lyle PLC’s Group financial statements and Parent Company financial statements (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 March 2025 and of the Group’s profit 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 Tate & Lyle PLC (the ‘Parent Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 March 2025 which comprise:
Group Parent Company
Consolidated statement of financial position as
at 31 March 2025
Balance sheet as at 31 March 2025
Consolidated income statement for the year
then ended
Statement of changes in equity for the year
then ended
Consolidated statement of comprehensive income
for the year then ended
Related notes 1 to 12 to the financial statements,
including material accounting policy information
Consolidated statement of changes in equity
for the year then ended
Consolidated statement of cash flows for the year
then ended
Related notes 1 to 39 to the financial statements,
including 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, FRS101 “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 are independent of the Group and 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 public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the
Parent Company and we remain independent of the Group and the Parent Company in conducting
the audit.
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 Parent Company’s ability to continue to adopt the going concern
basis of accounting included the following:
 We assessed the potential risks around the use of the going concern basis of preparation at the interim
review and then again at the planning and year-end phases of the audit;
 In conjunction with our walkthrough of the Group’s financial close process, we confirmed our
understanding of management’s going concern assessment process and also engaged with
management to assess the key factors considered in its assessment;
 We obtained management’s going concern assessment, including the cash flow forecast model and
covenant calculation for the going concern assessment period to 31 March 2027. The Group has
modelled a number of downside scenarios in their liquidity forecasts in order to incorporate
unexpected changes to the forecasted liquidity of the Group;
 We tested the clerical accuracy of the model used to prepare the Group’s going concern assessment;
 We considered the appropriateness of the methods used to calculate the cash forecasts to determine
through inspection and testing of the methodology and calculations, whether the methods adopted
were appropriate and reasonable taking into account the changes in the Group including the
acquisition of the CP Kelco group and the disposal of Primient during the year;
 We challenged management’s forecasting accuracy by comparing management’s previous going
concern and impairment assessment forecasts to actual results;
 We tested the key inputs to the model through procedures including obtaining external confirmations
for the cash and cash equivalents balance of £334 million at 31 March 2025 and agreeing operating
cash generation and financing commitments to the latest Board-approved forecasts that factored
in the downside scenarios. We confirmed the details of the available committed and undrawn
US$800 million revolving credit facility, which was re-negotiated in May 2025 and now runs to 2030,
with reference to agreements;
 We assessed the reasonableness of the key assumptions in the context of our understanding of the
Group and its principal risks and from other supporting evidence gained from our audit work. This
included review of minutes of board meetings and our procedures in respect of goodwill impairment
reviews and from other external market data, including analyst forecasts and competitor trading
updates;
 We checked that all debt repayments within the going concern period were appropriately included in
the forecasts and considered the impact of debt repayments due shortly after the end of the going
concern period;
 We understood the potential severe but plausible downside scenarios that management had applied
and assessed their likelihood and whether other more severe scenarios could plausibly apply and the
associated impact on liquidity headroom and financial covenants;
 We considered the appropriateness of key assumptions in management’s reverse stress testing and
assessed the likelihood of the various scenarios that could erode headroom;
 We performed testing to evaluate whether the covenant requirements of the Group borrowings would
be met under all base and severe but plausible downside scenarios;
 We reviewed minutes of board meetings, analysts’ reports and trading updates released to the
market from competitors and customers with a view to identifying any matters which may impact
the going concern assessment and contradict the evidence obtained through the procedures we
performed above;
 We reviewed the Group’s going concern disclosures included in the Directors’ Reports on page 41 and
Note 1 to the consolidated financial statements on page 152 in order to assess that the disclosures
were appropriate and in conformity with the reporting standards.
139
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATE & LYLE PLC CONTINUED
We observed the Group has significant liquidity at its disposal that could be utilised if the modelled
severe but plausible downside scenarios was to occur.
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 Parent
Company’s ability to continue as a going concern for a period to 31 March 2027.
In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report. However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the Group and Parent Company’s ability to continue as
a going concern.
Overview of our audit approach
Audit scope
– We performed an audit of the complete financial information of six components and
audit procedures on specific balances for a further three components. We also
performed specified audit procedures on certain accounts on five additional
components.
– We performed central procedures on financial statement line items as detailed in the
“Tailoring the scope
” section below.
Key audit matters
– Revenue recognition, specifically in relation to the risk of management override
– Valuation of the assets acquired in the acquisition of CP Kelco
– Quantum cash generating unit impairment assessment
Materiality
– Overall Group materiality of £13.5 million which represents 5% of profit before tax
from continuing operations adjusted for exceptional items and M&A costs (‘adjusted
profit before tax from continuing operations’).
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600
(Revised). We have followed a risk-based approach when developing our audit approach to obtain
sufficient appropriate audit evidence on which to base our audit opinion. We performed risk assessment
procedures, with input from our component auditors, to identify and assess risks of material
misstatement of the Group financial statements and identified significant accounts and disclosures.
When identifying components at which audit work needed to be performed to respond to the identified
risks of material misstatement of the Group financial statements, we considered our understanding of
the Group and its business environment, changes at specific components, macroeconomic and
geopolitical factors, the potential impact of climate change the applicable financial framework, the
group’s system of internal control, the existence of centralised processes, applications and any relevant
internal audit results.
We determined that centralised audit procedures would be performed on cash and cash equivalents,
goodwill and acquired intangible assets, leases, business combinations, accruals and provisions, net
retirement benefit surplus and net retirement benefit liabilities, derivative financial instruments,
borrowings, taxation including uncertain tax positions, equity and financial statement disclosures.
We identified nine components as individually relevant to the Group due to relevant events and
conditions underlying the identified risks of material misstatement of the group financial statements
being associated with the reporting components or a pervasive risks of material misstatement of
the Group financial statements or a significant risk or an area of higher assessed risk of material
misstatement of the Group financial statements being associated with the components. We also
considered the materiality or financial size of the component relative to the Group.
For those individually relevant components, we identified the significant accounts where audit work
needed to be performed at these components by applying professional judgement, having considered
the Group significant accounts on which centralised procedures will be performed, the reasons for
identifying the financial reporting component as an individually relevant component and the size of the
component’s account balance relative to the Group significant financial statement account balance.
We then considered whether the remaining Group significant account balances not yet subject to
audit procedures, in aggregate, could give rise to a risk of material misstatement of the group financial
statements. We selected five components of the group to include in our audit scope to address
these risks.
Having identified the components for which work will be performed, we determined the scope to assign
to each component.
Of the fourteen components selected, we designed and performed audit procedures on the entire
financial information of six components (“full scope components”). For three components, we designed
and performed audit procedures on specific significant financial statement account balances or
disclosures of the financial information of the component (“specific scope components”). For the
remaining five components, we performed specified audit procedures to obtain evidence for one or
more relevant assertions.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key
audit matters section of our report.
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that needed to
be undertaken at each of the components by us, as the Group audit engagement team, or by component
auditors operating under our instruction.
The Group audit team continued to follow a programme of planned visits that has been designed to
ensure that the Senior Statutory Auditor, or their delegates, visits all full scope components and certain
specific and specified procedures scope locations.
During the current year’s audit cycle, in person visits were undertaken by the Group audit team to
component teams in the US, Denmark and China. These visits involved discussing the audit approach
with the component team and any issues arising from their work, holding meetings with local
management, reviewing relevant working papers and understanding the significant audit findings in
response to the risk areas including revenue and management override of controls.
The Group audit team interacted regularly with the component teams where appropriate during various
stages of the audit, which included holding a global planning event, reviewing relevant working papers
and being responsible for the scope and direction of the audit process. Where relevant, the section
on key audit matters details the level of involvement we had with component auditors to enable us to
determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as
a whole.
This, together with the additional procedures performed at Group level, gave us appropriate evidence for
our opinion on the Group financial statements.
140
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATE & LYLE PLC CONTINUED
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has
determined that the most significant future impacts from climate change on its operations will be from
disruption of production facilities, distribution networks and corn and stevia supply from acute weather
events and incremental changes in climatic conditions. These are explained on pages 74 to 79 in the
required Task Force On Climate Related Financial Disclosures and on pages 64 to 73 in the principal
risks and uncertainties. They have also explained their climate commitments on page 35. All of these
disclosures form part of the “Other information,” rather than the audited financial statements. Our
procedures on these unaudited disclosures therefore consisted solely of considering whether they are
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit
or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the
Group’s business and any consequential material impact on its financial statements.
The Group has explained in Note 1 (Climate change considerations), how it has reflected the impact of
climate change in their financial statements. In Note 19 (Goodwill and other intangible assets) to the
financial statements, narrative explanation including further details over the Group’s considerations have
been provided.
Our audit effort in considering the impact of climate change on the financial statements was focused on
evaluating management’s assessment of the impact of climate risk, physical and transition, their climate
commitments, the effects of material climate risks disclosed on pages 35 and 77 to 79 and the
significant judgements and estimates disclosed in Note 2 and whether these have been appropriately
reflected in asset values and useful economic lives and cash flow projections used in assessing the
recoverable amount of the Group’s CGUs, the Group’s going concern and viability assessment and in the
Group’s share-based payment charge. As part of this evaluation, we performed our own risk assessment,
supported by our climate change internal specialists, to determine the risks of material misstatement in
the financial statements from climate change which needed to be considered in our audit.
We also challenged the directors’ considerations of climate change risks in their assessment of going
concern and viability and associated disclosures. Where considerations of climate change were relevant
to our assessment of going concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be
a key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on
these matters.
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Revenue recognition,
specifically in relation to
the risk of management
override
£1,736 million (2024 –
£1,647 million)
Refer to the Accounting
p
olicies (page 159); and
Note 5 of the
Consolidated Financial
Statements
The majority of the
Group’s sales
arrangements are
generally
straightforward,
requiring little judgement
to be exercised.
However, management’s
reward and incentive
schemes, based on
achieving sales and
profit targets, may create
pressure to manipulate
results.
There is a risk that
management may
override controls to
intentionally misstate
revenue through
recording fictitious
revenue transactions in
the underlying
subledgers or
as consolidation
j
ournals.
 We performed walkthroughs of significant classes
of revenue transactions to understand related
significant processes and to identify and assess
the design effectiveness of key controls.
 We understood how the revenue recognition policies
are applied and also the relevant controls including
IT controls over the revenue applications.
 We understood the underlying IT systems and
the controls related to manage access, manage
change and IT operations to investigate whether
there was any evidence of override of the
underlying IT systems which could facilitate
management override.
 For certain components, we used data analysis tools
on revenue transactions in the period to test the
correlation of revenue to cash and sample tested to
cash receipts to verify the occurrence of revenue.
We identified any material transactions which fell
outside the expected transactions flow and tested
these to confirm that they were valid business
transactions and were appropriately accounted for
This provided us with assurance over £1,333 million
(77%) (2024 – £1,376 million (84%)) of revenue
recognised by the Group.
 For those in-scope businesses where we did not
use data analysis tools, we performed alternative
procedures over revenue recognition such as
detailed transaction testing to invoices, proof of
delivery and payments.
 We performed cut-off testing over a sample of
revenue transactions around the year end date,
to check that they were recognised in the
appropriate period.
 We performed other audit procedures specifically
designed to address the risk of management
override of controls. This included journal entry
testing, applying particular focus to significant
manual or unusual journal entries to ensure each
entry is supported by an appropriate, underlying
business rationale, is properly authorised and
accounted for correctly in the correct period.
Based on the
procedures
performed, we
did not identify
any evidence
of material
misstatement in the
revenue recognised
in the year or
evidence of
management
override of controls.
How we scoped our audit to respond to the risk
We performed full and specific scope procedures over this risk for five components, which covered 80%
of the risk amount. We also performed specified procedures over revenue recognition for three
components, which covered 5% of the risk amount.
We held regular discussions with component teams throughout the audit, including in person on site
visits for five components. We reviewed all component deliverables and additional key workpapers
prepared by the component teams to address the risk identified.
141
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATE & LYLE PLC CONTINUED
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Valuation of the assets
acquired in the acquisition
of CP Kelco
Refer to the Audit Committee
Report (page 111);
A
ccounting policies (pages
155 and 195); and Notes 2
and 35 of the Consolidated
Financial Statements.
The Group completed the
acquisition of CP Kelco
(consisting of CP Kelco
US, CP Kelco ApS and
JM Huber Investment
(China)) on 15 November
2024 for total consideration
of £1.4 billion. The
consideration consisted of
£872 million of cash,
75,000,000 ordinary shares
in Tate & Lyle (equivalent
value of £556 million) and
contingent consideration of
up to 10,000,000 ordinary
shares in Tate & Lyle.
We understood the valuation methodologies
and the development of the significant
assumptions applied by management in the
valuation of the acquired PPE and intangible
assets. We evaluated the design and
implementation of the financial controls over
the process but did not test or rely on the
operating effectiveness of these controls.
To test the estimated fair values of the PPE
and acquired intangible assets at the
acquisition date:
Overall procedures
 We evaluated the Group’s use of
appropriate valuation methodologies with
assistance from our valuation specialists
and tested the clerical accuracy of the
models.
 We evaluated the competence, capabilities
and objectivity of specialists engaged by
management to assist in valuing these
assets and read their valuation reports to
identify corroborating or contradictory
evidence to the fair value estimates.
 Where appropriate, we performed sensitivity
analyses to determine which assumptions
had the greatest impact on the fair
value determination.
 We also evaluated the adequacy of the
related disclosures provided in the
consolidated financial statements.
We consider
management’s
assumptions used to
estimate the fair value
of the PPE and
intangible assets
acquired in the
acquisition of CP
Kelco to be
reasonable, and that
the related
disclosures are
appropriate.
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
The Group measured the
assets acquired and liabilities
assumed at their estimated
fair values at the acquisition
date. Among the assets
acquired and liabilities
assumed, the Group acquired
PPE with a fair value of
£909 million valued using
standard valuation
techniques depending on the
nature of the item. The Group
also recognised intangible
assets with a total fair value
of £230 million valued using
a multi-period excess
earnings model and relief
from royalty method.
Auditing the Group’s
valuation of the PPE and
acquired intangible assets
was complex, due to a higher
degree of subjectivity and
j
udgement used by
management in determining
certain assumptions required
in the fair value estimates.
Procedures in respect of the acquired intangible
assets valuation
 To evaluate the reasonableness of the
significant assumptions in the intangible
asset valuations, we involved our internal
valuation specialists to develop an
independent range for the discount rate.
In relation to the prospective financial
information included in the valuation
models, we compared the significant
assumptions to historical results of the
acquired business and to external sources
of information, such as industry forecasts.
Procedures in respect of the PPE valuations
 We involved EY real estate and capital
equipment valuation specialists to assess
the reasonableness of the PPE valuations,
considering factors including the size,
location, age and use of the assets, as well
as externally available information on
comparable market data, replacement
costs and benchmarks where appropriate.
How we scoped our audit to respond to the risk
All audit work performed to address this risk was undertaken by the Group audit team.
142
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATE & LYLE PLC CONTINUED
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Quantum cash generating
unit (‘CGU’) impairment
assessment
Refer to the Audit
Committee Report (page
111); Accounting policies
(pages 154 and 172); and
Notes 2 and 19 of the
Consolidated Financial
Statements
At 31 March 2025 the
carrying value of Quantum
goodwill was £86 million
(31 March 2024:
£88 million). Quantum
Goodwill is tested annually
for impairment at the Cash
Generating Unit (CGU)
level with the recoverable
amount being determined
through a fair value less
costs of disposal (‘FVLCD’)
model.
Auditing the estimated
recoverable amount of the
Quantum CGU was
complex due to a higher
degree of subjectivity and
j
udgement used by
management in
determining certain
assumptions, in particular
the revenue growth rate,
the discount rate and
long-term growth rate,
used in the FVLCD model.
We understood the methodology applied in
management’s impairment review for the Quantum
CGU and evaluated the design and implementation
of the financial controls over the process. We did
not test or rely on the operating effectiveness of
these controls.
We performed detailed testing to critically assess
and corroborate the key inputs to the impairment
test, including the following procedures:
 We tested the clerical accuracy of the FVLCD
model and agreed the carrying value of the CGU
assets to financial records, checking consistency
between the assets and liabilities included in the
carrying value and the related cash flows.
 We reconciled the prospective financial
information used in the model to the Board
approved plan.
 We assessed the prior year historical accuracy
of the budget compared to actual results to
determine whether the forecasted cash flows
are reliable.
 We performed sensitivity analyses to determine
which assumptions had the greatest impact on
the recoverable amount determination.
 We tested the key assumptions supporting
management’s forecast, including revenue
growth, long-term growth rate and the discount
rate. We compared management’s forecast
revenue growth and long-term growth rate
economic forecasts and relevant industry
forecasts and to the historical performance of
the Quantum CGU. The industry forecasts we
used were specific to the products and product
streams sold by Quantum.
 We inspected examples of contracts and sales
invoices to support new wins included in
management’s forecasts.
 We engaged our internal valuation specialists to
assist with the evaluation of the discount rate
applied in management’s FVLCD model by
developing an independent range.
We concluded that
the recoverable
values of the
Quantum CGU
exceed its carrying
value and that there
is no impairment of
these assets in the
y
ear.
Management have
appropriately
highlighted that a
reasonably
possible change in
certain key
assumptions in
particular revenue,
terminal growth
rate and the
discount rate, could
lead to material
impairment charge
of the Quantum
CGU. We
concluded
appropriate
disclosures had
been included in
the financial
statements for the
above assumptions
to demonstrate the
impact of changes
in these
assumptions on the
calculated
headroom.
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
 We considered whether any significant changes
occurred between management’s assessment
date and the year-end and also subsequent to
the balance sheet date, that could impact the
impairment test calculation. We did this by
reviewing the ongoing performance of the
business and reviewing the inputs to the
discount rate in light of the current macro-
economic environment.
 We performed our own independent sensitivity
analysis to understand the impact of changes to
key assumptions and the impact of reasonably
possible changes in assumptions on the
impairment model and conclusions.
 As the recoverability of Quantum goodwill was
sensitive to reasonably possible changes in key
assumptions, we verified that appropriate
disclosures have been included in the Group
financial statements.
How we scoped our audit to respond to the risk
All audit work performed to address this risk was undertaken by the Group audit team.
143
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATE & LYLE PLC CONTINUED
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably
be expected to influence the economic decisions of the users of the financial statements. Materiality
provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £13.5 million (2024: £14.7 million), which is 5% (2024: 5%)
of profit before tax from continuing operations adjusted for exceptional items and M&A costs. We
believe that profit before tax from continuing operations adjusted for exceptional items and M&A costs
provides us with the most relevant profit basis as the exceptional items were non-recurring and not
related to the ongoing trading of the Group whilst M&A costs have resulted from business combinations
in the current and prior periods.
We determined materiality for the Parent Company to be £10.1 million (2024: £10.0 million), which is 0.5%
(2024: 0.5%) of total assets.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce
to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control
environment, our judgement was that performance materiality was 75% (2024: 75%) of our planning
materiality, namely £10.1 million (2024: £11.0 million). We have set performance materiality at this
percentage due to our assessment of the control environment and the historic lack of significant
misstatements.
Audit work was undertaken at component locations for the purpose of responding to the assessed risks
of material misstatement of the Group financial statements. The performance materiality set for each
component is based on the relative scale and risk of the component to the Group as a whole and our
assessment of the risk of misstatement at that component. In the current year, the range of performance
materiality allocated to components was £2.0 million to £7.8 million (2024: £2.8 million to £22.0 million).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in
excess of £0.68 million (2024: £0.70 million), which is set at 5% of planning materiality, as well as
differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality
discussed above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report, including the Strategic
report on pages 1 to 80, the Governance report on pages 81 to 137 and Useful Information set out on
pages 209 to 216, other than the financial statements and our auditor’s report thereon. The directors are
responsible for the other information contained within the Annual Report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in this 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 the other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
 the information given in the Strategic Report and the Directors’ Report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
 the Strategic Report and the Directors’ Report have been prepared in accordance with applicable
legal requirements.
Adjustments
– £88 million (profit before tax from continuing operations)
– Add back £96 million exceptional items (Note 8)
– Add back £86 million for M&A costs (Note 4)
– £270 million (adjusted profit before tax from continuing operations)
Materiality
– Materiality set at £13.5 million on adjusted profit before tax from
continuing operations (5% of materiality basis).
Materiality basis
Starting basis
144
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATE & LYLE PLC CONTINUED
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the 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.
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 and the part of the Directors’ Remuneration Report to be
audited 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
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Group and Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial statements
or our knowledge obtained during the audit:
 Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on pages 41 and 152;
 Directors’ explanation as to its assessment of the company’s prospects, the period this assessment
covers and why the period is appropriate set out on page 66;
 Directors’ statement on whether it has a reasonable expectation that the group will be able to continue
in operation and meets its liabilities set out on page 66;
 Directors’ statement on fair, balanced and understandable set out on page 111;
 Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
set out on pages 64 to 66;
 The section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 110; and
 The section describing the work of the audit committee set out on pages 107 to 110.
Responsibilities of directors
As explained more fully in the directors’ statement of responsibilities set out on page 137, 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 and Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or the Parent company or to cease operations, or have no realistic alternative but to do so.
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.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the company and management.
 We obtained an understanding of the legal and regulatory frameworks that are applicable to the
Group and determined that the most significant are:
 Those that relate to the form and content of the financial statements: UK Adopted International
Accounting Standards (for the Group), FRS 101 (for the Parent Company), the Companies Act 2006
and the UK Corporate Governance Code;
 Those that relate to the relevant tax compliance regulations in the jurisdictions in which the Group
operates; and
 In addition, we concluded that there are certain significant laws and regulations which may have an
effect on the determination of the amounts and disclosures in the financial statements being the
Listing Rules of the UK Listing Authority, and those laws and regulations relating to health and safety
and employee matters.
 We understood how Tate & Lyle PLC is complying with those frameworks by making enquiries of
management, internal audit, those responsible for legal and compliance procedures and the company
secretary. We corroborated our enquiries through review of Board minutes and papers provided to the
Audit Committee and attendance at all meetings of the Audit Committee, as well as consideration of
the results of our audit procedures across the Group.
 We assessed the susceptibility of the Group’s financial statements to material misstatement, including
how fraud might occur by:
 Meeting with management from various parts of the business to understand where they considered
there to be susceptibility to fraud;
 Assessing whistleblowing incidences for those with a potential financial reporting impact;
 Considered performance targets and their propensity to influence efforts made by management
to manage earnings or influence the perception of analysts;
 Understanding the Group’s annual bonus scheme and long-term incentive plan performance
targets and their propensity to influence on efforts made by management to manage revenue
and earnings;
 Considered the programmes and controls that the Group has established to address risks identified,
or that otherwise prevent, deter and detect fraud; and how senior management monitors those
programmes and controls;
145
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TATE & LYLE PLC CONTINUED
 Understanding the related party transactions and significant transactions occurring with related
parties in the year; and
 Assessing the key judgements and estimates and significant transactions occurring in the year.
 Where the risk was considered to be higher, we performed audit procedures to address each
identified fraud risk. These procedures included incorporating data analytics in testing of manual
journals (for example with respect to our work on revenue recognition noted in the Key Audit Matters
section above) and were designed to provide reasonable assurance that the financial statements were
free from fraud or error.
 Based on this understanding we designed our audit procedures to identify non-compliance with such
laws and regulations, including specific instructions to full and specific scope component audit teams.
At a Group level, our procedures involved: enquiries of Group management and those charged with
governance, legal counsel, internal audit and division management across all regions in the Group.
Our procedures also included testing over manual consolidation journals indicating large or unusual
transactions based on our understanding of the business. At a component level, our full and specific
scope component audit team’s procedures included enquiries of component management; journal
entry testing; and focused testing over areas we considered more susceptible to management
override, including as referred to in the “Revenue recognition” key audit matters section above.
Any instances of non-compliance with laws and regulations, including in relation to fraud, were
communicated by/to components and considered in our audit approach, if applicable. In addition,
we completed procedures to conclude on the compliance of the disclosures in the annual report and
accounts with all applicable requirements.
A further description of our responsibilities for the audit of the financial statements is located on
the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the audit committee, we were appointed by the company on
26 July 2018 to audit the financial statements for the year ending 31 March 2019 and subsequent
financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments is
7 years, covering the years ending 31 March 2019 to 31 March 2025.
The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Jonathan Gill
(Senior statutory auditor)
For and on behalf of Ernst & Young LLP, Statutory Auditor
London
21 May 2025
146
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
Consolidated Income Statement

|  |  |  | Year ended 31 March
|  |  |  | Restated *
|  |  | 2025 | 2024
Continuing operations |  | Notes | £m | £m
Revenue |  | 5 | 1 736 | 1 647
Operating profit |  | 6 | 106 | 207
Finance income |  | 10 | 2 0 | 19
Finance expense |  | 10 | (38) | (25)
Profit before tax |  |  | 88 | 201
Income tax expense |  | 11 | (43) | (41)
Profit for the year – continuing operations |  |  | 45 | 160
Profit for the year – discontinued operations |  | 12 | 95 | 28
Profit for the year – total operations |  |  | 140 | 188
Attributable to: |  |  |  |
Owners of the Company |  |  | 143 | 188
Non-controlling interests |  |  | (3) | –
Profit for the year – total operations |  |  | 140 | 188
Earnings per share |  |  | Pence | Pence
Continuing operations: |  | 13 |  |
– | basic |  | 11.8p | 40.5p
– | diluted |  | 11.6p | 39.8p
Total operations: | 13 |  |
– | basic |  | 35.0p | 47.3p
– | diluted |  | 34.5p | 46.5p

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
147
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Consolidated Statement of Comprehensive Income

|  |  |  | Year ended 31 March
|  |  | 2025 | 2024
|  | Notes | £m | £m
Profit for the year – total operations |  |  | 140 | 188
Other comprehensive income/(expense) |  |  |  |
Items that have been/may be reclassified to profit or loss: |  |  |  |
Loss on currency translation of foreign operations |  | 24 | (58) | (50)
Fair value gain on net investment hedges |  | 24 | 10 | 7
Gain on currency translation of foreign operations transferred to the income | statement on sale of a joint venture | 24 | (10) | –
Net gain/(loss) on cash flow hedges | 24 | 4 | (6)
Share of other comprehensive income of joint venture | 22, 24 | 1 | 2
Tax effect of the above items | 11 | (1) | –
|  |  | (54) | (47)
Items that will not be reclassified to profit or loss: |  |  |
Remeasurement of retirement benefit plans: |  |  |
– | actual return (lower)/higher on plan assets | 31 | (51) | 12
– | net actuarial gain on retirement benefit obligations | 31 | 59 | 4
– | asset ceiling restriction | 31 | (5) | –
Changes in the fair value of equity investments at fair value through OCI | 18, 24 | (1) | (17)
Tax effect of the above items | 11 | (2) | (4)
|  |  | – | (5)
Total other comprehensive expense |  | (54) | (52)
Total comprehensive income – total operations |  | 86 | 136
Analysed by: |  |  |  |
– | Continuing operations |  | (10) | 106
– | Discontinued operations |  | 96 | 30
Total comprehensive income – total operations |  | 86 | 136
Attributable to: |  |  |  |
– | Owners of the Company |  | 89 | 136
– | Non-controlling interests |  | (3) | –
Total comprehensive income – total operations |  |  | 86 | 136

148
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
Consolidated Statement of Financial Position

|  | At 31 March | At 31 March
|  | 2025 | 2024
| Notes | £m | £m
ASSETS |  |  |
Non-current assets |  |  |
Goodwill and other intangible assets | 19 | 815 | 406
Property, plant and equipment (including right-of-use assets of £56 million |  |  |
(2024 – £34 million)) | 20 | 1 424 | 528
Investments in joint venture | 22 | – | 165
Investments in equities | 18 | 28 | 28
Retirement benefit surplus | 31 | 28 | 29
Deferred tax assets | 11 | 36 | 28
Trade and other receivables | 17 | 8 3 | 11
|  | 2 414 | 1 195
Current assets |  |  |
Inventories | 15 | 581 | 353
Trade and other receivables | 17 | 391 | 294
Current tax assets | 11 | 7 | 3
Derivative financial instruments | 29 | 4 | –
Cash and cash equivalents | 16 | 334 | 437
|  | 1 317 | 1 087
TOTAL ASSETS |  | 3 731 | 2 282
EQUITY |  |  |
Capital and reserves |  |  |
Share capital | 23 | 139 | 117
Share premium | 23 | 942 | 408
Capital redemption reserve |  | 8 | 8
Other reserves | 24 | 28 | 82
Retained earnings |  | 473 | 623
Equity attributable to owners of the Company |  | 1 590 | 1 238
Non-controlling interests |  | (2) | 1
TOTAL EQUITY |  | 1 588 | 1 239

|  | At 31 March | At 31 March
|  | 2025 | 2024
| Notes | £m | £m
LIABILITIES |  |  |
Non-current liabilities |  |  |
Borrowings (including lease liabilities of £52 million (2024 – £36 million)) | 26 | 1 145 | 573
Retirement benefit deficit | 31 | 128 | 111
Deferred tax liabilities | 11 | 201 | 19
Provisions | 33 | 38 | 2
Trade and other payables | 25 | 22 | –
|  | 1 534 | 705
Current liabilities |  |  |
Borrowings (including lease liabilities of £14 million (2024 – £10 million)) | 26 | 161 | 17
Trade and other payables | 25 | 367 | 259
Provisions | 33 | 36 | 12
Current tax liabilities | 11 | 44 | 47
Derivative financial instruments | 29 | 1 | 3
|  | 609 | 338
TOTAL LIABILITIES |  | 2 143 | 1 043
TOTAL EQUITY AND LIABILITIES |  | 3 731 | 2 282

The notes on pages 152 to 200 form part of these financial statements. The consolidated financial
statements on pages 147 to 200 were approved by the Board of Directors on 21 May 2025 and signed on
its behalf by:
Nick Hampton Sarah Kuijlaars
Director Director
149
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Consolidated Statement of Cash Flows

|  |  |  | Year ended 31 March
|  |  | 2025 | 2024
|  | Notes | £m | £m
Cash flows from operating activities – total operations |  |  |  |
Profit before tax from continuing operations |  |  | 88 | 201
Profit before tax from discontinued operations |  | 12 | 117 | 25
Profit before tax from total operations |  |  | 205 | 226
Adjustments for: |  |  |  |
– | depreciation of property, plant and equipment (including right-of-use assets |  |  |
| and excluding exceptional items) | 20 | 86 | 58
– | amortisation of intangible assets | 19 | 42 | 36
– | unwind of fair value adjustments | 4 | 14 | 1
– | share-based payments | 32 | 12 | 13
– | net impact of exceptional income statement items | 8 | (44) | (3)
– | net impact of other M&A income statement items | 8 | (8) | –
– | net finance expense | 10 | 18 | 6
– | share of profit of joint venture | 22 | (8) | (25)
– | net retirement benefit obligations |  | (7) | (7)
– | other non-cash movements | 27 | (5) | (4)
– | changes in working capital | 27 | 8 | 7
Cash generated from total operations |  |  | 313 | 308
Net income tax paid |  |  | (67) | (64)
Exceptional tax on gain on disposal of Primient |  |  | (45) | (12)
Interest paid |  |  | (37) | (24)
Net cash generated from operating activities |  |  | 164 | 208
Cash flows from investing activities |  |  |  |
Purchase of property, plant and equipment |  |  | (114) | (101)
Acquisition of businesses, net of cash acquired |  | 35 | (807) | –
Disposal of joint venture/subsidiary (net of cash) |  | 12 | 277 | 12
Investments in intangible assets |  |  | (7) | (9)
Purchase of equity investments |  | 18 | (1) | (3)
Disposal of equity investments |  | 18 | 1 | 3
Interest received |  |  | 21 | 19
Dividends received from joint ventures |  | 22 | – | 59
Net cash used in investing activities |  |  | (630) | (20)

|  |  | Year ended 31 March
|  | 2025 | 2024
| Notes | £m | £m
Cash flows from financing activities |  |  |
Purchase of own shares (share buyback programme) | 23 | (216) | –
Purchase of own shares (other including net settlement of share options) | 23 | (7) | (25)
Proceeds from borrowings |  | 1 156 | –
Repayment of borrowings |  | (472) | (101)
Repayment of leases | 21 | (14) | (13)
Dividends paid to the owners of the Company | 14 | (80) | (76)
Net cash generated from/(used in) financing activities |  | 367 | (215)
Cash and cash equivalents |  |  |
Balance at beginning of year |  | 437 | 475
Net decrease in cash and cash equivalents | 28 | (99) | (27)
Currency translation differences | 28 | (4) | (11)
Balance at end of year | 16 | 334 | 437

A reconciliation of the movement in cash and cash equivalents to the movement in net debt is presented
in Note 28.
The cash flows from discontinued operations included above are presented in Note 12.
150
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
Consolidated Statement of Changes in Equity

|  |  |  |  | Attributable |  |
| Share capital | Capital |  |  | to the | Non- |
| and share | redemption | Other | Retained | owners of | controlling | Total
| premium | reserve | reserves | earnings | the Company | interests | equity
| £m | £m | £m | £m | £m | £m | £m
At 1 April 2023 | 525 | 8 | 143 | 513 | 1 189 | 1 | 1 190
Profit for the year – |  |  |  |  |  |  |
total operations | – | – | – | 188 | 188 | – | 188
Other comprehensive |  |  |  |  |  |  |
(expense)/income | – | – | (64) | 12 | (52) | – | (52)
Total comprehensive |  |  |  |  |  |  |
(expense)/income | – | – | (64) | 200 | 136 | – | 136
Hedging losses |  |  |  |  |  |  |
transferred to inventory | – | – | 4 | – | 4 | – | 4
Tax effect of the above item | – | – | (1) | – | (1) | – | (1)
Transactions with owners: |  |  |  |  |  |  |
Share-based |  |  |  |  |  |  |
payments, net of tax | – | – | – | 11 | 11 | – | 11
Purchase of own shares including net |  |  |  |  |  |  |
settlement (Note 23) | – | – | – | (25) | (25) | – | (25)
Dividends paid |  |  |  |  |  |  |
(Note 14) | – | – | – | (76) | (76) | – | (76)
At 31 March 2024 | 525 | 8 | 82 | 623 | 1 238 | 1 | 1 239

|  |  |  |  | Attributable |  |
| Share capital | Capital |  |  | to the | Non- |
| and share | redemption | Other | Retained | owners of | controlling | Total
| premium | reserve | reserves | earnings | the Company | interests | equity
| £m | £m | £m | £m | £m | £m | £m
At 31 March 2024 | 525 | 8 | 82 | 623 | 1 238 | 1 | 1 239
Profit for the year – |  |  |  |  |  |  |
total operations | – | – | – | 143 | 143 | (3) | 140
Other comprehensive |  |  |  |  |  |  |
(expense)/income | – | – | (55) | 1 | (54) | – | (54)
Total comprehensive |  |  |  |  |  |  |
(expense)/income | – | – | (55) | 144 | 8 9 | (3) | 86
Hedging losses |  |  |  |  |  |  |
transferred to inventory | – | – | 2 | – | 2 | – | 2
Tax effect of the above item | – | – | (1) | – | (1) | – | (1)
Transactions with owners: |  |  |  |  |  |  |
Issue of share capital |  |  |  |  |  |  |
(Note 23 and Note 35) | 556 | – | – | – | 556 | – | 556
Share-based |  |  |  |  |  |  |
payments, net of tax | – | – | – | 11 | 11 | – | 11
Purchase of own shares including net |  |  |  |  |  |  |
settlement (Note 23) | – | – | – | (225) | (225) | – | (225)
Dividends paid |  |  |  |  |  |  |
(Note 14) | – | – | – | (80) | (80) | – | (80)
At 31 March 2025 | 1 081 | 8 | 28 | 473 | 1 590 | (2) | 1 588

151
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Notes to the Consolidated Financial Statements
1. Basis of preparation
Description of business
Tate & Lyle PLC (the Company) is a public limited company incorporated in the United Kingdom and
registered in England. It is the ultimate parent of the Tate & Lyle PLC Group. The Company’s ordinary
shares are listed on the London Stock Exchange.
The Company and its subsidiaries (together ‘the Group’) provide ingredients and solutions to the
food, beverage and other industries. The Group operates from numerous production facilities around
the world.
The Group’s operations comprise four operating segments: Food & Beverage Solutions, Sucralose,
Primary Products Europe and CP Kelco. The Group’s reportable segments are the same as its operating
segments. Segment information is presented in Note 5.
The 49.7% investment in the Primient joint venture has also been an operating segment and reportable
segment. In the year ended 31 March 2025, the Board continued to view the profit performance of
Primient which consists of its adjusted share of profit up to the point equity accounting ceased on
classification as held for sale and excludes the gain on disposal.
Accounting period
The Group’s annual financial statements are drawn up to 31 March. These financial statements cover the
year ended 31 March 2025 with comparative financials for the year ended 31 March 2024.
Basis of accounting
The consolidated financial statements on pages 147 to 200 have been prepared in accordance with
UK-Adopted International Accounting Standards.
The Group’s principal accounting policies are unchanged compared with the year ended 31 March 2024.
The Group’s principal accounting policies have been consistently applied throughout the year.
Descriptions and specific accounting policy information on how the Group has applied the requirements
of UK-Adopted International Accounting Standards are included throughout the notes to these financial
statements. All amounts are rounded to the nearest million, unless otherwise indicated.
Discontinued operations and application of Held for Sale
On 22 May 2024, the Group agreed the sale of the remaining interest in its Primient joint venture to
KPS Capital Partners for US$350 million (£277 million), which completed on 27 June 2024.
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, from
20 May 2024 the Group classified its 49.7% interest in Primient as a disposal group held for sale and a
discontinued operation. At this point the Group ceased equity accounting for the Primient joint venture.
20 May reflects the date that negotiations on substantive matters with KPS were completed. An operation
is classified as discontinued if it is a component of the Group that: (i) has been disposed of, or meets
the criteria to be classified as held for sale; and (ii) represents a separate major line of business or
geographic area of operations or will be disposed of as part of a single coordinated plan to dispose of a
separate major line of business or geographic area of operations. The Primient joint venture meets the
criteria for being a major line of business as it was a reportable segment. The results of discontinued
operations are presented separately from those of continuing operations.
Accordingly, the results for the year ended 31 March 2024 have been restated impacting the
consolidated income statement. Refer to Note 12 for further details on discontinued operations.
Going concern
The Directors are satisfied that the Group has adequate resources to continue to operate as a going
concern for the period to 31 March 2027 (‘the going concern period’) and that no material uncertainties
exist with respect to this assessment. In making this assessment, the Directors have considered the
Group’s balance sheet position and forecast earnings and cash flows for the period from the date of
approval of these financial statements to 31 March 2027. The business plan used to support the going
concern assessment (the ‘base case’) is derived from Board-approved forecasts together with certain
downside sensitivities. This assessment includes the impact of the transaction to acquire CP Kelco,
including the resultant material increase in debt and the increase in the net debt to EBITDA ratio required
for the covenant to 4.0 times for up to 18 months following a significant acquisition. This increased ratio
is applicable for over half of the period being assessed. Further details of the Directors’ assessment are
set out below:
At 31 March 2025, the Group has significant available liquidity, including £334 million of cash and
US$800 million (£621 million) from a committed and undrawn revolving credit facility, which matures in
2030, having been extended by a year in May 2025. There is a further one-year extension option which is
subject to lender credit approval. The earliest maturity date for any of the Group’s US Private Placement
Notes is October 2025, when US$180 million will mature. For the purpose of the going concern
assessment, this maturing debt is assumed to be repaid from cash.
The Group has only one debt covenant requirement, which is to maintain a net debt to EBITDA ratio of
not more than 4.0 times, dropping to 3.5 times in May 2026. On the covenant-testing basis this was
2.3 times at 31 March 2025.
As set out below, for a covenant breach to occur it would require a significant reduction in Group profit.
Such reduction is considered to be extremely remote.
In concluding that the going concern basis is appropriate, the Directors have modelled a number of
scenarios relating to the 2026 areas of focus outlined on page 92 as well as an additional scenario
including the impact of the imposition of tariffs together with any mitigating actions. Based on these
scenarios, the Directors then modelled the impact of a ‘worst case scenario’ to the ‘base case’ by
including the same two plausible but severe downside risks also used for the Group’s viability statement,
being: an extended shutdown of one of our large corn wet mill manufacturing facilities following
operational failure or energy shortage; and the loss of two of our largest Food & Beverage Solutions
customers. In aggregate, such ‘worst case scenarios’ did not result in any material uncertainty to the
Group’s going concern assessment and the resultant position still had significant headroom above the
Group’s debt covenant requirement. The Directors have also calculated a ‘reverse stress test’ which
represents the changes that would be required to the ‘base case’ in order to breach the Group’s debt
covenant. Such ‘reverse stress test’ showed that the forecast Group profit would have to reduce
significantly in order to cause a breach and the likelihood of this is considered to be extremely remote.
Accordingly, the Directors have concluded that there are no material uncertainties with respect to going
concern and have adopted the going concern basis in preparing the consolidated financial information
of the Group as at 31 March 2025.
Climate change considerations
In preparing the consolidated financial statements, the Directors have considered the impact of climate
change, particularly in the context of the risks identified in the TCFD disclosures set out on pages 74
to 79 and our sustainability targets. Climate change-related considerations made in respect of the
financial statements relate principally to (i) the impact of climate change on the going concern
assessment and viability assessment, (ii) the impact of climate change on the cash flow forecasts used in
the impairment assessment of non-current assets including goodwill for the Group’s cash-generating
units, and (iii) the impact on the share-based payment charge for the year as a result of the performance
against certain purpose and sustainability targets.
152
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
1. Basis of preparation continued
Basis of accounting continued
Climate change considerations continued
These climate change considerations are not considered to be areas of significant judgement or sources
of estimation uncertainty in the current year. These considerations are also not expected to have a
significant impact on the Group’s going concern assessment to 31 March 2027.
The Directors considered further whether any reduction of the useful lives of assets as a result of
climate-related matters, which would have a direct impact on the amount of depreciation recognised
each year from the date of reassessment, could have a significant impact on the financial statements.
The Directors concluded that the impact of the Group’s decarbonisation commitments does not have a
material impact on the results for the year.
In view of the evolving risks associated with climate change, the Directors will regularly assess these risks
against judgements and estimates made in preparation of the Group’s financial statements.
Foreign currency
The consolidated financial statements are presented in pound sterling, which is also the Company’s
functional currency. Where changes in constant currency are presented, they are calculated by
retranslating current year results at prior year exchange rates. Calculations of changes in constant
currency have been included in ‘Additional information’ within this document.
Accounting standards adopted during the year
In the current year the Group has adopted, with effect from 1 April 2024, the following new accounting
standards and amendments:
Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7. The amendments clarify the
characteristics of supplier finance arrangements and introduce additional disclosure requirements in
relation to such arrangements. The Group has provided most of the required disclosures in prior years.
As a result of adoption of these amendments, the Group has provided all additional required disclosures
concerning its supplier finance arrangements. Refer to Note 30 for details.
In addition, the adoption of the following amendments from 1 April 2024 had no material effect on the
Group’s financial statements:
 Classification of Liabilities as Current and Non-Current – Amendments to IAS 1;
 Lease Liability in a Sale and Leaseback – Amendments to IFRS 16; and
 Non-current liabilities with Covenants – Amendments to IAS 1.
Accounting standards issued but not yet adopted
On 9 April 2024, IFRS 18 Presentation and Disclosure in Financial Statements was issued. which will be
effective for reporting periods beginning on or after 1 January 2027 and is therefore effective for the
Group from 1 April 2027 onwards. This new standard sets out revised requirements on presentation
within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure
of management-defined performance measures and includes new requirements for aggregation and
disaggregation of financial information based on the identified ‘roles’ of the primary financial statements
and the notes. In addition, there are consequential amendments to other accounting standards. An
impact assessment on this new standard is currently being performed. IFRS 18 will apply retrospectively.
No other new standards, new interpretations or amendments to standards or interpretations have been
published which are expected to have a material impact on the Group’s financial statements.
Alternative performance measures
The Group also presents alternative performance measures, including adjusted earnings before interest,
tax, depreciation and amortisation (‘adjusted EBITDA’), adjusted profit before tax, adjusted earnings per
share, free cash flow, net debt to EBITDA and return on capital employed. These measures are used
for internal performance analysis and incentive compensation arrangements for employees. They are
presented because they provide investors with additional information about the performance of the
business which the Directors consider to be valuable. Reconciliations of the alternative performance
measures to the most directly comparable UK-Adopted International Accounting Standards measures
are presented in Note 4.
Alternative performance measures reported by the Group are not defined terms under UK-Adopted
International Accounting Standards and may therefore not be comparable with similarly titled measures
reported by other companies.
2. Significant judgements and estimates
In preparing these consolidated financial statements, management has made judgements and used
estimates and assumptions in establishing the reported amounts of assets, liabilities, income and
expense under the Group’s accounting policies. Judgements are based on the best evidence available to
management. Estimates are based on factors including historical experience and expectations of future
events, corroborated with external information where possible. Judgements and estimates and their
underlying assumptions are reviewed and updated on an ongoing basis, with any revisions being
recognised prospectively.
153
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2. Significant judgements and estimates continued
However, given the inherent uncertainty of such estimates, the actual results might differ significantly
from the anticipated ones. Information about the accounting estimates and judgements made in
applying these accounting policies that have the most significant effect on the amounts recognised
in the consolidated financial statements are set out below.
Taxation (Note 11)
Key sources of estimation uncertainty
The Group’s current and deferred tax balances are subject to estimation uncertainty, which could also
impact the effective tax rate in the next financial year.
The specific source of estimation uncertainty is as follows:
Resolution of uncertain tax provisions: at 31 March 2025, the Group has recorded current tax liabilities
of £75 million (2024 – £52 million) for uncertain tax positions. Such provisions arise because the
Group operates in an international tax environment and is subjected to periodic tax examination
and uncertainties in a number of jurisdictions. Such examination can include, inter alia, transfer pricing
arrangements relating to the Group’s operating activities, historical reorganisations and the deductibility
of interest on certain intra-group borrowing arrangements. The issues involved are complicated and may
take a number of years to resolve. £20 million of the increase in the year relates to uncertain tax
provisions linked to CP Kelco following its acquisition during the year. Tax liabilities, if required, have
been estimated based on one of two methods, the expected value method (the sum of the probability
weighted amounts in a range of possible outcomes) or the single most likely amount method, depending
on which is expected to better predict the resolution of the uncertainty. These accounting estimates
considered the status of the unresolved matter, the relevant legislation, advice from in-house specialists,
opinions of professional firms and past experience and precedents set by the particular tax authority.
Of the £75 million total of uncertain tax positions held at 31 March 2025, between zero and £11 million of
the balance could be resolved in the year ending 31 March 2026. Such resolution could be favourable or
unfavourable. Of the £52 million balance at 31 March 2024, £9 million met the criteria for being released
in the year ended 31 March 2025. This compares to the range of possible outcomes coming into the year
for potential releases of provisions of between zero and £9 million.
Retirement benefit plans (Note 31)
At 31 March 2025, the present value of the benefit obligations of the plans was £1,021 million (2024 –
£1,100 million). The present value of the benefit obligations is based on key assumptions including
actuarial estimates of the future benefits that will be payable to the members of the plans. Changes to
key assumptions could have a material impact on the reported amounts and, as a result, represent a
significant accounting estimate.
Key sources of estimation uncertainty
The present value of the benefit obligations is most sensitive to the discount rate applied to the benefit
obligations, assumed life expectancies, and expected future inflation rates. Sensitivity analysis is
included in Note 31.
Whilst assumptions are established on a consistent basis reflecting advice from qualified actuaries,
using published indices and other actuarial data, management must apply judgement in selecting the
most appropriate value from within an acceptable range.
Changes in the assumptions used in determining the present value of the benefit obligations will have
an impact on the Group’s income statement through their effect on the service cost and the interest
on the net deficit or surplus in the plans. However, most of the impact of such changes, together with
fluctuations in the actual return on the plan assets, will be reflected in other comprehensive income.
Quantum impairment assessment of non-current assets (Notes 19 and 20)
Property, plant and equipment and intangible assets are reviewed for impairment whenever any events
or changes in circumstances indicate that their carrying amounts may not be recoverable. If such an
indication exists, then the recoverable amount of the asset is estimated. In addition, goodwill is tested for
impairment annually.
Asset impairments have the potential to significantly impact operating profit. Determining whether assets
are impaired requires the estimation of the recoverable amount. An asset is impaired to the extent that its
carrying amount exceeds its recoverable amount. An asset’s recoverable amount represents the higher
of the benefit which the entity expects to derive from the asset over its life, discounted to present value
(value in use) and the net price for which the entity can sell the asset in the open market (fair value less
costs of disposal). This calculation is usually based on projecting future cash flows over a five-year
period and using a terminal value to incorporate expectations of growth thereafter. The discount rate
used for the calculation reflects the risks specific to the asset or groups of assets tested.
Key sources of estimation uncertainty
For the Quantum cash-generating unit, whilst management concluded, based on the fair value less cost
of disposal model used, that no impairment is required, management did note that the impairment test
in respect of Quantum goodwill was sensitive to changes in the key assumptions. At 31 March 2025,
the headroom represents 20% of the carrying value of the cash-generating unit. Quantum’s fair value
less cost of disposal calculation is most sensitive to the following key estimates: future volume growth
assumptions whilst maintaining consistent profit margins, discount rate and terminal growth rate.
A reasonable possible change in any of these key assumptions could lead to an impairment loss in
the coming year. Refer to Note 19 for the sensitivity analysis of these key assumptions to fully erode the
remaining headroom.
154
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2. Significant judgements and estimates continued
Purchase price accounting in relation to acquisition of CP Kelco (Note 35)
Key source of estimation uncertainty
On 15 November the Group completed the acquisition of 100% of the equity of CP Kelco, a leading
provider of pectin, speciality gums and other nature-based ingredients for a total consideration of
US$1,830 million (£1,448 million). The purchase price was allocated to the assets acquired and liabilities
assumed based on their respective fair values in accordance with IFRS 3 Business Combinations.
The Directors have determined that there are significant estimates used with respect to the valuation of
the assets acquired. To support the fair value the Group obtained specialist advice to both calculate the
fair value and benchmark the resulting valuations within the industry sector. In accordance with IFRS 3
Business Combinations, the Group has 12 months following the acquisition to finalise its assessment of
the fair value for all identified assets and liabilities.
The valuation approach involves various judgmental assumptions, including estimates of expected
future cash flows, retention or attrition rates, and discount rates. If management had used different
assumptions or estimates, resulting in a total fair value of assets that differed from the recorded value,
this variance would be adjusted against goodwill. It would then be reflected in the income statement
through the revised carrying value of the acquired intangible assets and property, plant, and equipment
over their useful lives.
In this transaction, acquired intangible assets (excluding goodwill) were recognised at a total of
£221 million. With a weighted average useful economic life of 12 years, a 10% variance in the fair value
of these intangible assets would result in an annual impact of +/- £2 million on the income statement.
The fair value adjustment for property, plant, and equipment amounted to £274 million. Considering a
weighted average useful economic life of 18 years (excluding land, which has an indefinite life), a 10%
variance in the fair value of property, plant, and equipment recognised would lead to an annual impact
of +/- £1 million on the income statement.
Exceptional items (Note 8)
Key source of judgement
The Directors have determined that there is a significant accounting judgement with respect to the
classification of items as exceptional. Exceptional items comprise items of income, expense and cash
flow, including tax items that: are material in amount; and are outside the normal course of business
or relate to events which do not frequently recur, and therefore merit separate disclosure in order to
provide a better understanding of the Group’s underlying financial performance. Examples of events
that give rise to the disclosure of material items of income, expense and cash flow as exceptional items
include, but are not limited to: significant impairment events; significant business transformation
activities; disposals of operations or significant individual assets; litigation claims by or against the
Group; and restructuring of components of the Group’s operations.
For tax items to be treated as exceptional, amounts must be material and their treatment as exceptional
enable a better understanding of the Group’s underlying financial performance.
Exceptional items in the Group’s financial statements are classified on a consistent basis across
accounting periods.
Accounting for the Group’s investment in Primient (Note 22)
Key source of judgement
The Directors have determined that there is a significant accounting judgement with respect to the
Group’s accounting for its 49.7% interest in the Primient business. Prior to classification as held for sale
on 20 May 2024 and completion of the sale of its entire share in the Primient business, the Group equity
accounted for this interest as a joint venture.
Such accounting is appropriate because the Group did not have unilateral control over Primient.
Instead, important operational decisions were decided by a majority vote by the Primient board (KPS
has the right to appoint four directors and the Group has the right to appoint two) with more significant
strategic matters requiring unanimous agreement of both shareholders. Whilst some of these strategic
matters requiring unanimous consent were protective in nature, for other matters (e.g. approval of the
capital expenditure plan) the thresholds set were sufficiently low for these to be considered operational
in nature. In addition, the Group and Primient entered into certain long-term agreements, principally
relating to the supply of product between one another; such agreements do not afford either party rights
that are indicative of unilateral control.
As a result, decisions about relevant activities were principally reserved for the two shareholders and
could not be decided upon unilaterally by either shareholder. Therefore, the Group’s interest in Primient
met the definition of a joint venture.
155
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
3. Key accounting policies
The consolidated financial statements have been prepared under the historical cost convention,
modified in respect of the revaluation to fair value of certain investments in equities, derivative financial
instruments, contingent consideration and assets held by defined benefit pension plans.
Descriptions and specific accounting policy information on how the Group has applied the requirements
of UK-Adopted International Accounting Standards are included throughout the notes to these
financial statements.
Key accounting policies, where information can be found in the applicable note, include:
 Revenue recognition (Note 5)
 Income taxes (Note 11)
 Discontinued operations (Note 12)
 Goodwill and other intangible assets (Note 19)
 Property, plant and equipment (Note 20)
 Leases (Note 21)
 Foreign currency translation of subsidiaries (Note 24)
 Financial instruments (Notes 17, 18, 25, 26 and 29)
 Retirement benefit obligations (Note 31)
 Share-based payments (Note 32)
 Acquisitions (Note 35)
4. Reconciliation of alternative performance measures
Income statement measures
For the reasons set out in Note 1, the Group also discloses alternative performance measures including
adjusted EBITDA, adjusted profit before tax and adjusted earnings per share.
For the years presented, alternative performance measures exclude, where relevant:
 exceptional items: excluded as they are material in amount; and are outside the normal course of
business or relate to events which do not frequently recur, and therefore merit separate disclosure
in order to provide a better understanding of the Group’s underlying financial performance;
 M&A costs (see below); and
 tax on the above items and tax items that themselves meet these definitions. For tax items to be treated
as exceptional, amounts must be material and their treatment as exceptional enable a better
understanding of the Group’s underlying financial performance.
Note also that the Group’s adjusted profit before tax excludes its share of any of the above items relating
to the Primient joint venture.
M&A costs are excluded as follows:
 amortisation of acquired intangible assets: costs associated with amounts recognised through
acquisition accounting that impact earnings compared to organic investments;
 amortisation of other fair value adjustments on acquisition: costs associated with uplifts in asset
valuations recognised through acquisition accounting that impact earnings compared to organic
investments; and
 other M&A activity-related items: incremental costs associated with completing a transaction which
include advisory, legal, accounting, valuation and other professional or consulting services as well
as acquisition-related remuneration and directly attributable integration costs incurred in the first
12 months of the acquisition.
156
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
4. Reconciliation of alternative performance measures continued
Income statement measures continued
The following table shows the reconciliation of the key income statement alternative performance
measures to the most directly comparable measures reported in accordance with UK-Adopted
International Accounting Standards:

|  |  |  |  |  | Restated*
|  |  | Year ended 31 March 2025 |  |  | Year ended 31 March 2024
Continuing operations |  | Adjusting | Adjusted |  | Adjusting | Adjusted
£m unless otherwise stated | Reported | items | reported | Reported | items | reported
Revenue | 1 736 | – | 1 736 | 1 647 | – | 1 647
EBITDA | 234 | 147 | 381 | 301 | 27 | 328
Depreciation 1 | (86) | 6 | (80) | (58) | 1 | (57)
Amortisation | (42) | 29 | (13) | (36) | 23 | (13)
Operating profit | 106 | 182 | 288 | 207 | 51 | 258
Net finance expense | (18) | – | (18) | (6) | – | (6)
Profit before tax | 88 | 182 | 270 | 201 | 51 | 252
Income tax expense | (43) | (18) | (61) | (41) | (13) | (54)
Profit for the year | 45 | 164 | 209 | 160 | 38 | 198
Basic earnings per share (pence) | 11.8p | – | – | 40.5p | – | –
Diluted earnings per share (pence) | 11.6p | 38.7p | 50.3p | 39.8p | 9.3p | 49.1p
Effective tax rate expense (%) | 48.4% |  | 22.6% | 19.9% |  | 21.1%

* Restated for discontinued operations. See Notes 1 and 12.
1 Depreciation includes £5 million (2024 – £nil) related to the CP Kelco acquisition fair value adjustments which is excluded from adjusted
operating profit. In addition, depreciation includes £1 million (2024 – £1 million) related to the Quantum acquisition fair value
adjustments.
The following table shows the reconciliation of the adjusting items impacting adjusted profit for the year:

|  |  | Year ended 31 March
|  |  | Restated*
|  | 2025 | 2024
Continuing operations | Notes | £m | £m
Exceptional costs included in operating profit | 8 | 96 | 24
M&A costs |  | 86 | 27
Total excluded from adjusted profit before tax |  | 182 | 51
Tax credit on adjusting items | 11 | (23) | (13)
Exceptional tax charge | 11 | 5 |
Total excluded from adjusted profit for the year |  | 164 | 38

* Restated for discontinued operations. See Notes 1 and 12.
The following table shows the M&A costs excluded from adjusted profit for the year:

|  | Year ended 31 March |
|  | 2025 | 2024
Continuing operations | Notes | £m | £m
Depreciation of acquired tangible assets 1 |  | 6 | 1
Amortisation of acquired intangible assets | 19 | 29 | 23
Unwind of fair value adjustments |  | 14 | 1
Other M&A activity-related items | 8 | 37 | 2
Total M&A costs |  | 86 | 27

1 Depreciation of acquired tangible assets includes depreciation of £5 million related to CP Kelco and £1 million (2024 – £1 million) related
to Quantum.
Cash flow measure
The Group also presents an alternative cash flow measure, ‘free cash flow’, which is defined as cash
generated from total operations, after net interest and tax paid, after capital expenditure and excluding
the impact of exceptional items.
Net capital expenditure is the net impact of the purchase and sale of property, plant and equipment,
intangible assets and certain equity investments, ie capital expenditure is measured on a net basis
(net cash received/paid) for the purpose of the free cash flow definition.
Tax paid refers to tax paid for the Group’s operations excluding any tax paid for its share of the Primient
joint venture’s results. Prior to the joint venture’s disposal, the Group received specific dividends from
Primient in order to settle such tax liabilities. As all dividends received are excluded from free cash flow,
it is appropriate to exclude tax paid out of the receipt of these dividends.
The following table shows the reconciliation of free cash flow relating to continuing operations:

|  | Year ended 31 March
| 2025 | 2024
Continuing operations | £m | £m
Adjusted operating profit from continuing operations | 288 | 258
Adjusted for: |  |
Adjusted depreciation and adjusted amortisation 1 | 93 | 70
Share-based payments charge | 12 | 13
Other non-cash movements | (5) | (4)
Changes in working capital | 8 | 7
Net retirement benefit obligations | (7) | (7)
Net capital expenditure | (121) | (110)
Net interest and tax paid 2 | (78) | (57)
Free cash flow from continuing operations | 190 | 170

1 Total depreciation of £86 million (2024 – £58 million) less £6 million of depreciation related to acquisition fair value adjustments
(2024 – £1 million) and amortisation of £42 million (2024– £36 million) less £29 million (2024 – £23 million) of amortisation of acquired
intangible assets.
2 Net interest and tax paid excludes tax payments of £50 million (2024– £24 million) relating to the Group’s share of Primient’s tax
including the exceptional tax on the gain on disposal of Primient of £45 million (2024 – £12 million).
157
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
4. Reconciliation of alternative performance measures continued
Cash flow measure continued
The following table shows the reconciliation of free cash flow to net cash generated from operating
cash flows:

|  |  | Year ended 31 March
|  | 2025 | 2024
Continuing operations | Note | £m | £m
Free cash flow from continuing operations |  | 190 | 170
Adjusted for: |  |  |
Less: exceptional cash flows | 8 | (31) | (27)
Less: other M&A activity-related cash flows | 8 | (45) | (2)
Less: tax payments relating to Primient and gain on disposal |  | (50) | (24)
Less: interest received |  | (21) | (19)
Add: net capital expenditure |  | 121 | 110
Net cash generated from operating activities – total operations |  | 164 | 208

Financial strength measures
The Group uses two financial metrics as key performance measures to assess its financial strength.
These are the net debt to EBITDA ratio, and the return on capital employed ratio.
For the purposes of KPI reporting, the Group uses a simplified calculation of these KPIs to make them
more directly related to information in the Group’s financial statements. The net debt to EBITDA ratio
using the calculation methodology prescribed for financial covenants on the Group’s borrowing facilities
is shown in Note 30.
All ratios are calculated based on unrounded figures in £ million. For the year ended 31 March 2025
the calculation assumes a full year of CP Kelco ownership. As such the EBITDA used in the net debt to
EBITDA ratio will not reconcile to the statutory income statement.
The net debt to EBITDA ratio is as follows:

|  |  | At 31 March
|  | 2025 | 2024
Continuing operations | Note | £m | £m
Calculation of net debt to EBITDA ratio |  |  |
Net debt | 28 | 961 | 153
Adjusted operating profit |  | 288 | 258
Add back adjusted depreciation and adjusted amortisation |  | 93 | 70
EBITDA |  | 381 | 328
Add: CP Kelco adjusted EBITDA for the period in the financial year before Group ownership |  | 65 | –
EBITDA for full year of CP Kelco ownership |  | 446 | –
Net debt to EBITDA ratio (times) |  | 2.2 | 0.5

Return on capital employed (ROCE) is a measure of the return generated on capital invested by the
Group. The measure encourages compounding reinvestment within business and discipline around
acquisitions; as such it provides a guard rail for long-term value creation. ROCE is a component of the
Group’s five-year performance ambition to 31 March 2028 and is used in incentive compensation.
ROCE is calculated as underlying operating profit excluding exceptional items and M&A-related costs,
divided by the average invested operating capital (calculated as the average for each month of goodwill,
intangible assets, property, plant and equipment, working capital, provisions and non-debt related
derivatives). As such the average invested operating capital is derived from the management balance
sheet and does not reconcile directly to the statutory balance sheet. All elements of average invested
operating capital are calculated in accordance with IFRS.

|  | At 31 March
| 2025 | 2024
| £m | £m
Calculation ROCE |  |
Adjusted operating profit – continuing operations | 288 | 258
Deduct amortisation on acquired intangible assets, depreciation on acquired tangible |  |
assets and other fair value adjustments | (49) | (25)
Profit before interest, tax, other M&A activity-related items and exceptional items for ROCE | 239 | 233
Average invested operating capital | 1 872 | 1 343
ROCE % | 12.8% | 17.4%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
158
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
5. Segment information and disaggregation of revenue
Revenue recognition
Revenue from contracts with customers is recognised when control of the goods is transferred to the
customer at an amount that reflects the consideration to which the Group expects to be entitled in
exchange for those goods. The Group has generally concluded that it is the principal in its revenue
arrangements because it typically controls the goods before transferring them to the customer at a
point in time.
Discounts mainly comprise volume-driven rebates. Revenue from these sales is recognised based
on the price specified in the contract, net of the estimated volume discounts. A liability is recognised
for expected volume discounts payable to customers in relation to sales made until the end of the
reporting period. The amount recognised as refund liabilities for volume rebates at 31 March 2025 was
£9 million (2024 – £5 million).
There is no material element of financing in sales which are made with credit terms in general
between 30 and 60 days, which is consistent with market practice. The Group makes use of certain
supply-chain financing arrangements with a number of its customers, mainly in North America – and
such arrangements include a financing element, which is deducted from revenue. During the year
ended 31 March 2025, £2 million (2024 – £5 million) was deducted from revenue for supply-chain
financing costs.
Segment information is presented on a basis consistent with the information presented to the Board
(the designated Chief Operating Decision Maker (CODM)) for the purposes of allocating resources
within the Group and assessing the performance of the Group’s businesses.
The Group’s core operations comprise four operating segments as follows: Food & Beverage Solutions,
Sucralose, Primary Products Europe, and CP Kelco. These operating segments are also reportable
segments. The Group does not aggregate operating segments to form reportable segments. Food &
Beverage Solutions operates in the core categories of beverages; dairy; soups, sauces and dressings;
and bakery and snacks. Sucralose, a high-intensity sweetener and a sugar reduction ingredient, is used
in various food categories and beverages. Primary Products Europe focuses principally on high-volume
sweeteners and industrial starches. The Group is executing a planned transition away from these lower
margin products in order to use the capacity to fuel growth in the Food & Beverage Solutions operating
segment. CP Kelco is a leading provider of pectin, speciality gums and other nature-based ingredients.
Whilst not part of the Group’s core operations, its 49.7% investment in the Primient joint venture has also
been an operating segment and reportable segment. In the year ended 31 March 2025, the Board
continued to view the profit performance of Primient, which consists of its adjusted share of profit up to
the point equity accounting ceased on classification as held for sale and excludes the gain on disposal.
Group costs including head office, treasury and insurance activities have been allocated to segments.
The allocation methodology is based on firstly attributing total selling and general administrative costs by
the support provided to each segment directly, then allocating non-directly attributed costs mainly on
the basis of segment share of Group gross profit.
Adjusted EBITDA is used as the measure of the profitability of the Group’s businesses. For the Primient
operating segment, prior to its disposal the Board used the Group’s share of adjusted profit of the
Primient joint venture up to the point equity accounting ceased as the measure of profitability of this
business. Adjusted EBITDA and the Group’s share of adjusted profit of the Primient joint venture are
therefore the measures of segment profit presented in the Group’s segment disclosures for the relevant
operating segments. The segmental classification of exceptional items is detailed in Note 8.
All revenue is from external customers.
Segment results for the year ended 31 March 2025
IFRS 8 Segment results

|  | Food & |  | Primary | Primient | Tate & Lyle | Year ended 31 March 2025 |
|  | Beverage |  | Products | Joint | before | CP |
|  | Solutions | Sucralose | Europe | Venture | acquisition 2 | Kelco | Total
Total operations |  | £m | £m | £m | £m | £m | £m | £m
Revenue |  | 1 232 | 193 | 87 | – | 1 512 | 224 | 1 736
Adjusted EBITDA 1 |  | 284 | 60 | (6) | – | 338 | 43 | 381
Adjusted EBITDA margin |  | 23.1% | 31.1% | (7.4%) | – | 22.3% | 19.2% | 21.9%
Adjusted share of profit of joint venture |  | – | – | – | 9 | 9 | – | 9
Included within statutory operating | profit 3 : |  |  |  |  |  |  |
– | cost of inventories (included in cost |  |  |  |  |  |  |
| of sales) | 540 | 64 | 68 | – | 672 | 153 | 825
– | depreciation | 44 | 8 | 4 | – | 56 | 30 | 86
– | amortisation | 33 | 1 | – | – | 34 | 8 | 42
– | share-based payments | 10 | 2 | – | – | 12 | – | 12

1 Reconciled to statutory profit for the year for continuing operations in Note 4.
2 Tate & Lyle (excluding CP Kelco) adjusted EBITDA margin at 22.3%, an increase of 200bps in constant currency.
3 Disclosure provided as either included in the measure of segment profit and loss or otherwise regularly provided to CODM.
159
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
5. Segment information and disaggregation of revenue continued
Segment results for the year ended 31 March 2024
IFRS 8 Segment results

|  | Food & |  | Primary | Primient | Year ended 31 March 2024
|  | Beverage |  | Products | Joint |
|  | Solutions | Sucralose | Europe | Venture | Total
Total operations |  | £m | £m | £m | £m | £m
Revenue |  | 1 359 | 174 | 114 | – | 1 647
Adjusted EBITDA 1 |  | 281 | 52 | (5) | – | 328
Adjusted EBITDA margin |  | 20.7% | 29.8% | (4.8%) | – | 19.9%
Adjusted share of profit of joint venture |  | – | – | – | 35 | 35
Included within statutory operating profit 2 : |  |  |  |  |  |
– | cost of inventories (included in cost of sales) | 645 | 58 | 93 | – | 796
– | depreciation | 43 | 11 | 4 | – | 58
– | amortisation | 34 | 2 | – | – | 36
– | share-based payments | 11 | 2 | – | – | 13

1 Reconciled to statutory profit for the year for continuing operations in Note 4.
2 Disclosure provided as either included in the measure of segment profit and loss or otherwise regularly provided to CODM.
Geographic disclosures
Revenue

|  | Year ended 31 March
| 2025 | 2024
Total operations | £m | £m
Food & Beverage Solutions |  |
North America | 605 | 642
Asia, Middle East, Africa and Latin America | 371 | 396
Europe | 256 | 321
Food & Beverage Solutions – total | 1 232 | 1 359
CP Kelco |  |
North America | 58 | –
Asia, Middle East, Africa and Latin America | 103 | –
Europe | 63 | –
CP Kelco – total | 224 | –
Sucralose | 193 | 174
Primary Products Europe | 87 | 114
Total | 1 736 | 1 647

Sales to customers (total operations) in the United Kingdom totalled £55 million (2024 – £66 million).
Sales to customers (total operations) in the United States totalled £680 million (2024 – £700 million).
From continuing operations no customer contributed more than 10% of the Group’s external sales
(2024 – no customer contributed more than 10%).
Location of non-current assets
The location of non-current assets, other than financial instruments (including long-term receivables),
deferred tax assets, and retirement benefits are as follows:

|  | Year ended 31 March
| 2025 | 2024
| £m | £m
United Kingdom | 23 | 26
United States | 934 | 483
Other European countries | 668 | 301
Rest of the world | 614 | 289
Non-current assets – total operations | 2 239 | 1 099

160
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
6. Operating profit
Analysis of operating expenses by nature:

|  |  |  | Year ended 31 March
|  |  | 2025 | 2024
Continuing operations |  | Notes | £m | £m
Revenue |  |  | 1 736 | 1 647
Operating expenses |  |  |  |
Cost of inventories (included in cost of sales) |  |  | 825 | 796
Staff costs (of which £142 million (2024 – £99 million) was included |  |  |  |
Depreciation of property, plant and equipment: | in cost of sales) 1 | 9 | 318 | 262
– | owned assets (of which £63 million (2024 – £43 million) was included |  |  |
| in cost of sales) |  | 70 | 48
– | leased assets (of which £nil million (2024– £1 million) was included |  |  |
| in cost of sales) | 21 | 10 | 9
– | Acquired tangible assets |  | 6 | 1
Exceptional costs |  | 8 | 96 | 24
Other M&A activity-related items | 8 | 37 | 2
Amortisation of intangible assets: |  |  |
– | acquired intangible assets | 19 | 29 | 23
– | other intangible assets | 19 | 13 | 13
Unwind of other assets acquired in a business combination |  |  | 14 | 1
Impairment of intangible assets 2 |  | 19 | – | –
Impairment of property, plant and equipment 3 |  | 20 | – | 1
Total net foreign exchange losses |  |  | 1 | –
Other operating expenses |  |  | 211 | 260
Operating expenses |  |  | 1 630 | 1 440
Operating profit |  |  | 106 | 207

1 Excludes £20 million (2024 – £11 million) of staff costs recognised in continuing exceptional items and continuing other M&A activity-
related items.
2 Excludes £4 million (2024 – £nil million) of impairment of intangible assets recognised in continuing exceptional items.
3 Excludes £32 million (2024 – £nil million) of impairment of property, plant and equipment recognised in continuing exceptional items.
The Group spend on research and development expenditure during the year was £50 million
(2024 – £44 million).
7. Auditor’s remuneration
Fees payable to the Company’s external auditor, Ernst & Young LLP, and its associates, were as follows:

|  | Year ended 31 March |
|  | 2025 | 2024
|  | £m | £m
Fees payable for the audit of the Company and consolidated financial statements |  | 2.0 | 1.3
Fees payable for other services: |  |  |
– | the audit of the Company’s subsidiaries | 2.5 | 1.8
– | audit-related assurance services | 0.1 | 0.1
– | services relating to corporate finance transactions | 0.6 | –
Total |  | 5.2 | 3.2

8. Exceptional items
Refer to Note 2 for the exceptional items accounting policy.
Exceptional (costs)/income recognised in the consolidated income statement are as follows:

|  |  | Year ended 31 March
|  |  | Restated*
|  | 2025 | 2024
Continuing operations | Footnotes | £m | £m
Income statement |  |  |
Exit from tapioca starch facility in Thailand | (a) | (59) | –
Integration costs | (b) | (24) | –
Restructuring costs | (c) | (13) | (21)
Costs associated with the separation and disposal of Primient |  | – | (4)
Stabiliser product contamination |  | – | 1
Exceptional items included in profit before tax |  | (96) | (24)
UK tax charge | (d) | (5) | –
Tax credit on exceptional items |  | 9 | 7
Exceptional items – continuing operations |  | (92) | (17)

|  |  | Year ended 31 March
|  |  | Restated*
|  | 2025 | 2024
Discontinued operations | Note | £m | £m
Income statement |  |  |
Gain on disposal of Primient joint venture | 12 | 109 | –
Exceptional items related to share of profit of joint venture |  | – | (1)
Exceptional items included in profit before tax |  | 109 | (1)
Exceptional tax (charge)/credit on gain on disposal |  | (24) | 9
Exceptional items – discontinued operations |  | 85 | 8

|  | Year ended 31 March
|  | Restated*
| 2025 | 2024
Total operations | £m | £m
Income statement |  |
Exceptional items included in profit before tax | 13 | (25)
Exceptional items – total operations | (7) | (9)

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
Set out below are the principal components of the Group’s exceptional items:
Continuing operations
(a) In the year ended 31 March 2025, the Group performed a strategic review of its tapioca starch
facility in Thailand, Chaodee Modified Starch Co., Ltd, following below-expectations performance.
As a result, the Group has decided to exit this operation. Accordingly, the Group has recognised
non-cash impairment charges of £36 million relating to non-current assets and £2 million relating
to working capital items. In addition, a restructuring provision of £21 million has been recognised to
decommission the facility.
161
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
8. Exceptional items continued
Continuing operations continued
(b) Integration costs relate to the integration of CP Kelco into the Group’s business. Costs relate to
the combination of operations and to the realisation of synergy benefits. In the year ended 31 March
2025, the Group recognised a £24 million charge including external advisor fees, project costs, IT
costs and severance costs.
(c) As part of the Group’s previously announced commitment to deliver US$150 million of productivity
savings in the five years ending 31 March 2028, in the year ended 31 March 2025 a £13 million
charge (2024 – £21 million) has been recognised related to organisational improvements to the
Food & Beverage Solutions business and activities to drive productivity savings. Included in this
amount is a £6 million charge (2024 – £4 million) for a programme of digital restructuring, relating
to establishing incremental capabilities to leverage digital technologies to improve the Group’s
end-to-end customer and employee experience, and to drive efficiency savings. Also included are
project costs.
(d) In the year ended 31 March 2025, a £5 million exceptional tax charge has been recognised.
Reflecting the increased borrowings arising from the funding of the CP Kelco acquisition, and the
associated increase in interest expense, looking forwards UK taxable income is expected to reduce.
As a result, a deferred tax asset on UK temporary differences (including UK losses) of £5 million is
no longer considered recoverable.
All exceptional items, except for those recognised by the Primient joint venture, were recognised in the
Food & Beverage Solutions reportable segment.
Exceptional costs in the comparative year related mainly to the Group’s restructuring programme and
separation and IT costs related to the Primient disposal.
Tax credits or charges on exceptional items are only recognised to the extent that gains or losses
incurred are expected to result in tax recoverable or payable in the future. The total tax impact of these
exceptional items was a tax credit of £9 million (2024 – £7 million). Refer to Note 11.
Discontinued operations
On 22 May 2024, the Group agreed the sale of the remaining interest in Primient joint venture to KPS
Capital Partners for US$350 million (£277 million), which completed on 27 June 2024. In the year
ended 31 March 2025, the Group recorded a pre-tax gain of £109 million associated with this disposal.
An exceptional tax charge of £24 million arose on this gain. Further details on the gain on disposal, the
associated tax charge, and other exceptional items included in the Group’s share of profit of the Primient
joint venture are shown in Note 12.
Cash flows from total operations
Exceptional costs recorded in operating profit in continuing operations during the year resulted in
£28 million (outflow) disclosed in exceptional operating cash flow. Exceptional costs recorded in the
prior year resulted in further cash outflows during the year of £3 million. Further details in respect of cash
flows from exceptional items are set out below:

|  |  | Year ended 31 March
|  | 2025 | 2024
Net operating cash (outflows)/inflows on exceptional items | Footnotes | £m | £m
Integration costs | (b) | (12) | –
Restructuring costs | (c) | (15) | (18)
Costs associated with the separation and disposal of Primient |  | (4) | (7)
US pension plan past service credit |  | – | (1)
Stabiliser product contamination |  | – | 1
Historical legal matters |  | – | (2)
Net cash outflows – continuing operations |  | (31) | (27)
Net cash outflows – discontinued operations |  | (45) | (12)
Net cash outflows – total operations |  | (76) | (39)

Exceptional cash flows – reconciliation to cash flow statement
The total cash adjustment relating to exceptional items presented in the cash flow statement of
£44 million (outflow) (2024 – £3 million (outflow)) reflects the net exceptional gain in profit before tax
for total operations of £13 million (2024 – net exceptional charge of £24 million) which was £44 million
higher (2024 – £3 million lower) than net cash outflows of £31 million (2024 – £27 million) set out in the
table above.
The Group also paid £45 million (2024 – £12 million, relating to the sale of the controlling stake in
April 2022) of exceptional tax on the gain on disposal of Primient (see Note 12).
Other M&A activity-related items
Other M&A activity-related items consist of the following:

|  |  | Year ended 31 March
|  | 2025 | 2024
Continuing operations | Footnotes | £m | £m
Income statement |  |  |
CP Kelco acquisition-related costs | (e) | (56) | –
Contingent consideration fair value adjustment | (f) | 19 | –
Other |  | – | (2)
Total other M&A activity-related items |  | (37) | (2)

Set out below are the principal components of the Group’s other M&A activity-related items:
(e) In the year ended 31 March 2025, the Group has recognised £56 million of deal-related costs linked
to the CP Kelco acquisition. This amount principally comprises external advisor fees including deal
support, legal, and banking fees.
(f) On acquisition of CP Kelco, the Group recognised contingent consideration of £20 million which is
classified as a financial liability and subsequently remeasured to fair value with any changes
recognised in profit or loss. In the year ended 31 March 2025, the Group recognised a £19 million
credit reflecting the decrease in the fair value of contingent consideration to £1 million. See Note 35
for further details.
Other M&A activity-related cash flows
Other M&A activity-related costs recorded in operating profit in continuing operations during the year
resulted in a cash outflow of £45 million, all related to the CP Kelco acquisition. The cash adjustment
relating to other M&A items presented in the cash flow statement of £8 million outflow reflects the net
M&A charge in profit before tax for total operations of £37 million, which was £8 million lower than net
cash outflows of £45 million.
162
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
8. Exceptional items continued
Other M&A activity-related cash flows continued

|  |  | Year ended 31 March
|  | 2025 | 2024
Net operating cash (outflows)/inflows on M&A | Footnotes | £m | £m
CP Kelco acquisition-related costs | (e) | (45) | –
Other |  | – | (2)
Net cash outflows – continuing operations |  | (45) | (2)

9. Staff costs
Staff costs were as follows:

|  |  | Year ended 31 March
|  | 2025 | 2024
Continuing operations |  | £m | £m
Wages and salaries |  | 283 | 220
Social security costs |  | 30 | 27
Retirement benefit costs: |  |  |
– | defined contribution schemes | 13 | 13
Share-based payments |  | 12 | 13
Staff costs – continuing operations |  | 338 | 273

The average number of people employed by the Company and its subsidiaries, including part-time
employees, is set out below:

|  | Year ended 31 March
By operating segment | 2025 | 2024
Food & Beverage Solutions 1 | 3 154 | 3 316
CP Kelco | 643 | –
Sucralose 1 | 115 | 115
Primary Products Europe 2 | – | –
Total | 3 912 | 3 431

1 The Food & Beverage Solutions and Sucralose segments operate with a single commercial team. It is not practicable to split this team
between the two segments, and therefore the entire headcount of the commercial team has been included within the Food & Beverage
Solutions segment.
2 The Primary Products Europe segment does not have any dedicated employees. The Global Operations employees in European plants
are used for production in both the Food & Beverage Solutions and Primary Products Europe segments. It is not practicable to split this
team between the two segments, and therefore this entire headcount has been included within the Food & Beverage Solutions segment.
At 31 March 2025, the Group employed 4,971 people (2024 – 3,318 people).
Key management compensation

|  | Year ended 31 March
| 2025 | 2024
| £m | £m
Salaries and short-term employee benefits | 7 | 7
Retirement benefits | 1 | 1
Share-based payments | 8 | 7
Total | 16 | 15

Key management is represented by the Executive Committee and the Company’s Directors.
Remuneration details of the Company’s Directors are given in the Directors’ Remuneration Report
on pages 112 to 134. Members of the Executive Committee are identified on pages 85 and 86.
The aggregate gains made by key management on the exercise of share options were £6 million
(2024 – £7 million). During the year a one-year loan was made to a member of key management of
which £0.7 million was outstanding at 31 March 2025. No interest was charged. No other related party
transactions with close family members of the Group’s key management occurred in the current or
prior year.
10. Finance income and expense

|  |  | Year ended 31 March
|  | 2025 | 2024
Continuing operations | Notes | £m | £m
Interest payable on bank and other borrowings |  | (33) | (20)
Lease interest | 21 | (2) | (2)
Net retirement benefit interest | 31 | (3) | (3)
Finance expense |  | (38) | (25)
Finance income – income on cash balances |  | 20 | 19
Net finance expense |  | (18) | (6)

11. Income taxes
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised
in the consolidated income statement except to the extent that it relates to items recognised directly
in equity and other comprehensive income.
Current tax is the amount of tax expected to be payable or receivable on the taxable profit or
loss for the current period. This amount is amended for adjustments in respect of prior periods.
Current tax is calculated using tax rates that have been written into law (‘enacted’) or irrevocably
announced/committed by the respective government (‘substantively enacted’) at the period-end date.
Income tax in the consolidated income statement will differ from the income tax paid in the
consolidated cash flow statement primarily because of deferred tax arising on temporary differences
and payment dates for income tax occurring after the balance sheet date.
Deferred tax is provided based on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred
tax is calculated using the enacted or substantively enacted rates that are expected to apply when
the asset is realised, or the liability is settled. A deferred tax asset is recognised only to the extent
that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit
will be realised.
Current and deferred tax receivable (assets) and payable (liabilities) are offset only when there is a
legal right to settle them net and the Group intends to do so. This is generally true when the taxes are
levied by the same tax authority.
Refer to Note 2 for key sources of estimation uncertainty relating to income taxes.
163
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
11. Income taxes continued
Analysis of charge for the year

|  | Year ended 31 March
|  | Restated*
| 2025 | 2024
Continuing operations | £m | £m
Current tax |  |
United Kingdom | – | (5)
Overseas | (53) | (58)
Tax credit on exceptional items | 8 | 7
Credit in respect of previous financial years | 9 | 2
| (36) | (54)
Deferred tax |  |
(Charge)/credit for the year | (1) | 9
(Charge)/credit in respect of previous financial years | (2) | 4
Tax credit on exceptional items | 1 | –
UK exceptional tax charge | (5) | –
Income tax expense | (43) | (41)
Statutory effective tax rate (%) | 48.4% | 19.9%

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
Reconciliation to adjusted income tax expense

|  |  | Year ended 31 March
|  |  | Restated*
|  | 2025 | 2024
Continuing operations | Note | £m | £m
Income tax expense |  | (43) | (41)
Add back the impact of: |  |  |
Tax credit on exceptional items |  | (9) | (7)
Tax credit on other M&A activity-related items |  | (2) | –
Tax credit on amortisation of acquired intangibles |  | (7) | (6)
Tax credit on acquired depreciation |  | (1) | –
Tax credit on other fair value adjustments |  | (4) | –
UK exceptional tax charge |  | 5 | –
Adjusted income tax expense | 4 | (61) | (54)
Adjusted effective tax rate (%) |  | 22.6% | 21.1%

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
At 31 March 2025, the carrying value of current tax assets totalled £7 million (2024 – £3 million) and the
carrying value of the current tax liabilities totalled £44 million (2024 – £47 million).
The Group’s current and deferred tax balances are subject to estimation uncertainty, which could also
impact the effective tax rate in the next financial year. The specific sources of estimation uncertainty
related to income taxes are disclosed in Note 2.
In addition to these specific sources of estimation uncertainty, the tax rate for this year has been
impacted by the tax on exceptional items and its impact on the Group’s geographical mix of profits.
Pillar Two legislation has been enacted or substantially enacted in certain jurisdictions in which
the Group operates. The legislation is effective for the Group’s financial year beginning 1 April 2024.
The Group has applied the exception to not recognise any deferred tax relating to top-up tax arising from
the Pillar Two legislation. Therefore, the Group has performed an assessment of its exposure to Pillar Two
income taxes and concluded that the Pillar Two effective tax rates in most of the jurisdictions in which
the Group operates are above 15%. There is a limited number of jurisdictions where the transitional safe
harbour relief does not apply and the Pillar Two effective tax rate is close to 15%. However, this results in
an immaterial exposure to Pillar Two income taxes in those jurisdictions. Consequently, no tax provision
has been made in the accounts in respect of Pillar Two.
Reconciliation of the effective tax rate
As the Group’s head office and Parent Company are domiciled in the UK, the Group uses the UK
corporation tax rate to reference its effective tax rate, notwithstanding that only a small proportion of the
Group’s business is in the UK. The tax on the Group’s profit before tax differs from the standard rate of
corporation tax in the UK as follows:

|  |  | Year ended 31 March
|  |  | Restated*
|  | 2025 | 2024
Total operations |  | £m | £m
Profit before tax – continuing operations |  | 88 | 201
Profit before tax – discontinued operations |  | 117 | 25
Profit before tax – total operations |  | 205 | 226
Corporation tax charge thereon at 25% (2024 – 25%) |  | (51) | (56)
Adjusted for the effects of: |  |  |
– | non-deductible income and other permanent items | (24) | (8)
– | adjustments in respect of previous financial year 1 | 11 | 15
– | losses and tax credits now treated as being recoverable in future periods 2 | 2 | 7
– | losses and tax credits not currently treated as being recoverable in future periods 3 | (10) | –
– | changes in tax rates | 1 | –
– | UK exceptional tax charge 4 | (5) | –
– | tax rates below the UK rate applied on overseas earnings 5 | 11 | 4
At the effective tax rate of 31.7% (2024 – 16.8%) |  | (65) | (38)
Income tax expense reported in the consolidated income statement |  | (43) | (41)
Income tax (expense)/credit attributable to discontinued operations |  | (22) | 3
Total tax charge |  | (65) | (38)

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
1 Adjustments in respect of prior years reflect the movement in relation to the closure of outstanding tax audits, corrections to submitted
tax computations and the movement of uncertain tax positions.
2 Where the Group now reasonably believes it is able to recover losses not previously expected to be recovered against future taxable
profits, these losses are recognised. This has the effect of decreasing the Group’s overall effective tax rate.
3 The Group incurs expenses in jurisdictions where it does not currently expect to be able to recover these amounts against future taxable
profits. This has the effect of increasing the Group’s overall effective tax rate.
4 As a result of the CP Kelco acquisition, and the associated increase in funding interest expense, looking forwards UK taxable income is
expected to reduce. Therefore, a deferred tax asset on UK temporary differences (including UK losses) of £5 million is no longer
considered recoverable.
5 The Group is subject to tax rates in the jurisdictions in which it operates which can be above or below the UK corporation tax rate (the
Group’s reference rate). In the year ended 31 March 2025, the impact of tax credits in the US and reduced state taxes resulted in a
favourable impact in this category.
164
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
11. Income taxes continued
Analysis of exceptional and other adjusting tax items
An analysis of tax charged or credited on adjusting items and exceptional tax items within continuing
operations is set out below:

|  |  |  |  | Restated*
|  |  | Year ended 31 March 2025 |  | Year ended 31 March 2024
|  |  |  |  | Tax credit/
|  | Pre-tax | Tax credit | Pre-tax | (charge)
Continuing operations | Notes | £m | £m | £m | £m
Exceptional items |  |  |  |  |
Closure of tapioca starch facility | 8 | (59) | 1 | – | –
Integration costs | 8 | (24) | 5 | – | –
Restructuring costs | 8 | (13) | 3 | (21) | 5
Costs associated with the separation and disposal |  |  |  |  |
of Primient | 8 | – | – | (4) | 2
Stabiliser product contamination | 8 | – | – | 1 | –
Exceptional items included in profit before tax |  | (96) | 9 | (24) | 7
UK tax charge |  | – | (5) | – | –
Exceptional tax items |  | – | (5) | – | –
Amortisation of acquired intangible assets |  | (29) | 7 | (23) | 6
Depreciation of acquired tangible assets |  | (6) | 1 | (1) | –
Unwind of fair value adjustments |  | (14) | 4 | (1) | –
Other M&A activity-related items |  | (37) | 2 | (2) | –
Total adjusting items – continuing operations | 4 | (182) | 18 | (51) | 13
Discontinued operations |  |  |  |  |
Gain on disposal of Primient | 8, 12 | 109 | (24) | – | 9
Group share of exceptional items recognised by joint venture | 12 | – | – | (1) | –
Amortisation of Primient acquired intangibles |  |  |  |  |
and other fair value adjustments | 12 | (1) | – | (9) | 2
Exceptional items – discontinued operations |  | 108 | (24) | (10) | 11
Total adjusting items – total operations |  | (74) | (6) | (61) | 24

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
Deferred tax
The movements in deferred tax assets and liabilities during the year were as follows:
1 Other deferred tax items include temporary differences arising from accounting provisions where the timing of the tax deduction is
different from the timing of accounting recognition, and business combinations. The ‘acquisition of business’ Other value of £59 million
relates principally to £65 million of deferred tax liability recognised on acquired intangible assets.

|  |  | Capital |  |  |  |  |
|  |  | allowances | Retirement | Share- |  |  |
|  |  | in excess of | benefit | based | Tax |  |
|  | Investments | depreciation | obligations | payments | losses | Other 1 | Total
|  | £m | £m | £m | £m | £m | £m | £m
At 1 April 2023 |  | (50) | (21) | 19 | 7 | 15 | 13 | (17)
Credited/(charged) to | the income statement |  |  |  |  |  |  |
– | underlying | 9 | 4 | – | 2 | 2 | 8 | 25
– | exceptional items | (1) | – | – | – | – | – | (1)
– | exceptional items – |  |  |  |  |  |  |
| disposal of Primient | 6 | – | – | – | – | – | 6
(Charged)/credited to | other comprehensive |  |  |  |  |  |  |
| income | (1) | – | (4) | – | – | 1 | (4)
Charged directly to Currency translation | equity | – | – | – | (1) | – | (1) | (2)
| differences | 2 | 1 | (1) | (1) | – | 1 | 2
At 31 March 2024 | (35) | (16) | 14 | 7 | 17 | 22 | 9
Credited/(charged) to | the income statement |  |  |  |  |  |  |
– | underlying | 7 | 1 | (1) | (2) | (5) | 2 | 2
– | exceptional items | – | – | – | – | – | 1 | 1
– | exceptional items – |  |  |  |  |  |  |
| disposal of Primient | 28 | – | – | – | (7) | – | 21
– | UK exceptional tax | – | – | – | (3) | (2) | – | (5)
Charged to other | comprehensive |  |  |  |  |  |  |
| income | – | – | (2) | – | – | (1) | (3)
Charged directly | to equity | – | – | – | – | – | (1) | (1)
Acquisition of business | – | (140) | 3 | – | 3 | (59) | (193)
Currency translation | differences | – | 3 | – | – | (1) | 2 | 4
At 31 March 2025 |  | – | (152) | 14 | 2 | 5 | (34) | (165)

165
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
11. Income taxes continued
Deferred tax continued
Deferred tax assets and liabilities are offset where there is a legally enforceable right of offset and
there is an intention to net settle the balances. After taking these offsets into account, the net position
of £165 million liability (2024 – £9 million asset) is presented as a £36 million deferred tax asset
(2024 – £28 million asset) and a £201 million deferred tax liability (2024 – £19 million liability) in the
Group’s statement of financial position.
Unrecognised deferred tax asset/liabilities
No deferred tax assets have been recognised in respect of deductible temporary differences and losses
of £1,010 million (2024 – £931 million) as there is uncertainty as to whether taxable profits against which
these assets may be recovered, will be available. The majority of these assets are in relation to tax losses.
In the year ended 31 March 2025, no tax losses expired (2024 – £nil). Tax losses amounting to £24 million
(2024 – £14 million) will expire within five years. The remaining tax losses have no expiry date.
A deferred tax liability of £7 million (2024 – £6 million) has not been recognised in respect of taxable
temporary differences associated with investments in subsidiaries as there is control over the timing of
the reversal of the temporary differences and it is probable that the temporary differences will not
reverse in the foreseeable future.
Changes in tax rates/tax law
There have been no changes in UK tax rates. The UK’s main corporation tax rate is 25% (2024 – 25%).
Tax on items recognised in other comprehensive income
The total tax on other comprehensive income was a charge of £3 million (2024 – £4 million charge).
This included charges to deferred tax on retirement benefit obligations of £2 million (2024 – £4 million),
a charge to deferred tax on financial instruments of £1 million (2024 – £1 million credit) and a Primient
charge of £nil million (2024 – £1 million charge).
Tax on items recognised directly in equity
The total tax charge in equity was £2 million (2024 – £3 million charge). This included deferred tax
charge relating to financial instruments of £1 million (2024 – £1 million charge), a deferred tax charge on
share-based payments of £nil million (2024 – £1 million charge) and a £1 million current tax charge on
share-based payments (2024 – £1 million charge).
12. Discontinued operations
An operation is classified as discontinued if it is a component of the Group that: (i) has been disposed
of, or meets the criteria to be classified as held for sale; and (ii) represents a separate major line of
business or geographic area of operations or will be disposed of as part of a single coordinated plan
to dispose of a separate major line of business or geographic area of operations. The results of
discontinued operations are presented as a single amount of profit or loss after tax in the consolidated
income statement, separate from the results of continuing operations.
Non-current assets or disposal groups classified as held for sale are measured at the lower of carrying
amount and fair value less costs to sell. A loss for any initial or subsequent write-down of the asset
or disposal group to a revised fair value less costs to sell is recognised at each reporting date.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be
recovered through a sale transaction rather than through continuing use. This condition is regarded as
met only when the sale is highly probable and the asset (or disposal group) is available for immediate
sale in its present condition. Management must be committed to the sale, which should be expected to
qualify for recognition as a completed sale within one year from the date of classification. Assets and
corresponding liabilities classified as held for sale are presented separately as current items in the
statement of financial position. Property, plant and equipment and intangible assets are not
depreciated or amortised once classified as held for sale. Equity accounting for joint ventures ceases
once they are classified as held for sale.
As described in Note 1, on 20 May 2024 the Group classified its 49.7% interest in Primient as a disposal
group held for sale and a discontinued operation. Equity accounting for the joint venture ceased at
this point.
The Primient business consists of the following operations:
 Corn wet mills in the US in Decatur, Illinois; Lafayette, Indiana; and Loudon, Tennessee.
 Acidulants plants in Dayton, Ohio; Duluth, Minnesota; and Santa Rosa, Brazil.
 Shareholdings in two joint ventures – Almex in Guadalajara, Mexico and Covation Biomaterials
(formerly Bio-PDO) in Loudon, Tennessee.
 Grain elevator network and bulk transfer stations in North America.
166
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
12. Discontinued operations continued
Discontinued operations
The statutory results of the discontinued operations were as follows:

|  | Year ended 31 March
|  | Restated *
Discontinued operations | 2025 | 2024
£ million unless otherwise stated | £m | £m
Operating profit | 109 | –
Share of profit of joint venture | 8 | 25
Profit before tax | 117 | 25
Income tax (expense)/credit | (22) | 3
Profit for the year from discontinued operations 1 | 95 | 28
Basic earnings per share from discontinued operations (pence) | 23.2p | 6.8p
Diluted earnings per share from discontinued operations (pence) | 22.9p | 6.7p

* Prior year comparatives restated for discontinued operations. See Notes 1.
1 Attributable to owners of the Company.
Primient disposal
On 22 May 2024, the Group agreed the sale of the remaining interest in its Primient joint venture to KPS
Capital Partners for US$350 million (£277 million), which completed on 27 June 2024, resulting in an
exceptional gain on disposal before tax of £109 million. An exceptional tax charge of £24 million arose
on this gain (see Note 8 and below).
The current tax charge arising on the gain on disposal of Primient was £45 million, which has been paid
in full in the year ended 31 March 2025. This tax charge of £45 million was partially offset by the release
of a deferred tax liability of £21 million resulting principally from the difference in tax value and carrying
value of the Primient investment. This results in a net tax charge on the gain on disposal of £24 million.
Income statement measures
The following table shows for discontinued operations the reconciliation of the key alternative
performance measures to the most directly comparable measures reported in accordance with IFRS.
The earnings per share figures have been calculated by dividing the net gain attributable to equity
holders of the Company from discontinued operations by the weighted average number of ordinary
shares, for basic and diluted amounts, as shown in Note 13.

|  |  |  |  |  | Restated*
|  |  | Year ended 31 March 2025 |  |  | Year ended 31 March 2024
Discontinued operations |  | Adjusting | Adjusted |  | Adjusting | Adjusted
£ million unless otherwise stated | Reported | items | reported | Reported | items | reported
Gain on disposal | 109 | (109) | – | – | – | –
Share of profit of joint venture | 8 | 1 | 9 | 25 | 10 | 35
Profit before tax | 117 | (108) | 9 | 25 | 10 | 35
Income tax (expense)/credit | (22) | 24 | 2 | 3 | (11) | (8)
Profit for the year | 95 | (84) | 11 | 28 | (1) | 27
Basic earnings per share (pence) | 23.2p | – | – | 6.8p | – | –
Diluted earnings per share (pence) | 22.9p | (20.2p) | 2.7p | 6.7p | (0.3p) | 6.4p
Effective tax rate expense/(credit) % | 19.1% |  | (16.6%) | (8.3%) |  | 25.6%

The following table shows the reconciliation of the adjusting items impacting adjusted profit for the year:

|  | Year ended 31 March
|  | Restated*
| 2025 | 2024
Discontinued operations | £m | £m
Primient adjusting items at Group’s share |  |
Exceptional costs in operating profit | – | 1
Amortisation of acquired intangibles and other fair value adjustments | 1 | 9
Total excluded from adjusted share of profit | 1 | 10
Gain on disposal | (109) | –
Total excluded from adjusted profit before tax | (108) | 10
Tax effect of adjusting items | – | (2)
Exceptional tax charge/(credit) on gain on disposal 1 | 24 | (9)
Total excluded from adjusted profit for the year | (84) | (1)

1 The gain on disposal and associated tax charge recognised in the year ended 31 March 2025 are shown in the tables on the next page.
In the year ended 31 March 2024, a £9 million exceptional tax credit was recognised, principally relating to deferred tax and reflecting
the change in measurement of the difference between the tax basis and carrying value of the Primient joint venture.
167
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
12. Discontinued operations continued
The gain on disposal recognised in the 2025 financial year is shown in the table below:

|  | Year ended
|  | 31 March
|  | 2025
Gain on disposal | Notes | £m
Cash consideration |  | 277
Investment in Primient joint venture | 22 | (175)
Recycling of accumulated foreign exchange from other comprehensive income to the income statement |  | 10
Transaction costs |  | (3)
Gain on disposal before tax | 8 | 109
Tax on gain on disposal | 8, 11 | (24)
Gain on disposal |  | 85

The results of the discontinued operations which have been included in the consolidated statement of
cash flows were as follows:

|  | Year ended 31 March
|  | Restated*
| 2025 | 2024
Discontinued operations – (outflow)/inflow | £m | £m
Operating 1 | (50) | (24)
Investing 2 | 277 | 71
Net cash inflow | 227 | 47

1 The operating cash outflows of £50 million (2024 – £24 million) relate to exceptional tax paid on the gain on disposal of Primient joint
venture and tax paid on the Group’s share of Primient’s profit.
2 For the year ended 31 March 2025, the investing cash inflow of £277 million relates to cash consideration on disposal of the Primient joint
venture. For the year ended 31 March 2024, the investing cash inflow of £71 million relates to dividends received from the Primient joint
venture of £59 million and the receipt of a favourable completion accounts adjustment of £12 million from the sale of Primient.
13. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by
the weighted average number of ordinary shares in issue during the year excluding shares held by the
Company and the Employee Benefit Trust to satisfy awards made under the Group’s share-based
incentive plans.
Diluted earnings per share is calculated by dividing the profit attributable to owners of the Company
by the weighted average number of ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on conversion of all the dilutive potential
ordinary shares into ordinary shares.
The average market price of the Company’s ordinary shares during the year was 656p (2024 – 691p).
The dilutive effect of share-based incentives was 5.9 million shares (2024 – 7.1 million shares).

|  |  |  |  | Restated* |
|  | Year ended 31 March 2025 |  |  | Year ended 31 March 2024 |
| Continuing | Discontinued | Total | Continuing | Discontinued | Total
| operations | operations | operations | operations | operations | operations
Profit attributable to owners of the Company (£ million) | 48 | 95 | 143 | 160 | 28 | 188
Weighted average number |  |  |  |  |  |
of ordinary shares (million) |  |  |  |  |  |
– basic | 409.4 | 409.4 | 409.4 | 397.1 | 397.1 | 397.1
Basic earnings per share (pence) | 11.8p | 23.2p | 35.0p | 40.5p | 6.8p | 47.3p
Weighted average number |  |  |  |  |  |
of ordinary shares (million) |  |  |  |  |  |
– diluted | 415.3 | 415.3 | 415.3 | 404.2 | 404.2 | 404.2
Diluted earnings per share (pence) | 11.6p | 22.9p | 34.5p | 39.8p | 6.7p | 46.5p

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.

|  |  | Year ended 31 March
|  | 2025 | 2024
Calculation of weighted average number of ordinary shares |  | Million | Million
Weighted average number of ordinary shares – basic |  | 409.4 | 397.1
Effects of dilution from: |  |  |
– | Sharesave plan | 0.1 | 0.1
– | Performance share plan/Restricted share awards/Group Bonus plan – deferred element | 5.8 | 7.0
Weighted average number of ordinary shares – diluted |  | 415.3 | 404.2

The increase in the weighted average number of shares in the year ended 31 March 2025 is due to the
issuance of 75 million shares as part of the consideration paid for CP Kelco US. This impact was partially
offset by the £216 million on-market share buyback programme. The aim of this programme, which
completed in the final quarter of the 2025 financial year, was to return to shareholders the net cash
proceeds from the Primient disposal.
Contingently issuable shares (see Note 35 for more details) that could potentially dilute basic earnings
per share in the future were not included in the calculation of diluted earnings per share, as they did not
meet the share price conditions at the year ended 31 March 2025.
168
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
13. Earnings per share continued
Reconciliation of earnings used in calculating earnings per share

|  |  |  |  |  | Restated*
|  |  | Year ended 31 March 2025 |  |  | Year ended 31 March 2024
| Continuing | Discontinued | Total | Continuing | Discontinued | Total
£ million | operations | operations | operations | operations | operations | operations
Profit for the year | 45 | 95 | 140 | 160 | 28 | 188
Less: loss attributable to non- controlling interest | 3 | – | 3 | – | – | –
Profit attributable to owners of the Company | 48 | 95 | 143 | 160 | 28 | 188

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
Adjusted earnings per share
A reconciliation between profit attributable to owners of the Company from continuing operations, total
operations and the equivalent adjusted measure, together with the resulting adjusted earnings per share
measure, is shown below:

|  |  |  | Year ended 31 March
|  |  |  | Restated*
|  |  | 2025 | 2024
Continuing operations |  | Notes | £m | £m
Profit attributable to owners of the Company |  |  | 48 | 160
Adjusting items: |  |  |  |
– | exceptional costs in operating profit | 8 | 96 | 24
– | M&A costs | 4 | 86 | 27
– | tax credit on adjusting items | 11 | (23) | (13)
– | exceptional tax charge | 11 | 5 | –
– | loss attributable to non-controlling interest 1 |  | (3) | –
Adjusted profit attributable to owners of the Company |  | 4 | 209 | 198
Weighted average number of ordinary shares (million) – diluted |  |  | 415.3 | 404.2
Adjusted earnings per share (pence) – continuing operations |  |  | 50.3p | 49.1p

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
1 Loss attributable to non-controlling interest is related to the exceptional charge for the exit of operations in the Group’s tapioca starch
facility in Thailand (see Note 8) and is therefore excluded from the calculation of adjusted earnings per share.

|  |  | Year ended 31 March
|  |  | Restated*
|  | 2025 | 2024
Total operations | Notes | £m | £m
Adjusted profit attributable to owners of the Company – continuing operations | 4 | 209 | 198
Adjusted profit attributable to owners of the Company – discontinued |  |  |
operations | 12 | 11 | 27
Adjusted profit attributable to owners of the Company – total operations |  | 220 | 225
Adjusted earnings per share (pence) – total operations |  | 53.0p | 55.5p

* Prior year comparatives restated for discontinued operations. See Notes 1 and 12.
14. Dividends on ordinary shares
Dividends on the Company’s ordinary shares are recognised when they have been appropriately
authorised and are no longer at the Company’s discretion. Accordingly, interim dividends are
recognised when they are paid, and final dividends are recognised when they are declared following
approval by shareholders at the Company’s AGM. Dividends are recognised as an appropriation of
shareholders’ funds.
Dividends on ordinary shares in respect of the financial year:

|  |  | Year ended 31 March
|  | 2025 | 2024
Per ordinary share: |  | Pence | Pence
– | interim dividend paid | 6.4 | 6.2
– | final dividend proposed | 13.4 | 12.9
Total dividend |  | 19.8 | 19.1

The Directors propose a final dividend for the financial year of 13.4p per ordinary share that, subject
to approval by shareholders, will be paid on 1 August 2025 to shareholders who are on the Register of
Members on 20 June 2025.
Dividends on ordinary shares paid in the financial year:

|  | Year ended 31 March
| 2025 | 2024
| £m | £m
Final dividend paid relating to the prior financial year | 51 | 52
Interim dividend paid relating to the financial year | 29 | 24
Total dividend paid | 80 | 76

Based on the number of ordinary shares outstanding at 31 March 2025 and the proposed dividend per
share, the final dividend for the financial year is expected to amount to £59 million.
169
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
15. Inventories
Inventories are carried at the lower of cost and net realisable value. Cost comprises direct materials
and, where applicable, direct labour costs and those overheads that have been incurred in bringing
the inventories to their present location and condition and is calculated using the ‘first in/first out’
or ’weighted average’ methods, appropriate to the materials and production processes involved.
Net realisable value represents the estimated selling price less all estimated costs to completion and
costs to be incurred in marketing, selling and distribution. Provisions are made for any slow-moving,
obsolete or defective inventories.

|  | At 31 March
| 2025 | 2024
| £m | £m
Raw materials and consumables | 169 | 106
Work in progress | 110 | 20
Finished goods | 302 | 227
Total | 581 | 353

Finished goods inventories of £nil million (2024 – £1 million) are carried at net realisable value, this being
lower than cost.
In the year ended 31 March 2025, the Group recognised a write-down of inventories totalling £15 million
(2024 – £2 million) included in the cost of inventories.
16. Cash and cash equivalents
Cash and cash equivalents include cash held with banks and other short-term highly liquid
investments with original maturities of three months or less and which are subject to an insignificant
risk of change in value. The credit rating of short-term highly liquid investments is AAA or equivalent.

|  | At 31 March
| 2025 | 2024
| £m | £m
Short-term highly liquid investments | 219 | 330
Cash at bank | 115 | 107
Cash and cash equivalents | 334 | 437

The carrying amount of cash and cash equivalents was denominated in the following currencies:

|  | At 31 March
| 2025 | 2024
| £m | £m
US dollar | 178 | 363
Euro | 39 | 4
Sterling | 44 | 14
Other | 73 | 56
Total | 334 | 437

The Group’s captive insurance subsidiary is required to maintain sufficient cash to meet its financial
solvency margin. A cash balance of £16 million (2024 – £15 million) held by this subsidiary is used
to this effect.
17. Trade and other receivables
A trade receivable is recognised if an amount of consideration that is unconditional is due from
the customer (i.e. only the passage of time is required before payment of the consideration is due).
Trade receivables that do not contain a significant financing component are initially measured at the
transaction price and subsequently measured at amortised cost less any provision for impairment.
The Group applies the simplified approach for measuring expected credit losses prescribed by IFRS
9, which permits the use of the lifetime expected loss provision for all trade receivables. The Group has
established a provision matrix that is based on the historical rates of default then adjusted for forward-
looking factors specific to the debtor and economic environment. The Group considers a receivable
to be in default when internal or external information indicates that the Group is unlikely to receive the
outstanding contractual amounts. A receivable is written off when there is no reasonable expectation
of recovering the contractual cash flows.
The Group participates in supply-chain financing arrangements. Refer to Note 5 and Note 30.

|  | At 31 March
| 2025 | 2024
| £m | £m
Trade receivables | 324 | 240
Less loss allowance provision | (6) | (7)
Trade receivables – net | 318 | 233
Prepayments and accrued income | 23 | 16
Other receivables | 50 | 45
Total | 391 | 294

The amounts above do not include non-current other receivables of £83 million (2024 – £11 million)
which include the following:
 non-current receivables of £36 million relating to contingent liabilities recognised on acquisition of
CP Kelco (refer to Note 33 and Note 35);
 non-current prepayments of £16 million;
 non-current receivable of £11 million relating to a New Market Tax Credit arrangement (refer to
Note 26); and
 other non-current receivables of £20 million which include various non-current indirect tax
receivables.
The carrying amount of trade and other receivables was denominated in the following currencies:

|  | At 31 March
| 2025 | 2024
| £m | £m
US dollar | 271 | 176
Euro | 92 | 68
Sterling | 14 | 8
Other | 97 | 53
Total | 474 | 305

The gross amount of receivables, reflecting the maximum exposure to credit risk, is £480 million
(2024 – £312 million).
170
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
17. Trade and other receivables continued
Included in other receivables is cash of £10 million held in escrow as part of the acquisition of CP Kelco
and for which its use is restricted.
The loss allowance provision for trade receivables as at 31 March 2025 reconciles to the opening loss
allowance for that provision as shown in the tables below. The effect of expected credit loss on other
receivables is not material.

|  |  |  | Greater | At 31 March 2025
|  | 30–60 days | 60–90 days | than 90 days |
£ million unless otherwise stated | Current | past due | past due | past due | Total
Expected loss rate % | 0% | – | – | 65% |
Gross carrying amount | 315 | 1 | 1 | 7 | 324
Loss allowance provision | 1 | – | – | 5 | 6

|  |  |  |  | At 31 March 2024
Expected loss rate % | 1% | 46% | – | 84% |
Gross carrying amount | 233 | 2 | – | 5 | 240
Loss allowance provision | 2 | 1 | – | 4 | 7

|  | Year ended 31 March
| 2025 | 2024
| £m | £m
At 1 April | 7 | 12
Utilisation of provision | – | (7)
Subsidiaries acquired | – | –
Change in loss allowance recognised in the income statement | (1) | 2
At 31 March | 6 | 7

18. Investments in equities
Investments in equities comprise financial assets recognised at fair value through profit or loss (FVPL)
and financial assets recognised at fair value through the statement of OCI (FVOCI). Investments in
equities do not meet the IFRS 9 criteria for classification at amortised cost because their cash flows do
not represent solely payments of principal and interest. For certain investments the available election
to recognise equity securities as FVOCI has been taken because these investments are held as long-
term strategic investments that are not expected to be sold in the short to medium term. All other
investments are recognised at FVPL.

|  | Financial | Financial | Total
|  | assets | assets | investments
|  | at FVPL | at FVOCI | in equities
|  | £m | £m | £m
At 1 April 2024 |  | 22 | 6 | 28
Total gains/(losses) |  |  |  |
– | in operating profit | – | – | –
– | in other comprehensive income | – | (1) | (1)
Remeasurement of non-qualified deferred compensation arrangements | 1 | – | 1
Purchases |  | 1 | – | 1
Disposals |  | (1) | – | (1)
At 31 March 2025 | 23 | 5 | 28
At 1 April 2023 | 20 | 22 | 42
Total gains/(losses) |  |  |
– | in operating profit | – | – | –
– | in other comprehensive income | – | (17) | (17)
Remeasurement of non-qualified deferred compensation arrangements |  | 3 | – | 3
Purchases |  | 2 | 1 | 3
Disposals |  | (3) | – | (3)
At 31 March 2024 |  | 22 | 6 | 28

In the year ended 31 March 2025, the Group’s remaining investment in Biofilm of £1 million was impaired.
In the year ended 31 March 2024, a £16 million charge has been recognised in other comprehensive
income relating to the full impairment of the Group’s investment in Infinant Health. The Group did not
participate in the most recent funding round which resulted in the Group’s interest in that company being
fully diluted. The remaining £1 million charge recognised in other comprehensive income relates to the
partial impairment of the Group’s investment in Biofilm.
The Group did not receive any dividends in the year from investments in equities recognised as financial
assets at FVOCI (2024 – £nil).
171
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
18. Investments in equities continued
The non-qualified deferred compensation arrangements refers to a ‘Rabbi Trust’, which is a non-
qualified defined contribution pension scheme split between corporate-owned life insurance (COLI)
assets (values are determined by the performance of variable investment sub-accounts, similar to
mutual funds, but which are only available within a variable life insurance policy) and other assets
invested directly in mutual funds. This scheme, which accounts for all of the financial assets at FVPL, is
principally for the highest-paid members of the US salaried pension scheme for compensation above
limits set by the US Internal Revenue Service. These assets of £23 million (2024 – £22 million) do not
qualify as IAS 19 pension assets on the basis that the assets are available to the creditors in the event
of the Company’s bankruptcy or insolvency. Movements in these assets were largely offset by
corresponding movements on retirement benefit liabilities. Refer to Note 31.
The carrying value of equity investments was denominated in the following currencies:

|  | At 31 March
| 2025 | 2024
| £m | £m
US dollar | 27 | 26
Sterling | – | 1
Euro | 1 | 1
Total | 28 | 28

19. Goodwill and other intangible assets
Goodwill arising in a business combination is recognised as an intangible asset and is allocated to the
cash-generating unit (CGU) or group of CGUs that is expected to benefit from the synergies of the
business combination. Goodwill is carried at cost less any recognised impairment losses (impairment
tested annually).
Acquired intangible assets, principally customer relationships and know-how, were recognised as part
of previous business combinations and are amortised on a straight-line basis over the periods of their
expected benefit to the Group, which range from three to 15 years.
Other intangible assets comprise product development and computer software (including global IS/IT
systems) and are amortised on a straight-line basis over the periods of their expected benefit to the
Group. Product development is amortised over five to ten years. Capitalised costs in respect of core
global IS/IT systems included within computer software are being amortised over a period of five to
seven years.
Product development costs incurred on the development, design and testing of new or improved
products are capitalised only when the technical and commercial feasibility of the product has been
established and prior to the product going into full production. Any such assets which have not been
brought into use are tested annually for impairment. Research and other related expenditures are
charged to the consolidated income statement in the period in which they are incurred.
SaaS arrangements are service contracts providing the Group with the right to access the cloud
provider’s application software over the contract period. Costs incurred to configure or customise,
and the ongoing fees to obtain access to the cloud provider’s application software, are recognised as
operating expenses when the services are received. In a contract where the cloud provider provides
both the SaaS configuration and customisation as well as the SaaS access over the contract term,
then the configuration and customisation costs are expensed over the contract term only if the
services provided are not distinct and are otherwise expensed upfront as the software is configured
or customised. Some of the costs incurred relate to the development of software code that enhances
or modifies, or creates additional capability for, existing on-premise systems and meets the definition
of, and the recognition criteria for, an intangible asset. These costs are recognised as intangible
software assets and amortised over the useful life of the software on a straight-line basis.
Changes to intangible assets’ useful economic lives are only made if there is objective evidence
that the Group expects to receive economic benefits from these intangible assets over a shorter
or longer period.
172
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
19. Goodwill and other intangible assets continued

|  | Other |  | Product |  |
|  | acquired | Computer | development | Assets under |
| Goodwill | intangibles | software | costs | construction | Total
| £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |
At 1 April 2024 | 306 | 299 | 57 | 145 | 16 | 823
Additions at cost | – | – | – | 2 | 5 | 7
Subsidiaries acquired (provisional) | 237 | 222 | 4 | 2 | 2 | 467
Transfers on completion | – | 1 | 2 | 4 | (7) | –
Currency translation differences | (13) | (10) | (1) | (3) | (2) | (29)
At 31 March 2025 | 530 | 512 | 62 | 150 | 14 | 1 268
Accumulated amortisation and impairment |  |  |  |  |  |
At 1 April 2024 | 10 | 230 | 51 | 126 | – | 417
Impairment charge | 4 | – | – | – | – | 4
Amortisation charge | – | 29 | 6 | 7 | – | 42
Currency translation differences | (2) | (4) | (2) | (2) | – | (10)
At 31 March 2025 | 12 | 255 | 55 | 131 | – | 453
Net book value at 31 March 2025 | 518 | 257 | 7 | 19 | 14 | 815

|  | Other |  | Product |  |
|  | acquired | Computer | development | Assets under |
| Goodwill | intangibles | software | costs | construction | Total
| £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |
At 1 April 2023 | 318 | 310 | 59 | 143 | 14 | 844
Additions at cost | – | – | – | 2 | 7 | 9
Disposals and write-offs | – | – | (1) | – | – | (1)
Transfers on completion | – | 1 | – | 4 | (5) | –
Currency translation differences | (12) | (12) | (1) | (4) | – | (29)
At 31 March 2024 | 306 | 299 | 57 | 145 | 16 | 823
Accumulated amortisation |  |  |  |  |  |
and impairment |  |  |  |  |  |
At 1 April 2023 | 10 | 213 | 47 | 122 | – | 392
Impairment charge | – | – | – | – | – | –
Amortisation charge | – | 23 | 6 | 7 | – | 36
Disposals and write-offs | – | – | (1) | – | – | (1)
Currency translation differences | – | (6) | (1) | (3) | – | (10)
At 31 March 2024 | 10 | 230 | 51 | 126 | – | 417
Net book value at 31 March 2024 | 296 | 69 | 6 | 19 | 16 | 406

Subsidiaries acquired relates to the acquisition of CP Kelco. Refer to Note 35 for further details.
Tapioca starch business closure
As a result of the decision to exit the operations in the Group’s tapioca starch investment in Thailand,
Chaodee Modified Starch Co., Ltd, in the year ended 31 March 2025 the Group has recognised an
impairment charge of £4 million. Refer to Note 8.
The carrying amount of goodwill is allocated to groups of CGUs as follows:

|  | At 31 March
| 2025 | 2024
| £m | £m
Allocated by operating segment |  |
Food & Beverage Solutions | 200 | 208
CP Kelco | 232 | –
Goodwill allocated to operating segments | 432 | 208
Goodwill allocated to Quantum Hi-Tech (Guangdong) Biological Co., Ltd (‘Quantum’) | 86 | 88
Goodwill – total operations | 518 | 296

173
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
19. Goodwill and other intangible assets continued
Impairment tests carried out during the year
As is required, goodwill is tested annually. The recoverable amount for the goodwill allocated to
Food & Beverage Solutions cash-generating units was calculated based on value-in-use. The
recoverable amount for the goodwill associated with both CP Kelco and Quantum Hi-Tech (Guangdong)
Biological Co., Ltd was based on their fair value less costs to sell (Level 3 within the fair value hierarchy).
The valuation technique used to determine fair value less costs to sell is an income approach which uses
a discounted cash flow analysis to estimate the value of the relevant non-current assets based on future
cash flows.
Food & Beverage Solutions
The key assumptions in the value-in-use model for Food & Beverage Solutions cash-generating units
are derived from the Group’s Board-approved five-year plan with the most sensitive assumptions being:
1) operating profit growth rate, 2) discount rate, and 3) long-term growth rate.
The operating profit growth rate used to estimate the future economic performance is based on
estimates from past performance, and the Group’s five-year strategic plan, which incorporates the
next year’s annual forecast. The operating growth rate includes the impact on operating costs of
decarbonisation initiatives committed to over the five-year period. The financial cost of climate change
is also considered; incorporating the average annual financial impact of the climate-related events from
2020 to 2024 shown on page 76, in each year of the five-year strategic plan still resulted in significant
headroom. A 1ppt decrease in the growth rate across the five-year cash flows would decrease headroom
by 10% (2024 – 22%) in the Food & Beverage Solutions model.
Based on the risk profile of the assets tested, cash flows were discounted using a pre-tax rate of 11.8%
in the Food & Beverage Solutions model (2024 – 12.4%) which reflects current market assessments of
the time value of money. The discount rate is adjusted for the risk specific to the asset, including the
countries in which cash flow will be generated, for which the future cash flow estimates have not been
adjusted. The pre-tax discount rates have been derived using a post-tax weighted average cost of
capital (‘WACC’) methodology. Key inputs to the WACC calculation are the risk-free rate, the equity
market risk premium, beta, the average borrowing rate (cost of debt) and the country specific risk
premium. The long-term nominal growth rate after year five does not exceed 2% (2024 – 2%), reflecting a
conservative long-term assumption for the Food & Beverage Solutions market. At the time of performing
the test, very significant headroom existed for the cash-generating unit to which goodwill is allocated
and there was no reasonable scenario in which impairment would be required.
CP Kelco
The key assumptions for the fair value less costs to sell model for the CP Kelco cash-generating unit are
based on the recent acquisition business case with the most sensitive assumptions being: 1) operating
profit growth rate, 2) discount rate, and 3) long-term growth rate. A 1% decrease in the growth rate across
the five-year cash flows in the CP Kelco business case would decrease headroom by 13%. Based on the
risk profile of the assets tested, cash flows were discounted using a post-tax rate of 9.1%. The long-term
nominal growth rate after year five does not exceed 2%, reflecting a conservative long-term assumption
for CP Kelco’s market. At the time of performing the test, significant headroom existed and there was no
reasonable scenario in which impairment would be required.
Quantum
Management concluded, based on the fair value less cost of disposal model used, that no impairment is
required. However, a reasonably possible change in the key assumptions could lead to an impairment
loss in the coming year.
The key assumptions for the fair value less costs to sell model for the Quantum cash-generating unit are
based on a revised business plan reflecting the current challenging local market conditions, with the key
assumption being 1) volume growth rate whilst maintaining consistent profit margins, 2) discount rate,
and 3) long-term growth rate.
The assumed volume growth rate included the five-year revised business plan was 11.0%. Based on the
risk profile of the assets tested, cash flows were discounted using a post-tax rate of 9.5% (2024 – 9.6%).
This post-tax discount rate has been derived using the same post-tax WACC methodology as used for
the Food & Beverage Solutions discount rate but adjusted for the country specific premium. The long-
term nominal growth rate after year five does not exceed 3.2% (2024 – 2.5%). This long-term growth rate
has been derived from credible third-party assumptions of the long-term growth rate of China and its
export markets.
However, headroom has decreased compared to the prior year and was £26 million at 31 March 2025
(2024 – £33 million) which, at 20%, represents a low level of headroom compared with the carrying value.
Reasonably possible changes in each of the key assumptions individually, being a decrease in volume
growth of 206 bps to 8.9%, an increase in the discount rate of 95bps to 10.4% and a reduction in terminal
growth rate of 120bps to 2% would reduce the headroom to nil. The Group considers these assumptions
to be a key source of estimation uncertainty (refer to Note 2).
Impairment charge
Whilst included in the Food & Beverage Solutions cash-generating units, an impairment charge of
£4 million has been recognised in the year ended 31 March 2025 (2024 – £nil) relating to the goodwill
associated with Chaodee Modified Starch Co., Ltd following the decision to wind down this company.
Refer to the previous page and Note 8.
Possibility of impairment in the near future
Management considers that, with the exception of Quantum, there is no reasonably possible change
in one or more key assumptions used in the impairment tests for goodwill or other intangible assets
that would give rise to an impairment loss during the coming year. For Quantum a reasonable possible
change in the key assumptions could lead to an impairment loss during the coming year. Refer to the
Quantum section for details of the significant estimates.
20. Property, plant and equipment
Land and buildings mainly comprise manufacturing sites, application laboratories and administrative
facilities. Plant and machinery mainly comprise equipment used in the manufacturing and operating
process. Assets in the course of construction comprise property, plant and equipment which is in
the process of being completed and not ready for use. Property, plant and equipment is stated at
historical cost less accumulated depreciation and impairment. Property, plant and equipment is
reviewed for impairment when any changes in circumstances indicate that their carrying amounts
may not be recoverable.
Useful economic lives, applied on a straight-line basis, are as follows:
 Freehold land No depreciation
 Freehold buildings 20 to 50 years
 Leasehold improvements Up to the length of the lease
 Plant and machinery 3 to 28 years
174
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
20. Property, plant and equipment continued

|  |  | Assets in the |
| Land and | Plant and | course of |
| buildings | machinery | construction | Total
| £m | £m | £m | £m
Cost |  |  |  |
At 1 April 2024 | 316 | 1 086 | 139 | 1 541
Additions at cost | 15 | 11 | 107 | 133
Subsidiaries acquired | 254 | 612 | 43 | 909
Transfers on completion | 9 | 55 | (64) | –
Disposals and write-offs | (1) | (7) | (1) | (9)
Currency translation differences and other movements | (12) | (39) | (1) | (52)
At 31 March 2025 | 581 | 1 718 | 223 | 2 522
Accumulated depreciation and impairment |  |  |  |
At 1 April 2024 | 162 | 851 | – | 1 013
Depreciation charge | 20 | 66 | – | 86
Impairment charge | 4 | 9 | 19 | 32
Disposals and write-offs | (1) | (6) | – | (7)
Currency translation differences and other movements | (5) | (21) | – | (26)
At 31 March 2025 | 180 | 899 | 19 | 1 098
Net book value at 31 March 2025 | 401 | 819 | 204 | 1 424
Cost |  |  |  |
At 1 April 2023 | 321 | 1 074 | 89 | 1 484
Additions at cost | 4 | 6 | 104 | 114
Transfers on completion | 7 | 43 | (50) | –
Disposals and write-offs | (7) | (6) | (1) | (14)
Currency translation differences and other movements | (9) | (31) | (3) | (43)
At 31 March 2024 | 316 | 1 086 | 139 | 1 541
Accumulated depreciation and impairment |  |  |  |
At 1 April 2023 | 158 | 838 | – | 996
Depreciation charge | 16 | 42 | – | 58
Impairment charge | – | – | 1 | 1
Disposals and write-offs | (7) | (6) | (1) | (14)
Currency translation differences and other movements | (5) | (23) | – | (28)
At 31 March 2024 | 162 | 851 | – | 1 013
Net book value at 31 March 2024 | 154 | 235 | 139 | 528

Subsidiaries acquired relates to the acquisition of CP Kelco. Refer to Note 35 for further details.
Tapioca starch business closure
As a result of the decision to exit operations in the Group’s tapioca starch investment in Thailand,
Chaodee Modified Starch Co., Ltd, in the year ended 31 March 2025 the Group has recognised an
impairment charge of £32 million. Refer to Note 8.
Amounts relating to right-of-use assets under IFRS 16, which are included in the amounts opposite, are
presented in more detail in Note 21. In the consolidated statement of cash flows, cash outflows relating
to purchase of property, plant and equipment are lower than the amount of additions in this table
primarily due to the inclusion of right-of-use assets in the figures on the left.
21. Leases
All leases where the Group is the lessee and the Group has the right to control the use of the identified
asset are recognised in the statement of financial position (with the exception of short-term and low-
value leases). The Group’s leases principally comprise properties and other miscellaneous leases such
as motor vehicles or machinery. At the commencement date of the lease, the Group recognises lease
liabilities measured at the present value of future lease payments. In calculating the present value of
lease payments, the Group uses the incremental borrowing rate at the lease commencement date.
The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use
assets are measured at cost including the amount of lease liabilities recognised and initial direct
costs incurred less any incentives granted by the lessor. Right-of-use assets are subject to impairment.
Right-of-use assets are depreciated over the shorter of the lease term and the useful life of the right-
of-use assets, unless there is a transfer of ownership or purchase option which is reasonably certain
to be exercised at the end of the lease term, in which case depreciation is over the useful life of the
underlying asset.
Leases of buildings usually have lease terms between 1 and 16 years, while plant and machinery
generally have lease terms between 1 and 20 years. The Group also has certain leases of machinery
with lease terms of 12 months or less and leases of office equipment with low value (typically below
US$5,000). The Group applies the short-term lease and lease of low-value assets recognition
exemptions for these leases and recognises the lease payments associated with these leases as an
expense on a straight-line basis over the lease term.
175
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
21. Leases continued
The movements in the carrying value of the Group’s right-of-use assets are summarised as follows:

| Land and | Plant and |
| buildings | machinery | Total
| £m | £m | £m
Right-of-use assets |  |  |
At 1 April 2023 | 35 | 4 | 39
Additions to right-of-use assets | 3 | 2 | 5
Depreciation charge | (6) | (3) | (9)
Impairment | – | – | –
Currency translation differences | – | (1) | (1)
At 31 March 2024 | 32 | 2 | 34
Additions to right-of-use assets | 15 | 2 | 17
Subsidiaries acquired | 7 | 10 | 17
Depreciation charge | (7) | (3) | (10)
Impairment | (1) | – | (1)
Currency translation differences | (1) | – | (1)
At 31 March 2025 | 45 | 11 | 56

Subsidiaries acquired relates to the acquisition of CP Kelco. Refer to Note 35 for further details.
The consolidated income statement includes the following amounts relating to leases:

|  | Year ended 31 March
| 2025 | 2024
| £m | £m
Depreciation expense of right-of-use assets | 10 | 9
Interest expense on lease liabilities | 2 | 2
Expense relating to short-term leases | – | –
Expense relating to leases of low-value assets | – | –
Expense relating to variable lease payments not included in the measurement of lease | – | –
liability |  |
Income from sub-leasing right-of-use assets | – | –
| 12 | 11

The cash outflow for leases in the year ended 31 March 2025 was £14 million (2024 – £13 million),
excluding cash outflow of £nil (2024 – £nil) relating to leases of low-value items. The movement in the
lease liability balances is shown in Note 28 and the undiscounted maturity is shown in Note 30.
The Group has several lease contracts that include extension and termination options. The Group has
estimated that the potential future lease payments, should it exercise the extension option, would result
in an increase in lease liability of £1 million (2024 – £nil). The future cash outflows relating to leases that
have not yet commenced are disclosed in Note 34.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and
conditions. These options are negotiated by management to provide flexibility in managing the leased-
asset portfolio and align with the Group’s business needs. Management assesses whether these
extension and termination options are reasonably certain to be exercised.
The lease agreements do not impose any covenants other than the security interests in the leased assets
that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
22. Investments in joint venture
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the arrangement. Investments in joint ventures are accounted for
under the equity method. They are initially recognised at cost, which includes transaction costs.
Subsequently, the Group’s share of the profit or loss, other comprehensive income and net assets are
shown on one line of the relevant primary financial statements, until the date on which joint control
ceases. Distributions received from the investee reduce the carrying amount of the investment. Under
IFRS 5, when equity accounting ceases, the results of the joint venture are no longer reported in the
Group’s consolidated income statement and any dividends received are treated as an adjusting item
in the discontinued operations of the Group’s consolidated income statement.
On 27 June 2024, the Group completed the sale of its remaining interest in its Primient joint venture, the
Group’s only joint venture, to KPS Capital Partners. Primient, is a leading producer of food and industrial
ingredients, principally bulk sweeteners and industrial starches. Key products include nutritive
sweeteners (such as high fructose corn syrup and dextrose), industrial starches, acidulants (such as citric
acid) and commodities (such as corn gluten feed and meal and corn oil).
Primient has share capital consisting of ordinary shares, which is held directly by the Group (and its joint
venture partner) and is a private company. No quoted market price is available for its shares. There are
no contingent liabilities relating to the Group’s interest in the joint venture.
The Group’s interest in Primient has been accounted for using the equity method. Under IFRS 5, when a
joint venture is classified as an asset held for sale, equity accounting ceases. From 20 May 2024, the date
at which the sale of the Primient joint venture became highly probable and hence the recognition of the
Primient joint venture as held for sale, no share of results received for Primient has been recognised.
The movements in the carrying value of the Group’s investment in joint venture are summarised
as follows:

|  |  | Year ended 31 March
|  | Primient | Primient
|  | 2025 | 2024
| Notes | £m | £m
At 1 April |  | 165 | 199
Share of profit of joint venture 1 | 12 | 8 | 25
Other comprehensive income (including foreign exchange) | 24 | 1 | 2
Dividends paid |  | – | (59)
Other movements (including contributions) |  | 1 | (2)
Joint venture disposal |  | (175) | –
At 31 March |  | – | 165

1 For the year ended 31 March 2025, the share of profit for Primient is for the period from 1 April 2024 to 19 May 2024, prior to the date of
recognition of Primient as held for sale.
176
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
23. Share capital and share premium

|  | Ordinary |  |
|  | share | Share |
|  | capital | premium | Total
| Note | £m | £m | £m
At 1 April 2023 |  | 117 | 408 | 525
Allotted under share option schemes |  | – | – | –
At 31 March 2024 |  | 117 | 408 | 525
Allotted under share option schemes |  | – | – | –
Issued in business combination | 35 | 22 | 534 | 556
At 31 March 2025 |  | 139 | 942 | 1 081

Ordinary shares carry the right to participate in dividends and each share entitles the holder to one vote
on matters requiring shareholder approval.
Allotted, called up and fully paid equity share capital

|  |  | Year ended 31 March 2025 |  | Year ended 31 March 2024
|  | Number of | Cost | Number of | Cost
| Note | shares 1 | £m | shares | £m
At 1 April |  | 401 694 461 | 117 | 401 637 112 | 117
Allotted under share option |  |  |  |  |
schemes |  | 29 760 | – | 57 349 | –
Issued in business combination | 35 | 75 000 000 | 22 | – | –
At 31 March |  | 476 724 221 | 139 | 401 694 461 | 117

1 The nominal value of each share is 29 1/6 pence.
Own shares
Own shares represent the Company’s ordinary shares that are acquired to meet the Group’s expected
obligations under share-based incentive arrangements (refer to Note 32). Own shares are held by
the Company in an Employee Benefit Trust (EBT) that was established by the Company. The EBT is
included in the consolidated accounts.
Movements in own shares held were as follows:

|  |  | Year ended 31 March 2025 |  | Year ended 31 March 2024
|  | Number of | Cost | Number of | Cost
|  | shares | £m | shares | £m
At 1 April |  | 5 558 995 | 41 | 3 965 498 | 32
Purchased in the market: |  |  |  |  |
– | Into treasury | 31 294 579 | 216 | – | –
– | into the EBT | – | – | 2 800 000 | 20
Transferred to employees: |  |  |  |
– | from the EBT 1 | (1 796 801) | (14) | (1 206 503) | (11)
At 31 March |  | 35 056 773 | 243 | 5 558 995 | 41

1 IFRS 2 permits net settled share-based payments to be treated as equity-settled in full, if certain criteria were met, rather than the tax
element being cash-settled. The amount transferred to the tax authorities in the year was £7 million (2024 – £5 million) and has been
recognised within financing activities in the consolidated statement of cash flows.
The significant number of shares purchased into treasury in the year ended 31 March 2025 is due to
a £216 million on-market share buyback programme which commenced on 20 June 2024 and was
completed on 9 January 2025. The aim of this programme was to return to shareholders the net cash
proceeds from the Primient disposal. Note that the movement in the Statement of Changes in Equity
shows a further £2 million non-cash movement relating to an accrual for US federal excise tax on the
share buyback programme.

|  |  | At 31 March 2025 |  |  | At 31 March 2024
|  | Market | % of |  | Market | % of
| Number | value | outstanding | Number | value | outstanding
| of shares | £m | share capital | of shares | £m | share capital
Treasury shares | 31 294 579 | 162 | 6.6% | – | – | –
Shares held in the EBT | 3 762 194 | 19 | 0.8% | 5 558 995 | 34 | 1.4%
Total | 35 056 773 | 181 | 7.4% | 5 558 995 | 34 | 1.4%

177
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
24. Other reserves

|  |  |  | Currency |  |
|  | Hedging | FVOCI | translation | Pre-IFRS |
|  | reserve | reserve | reserve | reserves | Total
|  | £m | £m | £m | £m | £m
At 1 April 2023 |  | (32) | 3 | 68 | 104 | 143
Cash flow hedges: |  |  |  |  |  |
– | fair value losses in the year | (6) | – | – | – | (6 )
– | hedging losses transferred |  |  |  |  |
| to inventory | 4 | – | – | – | 4
– | tax effect of the above items | (1) | – | – | – | (1)
FVOCI financial assets: |  |  |  |  |
– | fair value loss in the year | – | (17) | – | – | (17 )
Currency translation differences: |  |  |  |  |
– | loss on currency translation |  |  |  |  |
| of foreign operations | – | – | (50) | – | (50 )
– | fair value gain on net investment hedges | – | – | 7 | – | 7
Share of other comprehensive | (expense)/income of joint venture | (1) | – | 3 | – | 2
At 31 March 2024 | (36) | (14) | 28 | 104 | 82
Cash flow hedges: |  |  |  |  |
– | fair value gains in the year | 4 | – | – | – | 4
– | hedging losses transferred |  |  |  |  |
| to inventory | 2 | – | – | – | 2
– | tax effect of the above items | (2) | – | – | – | (2 )
FVOCI financial assets: |  |  |  |  |
– | fair value loss in the year | – | (1) | – | – | (1 )
Currency translation differences: |  |  |  |  |
– | loss on currency translation |  |  |  |  |
| of foreign operations | – | – | (58) | – | (58 )
– | fair value gain on net investment hedges | – | – | 10 | – | 10
– | gain on currency translation of foreign |  |  |  |  |
| operations transferred to the income |  |  |  |  |
| statement on sale of a joint venture | – | – | (10) | – | (10 )
Share of other comprehensive | income/(expense) of joint venture | 3 | – | (2) | – | 1
At 31 March 2025 |  | (29) | (15) | (32) | 104 | 28

Gains or losses relating to the effective portion of hedging instruments where cash flow hedge
accounting is applied are recognised in OCI within the hedging reserve. Amounts accumulated in the
hedging reserve are reclassified in the periods when the hedged item affects the consolidated income
statement. For a non-financial asset (such as inventory), the hedging gains and losses are transferred to
the cost of inventory and then subsequently recognised in the consolidated income statement or else
recognised immediately in the consolidated income statement.
The FVOCI reserve includes cumulative gains or losses on FVOCI assets including investments
in equities.
The currency translation reserve includes:
 Gains/losses on currency translation of foreign operations: on consolidation, the results of foreign
operations are translated into pound sterling at the average rate of exchange for the period and their
assets and liabilities are translated into pound sterling at the exchange rate ruling at the period-end
date. Currency translation differences arising on consolidation are recognised in other comprehensive
income and taken to the currency translation reserve.
 Fair value gains/losses on net investment hedges: a net investment hedge is the hedge of the
currency exposure on the retranslation of the Group’s net investment in a foreign operation.
Net investment hedges are accounted for by recognising changes in the fair value of the hedging
instrument which are, to the extent that the hedge is effective, recognised in other comprehensive
income. Further detail on net investment hedges can be found in Note 29.
For the year ended 31 March 2025, the gains recycled to the income statement on sale of a joint
venture are included in the gain on the sale of Primient joint venture calculation. Refer to Note 12 for
further details.
The pre-IFRS reserve relates to amounts previously recorded in reserves prior to transition to IFRS and
relates predominantly to merger reserves.
25. Trade and other payables
Trade payables are predominantly short-term and are initially recognised at fair value, which is
generally the invoice amount. The effects of the time-value of money are not material.

|  | At 31 March
| 2025 | 2024
| £m | £m
Current trade and other payables |  |
Trade payables | 233 | 174
Social security | 5 | 3
Accruals and deferred income | 101 | 64
Other payables | 28 | 18
Total | 367 | 259

There were £22 million non-current trade and other payables as at 31 March 2025 (2024 – £nil).
178
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
25. Trade and other payables continued
The carrying amount of trade and other payables was denominated in the following currencies:

|  | At 31 March
| 2025 | 2024
| £m | £m
US dollar | 222 | 128
Euro | 76 | 74
Sterling | 17 | 18
Other | 74 | 39
Total | 389 | 259

26. Borrowings
Borrowings are initially measured at fair value, net of transaction costs incurred, which is generally the
amount of proceeds received. Borrowings are subsequently measured at amortised cost using the
effective interest rate method, whereby the net proceeds are gradually increased to the amount that
will be ultimately settled using a constant rate of interest. This constant rate of return is used to
calculate the amount recognised as interest expense in the consolidated income statement.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the period-end date.
Non-current borrowings

|  | At 31 March
| 2025 | 2024
| £m | £m
US Private Placement Notes 2027 – 2033 1 (US dollar) | 619 | 537
US Private Placement Notes 2035 – 2037 2 (euro) | 229 | –
Total loan notes | 848 | 537
Term facility agreement 2027 3 (euro) | 230 | –
Other third-party borrowing | 15 | –
Lease liabilities | 52 | 36
Total non-current borrowings | 1 145 | 573

1 At 31 March 2025, the US Private Placement Notes totalled US$800 million (2024 – US$680 million), and are presented net of deferred
arrangement fees.
2. At 31 March 2025, the US Private Placement Notes totalled €275 million (2024 – €nil), and are presented net of deferred arrangement
fees.
3 At 31 March 2025, the term facility agreement totalled €275 million (2024 – €nil), and is presented net of deferred arrangement fees.
Current borrowings

|  | At 31 March
| 2025 | 2024
| £m | £m
US Private Placement Notes 2025 US dollar 1 | 139 | –
Total loan notes | 139 | –
Short-term loans and facilities | 8 | 7
Lease liabilities | 14 | 10
Total current borrowings | 161 | 17

1 At 31 March 2025, the US Private Placement Notes totalled US$180 million (2024 – US$nil million), and are presented net of deferred
arrangement fees.
To fund the CP Kelco acquisition, on 13 November 2024, the Group drew down i) a US$600 million
multi-currency bridge credit facility, maturing on 19 June 2025 and with two further six-month extension
options, and ii) a €275 million multi-currency three-year term loan facility at 1% + Euribor maturing on
15 November 2027.
On 12 March 2025, the Group issued a multi-tranche US$300 million and €275 million debt private
placement. On the same day, the Group used the proceeds to repay the bridge credit facility.
The following notes were issued:
 US$85 million 5.56% notes due 2030;
 US$65 million floating-rate notes (‘RFN’) due 2030;
 US$40 million floating-rate notes due 2032;
 US$110 million 5.84% notes due 2033;
 €140 million 4.03% notes due 2035; and
 €135 million 4.13% notes due 2037.
Included in other third-party borrowing is a £14 million loan in relation to a New Market Tax Credit
(NMTC) arrangement in the United States with certain counterparties. Prior to the acquisition, under the
NMTC arrangement, a US subsidiary of the CP Kelco Group obtained loans to fund the construction of
an ingredient production and manufacturing facility located in its Okmulgee, Oklahoma plant, which is
in a low-income community, in return for certain tax incentives. The loans are not permitted to be repaid
prior to February 2030. As part of the NMTC arrangement, certain guarantees and indemnities were
provided to the counterparties (including in respect of any losses suffered by the counterparties as a
result of CP Kelco’s US business’ failure to comply with the applicable regulatory requirements under
the NMTC arrangement). On acquisition the Group entered into this NMTC arrangement and holds
£11 million in loans receivable with respect to the counterparties, which partially offsets this third-party
borrowing (refer to Note 17).
179
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
26. Borrowings continued
Effective interest rates
The effective interest rates of the Group’s borrowings are as follows:

|  | Year ended 31 March
| 2025 | 2024
| £m | £m
US$180m 4.06% US Private Placement Notes 2025 | 4.1% | 4.1%
US$100m 4.16% US Private Placement Notes 2027 | 4.2% | 4.2%
US$100m 3.31% US Private Placement Notes 2029 | 3.3% | 3.3%
US$100m 2.91% US Private Placement Notes 2030 | 2.9% | 2.9%
US$85m 5.56% US Private Placement Notes 2030 | 5.6% | –
US$65m US Private Placement Notes 2030 RFN | 5.6% | –
US$100m 3.41% US Private Placement Notes 2031 | 3.4% | 3.4%
US$100m 3.01% US Private Placement Notes 2032 | 3.0% | 3.0%
US$40m US Private Placement Notes 2032 RFN | 5.8% | –
US$110m 5.84% US Private Placement Notes 2033 | 5.8% | –
€140m 4.03% US Private Placement Notes 2035 | 4.0% | –
€135m 4.13% US Private Placement Notes 2037 | 4.1% | –
€275m Term Facility agreement | 3.4% | –
Other third-party borrowing | 1.2% | –
Lease liabilities | 5.0% | 3.9%

Short-term loans
Short-term loans mature within the next 12 months. Short-term loans are arranged at floating rates of
interest and expose the Group to cash flow interest rate risk. The effective interest rate of short-term
loans is 4.2% (2024 – nil).
Credit facilities and arrangements
At 31 March 2025, the Group had a committed US$800 million sustainability-linked revolving credit
facility, which matures in May 2030, having been extended by a year in May 2025. There is a further
one-year extension option, which is subject to lender approval. The financial covenant thereon is
described in the ’Liquidity risk management’ section of Note 30. At 31 March 2025, the facility had
a sterling equivalent value of £621 million (2024 – £633 million) and was undrawn.
The facility incurs commitment fees at market rates prevailing when the facility was arranged. The
lenders have the right, but not the obligation, to cancel their commitments in the event of specified
events of default (principally an expected covenant breach or insolvency of the Group).
27. Change in working capital and other non-cash movements – total operations

| Year ended 31 March |
| 2025 | 2024
| £m | £m
Decrease in inventories | 22 | 78
Decrease in receivables | 6 | 36
Increase in payables | (15) | (103)
Movement in derivative financial instruments (excluding debt-related derivatives) | (1) | –
Decrease in provisions for other liabilities and charges | (4) | (4)
Change in working capital | 8 | 7
Other non-cash movements | (5) | (4)
Change in working capital and other non-cash movements | 3 | 3

28. Net debt – total operations
Reconciliation of the movement in cash and cash equivalents to the movement in net debt:

| Year ended 31 March |
| 2025 | 2024
| £m | £m
Net debt at beginning of the year | (153) | (238)
Net decrease in cash and cash equivalents including net cash acquired on acquisition | (99) | (27)
Net (increase)/decrease in borrowings and lease liabilities | (681) | 114
Net increase in loans receivable | 11 | –
(Increase)/decrease in net debt resulting from cash flows | (769) | 87
Currency translation differences | 10 | 2
Debt (borrowing and leases) acquired on acquisition of subsidiaries | (31) | –
Lease liabilities | (20) | (7)
Other non-cash movements | 2 | 3
(Increase)/decrease in net debt in the year | (808) | 85
Net debt at end of the year | (961) | (153)

180
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
28. Net debt – total operations continued
Movements in the Group’s net debt and a reconciliation of movements of liabilities to cash flows arising
from financing activities are shown in the table below.

| Cash and | Borrowings |  |
| cash | and lease | Loans |
| equivalents | liabilities | receivable 1 | Total
| £m | £m | £m | £m
At 1 April 2023 | 475 | (713) | – | (238)
Movement from cash flows | (27) | 114 | – | 87
Currency translation differences | (11) | 13 | – | 2
Lease liabilities | – | (7) | – | (7)
Other non-cash movements | – | 3 | – | 3
At 31 March 2024 | 437 | (590) | – | (153)
Movement from cash flows | (164) | (681) | 11 | (834)
Subsidiaries acquired | 65 | (31) | – | 34
Currency translation differences | (4) | 14 | – | 10
Lease liabilities | – | (20) | – | (20)
Other non-cash movements | – | 2 | – | 2
At 31 March 2025 | 334 | (1 306) | 11 | (961)

1 Relates to New Market Tax Credit arrangement in the United States; refer to Note 26 for further details.
At 31 March 2025, total liabilities arising from financing activities were £1,306 million (2024 –
£590 million).
Net debt is denominated in the following currencies:

|  | At 31 March
| 2025 | 2024
| £m | £m
US dollar | (630) | (204)
Euro | (427) | 1
Sterling | 38 | 4
Other | 58 | 46
Total | (961) | (153)

29. Financial instruments
Financial instruments comprise investments (other than investments in joint ventures), trade and
other receivables, cash and cash equivalents, trade and other payables, borrowings and derivative
financial instruments.
Derivatives are measured at fair value with any related transaction costs expensed as incurred.
The treatment of changes in the value of derivatives depends on their use as explained below.
Fair value hedges Hedging relationships are classified as fair value hedges where the hedging
instrument hedges the exposure to changes in the fair value of a recognised asset or liability that is
attributable to a particular risk. Where the hedging relationship is classified as a fair value hedge,
the carrying amount of the hedged asset or liability is adjusted by, or a firm commitment is recorded
for, the change in its fair value attributable to the hedged risk only and the resulting gain or loss is
recognised in the consolidated income statement where, to the extent that the hedge is effective,
it offsets the fair value gain or loss on the hedging instrument.
Net investment hedges A net investment hedge is the hedge of the currency exposure on the
retranslation of the Group’s net investment in a foreign operation. Net investment hedges are
accounted for similarly to cash flow hedges. Changes in the fair value of the hedging instrument are,
to the extent that the hedge is effective, recognised in other comprehensive income. In the event
that the foreign operation is disposed of, the cumulative fair value gain or loss recognised in other
comprehensive income is transferred to the consolidated income statement where it is included in the
gain or loss on disposal of the foreign operation.
Cash flow hedges Derivatives are also held to hedge the uncertainty in timing or amount of future
forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships.
For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised
in equity. Cost of hedging, where material and opted for, is recorded in a separate account within
equity. Any ineffective elements of the hedge are recognised in the consolidated income statement.
Ineffectiveness may occur if there are changes to the expected timing of the hedged transaction.
If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is
subsequently included within the carrying value of that asset. For other cash flow hedges, amounts
deferred in equity are taken to the consolidated income statement at the same time as the related
cash flow. When a derivative no longer qualifies for hedge accounting, any cumulative gain or
loss remains in equity until the related cash flow occurs. When the cash flow takes place, the
cumulative gain or loss is taken to the consolidated income statement. If the hedged cash flow
is no longer expected to occur, the cumulative gain or loss is taken to the consolidated income
statement immediately.
181
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
29. Financial instruments continued
Financial instruments by category
Set out below is a comparison by category of carrying values and fair values of the Group’s financial
assets and financial liabilities:

|  |  | Derivatives |  |  | At 31 March 2025
|  | Amortised | in a hedging | Investments | Total |
|  | cost/cash | relationship | in equities | carrying value | Fair value
| Notes | £m | £m | £m | £m | £m
Investments in equities | 18 | – | – | 28 | 28 | 28
Trade and other receivables | 17 | 435 | – | – | 435 | 435
Cash and cash equivalents | 16 | 334 | – | – | 334 | 334
Trade and other payables | 25 | (384) | – | – | (384) | (384)
Borrowings | 26 | (1 306) | – | – | (1 306) | (1 270)
Forward foreign exchange |  |  |  |  |  |
contract derivative net asset |  | – | 1 | – | 1 | 1
Commodity derivative net asset |  | – | 2 | – | 2 | 2

Investments in equities comprise financial assets recognised at fair value through profit or loss (FVPL),
and financial assets recognised at fair value through OCI (FVOCI). Further analysis is provided in Note 18.
Trade and other receivables presented above excludes £39 million (2024 – £26 million) relating to
prepayments (of which £16 million (2024 – £10 million) is included in non-current other receivables).
Trade and other payables presented above excludes £5 million relating to social security
(2024 – £3 million).

|  |  |  |  |  | At 31 March 2024
|  |  | Derivatives |  |  |
|  | Amortised | in a hedging | Investments | Total |
|  | cost/cash | relationship | in equities | carrying value | Fair value
| Notes | £m | £m | £m | £m | £m
Investments in equities | 18 | – | – | 28 | 28 | 28
Trade and other receivables | 17 | 279 | – | – | 279 | 279
Cash and cash equivalents | 16 | 437 | – | – | 437 | 437
Trade and other payables | 25 | (256) | – | – | (256) | (256)
Borrowings | 26 | (590) | – | – | (590) | (539)
Commodity derivative net liability |  | – | (3) | – | (3) | (3)

There are no listed bonds as at 31 March 2025 (2024 – £nil). At 31 March 2025, the Group held
US$980 million and €275 million US Private Placement Notes with a carrying value of £987 million
(2024 – US$680 million with a carrying value of £537 million) and a fair value of £950 million
(2024 – £486 million) measured by discounted estimated cash flows based on broker dealer quotations
and are categorised as Level 3 for fair value measurement. The remaining borrowings had a fair value
measured by discounted estimated cash flows with an applicable market quoted yield and are
categorised as Level 2 for fair value measurement.
Derivatives assets/(liabilities) are presented in the consolidated statement of financial position
as follows:

|  | At 31 March 2025 |  | At 31 March 2024
| Assets | Liabilities | Assets | Liabilities
| £m | £m | £m | £m
Non-current derivative financial instruments | – | – | – | –
Current derivative financial instruments | 4 | (1) | – | (3)
| 4 | (1) | – | (3)

Net investment hedges
The Group employs borrowings to hedge the currency risk associated with its net investments in
subsidiaries located in the US and Europe. The Group’s US dollar borrowings designated as net
investment hedges are presented in the table below.

|  | At 31 March
| 2025 | 2024
US dollar borrowings used to net investment hedge currency translation risk | £m | £m
Notional principal amounts of borrowings (weighted liability) | (565) | (320)
Gain/(loss) on translation of borrowings recognised in currency |  |
translation reserve | 12 | 7
Carrying amount of hedging instrument | (565) | (320)
| Oct 2025 – | Oct 2025 –
Maturity date | Mar 2033 | Aug 2032
Hedge ratio | 1:1 | 1:1
Change in intrinsic value of outstanding hedging instruments used to determine hedge effectiveness | 12 | 7
Change in intrinsic value of outstanding hedged item used to determine |  |
hedge effectiveness | (12) | (7)
Weighted average foreign currency rate for the year (/£1) | US$1.28 | US$1.25
Ineffectiveness recognised in profit or loss | – | –
Cumulative loss remaining in translation reserve 1 | (118) | (130)

1 Cumulative loss remaining in translation reserve in relation to US dollar US Private Placement Notes is £61 million (2024 – £73 million).
182
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
29. Financial instruments continued
Net investment hedges continued
The Group’s Euro borrowings designated as net investment hedges are presented in the table below.

|  | At 31 March
| 2025 | 2024
Euro borrowings used to net investment hedge currency translation risk | £m | £m
Notional principal amounts of borrowings (weighted liability) | (102) | (2 )
Loss on translation of borrowings recognised in currency |  |
translation reserve | (2) | –
Carrying amount of hedging instrument | (102) | (2 )
| July 2027 – | October 2025 –
Maturity date | March 2037 | August 2032
Hedge ratio | 1:1 | 1:1
Change in intrinsic value of outstanding hedging instruments used to determine hedge effectiveness | (2) | –
Change in intrinsic value of outstanding hedged item used to determine |  |
hedge effectiveness | 2 | –
Weighted average foreign currency rate for the year (/£1) | €1.20 | €1.17
Ineffectiveness recognised in profit or loss | – | –
Cumulative loss remaining in translation reserve 1 | (15) | (13 )

1 Cumulative loss remaining in translation reserve in relation to US Private Placement Notes is £2 million (2024 – £nil million).
For both the US dollar and Euro net investment hedges, there is an economic relationship between the
hedged item and the hedging instrument as the net investment creates a translation risk that will match
the foreign exchange risk on the US dollar and Euro borrowing respectively. The Group has established
a hedge ratio of 1:1 as the underlying risk of the hedging instrument is identical to the hedged risk
component. The hedge ineffectiveness will arise when the amount of the investment in the foreign
subsidiary becomes lower than the amount of the fixed rate borrowing.
Cash flow hedges
The Group employs pricing contracts, principally futures, to hedge cash flow risk associated with
forecast purchases of energy and chemicals used in the manufacturing process (ultimately recognised
in cost of sales) which are designated as cash flow hedges. The fair value of these hedging instruments
at 31 March 2025 is £3 million asset (2024 – £3 million liability). The most significant fair values
are attributable to natural gas cash flow hedges. There is an economic relationship between the hedged
items and the hedging instruments as the terms of the commodity futures match the terms of the
expected highly probable forecast transactions. The Group has established a hedge ratio of 1:1 for the
hedging relationships as the underlying risk of the commodity futures are identical to the designated
hedged risk components. Hedge ineffectiveness could arise from differences in timing of the cash flows
of the hedged items or hedged instruments or changes to the forecast amount of cash flows of hedged
items and hedging instruments. However, there was no ineffectiveness recorded in the current or prior
financial year.

|  | At 31 March
| 2025 | 2024
Natural gas cash flow hedge | £m | £m
Nominal amounts of futures contracts (each contract expressed in 10,000mBTU of usage) | 219 | 233
Gross carrying amount of outstanding hedged items: assets | – | 3
Gross carrying amount of outstanding hedged items: liabilities | (3) | –
Carrying amount of hedging instrument | 3 | (3)
Hedge ratio | 1:1 | 1:1
Change in intrinsic value of outstanding hedging instruments used to determine |  |
hedge effectiveness | 3 | (3)
Change in intrinsic value of outstanding hedged item used to determine |  |
hedge effectiveness | (3) | 3
Ineffectiveness recognised in profit or loss | – | –

In addition to the above, the Group uses foreign exchange forward contracts, principally futures,
designated as cash flow hedges to hedge cash flow risk associated with highly probable forecast
purchases in Brazilian Real made by the Group’s newly acquired CP Kelco Brazilian subsidiary which
has a US dollar functional currency. The fair value of these hedging instruments at 31 March 2025 is
£1 million asset (2024 – £nil). There is an economic relationship between the hedged items and the
hedging instruments as the terms of the foreign exchange forward contracts match the terms of the
expected highly probable forecast transactions. The Group has established a hedge ratio of 1:1 for the
hedging relationships as the underlying risk of the foreign exchange forward contracts are identical to
the designated hedged risk components. Hedge ineffectiveness could arise from differences in timing
of the cash flows of the hedged items or hedged instruments or changes to the forecast amount of cash
flows of hedged items and hedging instruments. However, there was no ineffectiveness recorded in the
current financial year.

|  | At 31 March
| 2025 | 2024
Brazilian Real forward exchange forward contracts cash flow hedge | £m | £m
Nominal amount of future expected Brazilian Real cash flow hedged (BRL128 million |  |
expressed in pound sterling equivalent) | 17 | –
Gross carrying amount of outstanding hedged items: assets | 17 | –
Gross carrying amount of outstanding hedged items: liabilities | (16) | –
Carrying amount of hedging instrument | 1 | –
Hedge ratio | 1:1 | –
Change in intrinsic value of outstanding hedging instruments used to determine |  |
hedge effectiveness | 1 | –
Change in intrinsic value of outstanding hedged item used to determine hedge |  |
effectiveness | (1) | –
Ineffectiveness recognised in profit or loss | – | –

183
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
29. Financial instruments continued
Cash flow hedges continued
The following table identifies the movements in the cash flow hedging reserve during the year, and the
periods in which the cash flows are expected to occur. The periods in which the cash flows are expected
to impact profit or loss are materially the same.

|  |  | At 31 March
|  | 2025 | 2024
|  | Commodity | Commodity
|  | derivatives | derivatives
Cash flow hedge reserve |  | £m | £m
Opening balance |  | (36) | (32)
Fair value gain/(loss) in the year |  | 4 | (6)
Hedging loss transferred to inventory |  | 2 | 4
Deferred tax |  | (2) | (1)
Share of other comprehensive expense of joint venture net of tax |  | 3 | (1)
Closing balance |  | (29) | (36)
Cash flows expected to occur 1 : |  |  |
– | within one year | (29) | (36)

1 Including the impact of foreign exchange differences included in translation reserve rather than hedging reserve.
Financial instruments measured at fair value: the fair value hierarchy
Fair value measurements are categorised into three different levels based on the degree to which the
inputs used to arrive at the fair value of the assets and liabilities are observable and the significance of
the inputs to the fair value measurement in its entirety, as follows:
 Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Group can assess at the measurement date. The prices of equity shares or bonds quoted on the
London Stock Exchange are examples of Level 1 inputs.
 Level 2 inputs are those, other than quoted prices included in Level 1, that are observable either
directly or indirectly.
 Level 3 inputs are unobservable inputs. The Group generally classifies assets or liabilities as Level 3
when their fair value is determined using unobservable inputs that individually, or when aggregated
with other unobservable inputs, represent more than 10% of the fair value of the observable inputs of
the assets or liabilities. This would include expected future cash flows from budgets and forecasts the
Group has made.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis,
the Group determines whether transfers have occurred between levels in the hierarchy by reassessing
categorisation (based on the lowest level of input that is significant to the fair value measurement as a
whole) at the end of the reporting period. There were no transfers between Level 1 and Level 2 fair value
measurements during the period, and no transfers into or out of Level 3 fair value measurements during
the year ended 31 March 2025.
The following tables illustrate the Group’s financial assets and liabilities measured at fair value:

|  |  |  |  |  | At 31 March 2025
|  |  | Level 1 | Level 2 | Level 3 | Total
|  | Notes | £m | £m | £m | £m
Assets at fair value |  |  |  |  |  |
Financial assets at FVPL |  | 18 | – | – | 23 | 23
Financial assets at FVOCI |  | 18 | – | – | 5 | 5
Derivative financial instruments: |  |  |  |  |  |
– | Forward foreign exchange contracts |  | 1 | – | – | 1
– | commodity derivatives |  | 3 | – | – | 3
Assets at fair value |  | 4 | – | 28 | 32
Liabilities at fair value |  |  |  |  |
Other financial liability (within other payables) | 35 | – | – | (1) | (1)
Derivative financial instruments: |  |  |  |  |
– | commodity derivatives |  | (1) | – | – | (1)
Liabilities at fair value |  |  | (1) | – | (1) | (2)

|  |  |  |  |  | At 31 March 2024
|  |  | Level 1 | Level 2 | Level 3 | Total
|  | Notes | £m | £m | £m | £m
Assets at fair value |  |  |  |  |  |
Financial assets at FVPL |  | 18 | – | – | 22 | 22
Financial assets at FVOCI |  | 18 | – | – | 6 | 6
Derivative financial instruments: |  |  |  |  |  |
– | commodity derivatives |  | – | – | – | –
Assets at fair value |  | – | – | 28 | 28
Liabilities at fair value |  |  |  |  |
Derivative financial instruments: |  |  |  |  |
– | commodity derivatives |  | (3) | – | – | (3)
Liabilities at fair value |  |  | (3) | – | – | (3)

184
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
29. Financial instruments continued
Level 3 financial assets
The following table reconciles the movement in the Group’s net financial instruments and fair value
adjustments due to risks hedged classified in Level 3 of the fair value hierarchy:

|  | Financial | Financial | Other |
|  | assets | assets | financial |
|  | at FVPL | at FVOCI | liability | Total
|  | £m | £m | £m | £m
At 1 April 2023 |  | 20 | 22 | – | 42
Income statement: |  |  |  |  |
Other comprehensive income |  | – | (17) | – | (17)
Remeasurement of non-qualified deferred compensation | arrangements (Note 18) | 3 | – | – | 3
Purchases |  | 2 | 1 | – | 3
Disposals |  | (3) | – | – | (3)
At 31 March 2024 |  | 22 | 6 | – | 28
Liability arising on business combination | – | – | (20) | (20)
Income statement: |  |  |  |  |
– | unrealised fair value change recognised in income statement |  |  |  |
| (other M&A) | – | – | 19 | 19
Other comprehensive income | – | (1) | – | (1)
Remeasurement of non-qualified deferred compensation | arrangements (Note 18) | 1 | – | – | 1
Purchases |  | 1 | – | – | 1
Disposals |  | (1) | – | – | (1)
At 31 March 2025 |  | 23 | 5 | (1) | 27

Sensitivity of the fair value measurement |
to reasonable changes to inputs | Year ended 31 March 2025 and 31 March 2024
Assets classified as FVOCI are long-term strategic investments that the Group does not control, nor have significant |
influence over. The investments are non-listed and are mainly start-ups or in the earlier stages of their lifecycle. |
Therefore, fair value has been determined based on the most recent funding rounds adjusted for indicators of impairment. The fair values assigned to each of the investments have different significant unobservable inputs and are sensitive to a number of market and non-market factors. Assets classified as FVPL largely consist of a ’non-qualified |
defined contribution’ pension scheme for which the movements in its assets are largely offset by corresponding |
movements on retirement benefit liabilities. For more details refer to Note 18. |

185
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
30. Risk management
Management of financial risk
The key financial risks faced by the Group are credit risk, liquidity risk and market risks, which include
interest rate risk, foreign exchange risk and certain commodity price risks. The Board regularly
reviews these risks and approves written policies covering the use of financial instruments to manage
these risks and sets overall risk limits. The derivative financial instruments approved by the Board of
Tate & Lyle PLC to manage financial risks include: swaps (both interest rate and currency), swaptions,
caps, forward rate agreements, foreign exchange contracts, commodity forward contracts and options,
and commodity futures.
The Chief Financial Officer retains overall responsibility for management of financial risk for the Group.
Most of the Group’s financing, interest rate and foreign exchange risks are managed through the Group
treasury company, Tate & Lyle International Finance PLC. Tate & Lyle International Finance PLC arranges
funding and manages interest rate, foreign exchange and bank counterparty risks within limits approved
by the Board of Tate & Lyle PLC.
Market risks
Foreign exchange management
The Group operates internationally and is exposed to foreign exchange risks arising from commercial
transactions (transaction exposure), and from recognised assets, liabilities and investments in foreign
operations (translation exposure).
Transaction exposure
The Group manages foreign exchange transaction risk using economic hedging principles including
managing working capital levels and entering into offsetting arrangements wherever possible. The
Group uses limited foreign exchange forward contracts to hedge its exposure to foreign currency risk in
some circumstances. Refer to Note 29 for details of the foreign exchange forward contracts the Group
holds at 31 March 2025 for one of its Brazilian subsidiaries. There are no other material amounts
recognised in the statement of financial position or hedging reserve in the current or prior period.
Translation exposure
The Group manages the foreign exchange exposure to net investments in overseas operations, in the US
and Europe, by borrowing in US dollar and in euro, which provide a partial match for the Group’s major
foreign currency assets. The detail of these net investment hedges is set out in Note 29.
The following table illustrates the Group’s sensitivity to the fluctuation of the Group’s major currencies
against sterling on its consolidated income statement and other components of equity, assuming that
each exchange rate moves in isolation. The consolidated income statement impact is due to changes
in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives.
The equity impact for foreign exchange sensitivity relates to non-derivative financial instruments
hedging the Group’s net investments in its European and US operations.

| Income | At 31 March 2025 | Income | At 31 March 2024
| statement -/+ | Equity -/+ | statement -/+ | Equity -/+
| £m | £m | £m | £m
Sterling/US dollar 10% change | 2 | 62 | 1 | 37
Sterling/euro 10% change | 4 | 47 | – | –

Interest rate management
The Group has an exposure to interest rate risk, arising principally from changes in US dollar and Euro
interest rates. In the 2025 and 2024 financial years, the objective of optimising net finance expense and
reducing volatility in reported earnings was achieved by ensuring an optimal mix of fixed and floating-
rate debt. All pre-acquisition long-term borrowings are fixed at low interest rates. Given the prevailing
higher interest rates, the new borrowings in the year are a mixture of fixed and floating-rate debt.
The Group retains the option of entering into interest rate swaps and a full risk assessment is performed
and recommendation is made to the Group’s Board each year on how to best manage interest rate risk
for the forthcoming 12 months.
The proportion of gross debt managed by the Group’s treasury function at 31 March 2025 that was
fixed or capped for more than one year was 74% (2024 – 100%). At 31 March 2025, the longest term of
any fixed rate debt held by the Group was until March 2037 (2024 – until 2032).
Given the combination of the proportion of debt that is fixed rate debt and the cash balance held on
deposit, as at 31 March 2025, if interest rates increased by 100 basis points, Group profit before tax
would increase by £nil million (2024 – £4 million). If interest rates decreased by 100 basis points, or less
where applicable, Group profit before tax would increase by £1 million (2024 – decrease by £3 million).
If the Group maintains a consistent level of working capital benefit in relation to supply-chain financing
arrangements (see ‘Liquidity risk management’ section) then an increase in interest rates of 100 basis
points would decrease Group profit before tax by £nil million (2024 – £1 million).
186
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
30. Risk management continued
Price risk management
The Group employs limited pricing contracts, principally futures, to hedge cash flow risk associated with
certain forecast purchases of energy (gas) and chemicals used in the manufacturing process in North
America which are designated as cash flow hedges. Refer to Note 29. At 31 March 2025, the Group
did not hold any futures with respect to chemicals. The Group ‘s sensitivity in respect of natural gas
derivatives for a +/- 10% movement in underlying prices is £1 million (2024 – £1 million for both natural
gas and chemical derivatives). In other regions (mainly Europe), energy volumes and price are locked in
advance of physical delivery. These contracts are classified as ‘own use’ contracts since they are entered
into for the purpose of the Group’s ordinary operations.
All corn procurement transferred to Primient on completion of its sale meaning that the Group procures
corn from Primient (both for the manufacturing of corn-based finished goods in the Group’s US
manufacturing sites and for corn embedded in the finished goods manufactured by Primient and sold
to the Group under long-term agreements). The Group manages the corn price risk by using economic
hedging principles such as entering into offsetting positions with its supplier (Primient) and customers.
For certain contracts with Primient, the Group remains exposed to variations in basis and the price of co-
products. The Group’s sensitivity in respect of basis for a 50% movement is £3 million (2024 – £3 million).
Its sensitivity in respect of co-products for a 25% movement is £3 million (2024 – £3 million).
Credit risk management
Counterparty credit risk arises from the placing of deposits (refer to Note 16) and entering into derivative
financial instrument contracts with banks and financial institutions, as well as credit exposures inherent
within the Group’s outstanding receivables. The Group manages credit risk by entering into financial
instrument contracts substantially with investment grade counterparties approved by the Board.
The Board has approved maximum counterparty exposure limits for specified banks and financial
institutions based on the long-term credit ratings from major credit rating agencies. Trading limits
assigned to commercial customers are based on ratings from Dun & Bradstreet. In cases where
published financial ratings are not available or inconclusive, credit application, reference checking,
measurement of performance against agreed terms, and obtaining of customers’ financial information
such as liquidity and turnover ratio, are required to evaluate customers’ creditworthiness. Counterparties’
positions are monitored on a regular basis to ensure that they are within the approved limits and there are
no significant concentrations of credit risks.
The Group’s trade receivables are short-term in nature and are largely comprised of amounts receivable
from business customers. Concentrations of credit risk with respect to trade receivables are limited, with
our customer base including large, unrelated and internationally dispersed customers. The Group
considers its maximum exposure to credit risk at the year-end date is the carrying value of each class of
financial assets as disclosed under financial instruments by category on page 182. Refer to Note 17 for
the effect of expected credit loss on the Group’s trade receivables.
Liquidity risk management
The Group manages its exposure to liquidity risk and ensures maximum flexibility in meeting changing
business needs by maintaining access to a wide range of funding sources, including capital markets
and bank borrowings. The majority of the Group’s borrowings are raised through the Group treasury
company, Tate & Lyle International Finance PLC, and are then on-lent to the business units on an arm’s
length basis.
At the year end, the Group held cash and cash equivalents of £334 million (2024 – £437 million) and had
committed undrawn facilities of US$800 million (£621 million) (2024 – £633 million). These resources
are maintained to provide liquidity back-up and to meet the projected maximum cash outflow from debt
repayment, capital expenditure and seasonal working capital needs foreseen for at least a year into the
future at any one time. The Group policy requires that available liquidity (undrawn committed facilities
plus cash) is greater than £400 million and minimum liquidity requirements are maintained in order to
retain an investment-grade credit rating, per any relevant published definitions of Standard & Poor’s.
At 31 March 2025, the average maturity of the Group’s drawn financing was 5.5 years (2024 – 5.1 years).
To allow more effective management of interest rate risk and optimisation of overall cost of debt, the
Group policy is as follows: a) no more than 20% of the total Group gross debt plus undrawn committed
facilities should mature within 12 months from balance sheet date, b) the Group’s core undrawn
committed bank facility must be refinanced no later than 12 months prior to its full maturity, and c) at
least 50% of drawn debt should have a maturity of more than 2.5 years. At 31 March 2025, after taking
account of undrawn committed facilities, the Group was compliant with the policy.
The Group maintained a core committed revolving credit facility of US$800 million, which matures on
16 May 2030, having been extended by a year in May 2025. There is a further one-year extension option,
which is subject to lender credit approval. This facility is unsecured and contains one financial covenant,
that the multiple of net debt to EBITDA, as defined in the facility agreement, should not be greater than
3.5 times, increasing to 4.0 for 18 months after a transformational acquisition. The Group policy requires
that net debt be managed within the target range of 1.0 – 2.5 times EBITDA (including the impact of IFRS
16). Despite the increased borrowings to fund the CP Kelco acquisition, at 31 March 2025, the Group was
within this range (see table below).
At 31 March 2025, the Group had US$980 million and €275 million of US Private Placement Notes which
mature between 2025 and 2032. In April 2023, the Group repaid the US$95 million (£77 million) US
private debt floating-rate note ahead of its maturity using cash. A further US$25 million (£21 million)
relating to a US Private Placement Note was repaid on maturity in October 2023 from cash. In November
2024, the Group drew down a €275 million multi-currency three-year term loan facility at 1% + Euribor
maturing on 15 November 2027. On 12 March 2025, the Group issued a multi-tranche US$300 million
and €275 million debt private placement. These remaining notes and newly issued debt contain financial
covenants that the multiple of net debt to EBITDA, as defined in the note purchase agreement, should not
be greater than 3.5 times, increasing to 4.0 for 18 months after a transformational acquisition. The Group
was below this limit.
The ratios for this financial covenant were:

| Year ended 31 March |
| 2025 | 2024
| Times | Times
Net debt/EBITDA 1 | 2.3 | 0.3

1 This financial covenant applies to the revolving credit facility, US Private Placement Notes, Euro Private Placement Notes, and euro
term loan.
187
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
30. Risk management continued
Liquidity risk management continued
The Group monitors compliance against all its financial obligations and it is Group policy to manage the
consolidated statement of financial position so as to operate well within these covenanted restrictions.
In both the current and prior reporting periods, the Group complied with its financial covenants at all
measurement points. (The Group is required to report on covenants after the interim and year-end
reporting dates).
Note that the multiple of net debt to EBITDA as required for the financial covenants of the loan notes and
revolving credit facility is a different measure to the simplified calculation of net debt to EBITDA used as
a Group KPI. This KPI is more directly related to information in the Group’s financial statements and is
reported in Note 4.
The table below analyses the undiscounted cash flows related to the Group’s non-derivative financial
liabilities and derivative assets and liabilities.

|  |  |  | At 31 March 2025
|  | < 1 year | 1 – 5 years | > 5 years
Liquidity analysis |  | £m | £m | £m
Borrowings |  | (140) | (502) | (583)
Lease liabilities |  | (14) | (37) | (15)
Interest on borrowings |  | (48) | (147) | (87)
Trade and other payables |  | (362) | (22) | –
Derivative contracts: |  |  |  |
– | receipts | 139 | – | –
– | payments | (138) | – | –
Derivative contracts |  | 3 | – | –

|  |  |  | At 31 March 2024
|  | < 1 year | 1 – 5 years | > 5 years
Liquidity analysis |  | £m | £m | £m
Borrowings |  | – | (222) | (317)
Lease liabilities |  | (11) | (32) | (8)
Interest on borrowings |  | (19) | (56) | (23)
Trade and other payables |  | (256) | – | –
Derivative contracts: |  |  |  |
– | receipts | 65 | – | –
– | payments | (65) | – | –
Commodity derivatives |  | (3) | – | –

Derivative contracts include forward exchange contracts. Commodity pricing contracts included in the
table opposite represent options and futures.
The Group also participated in certain customer-led supply-chain financing arrangements which
resulted in an earlier payment through an intermediary (usually a bank) at a discount. Other than a
working capital benefit relating to these arrangements of £59 million in the year ended 31 March 2025
(2024 – £73 million) and the supply-chain financing costs, there is no further impact on the Group’s
accounting on the basis that once the intermediary has settled the receivable it is derecognised as there
is no further recourse to the Group in the event the customer defaults on its payment to the intermediary.
The Group is also not able to instigate collection ahead of the contractual terms of this arrangement.
As such, the classification of the trade receivable is not changed. The discount incurred is recorded as
a reduction of revenue.
The Group also offers certain supply-chain financing arrangements to vendors. Under these
arrangements the Group works with an intermediary to offer supply-chain financing to its vendors who
want to be paid earlier at a discount. Under these arrangements suppliers can choose an accelerated
payment via the intermediary for an interest cost based on the Group’s credit rating. Amounts owed by
the Group to intermediaries are presented in trade payables on the balance sheet and cash flows are
presented in net cash generated from operating activities. This arrangement results in no costs to the
Group. Amounts owed to the intermediary at 31 March 2025 were £36 million (2024 – £36 million), of
which the vendor has received payment from the intermediary of £36 million. Materially the supply-chain
financing arrangements to vendors relate to the Group’s purchases from Primient. The Group considers
that the classification of related amounts owed to intermediaries as trade payables is appropriate on the
basis that the payment terms have not been extended with the majority being up to 60 days. This remains
consistent with payment terms to vendors not participating in supply-chain financing activities which
have a range between 30 and 90 days). There were no non-cash changes to the carrying value of
supply-chain financing arrangement in trade payables.
Sustainability
The Group has linked its sustainability targets to key performance indicators in the committed undrawn
facilities such that the margin paid for the facilities is adjusted for performance against specified targets
achieved as evidenced by the relevant Sustainability Compliance Certificate.
Capital risk management
The Group’s primary objectives in managing its capital are to safeguard the business as a going concern;
to maintain the dividend policy; to maintain sufficient financial flexibility to undertake its investment
plans; and to retain an investment-grade credit rating which enables access to debt capital markets.
The Group’s financial profile and level of financial risk are assessed on a regular basis in the light of
changes to the economic conditions, business environment, the Group’s business profile and the risk
characteristics of its businesses.
Tate & Lyle PLC has contractual relationships with Standard & Poor’s (S&P) for the provision of a credit
rating. At 31 March 2025, the long-term credit rating from S&P was BBB (stable outlook) (2024 – BBB).
188
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
30. Risk management continued
Liquidity risk management continued
Capital risk management
The Group regards its total capital as follows:

|  |  | At 31 March
|  | 2025 | 2024
| Note | £m | £m
Net debt | 28 | 961 | 153
Equity attributable to owners of the Company |  | 1 590 | 1 238
Total capital |  | 2 551 | 1 391

31. Retirement benefit obligations
For accounting purposes, a valuation of each of the defined benefit plans is carried out annually at
31 March using independent qualified actuaries. Benefit obligations are measured using the projected
unit credit method and are discounted using the market yields on high-quality corporate bonds
denominated in the same currency as, and of similar duration to, the benefit obligations. Plan assets
are measured at their fair value at the period-end date. Where a plan holds a qualifying insurance
policy, the fair value of the policy is equivalent to the present value of the related benefit obligations.
A deficit or surplus is recognised on each plan, representing the difference between the present value
of the benefit obligation and the fair value of the plan assets.
The costs of the defined benefit plan that are recognised in the consolidated income statement
include the current service cost, any past service cost, and the interest on the net deficit or surplus.
Gains or losses on curtailments or settlements of the plans are recognised in the consolidated income
statement in the period in which the curtailment or settlement occurs. Plan administration costs
incurred by the Group are also recognised in the consolidated income statement. Interest on the net
deficit or surplus is calculated by applying the discount rate that is used in measuring the present
value of the benefit obligation to the opening deficit or surplus.
Remeasurements of the deficit or surplus are recognised in other comprehensive income.
Remeasurements comprise differences between the actual return on plan assets (less asset
management expenses) and the interest on the plan assets and actuarial gains and losses. Actuarial
gains and losses represent the effect of changes in the actuarial assumptions made in measuring the
present value of the benefit obligation and experience differences between those assumptions and
actual outcomes. Actuarial gains and losses are recognised in full in the period in which they occur.
For defined contribution plans, contributions made by the Group to defined contribution pension
schemes are recognised in the consolidated income statement in the period in which they fall due.
Plan information
The Group operates a number of defined benefit pension plans, principally in the UK and the US.
At 31 March 2025, the Group’s retirement benefit obligations are in a net deficit of £100 million
(2024 – deficit of £82 million).
The UK final salary plans primarily comprise funded retirement benefit plans where plan assets were
previously held separately from those of the Group in funds that were under the control of trustees. In the
2020 financial year, the Group supported the trustees of the main UK pension scheme in completing a
£930 million bulk annuity insurance policy ‘buy-in’ for that scheme. As a result, the assets of the main
UK pension scheme were replaced with an insurance asset matching UK scheme liabilities. In the current
year and prior year, the actuarial movements in the liabilities subject to the ‘buy-in’ are matched by an
equal and opposite movement on its assets, both of which are recorded in other comprehensive income.
In June 2023, the main UK pension scheme entered winding up. At 31 March 2025, all data and benefit
specification reconciliation work and legal due diligence have been completed and the final balancing
premium has been paid (out of plan assets). Once individual scheme member policies have been
created, the ‘buy-out’ will be completed and the residual risk insurance premium will be paid. The ‘buy-
out’ will extinguish the remaining risks and liabilities and is expected to occur in the first half of the
Group’s 2026 financial year.
The UK plans are closed to new entrants and to future accrual. In the UK, scheme members can elect
to forego a portion of their future pension benefits, in return for a lump sum payment, or a transfer out to
other arrangements. These amounts are excluded from future benefit projections.
The main UK pension scheme was ‘contracted-out’ of the Additional State Pension (State Second
Pension) and there have been a number of further rules changes since 1997. In June 2023, the UK High
Court (Virgin Media Limited v NTL Pension Trustees II Limited) ruled that certain historical amendments
for contracted out defined benefit schemes were invalid if they were not accompanied by the correct
actuarial confirmation. Based on work performed to assess the nature of the rule changes, management
does not consider that this judgment creates a material exposure. The Trustee and Group are monitoring
developments and will consider if there are any implications for the main UK pension scheme in the
context of the finalisation of the winding up of the scheme with the insurer.
The Group has acquired two material pension plans as part of the recent CP Kelco acquisition related
to its German subsidiary. Firstly, the New Promises plan, which is closed to new employees but still
has active members and, secondly, the Former Biopolymers plan, which is closed to future accrual.
Both plans are unfunded and as such the Group will cover the benefits as they fall due.
The US plans, presented below, principally comprise:
 two funded plans where plan assets are held separately from those of the Group in funds that are
under the control of an investment management committee. These plans are closed to new entrants
and to future accrual;
 a retirement benefit plan to certain employees which is funded but the associated assets do not
qualify for recognition as IAS 19 plan assets. Accordingly, the plan is presented below as funded.
The related assets are recognised as FVPL assets within investments in equities (refer to Note 18).
This is referred to as ‘non-qualified deferred compensation arrangements’ within this note;
 a retirement benefit plan for certain employees which is unfunded and non-qualified for tax purposes;
 an unfunded retirement medical plan where the costs of providing these benefits are recognised in
the period in which they are incurred. Such plans provide financial assistance in meeting various
costs including medical, dental and prescription drugs. Employees are required to contribute to the
cost of benefits received under the plans. The liability associated with this plan at 31 March 2025 was
£29 million (2024 – £33 million). The Group paid £3 million (2024 – £3 million) into this plan in the year.
Details on assumptions applied in the calculation of the liability and sensitivity analysis thereon are
included in this note.
189
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
31. Retirement benefit obligations continued
Plan information continued
In the year ended 31 March 2024, the Group initiated the plan termination of one of the two US
funded plans. This ’buy-out’ is expected to be completed in the Group’s 2026 financial year.
The Group operates defined contribution pension plans in a number of countries. Contributions payable
by the Group to these plans during the year amounted to £13 million (2024 – £13 million).
Movement in net defined benefit asset/(liability)
Analysis of net defined benefit asset/(liability)

| UK | Europe | US | At 31 March 2025 | UK | US | At 31 March 2024
| plans | plans 1 | plans | Total | plans 2 | plans | Total
| £m | £m | £m | £m | £m | £m | £m
Benefit obligations: |  |  |  |  |  |  |
Funded plans | (551) | – | (372) | (923) | (622) | (399) | (1 021)
Unfunded plans | – | (28) | (70) | (98) | (3) | (76) | (79)
| (551) | (28) | (442) | (1 021) | (625) | (475) | (1 100)
Fair value of plan assets | 549 | – | 372 | 921 | 618 | 400 | 1 018
Net deficit | (2) | (28) | (70) | (100) | (7) | (75) | (82)
Presented in the statement of financial |  |  |  |  |  |  |
position as: |  |  |  |  |  |  |
Retirement benefit surplus | 6 | – | 22 | 28 | 5 | 24 | 29
Retirement benefit deficit | (8) | (28) | (92) | (128) | (12) | (99) | (111)
| (2) | (28) | (70) | (100) | (7) | (75) | (82)

1 At 31 March 2024, the UK plans included £3 million of legacy unfunded retirement benefit plans of European subsidiaries which were
not shown separately due to their immaterial nature. These unfunded plans have been reclassified into the Europe plans column
following the acquisition of CP Kelco and its material European plans and totalled £4 million at 31 March 2025.
2 Includes £3 million relating to legacy unfunded retirement benefit plans of European subsidiaries.
Net defined benefit asset/(liability) reconciliation

|  |  | UK | Europe | US plans | US plans |
|  |  | plans | plans 1 | funded | Unfunded 3 | Total
|  |  | £m | £m | £m | £m | £m
Net deficit at 1 April 2024 |  |  | (7) | – | 1 | (76) | (82)
Subsidiaries acquired |  |  | – | (26) | – | – | (26)
Reclassification of European plans |  |  | 3 | (3) | – | – | –
Income statement: |  |  |  |  |  |  |
– | current service costs |  | – | – | – | – | –
– | administration costs |  | (1) | – | (1) | – | (2)
– | net interest expense US plans |  | – | – | 1 | (4) | (3)
Other comprehensive income: |  |  |  |  |  |
– | actual return lower than interest on plan assets |  | (47) | – | (4) | – | (51)
– | actuarial gain/(loss): |  |  |  |  |  |
| – | changes in financial assumptions | 49 | 1 | 8 | 1 | 59
| – | changes in demographic assumptions | 1 | – | – | 1 | 2
| – | experience against assumptions | (2) | – | (1) | 1 | (2)
– | Asset ceiling restriction recognised in OCI |  | – | – | (5) | – | (5)
Other movements: |  |  |  |  |  |
– | employer’s contribution |  | 2 | – | – | 7 | 9
– | non-qualified deferred compensation arrangements |  | – | – | – | – | –
– | currency translation differences |  | – | – | 1 | – | 1
Net deficit at 31 March 2025 |  |  | (2) | (28) | – | (70) | (100)

3 Included within US unfunded plans is the retirement medical plan of £29 million (2024 – £33 million) liability.
190
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
31. Retirement benefit obligations continued
Analysis of movement in the benefit obligations

|  |  | UK | Europe | US plans | US plans |
|  |  | plans | plans 1 | funded | unfunded | Total
|  |  | £m | £m | £m | £m | £m
At 1 April 2024 |  |  | (625) | – | (399) | (76) | (1 100)
Subsidiaries acquired |  |  | – | (26) | – | – | (26)
Reclassification of European plans |  |  | 3 | (3) | – | – | –
Income statement: |  |  |  |  |  |  |
– | current service costs |  | – | – | – | – | –
– | interest costs |  | (29) | – | (18) | (4) | (51)
Other comprehensive income: |  |  |  |  |  |
– | actuarial gain/(loss): |  |  |  |  |  |
| – | changes in financial assumptions | 49 | 1 | 8 | 1 | 59
| – | changes in demographic assumptions | 1 | – | – | 1 | 2
| – | experience against assumptions | (2) | – | (1) | 1 | (2)
Other movements: |  |  |  |  |  |
– | benefits paid |  | 52 | – | 29 | 7 | 88
– | non-qualified deferred compensation arrangements |  | – | – | – | – | –
– | currency translation differences |  | – | – | 9 | – | 9
At 31 March 2025 |  |  | (551) | (28) | (372) | (70) | (1 021)

1 At 31 March 2024, the UK plans included £3 million of legacy unfunded retirement benefit plans of European subsidiaries which were
not shown separately due to their immaterial nature. These unfunded plans have been reclassified into the Europe plans column
following the acquisition of CP Kelco and its material European plans and totalled £4 million at 31 March 2025.
Analysis of movement in plan assets

|  | UK | Europe | US plans | US plans |
|  | plans | plans | funded | unfunded | Total
|  | £m | £m | £m | £m | £m
At 1 April 2024 |  | 618 | – | 400 | – | 1 018
Income statement: |  |  |  |  |  |
– | administration costs | (1) | – | (1) | – | (2)
– | interest gains | 29 | – | 19 | – | 48
Other comprehensive income: |  |  |  |  |
– | actual return lower than interest on plan assets | (47) | – | (4) | – | (51)
Other movements: |  |  |  |  |
– | employer’s contribution | 2 | – | – | – | 2
– | benefits paid | (52) | – | (29) | – | (81)
– | currency translation differences | – | – | (8) | – | (8)
At 31 March 2025 – total before asset ceiling |  | 549 | – | 377 | – | 926
Asset ceiling restriction recognised in OCI |  | – | – | (5) | – | (5)
At 31 March 2025 |  | 549 | – | 372 | – | 921

Significant assumptions
For accounting purposes, the benefit obligation of each plan is based on assumptions made by the
Group on the advice of independent actuaries. For the UK and European defined benefit pension plan
these ‘best estimate’ IAS 19 assumptions are different to the more prudent assumptions used for funding
valuation purposes. For the US defined benefit pension plan, the funding valuation assumptions are
identical to the IAS 19 assumptions.

|  |  |  | At 31 March 2025 |  | At 31 March 2024
Principal assumptions |  | UK | Europe | US | UK | US
Inflation rate |  | 3.0%/3.3% | 2.3% | 2.5% | 3.0%/3.4% | 2.5%
Expected rate of salary increases |  | n/a | 3.0% | n/a | n/a | n/a
Expected rate of pension increases: |  |  |  |  |  |
– | deferred pensions | 3.0% | 0% | n/a | 3.0% | n/a
– | pensions in payment | 3.3% | 2.3% | n/a | 3.3% | n/a
Discount rate | 5.7% | 3.8% | 5.25% | 4.8% | 5.0%
Average life expectancy | 20.8/22.4 | 21.0/23.8 | 20.8/23.5 | 20.8/22.4 | 20.7/23.4
– | male aged 65 now/in 20 years | years | years | years | years | years
|  | 23.5/25.1 | 24.4/26.6 | 22.7/25.4 | 23.4/25.1 | 22.6/25.3
– | female aged 65 now/in 20 years | years | years | years | years | years

Principal assumptions used in calculating the US medical benefit obligation are medical cost inflation
and the discount rate applied to the expected benefit payments. The Group has assumed medical cost
inflation at 7.25% (aged under 65)/5.00% (aged over 65) (initial) and 6.5% (aged under 65)/4.25% (aged
over 65) (ultimate) per annum (2024 – 6.0%) and used a discount rate of 5.2% (2024 – 5.0%).
Sensitivity of principal assumptions
At 31 March 2025, the sensitivity of the net surplus/(deficit) on the plans to changes in the principal
assumptions was as follows (assuming in each case that the other assumptions are unchanged):

|  |  | Increase/(decrease) in obligation
|  | Impact of | Impact of
|  | increase in | decrease in
| Change in | assumption | assumption
| assumptions +/- | £m | £m
Inflation rate 1 | 50bps | 19 | (19)
Life expectancy | 1 year | 43 | (43)
Discount rate | 50bps | (43) | 47

1 Inflation rate sensitivity covers the inflation assumption, expected rate of salary increases assumption and expected rate of pensions in
payment increases assumption.
191
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
31. Retirement benefit obligations continued
Analysis of plan assets (excluding impact of asset ceiling restriction)

|  |  |  | Year ended 31 March 2025 |  |  | Year ended 31 March 2024
| UK | Europe | US | Total | UK | US | Total
| £m | £m | £m | £m | £m | £m | £m
Quoted 1 |  |  |  |  |  |  |
Equities | 3 | – | – | 3 | 3 | – | 3
Corporate bonds | 2 | – | – | 2 | 2 | – | 2
Investment funds | 2 | – | – | 2 | 5 | – | 5
Liability Driven Investments |  |  |  |  |  |  |
(LDI) fixed income | – | – | 373 | 373 | – | 396 | 396
Cash | 6 | – | – | 6 | 6 | – | 6
Unquoted |  |  |  |  |  |  |
Insurance policies | 536 | – | 4 | 540 | 602 | 4 | 606
| 549 | – | 377 | 926 | 618 | 400 | 1 018

1 Quoted assets contain certain pooled funds where the underlying assets are quoted.
The fair value of the insurance policies is deemed to be equivalent to the present value of the related
benefit obligation. The Group also paid an additional £3 million (2024 – £3 million) into the US unfunded
retirement medical plans and £4 million (2024 – £4 million) into the US unfunded pension plans to meet
the cost of providing benefits in the financial year.
Maturity profile
At 31 March 2025, the weighted average duration of the plans and the benefit payments expected by the
plans are as follows:

|  | UK | Europe | US |
|  | plans | plans | plans | Total
|  | £m | £m | £m | £m
Weighted average duration (years) |  | 9.8 | 14.5 | 8.6 | 9.4
Benefit payments expected: |  |  |  |  |
– | within 12 months | 44 | 1 | 38 | 83
– | 1 to 5 years | 174 | 4 | 145 | 323
– | 6 to 10 years | 214 | 6 | 161 | 381

Funding of the plans
As required by local regulations, actuarial valuations of the US and Europe pension plans are carried
out each year. As a result of the main UK scheme entering winding up, a triennial actuarial valuation no
longer needs to be completed. Given that the liabilities were secured through the purchase of a bulk
annuity insurance policy as part of the ‘buy-in’, both core contributions to the scheme and
supplementary contributions to the secured funding account have ceased.
Whilst the insurer has now assumed responsibility for the ongoing administration of the main UK scheme,
the Group continues to fund other ongoing administration costs until the ‘buy-out’ is completed.
The Group paid £1 million in relation to the main UK scheme in this financial year, and £1 million of
contributions for the other UK scheme. In respect of the US plans no contributions were paid to the
funded plans, £4 million to the unfunded pension plan with £3 million paid for health plans.
During the year ending 31 March 2026 the Group expects to contribute approximately £6 million to its
defined benefit pension plans (excluding the residual risk insurance premium following the ‘buy-out’ of
the main UK scheme) and to pay approximately £3 million in relation to US retirement medical benefits.
Where a plan is in surplus, the surplus recognised is limited to the present value of any amounts that the
Group expects to recover by way of refunds or a reduction in future contributions.
Risk mitigation

Risk | Action taken
Investment | The investment and longevity risks for the main UK scheme have been fully insured through the
and longevity | purchase of a qualifying bulk annuity insurance policy during the year ended 31 March 2020.
risks | At 31 March 2025, £540 million (2024 – £606 million) of the benefit obligation was fully matched by
| qualifying insurance policies that also mitigate longevity and investment risks. The remaining assets
| of the funded defined benefit plans in the US are predominantly held in fixed interest security type
| investments, as a result of the de-risking initiatives through the sale of equities and some investment
| funds. The Group therefore uses an asset matching strategy to hedge the liability with cash flows
| and credit profiles similar to the specific pension plan liabilities, and which are designed to match the
| movement in the balance sheet liabilities. No leverage is used and there are no derivatives used in the
| portfolio. Note that it is not possible to precisely match the liability movements as it is not possible to
| construct a portfolio that generates an identical yield to AA Corporate Bond yields that are used to
| value the liabilities under IFRS.
Interest rate | The bulk annuity insurance policy has nullified the interest rate risk for the main UK scheme. For the
risk | US funded plans, the Group seeks to ensure that, as far as practicable, the investment portfolios are
| invested in securities with maturities and in currencies that match the expected future benefit
| payments as they fall due.
Inflation risk | Inflation risk for the main UK scheme has also been nullified due to the bulk annuity policy. The
| deferred pensions and pensions in payment in the US funded plans do not attract inflation increases.
| Some inflation risk exists in relation to the employee members’ benefits which is mitigated by holding
| index-linked government bonds and corporate bonds.

32. Share-based payments
All of the awards granted under the existing plans are classified as equity-settled awards. The Group
recognises compensation expense based on the fair value of the awards measured at the grant date
using the Monte Carlo simulation model. Fair value is not subsequently remeasured unless relevant
conditions attaching to the award are modified.
Fair value reflects any market performance conditions and all non-vesting conditions. Adjustments are
made to the compensation expense to reflect actual and expected forfeitures due to failure to satisfy
service conditions or non-market performance conditions.
The resulting compensation expense is recognised in the consolidated income statement on a
straight-line basis over the vesting period and a corresponding credit is recognised in equity. In the
event of the cancellation of an award the compensation expense that would have been recognised
over the remainder of the vesting period is recognised immediately in the consolidated income
statement.
The Company operates share-based incentive arrangements for the executive directors, senior
executives and other eligible employees under which awards and options are granted over the
Company’s ordinary shares. All of the arrangements under which awards and options were outstanding
during the 2025 and 2024 financial years are classified as equity-settled.
192
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
32. Share-based payments continued
During the year, the compensation expense recognised in profit or loss in respect of share-based
incentives was £12 million (2024 – £13 million). Other than the Sharesave Plan, all option awards have
a nil exercise price. The following arrangements existed during the period:
Performance Share Plan
The Group’s principal ongoing share-based incentive arrangement is the Performance Share Plan (PSP).
Participation in the PSP is restricted to the executive directors and other senior executives. Awards made
under the PSP normally vest provided the participant remains in the Group’s employment until the end of
the performance period and are subject to the satisfaction of performance conditions.
The conditions applicable to PSP awards relate to the achievement of organic revenue growth, the
Group adjusted return on capital employed (ROCE), relative total shareholder return (TSR) and Purpose
and Sustainability metrics over the performance period. Up to 30% of each award vests dependent
on compound organic revenue growth over the performance period. Up to 25% of each award vests
dependent on the Group’s adjusted ROCE from continuing operations reaching specified levels at the
end of the performance period. Up to 25% of each award vests based on TSR over the period ranked
against the Group’s industry peers. The final 20% vests based on achievement of Purpose and
Sustainability aims with the outcomes for the financial year of vesting compared to stated goals.
The performance period runs for three financial years commencing in the financial year in which the
award is granted.
Group Bonus Plan – deferred element
Bonuses earned under the Group Bonus Plan (GBP) are normally paid in cash up to 100% of the base
salary of the participating executive. Any excess above 100% of base salary is paid in the form of
deferred shares that are released after two years subject to the executive remaining in the Group’s
employment. During the vesting period, payments in lieu of dividends are made in relation to the
deferred shares, and are paid on the release of the deferred shares.
Sharesave Plan
Options are granted from time to time under the Company’s Sharesave Plan, which is open to all
employees in the UK. It offers eligible employees the option to buy shares in the Company after a
period of three or five years funded from the proceeds of a savings contract to which they contribute
on a monthly basis. The exercise price reflects a discount to market value of up to 20%.
Restricted Share Awards
The Company has made a Restricted Share Award (RSA) to a number of eligible employees. Awards
made normally vest provided the participant remains in the Group’s employment during the performance
period and other conditions, specific to the individual awards, are met.
Further information relating to specific awards made to executive directors are set out in the Directors’
Remuneration Report on pages 112 to 134.
Movements in the year
Movements in the awards outstanding during the year were as follows:

|  | Year ended 31 March 2025 |  | Year ended 31 March 2024
|  | Weighted |  | Weighted
|  | average |  | average
|  | exercise |  | exercise
| Awards | price | Awards | price
| (number) | (pence) | (number) | (pence)
Outstanding at 1 April | 9 480 893 | 16p | 9 574 032 | 16p
Granted | 5 083 840 | 6p | 3 399 485 | 20p
Exercised | (2 857 869) | 6p | (1 966 442) | 16p
Lapsed | (1 683 883) | 11p | (1 526 182) | 27p
Outstanding at 31 March | 10 022 981 | 14p | 9 480 893 | 16p
Exercisable at 31 March | 71 641 | 361p | 101 675 | 187p

The weighted average market price of the Company’s ordinary shares on the dates on which awards
were exercised during the year was 668p (2024 – 792p).
Awards granted in the year
During the year, PSP awards were granted over 4,009,870 shares (2024 – 3,080,841 shares) and RSAs
were granted over 1,028,024 shares (2024 – nil). No shares were issued under the Group Bonus Plan in
the year (2024 – 186,415 shares). Sharesave options were granted over 45,946 shares (2024 – 132,229
shares). The compensation expense recognised in relation to these awards is based on the fair value of
the awards at their respective grant dates.
The weighted average fair values of the awards granted during the year and the principal assumptions
made in measuring those fair values were as follows:

|  | Year ended 31 March 2025 |  | Year ended 31 March 2024
| PSP | Sharesave | PSP | Sharesave
Fair value at grant date | 524p | 185p | 629p | 180p
Exercise price | – | 609p | – | 512p
Principal assumptions: |  |  |  |
Share price on grant date | 644p | 713p | 754p | 644p
|  | 3.3/5.3 |  |
Expected life of the awards | 3 years | years | 3 years | 3.3/5.3 years
Risk-free interest rate | 4.27% | 4.09% | 4.94% 4.07%/3.92%
Dividend yield on the Company’s shares | 3.15% | 2.71% | 2.55% | 3.00%
Volatility of the Company’s shares | 25% | 25% | 25% | 25%
Comparator share price volatility* | 22%–33% | – | 24%–33% | –
Comparator correlation* | 25% | – | 25% | –

* Assessed for TSR market performance condition.
193
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
32. Share-based payments continued
Awards granted in the year continued
The fair value of the awards was measured using a Monte Carlo simulation model, taking into account
factors such as exercise restrictions and behavioural considerations.
Expected volatility was based on the historical volatility of the market price of the Company’s shares
over the expected life of the awards.
Awards outstanding at the end of the year
The range of exercise prices and the weighted average remaining contractual life of the awards
outstanding at the end of the year were as follows:

|  | At 31 March 2025 |  | At 31 March 2024
|  | Weighted |  | Weighted
|  | average |  | average
|  | contractual |  | contractual
| Awards | life | Awards | life
Exercise price | (number) | (months) | (number) | (months)
Nil | 9 765 229 | 16.4 | 9 204 900 | 15.0
400p to 799p | 257 752 | 32.5 | 275 993 | 36.5
Total | 10 022 981 | 16.8 | 9 480 893 | 15.6

IFRS 2 permits net settled share-based payments to be treated as equity-settled in full, if certain criteria
are met, rather than the tax element being cash-settled. The amount the Group expects to pay to tax
authorities to settle the employees’ tax obligations in respect of equity-settled awards in the next
financial year is not materially different to the amounts paid in the current and prior financial years.
Refer to Note 23.
33. Provisions and contingent liabilities
A provision is a liability of uncertain timing or amount that is recognised when: 1) the Group has a
present obligation (legal or constructive) as a result of a past event; 2) it is more likely than not that
a payment will be required to settle the obligation; and 3) the amount can be reliably estimated.
Where a payment is not probable, or the amount of the obligation cannot be measured with sufficient
certainty, a contingent liability is disclosed. Contingent liabilities are also disclosed if a possible
obligation arises from past events, but its existence will be confirmed only by the occurrence or
non-occurrence of uncertain future events.
Provisions

|  |  |  |  | Contingent |
|  |  |  |  | liability |
|  | Restructuring |  | Litigation | recognised in |
| Insurance | and closure |  | and other | a business |
| provisions | provisions | Decommissioning | provisions | combination | Total
| £m | £m | £m | £m | £m | £m
At 1 April 2023 | 7 | – | – | 11 | – | 18
Provided in the year | 10 | 3 | – | 1 | – | 14
Released in the year | (2) | – | – | (3) | – | (5)
Utilised in the year | (8) | (2) | – | (3) | – | (13)
Currency translation |  |  |  |  |  |
differences | – | – | – | – | – | –
At 31 March 2024 | 7 | 1 | – | 6 | – | 14
Provided in the year | 3 | 31 | – | – | – | 34
Released in the year | (2) | – | – | (2) | – | (4)
Utilised in the year | (4) | (1) | – | (1) | – | (6)
Subsidiaries acquired | – | – | 20 | – | 16 | 36
Currency translation |  |  |  |  |  |
differences | – | – | – | – | – | –
At 31 March 2025 | 4 | 31 | 20 | 3 | 16 | 74

|  |  | At 31 March
|  | 2025 | 2024
|  | £m | £m
Provisions are expected to be utilised as follows: |  |  |
– | within one year | 36 | 12
– | after more than one year but before five years | 38 | 2
Total |  | 74 | 14

Insurance provisions include amounts provided by the Group’s captive insurance subsidiary in respect of
the expected level of insurance claims.
The difference between the carrying value and the discounted present value was not material in either
year. The amount and timing of settlement in respect of these provisions are uncertain and dependent
on various factors that are not always within management’s control.
Restructuring provisions
During the year ended 31 March 2025, the Group has recognised £31 million of restructuring provisions,
of which £21 million relates to the exit of operations in the Group’s tapioca starch investment in Thailand,
Chaodee Modified Starch Co., Ltd and principally relates to costs to decommission the facility. The
remaining £10 million relates to redundancy provisions linked to the integration of the CP Kelco
acquisition and efforts to realise synergy benefits from the acquisition.
194
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
33. Provisions and contingent liabilities continued
Decommissioning provision
On acquisition of CP Kelco, the Group has recognised an existing provision relating to decommissioning
costs for one of CP Kelco’s US plants where there is a legal obligation to return the land leased to its
original condition on termination of the lease.
Contingent liabilities
The Group is subject to claims and litigation generally arising in the ordinary course of its business.
Provision is made when liabilities are considered likely to arise and the expected quantum of the
exposure is estimable. The risk in relation to claims and litigation is monitored on an ongoing basis and
provisions amended accordingly.
In the year ended 31 March 2025, the Group recognised contingent liabilities totalling £36 million as a
result of the CP Kelco acquisition of which £16 million has been recorded in provisions and £20 million
as current tax liabilities. These contingent liabilities related principally to a withholding tax dispute which
is subject to legal process and a number of indirect tax exposures. These matters are specifically
indemnified as part of the sale and purchase agreement. The amount and timing of settlement in respect
of these contingent liabilities are uncertain and dependent on various factors that are not always within
management’s control.
It is not expected that other claims and litigation existing at 31 March 2025 will have a material adverse
effect on the Group’s financial position.
34. Commitments
Total commitments for the purchase of tangible and intangible non-current assets at 31 March 2025 are
£36 million (2024 – £39 million).
In the year ended 31 March 2024, the Group entered into a hedged (fixed) power purchase agreement
for its US plants to enable the Group to procure renewable energy certificates at a fixed rate
commencing on 1 October 2024. The total cost over the 12-year term is circa US$38 million.
The Group has various lease contracts that have not yet commenced at 31 March 2025. The future lease
payments for these non-cancellable lease contracts are £nil within one year, £1 million within five years,
and £nil thereafter. In the prior year, the Group had not entered into any non-cancellable lease contracts
that had not yet commenced as at 31 March 2024.
Commitments in respect of retirement benefit obligations are detailed in Note 31.
35. Acquisitions
Business combinations
A business combination is a transaction or other event in which the Group obtains control over a
business. Business combinations are accounted for using the acquisition method, the key elements of
which are detailed below.
Identifiable assets and liabilities of the acquired business are generally measured at their fair value at
the acquisition date. Retirement benefit obligations and deferred tax assets and liabilities are
measured in accordance with the Group’s accounting policies.
Consideration transferred represents the sum of the fair values at the acquisition date of the assets
given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for
control over the acquired business. Acquisition-related costs are charged to the consolidated income
statement in the period in which they are incurred (see Note 4 for acquisition-related costs excluded
from alternative performance measures).
Any non-controlling interest in the acquired business is measured either at fair value or at the non-
controlling interest’s proportionate share of the identifiable assets and liabilities of the business.
Goodwill arising in a business combination represents the excess of the sum of the consideration
transferred, the amount of any non-controlling interest in the acquired business and, where a business
combination is achieved in stages, the fair value at the acquisition date of the Group’s previously held
equity interest, over the net total of the identifiable assets and liabilities of the acquired business at the
acquisition date. Any remeasurement gain or loss on the previously held equity interest is recognised
in the consolidated income statement. Any shortfall, or negative goodwill, is recognised immediately
as a gain in the consolidated income statement.
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are
accounted for within equity. Any gain or loss upon loss of control is recognised in the consolidated
income statement.
195
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
35. Acquisitions continued
In the 2025 financial year:
On 15 November 2024 the Group completed the acquisition of 100% of the equity of (i) CP Kelco U.S.;
(ii) CP Kelco China; and (iii) CP Kelco ApS together with each of their respective subsidiaries (together
‘CP Kelco’), a leading provider of pectin, speciality gums and other nature-based ingredients, from
J.M. Huber Corporation (‘Huber’) for a total provisional consideration of US$1.8 billion (£1.4 billion).
Transaction costs of £56 million were expensed (refer to Note 8 for further details).
The provisionally determined fair value of identifiable net assets acquired was £1,211 million, resulting
in provisional goodwill at the acquisition date of £237 million, which is not deductible for tax purposes.
The valuation of the goodwill at £237 million remains provisional subject to finalisation of the completion
accounts working capital adjustment and purchase price allocation. The acquisition establishes the
Group as a leader in mouthfeel, a critical driver of customer solutions, and strengthens our expertise
across our three core platforms of Sweetening, Mouthfeel and Fortification. The resulting combined
product portfolio, technical expertise and complementary category offering delivers a compelling
customer proposition, significantly enhancing our solutions capabilities and increasing the opportunity to
benefit from growing global consumer demand for healthier, tastier and more sustainable food and
drink. It also expands our offering in the large and fast-growing speciality food and beverage ingredients
market and unlocks further growth opportunities in its core and adjacent markets. Finally, it accelerates
R&D and innovation through the combination of world-class scientific, technical and applications
expertise, driving the development of new plant-based ingredients and solutions. Accordingly, goodwill
represents the premium paid to secure ownership and control of a business which accelerates the
delivery of our strategy by enhancing our customer proposition.
Details of the acquisition are provided in the tables below:

| At 31 March
| 2025
Goodwill | £m
Shares issued, at fair value | 556
Cash consideration | 872
Contingent consideration | 20
Total consideration | 1 448
Less: fair value of net assets acquired | (1 211)
Provisional goodwill | 237

| At 31 March
| 2025
Cash flows | £m
Cash consideration | 872
Less: net cash acquired | (65)
Acquisition of business, net of cash acquired | 807

| Book |  |
| value on | Fair value | Total fair
| acquisition | adjustment | value
Fair value of net assets acquired | £m | £m | £m
Intangible assets (customer relationships, technology/know-how) | 9 | 221 | 230
Property, plant and equipment | 635 | 274 | 909
Deferred tax assets | 5 | – | 5
Inventories | 242 | 38 | 280
Trade and other receivables | 186 | – | 186
Cash and cash equivalents | 65 | – | 65
Borrowings including lease liabilities | (31) | – | (31)
Retirement benefit obligations | (26) | – | (26)
Deferred tax liabilities | (57) | (141) | (198)
Trade and other payables | (173) | – | (173)
Provisions | (36) | – | (36)
Net assets on acquisition | 819 | 392 | 1 211

Shares issued
75 million new ordinary shares were issued as part of the consideration to acquire CP Kelco. The fair
value of these shares was based on the published share price on 15 November 2024 of £7.415 per share.
The attributable cost of the issuance of the shares was not material and has been charged directly to
equity as a reduction in share premium.
Contingent consideration
Under the terms of the acquisition, Tate & Lyle will deliver deferred consideration of up to 10 million
additional Tate & Lyle ordinary shares to Huber at approximately the second-year anniversary of the
transaction. The number of shares to be delivered is subject to performance criteria based on Tate &
Lyle’s share price. The amount to be paid is contingent on Tate & Lyle’s volume-weighted average price
for the 30 trading days immediately preceding the second anniversary of the completion date. The full
10 million shares will be issued if Tate & Lyle’s share price over this period is at least £10, and no shares
will be issued if Tate & Lyle’s share price is £8.50 or below. The Group retains the option to pay part of
this deferred consideration in cash. The Group has included £20 million as contingent consideration
related to the additional consideration, which represents its fair value at the date of acquisition. At
31 March 2025, the contingent consideration has decreased to £1 million. Contingent consideration is
classified as a financial liability, and subsequently remeasured to fair value, with changes in fair value
recognised in profit or loss (in other M&A activity-related items, see Note 8). The contingent
consideration has been disclosed as a Level 3 financial instrument (see Note 29).
Contingent liability
Contingent liabilities at fair value totalling £36 million were recognised on a provisional basis at the
acquisition date of which £16 million has been recorded in provisions and £20 million as current tax
liabilities. These contingent liabilities related principally to a withholding tax dispute which is subject to
legal process and a number of indirect tax exposures. These matters are specifically indemnified as part
of the sales and purchase agreement. At 31 March 2025, the carrying value of the contingent liabilities
was reassessed with no change recorded based on the expected probable outcome (see Note 33).
Other matters
The gross amount of trade receivables is materially the same as the fair value of the trade receivables
and it is expected that the full contractual amounts can be collected.
196
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
35. Acquisitions continued
Other matters continued
The acquired business contributed revenue of £224 million and an operating profit of £18 million for
the period from acquisition on 15 November 2024 until 31 March 2025 (excluding the amortisation
of acquired intangibles, depreciation of acquired tangible assets and other fair value adjustments
recognised from the acquisition). Had the business been acquired at the beginning of the 2025 financial
year, it would have contributed revenue of £612 million and an operating profit of £38 million in the year
ended 31 March 2025.
In the 2024 financial year:
There were no acquisitions in the 2024 financial year.
36. Related party disclosure
Identity of related parties
The Group has related party relationships with its former joint venture Primient, the Group’s pension
schemes and with key management, being its Directors and executive officers. Key management
compensation is disclosed in Note 9. There were no other related party transactions with key
management.
Other than the Group’s interest in the Primient joint venture, there were no material changes in related
parties or in the nature of related party transactions during the 2025 financial year and no material
related party transactions containing unusual commercial terms in the current or prior year. On 27 June
2024 the Group completed the sale of its interest in the Primient joint venture, at this point it ceased being
a related party.
Related party transactions with the former joint venture Primient and outstanding balances during the
period of ownership

|  | Year ended 31 March
| 2025 | 2024
| £m | £m
Sales of goods and services to joint ventures and other income 1 | 11 | 39
Purchases of goods and services from joint ventures 1 | 48 | 243
Receivables due from joint ventures | – | 11
Payables due to joint ventures | – | 1

1 Represents transactions with Primient whilst it was still a related party before its disposal.
Transactions entered into by the Company, Tate & Lyle PLC, with subsidiaries and between subsidiaries
as well as the resultant balances of receivables and payables are eliminated on consolidation and are not
required to be disclosed.
Sales of goods and services to the Primient joint venture are considered in scope of IFRS 15 and relate
to the Group’s commitment under the long-term agreements in operation following its sale to produce
industrial starches for Primient under a tolling arrangement whereby Primient retains control of the net
raw material at all times. The Group earns a manufacturing margin for this production when the service
is provided. All associated income is earned in North America. The Group considers it appropriate
to exclude this amount from revenue and record the income in operating profit on the basis that this
income is generated with a related party, is not part of the Group’s normal revenue-generating activities
(where revenue is recognised when control of the goods is transferred), only arises because of the
relationship that exists in which Primient is a supplier of the Group, and is outside the Group’s core focus
on speciality food and beverage solutions.
37. Events after the balance sheet date
In May 2025 the Group extended the maturity of its US$800 million revolving credit facility by a year
to 2030.
There are no other post balance sheet events requiring disclosure in respect of the year ended
31 March 2025.
197
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
38. Related undertakings
A full list of related undertakings, comprising subsidiaries and joint ventures, is set out below. All are 100%
owned directly or indirectly by the Group except where percentage ownership is indicated with (X%).
Subsidiaries

Company name | Registered address |
United Kingdom 1 |  |
Astaxanthin Manufacturing Limited | 5 Marble Arch, London W1H 7EJ, UK |
CP Kelco UK Limited 4 | 5 Marble Arch London W1H 7EJ UK |
G.C. Hahn and Company Limited 2 | 5 Marble Arch, London W1H 7EJ, UK |
Hahntech International Limited | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Export Holdings Limited 2 | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Group Services Limited | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Holdings Americas Limited | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Holdings Limited 3 | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Mold UK Limited | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Industries Limited | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle International Finance PLC 2 | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Investments America Limited 3 | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Investments Brazil Limited | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle Investments Limited 2,3 | 5 Marble Arch, London W1H 7EJ, UK |
Tate & Lyle L.P. | 1209 | North Orange Street, Wilmington, DE 19801, US
Tate & Lyle Overseas Limited | 5 Marble Arch, London W1H 7EJ, UK
Tate & Lyle Pension Trust Limited 2 | 5 Marble Arch, London W1H 7EJ, UK
Tate & Lyle Technology Limited 2 | 5 Marble Arch, London W1H 7EJ, UK
Tate & Lyle UK Limited 2 | 5 Marble Arch, London W1H 7EJ, UK
Tate & Lyle Ventures II LP (99.5%) | 5 Marble Arch, London W1H 7EJ, UK
Tate & Lyle Ventures Limited 2 | 5 Marble Arch, London W1H 7EJ, UK
Tate & Lyle Ventures LP (99.5%) | 5 Marble Arch, London W1H 7EJ, UK
Argentina |  |
Tate & Lyle Argentina SA 4 | San Martín 140, 14th Floor, City of Buenos Aires, Argentina
Australia |  |
Tate & Lyle ANZ Pty Limited | Building 2, 1425 Boundary Road, Wacol QLD 4076,
| Australia |
Belgium |  |
CP Kelco Belgium BV4 | Horizonlaan 36 Genk Belgium 3600
Tate & Lyle Services (Belgium) N.V. 2 | Industrielaan 4 box 10-11, 9320 Aalst, Belgium
Bermuda |  |
Tate & Lyle Management & Finance Limited | c/o Ocorian Services (Bermuda) Limited, Victoria Place –
|  | 5 h Floor, 31 Victoria Street Hamilton HM 10 Bermuda

1

Company name | Registered address |
Brazil |  |
CP Kelco Brasil S.A. 4 | Avenida Araras, no 799 Vila Gloria, Limera CEP 13485-130, |
| São Paulo, Brazil |
Tate & Lyle Gemacom Tech Indústria e Comércio S.A. 4 | Rua Bruno Simili No. 380, Distrito Industrial, City of Juiz de |
| Fora, State of Minas Gerais, 36092-050, Brazil |
Tate & Lyle Solutions Brasil Limitada 4 | Rua Dr. Rubens Gomes Bueno, No. 691, Torre Sigma, |
| 10 h floor, Bairro Várzea de Baixo, 04730-903, Brazil |
British Virgin Islands |  |
SGF (Asia) Co., Limited | Kingston Chambers, PO Box 173, Road Town, Tortola, |
| British Virgin Islands |
SGF Investment Co., Limited | Kingston Chambers, PO Box 173, Road Town, Tortola, |
| British Virgin Islands |
Canada |  |
Tate & Lyle Solutions Canada Limited | Suite 300, 77 Westmorland Street, Fredericton, NB E3B |
| 4Y9, Canada |
Cayman Islands |  |
Sweet Green Fields Group Co., Limited | PO Box 309, Ugland House, Grand Cayman, KY1-1104, |
| Cayman Islands |
Chile |  |
Tate & Lyle Chile Comercial Ltda | Avenida Del Parque, 5275, Oficina 205, Huechuraba, |
| Santiago, CP 858075 Chile |
China |  |
CP Kelco (Shandong) Biological Company Limited 4 | 140 | Yanhe Road Wulian County, Shandong Province
| Rixzhao, China |
Quantum High Tech (Guangdong) Biological Co., Ltd 4 | 133 | Gaoxin Xi Road, Hi-Tech Zone, Jiangmen City,
| Guangdong, China
Sweet Green Fields Co., Limited 4 | Anji Economic Development Zone, Health Medicine
| Industry Garden, Huzhou, Zhejiang, China
Taixing CP Kelco Specialty Chemicals co., Ltd 4 | No.1 Futai Road, Taixing Economic Development District
| Taixing City, Jiangsu Province 225404 China
Tate & Lyle Investment (China) Limited 4 | 8 h Floor, No. 3 Building, No. 1535 Hongmei Road,
| Shanghai, 200233 China
Tate & Lyle Trading (Shanghai) Co. Ltd 4 | Room 1401, | Building 11, No. 1582, Gumei Road, Xuhui
| District, Shanghai, 200233, China |
Tate & Lyle Food Ingredients (Nantong) Company | New & Hi-Tech Industrial Development District, Rudong |
Limited 4 | county, Nantong City, 226400, China |

198
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
38. Related undertakings continued

Company name | Registered address |  |  |
Colombia |  |  |  |
Tate & Lyle Colombia S.A.S. 4 | Calle 11 #100-121 Of 309, Cali, Colombia |  |  |
Costa Rica |  |  |  |
Tate & Lyle Costa Rica Limitada | San Jose Merced, Edificio Torre Mercedes, Piso Octavo, |  |  |
| Oficinas De CDO Auditores, Costa Rica |  |  |
Croatia |  |  |  |
G.C. Hahn & Co. d.o.o. | Radnička cesta 80, Zagreb, 10 000, Croatia |  |  |
Denmark |  |  |  |
CP Kelco ApS | Ved Banen 16, Lille Skensved Denmark 4623 |  |  |
CP Kelco Japan ApS | Ved Banen 16, Lille Skensved Denmark 4623 |  |  |
CP Kelco Services ApS | Ved Banen 16, Lille Skensved Denmark 4623 |  |  |
Egypt |  |  |  |
Tate & Lyle Egypt LLC | 87 Street 9, Maadi, Cairo, Egypt |  |  |
France |  |  |  |
CP Kelco France SARL 4 | 123 rue Jules Guesdes, 92300 Levallois-Perret, France |  |  |
Tate & Lyle Ingredients France S.A.S. | 3-5 rue Saint-Georges, |  | 75009, | Paris, France
Germany |  |  |  |
CP Kelco Germany GmbH 4 | Pomosin-Werk 5 Grossenbrode Germany 23775 |  |  |
G.C. Hahn & Co. Stabilisierungstechnik GmbH | Roggenhorster Strasse 31, 23556, Lübeck, Germany |  |  |
G.C. Hahn & Co. Cooperationsgesellschaft mbH | Roggenhorster Strasse 31, 23556, Lübeck, Germany |  |  |
Tate & Lyle Germany GmbH | Roggenhorster Strasse 31, 23556, Lübeck, Germany |  |  |
Gibraltar |  |  |  |
Tate & Lyle Insurance (Gibraltar) Limited | Suite 913, Europort, Gibraltar |  |  |
Greece |  |  |  |
Tate & Lyle Greece A.E. | 69 K. N Papadaki, Thessaloniki, 54248 Greece |  |  |
Hong Kong |  |  |  |
Quantum High Tech (HK) Biological Co., Ltd | 31F Tower Two, Times Square, 1 Matheson Street |  |  |
| Causeway Bay, Hong Kong |  |  |
Sweet Green Fields International Co., Limited | 2701, | 27th Floor, Central Plaza, 18 Harbour Road, Wanchai, |  |
| Hong Kong |  |  |
Italy |  |  |  |
Tate & Lyle Italia S.P.A. |  |  | Via Verdi, 1-CAP 20002 Ossona, Milano, Italy
India |  |  |  |
CP Kelco India Private Limited 4 | Vihar Road, Andheri (East) Mumbai Maharashtra 400072 | Marwah Centre, 3 rd Floor Krishanlal Marwah Marg Off Sake |  |
| India |  |  |
Indonesia |  |  |  |
PT Tate and Lyle Indonesia | Jagat Office Building, Lantai 2 Unit B, Jl. Tomang Raya No. |  |
| 28-30, Jakarta Barat, | 11430, | Indonesia |
Ivory Coast |  |  |  |
Tate & Lyle Ivory Coast 4 | Espace Sete, 2ème Etage Boulevard Latrille, Carrefour |  |
| Macaci, Abidjan 06, Cocody II Plateaux ENA, 06 BP 1808, |  |
| Côte d’Ivoire |  |  |
Japan |  |  |  |
Tate & Lyle Japan KK | Kashikei Building 7F, 2-19-3 Shinbashi, Minato-ku, Tokyo, |  |
| Japan |  |  |

Company name | Registered address |
Lithuania |  |
UAB G.C. Hahn & Co. 5 | Vito Gerulaičio str. 10-101, LT-08200, Vilnius, Lithuania |
Mexico |  |
Tate & Lyle México, S. de R.L. de C.V. 4 | Piso 2, Av. Universidad 749, Col del Valle Sur, Ciudad de |
| México, 03100, | México
Mexama, S.A. de C.V. 4 (65%) | Calle lago de tequesquitengo, No 111 Col. Cuahutemoc
| C.P. 62430, | Morelos, México
Talo Services de Mexico, S.C. 4 | Piso 2, Av. Universidad 749, Col del Valle Sur, Ciudad de
| México, 03100, | México
Morocco |  |
T&L Casablanca S.A.R.L. | 22, Rue du Parc, Casa Théâtre Centre, Anfa, Casablanca,
| Morocco
Netherlands |  |
Nederlandse Glucose Industrie B.V. | Lagendijk 5, Koog aan de Zaan, 1541KA, The Netherlands
Tate & Lyle Netherlands B.V. | Lagendijk 5, Koog aan de Zaan, 1541KA, The Netherlands
Poland |  |
Tate & Lyle Global Shared Services Sp.z o.o. | Ul. Piotrkowska 157A Łódź 90-440 Poland
Singapore |  |
CP Kelco Singapore Pte., Ltd. | Harbourfront Avenue #14-07 Keppel Bay Tower 098632
| Singapore
Tate & Lyle Asia Pacific Pte. Ltd. | 3 Biopolis Drive, #05-11-16 Synapse, 138623 Singapore
Slovakia |  |
Tate & Lyle Boleráz s.r.o. | 114, Boleráz, 91908, Slovakia
Tate & Lyle Slovakia s.r.o. | 114, Boleráz, 91908, Slovakia
South Africa |  |
Tate and Lyle South Africa Proprietary Limited | 1 Gravel Drive, Kya Sand Business Park, Kya Sand, 2163, |
| South Africa |
Spain |  |
G.C. Hahn Estabilizantes y Tecnologia para Alimentos | Calle Príncipe de Vergara 112, Planta Cuarta, 28002, |
| Madrid, Spain |
Ebromyl S.L. | Ps. de la Constitución 10, Entlo. Dcha., 50008, Zaragoza, |
| Spain |
Sweden |  |
Tate & Lyle Sweden AB | Mäster Samuelsgatan 17, Box 1432, 111 84, Stockholm, |
| Sweden |
Tanzania |  |
Zanea Seaweed Company Limited 4 | Saateni Street, P.O. Box 3471, Malindi, Zanzibar Tanzania |
Thailand |  |
Chaodee Modified Starch Co., Ltd (95.3491%) | No. 345, Moo 14, Hin Dat Subdistrict, Dan Khun Thot |
| District, Nakhon Ratchasima Province, Thailand |
Tate & Lyle Trading (Thailand) Limited | No. 345, Moo 14, Hin Dat Subdistrict, Dan Khun Thot |
| District, Nakhon Ratchasima Province, Thailand |
Türkiye |  |
Tate and Lyle Turkey G da Hizmetleri Anonim Şirketi | Esentepe Mah., Büyükdere Cad., 193 Plaza Kat: 2 |
| 193/235A14 Şişli, İstanbul, Türkiye |
Ukraine |  |
PII G.C. Hahn & Co. Kyiv 4 | 15 Zahorodnia Street, Kyiv, 03150, Ukraine |

199
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
38. Related undertakings continued

Company name | Registered address |
United Arab Emirates |  |
Tate & Lyle DMCC | Unit JLT-PH2-RET-X5, Detached Retail X5, Jumeirah |
| Lakes Towers, Dubai, United Arab Emirates |
USA |  |
CP Kelco US Inc 2,4 | 1209 | North Orange Street Wilmington, DE 19801, USA
Kelco Company 4 | 1209 | North Orange Street Wilmington, DE 19801, USA
Staley Holdings LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
Staley International Inc. | 208 | So Lasalle Street, Suite 814 Chicago ,IL 60604-1101,
| USA |
Sweet Green Fields USA LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle Finance LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
TLHUS, Inc. | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle Sucralose LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
TLI Holding LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle Malic Acid LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle Sugar Holdings, Inc. | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle Americas LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle Citric Acid LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle Solutions USA LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle PP Americas LLC | 1209 | North Orange Street, Wilmington, DE 19801, USA
Tate & Lyle Domestic International Sales II Corporation | 1209 | North Orange Street, Wilmington, DE 19801, USA

Former joint venture

Company name | Registered address |
US |  |
Primary Products Investments LLC (49.7%) 6 | 1209 | North Orange Street, Wilmington, DE 19801, US

1 Registered in England and Wales, except Tate & Lyle L.P. which is registered in Delaware, US.
2 Direct subsidiaries of Tate & Lyle PLC.
3 Entity also issues preference shares which are 100% attributable to Tate & Lyle PLC.
4 Non-coterminous year end (31 December).
5 Entity was dissolved on 14 February 2025.
6 The Group’s share of Primary Products Investments LLC (Primient) was disposed on 27 June 2024.
The results, assets and liabilities and cash flows of those entities whose financial years are not
coterminous with that of the Group are consolidated or equity accounted in the Group’s financial
statements on the basis of management accounts for the year ended 31 March.
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control would be
accounted for within equity. Any gain or loss upon loss of control would be recognised in the
consolidated income statement.
39. Subsidiaries exempt from audit
The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of
the Companies Act 2006 for the year ended 31 March 2025.
Subsidiaries

Company name | Registered number
Tate & Lyle Export Holdings Limited | 10021479
Tate & Lyle Group Services Limited | 00343970
Tate & Lyle Holdings Americas Limited | 06390829
Tate & Lyle Holdings Limited | 00471470
Tate & Lyle Industries Limited | 00699090
Tate & Lyle Investments America Limited | 10384878
Tate & Lyle Investments Brazil Limited | 05399545
Tate & Lyle Technology Limited | 05994725
Tate & Lyle UK Limited | 09092139
Tate & Lyle Ventures Limited | 03403518

200
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
Parent Company Balance Sheet
Notes
At 31 March
2025
£m
At 31 March
2024
£m
ASSETS
Fixed assets
Tangible fixed assets (including right-of-use assets of £8 million
(2024 – £9 million))
2 11 13
Intangible assets 2 2 2
Investments in subsidiary undertakings 2 1 679 1 095
Total
1 692 1 110
Current assets
Debtors 4 1 172 1 557
1 172 1 557
Creditors – amounts falling due within one year 5 (874) (1 240)
Borrowings (including lease liabilities of £2 million (2024 – £2 million)) 6 (2) (2)
Net current assets
296 315
Total assets less current liabilities
1 988 1 425
Creditors – amounts falling due after more than one year 5 (1) –
Borrowings (including lease liabilities of £7million (2024– £9 million)) 6 (7) (9)
Net assets
1 980 1 416
Capital and reserves
Called up share capital 8 139 117
Share premium account
942 408
Capital redemption reserves
8 8
Retained earnings
891 883
Total shareholders’ funds
1 980 1 416
The Company recognised profit for the year of £302 million (2024 – £96 million).
The notes on pages 203 to 207 form part of these financial statements. The Parent Company’s financial
statements on pages 201 to 207 were approved by the Board of Directors on 21 May 2025 and signed on
its behalf by:
Nick Hampton Sarah Kuijlaars
Director Director
Tate & Lyle PLC
Registered number: 76535
201
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
Parent Company Statement of Changes in Equity
Called up
share
capital
£m
Share
premium
account
£m
Capital
redemption
reserves
£m
Retained
earnings
£m
Total
equity
£m
At 31 March 2023 117 408 8 875 1 408
Profit for the year – – – 96 96
Other comprehensive income – – – 1 1
Total comprehensive income – – – 97 97
Purchase of own shares including net settlement – – – (25) (25)
Share-based payments – – – 12 12
Dividends paid – – – (76) (76)
At 31 March 2024 117 408 8 883 1 416
Profit for the year – – – 302 302
Other comprehensive expense – – – (1) (1)
Total comprehensive income – – – 301 301
Issue of share capital 22 534 – – 556
Purchase of own shares including net settlement – – – (225) (225)
Share-based payments – – – 12 12
Dividends paid – – – (80) (80)
At 31 March 2025 139 942 8 891 1 980
At 31 March 2025, the Company had realised profits available for distribution in excess of £700 million
(2024 – £675 million).
202
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
Notes to the Parent Company Financial Statements
1. Principal accounting policies
Basis of preparation
Tate & Lyle PLC (the Company) is a public limited company incorporated in the United Kingdom and
registered in England. The Company’s ordinary shares are listed on the London Stock Exchange.
The Company’s financial statements are prepared under the historical cost convention in accordance
with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and the Companies Act
2006 as at 31 March 2025, with comparative figures as at 31 March 2024.
For the reasons set out on page 152, the Company’s financial statements are prepared on a going
concern basis.
As permitted by Section 408 of the Companies Act 2006, the Company’s profit and loss account is not
presented in these financial statements. Profit and loss account disclosures are presented in Note 10.
The results of the Company are included in the preceding Group consolidated financial statements.
The following disclosure exemptions from the requirements of UK-Adopted International Accounting
Standards have been applied in the preparation of these financial statements, in accordance with
FRS 101:
 the requirements of IAS 7 Statement of Cash Flows;
 the requirements of paragraph 17 and 18(a) of IAS 24 Related Party Disclosures;
 the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into
between two or more members of a group, provided that any subsidiary which is a party to the
transaction is wholly owned by such a member;
 the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative
information in respect of paragraph 79(a)(iv) of IAS 1, paragraph 73(e) of IAS 16 Property, Plant and
Equipment and 118(e) of IAS 38 Intangible assets;
 the requirements of IFRS 7 Financial Instruments: Disclosures;
 the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors;
 the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-Based Payments;
 the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
 the requirements of paragraphs 10(d) (statement of cash flows), 10(f) (statement of financial position
as at the beginning of the preceding period when an entity applies an accounting policy
retrospectively), 38(A to D) (comparative information), 111 (statement of cash flows) and 134 to 136
(capital management) of IAS 1 Presentation of Financial Statements;
 the requirements of paragraphs 52 and 58 of IFRS 16 Leases; and
 the requirements of paragraph 16 of IAS 1.
The Company intends to maintain these disclosure exemptions in future years.
Accounting policies
Investments in subsidiary undertakings
Subsidiaries are all entities over which the Company has control. The Company controls an entity when it
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity.
Investments in subsidiary undertakings represent interests that are directly owned by the Company and
are stated at cost less amounts written off for any permanent diminution in value.
Tangible fixed assets
Land and buildings mainly comprise of administrative facilities. Plant and machinery mainly comprise of
office equipment. Fixed assets are stated at historical cost less accumulated depreciation and
impairment and are reviewed for impairment when any changes in circumstances indicate that their
carrying amounts may not be recoverable.
Intangible assets
Intangible assets comprise computer software and are amortised on a straight-line basis over the
periods of their expected benefit to the Company. Capitalised costs in respect of core global IS/IT
systems included within computer software are being amortised over a period of five to seven years and
are reviewed for impairment when any changes in circumstances indicate that their carrying amounts
may not be recoverable.
Retirement benefits
The Company participates in a defined benefit pension scheme in which certain of its subsidiaries also
participate. The Company, which is not the principal employer, cannot identify its share of the underlying
assets and liabilities of the scheme. Accordingly, as permitted by IAS 19 Employee Benefits, the
Company accounts for the scheme as a defined contribution scheme and charges its contributions to
the scheme to the profit and loss account in the periods in which they fall due.
Share-based payments
As described in Note 32 to the consolidated financial statements, the Company operates share-based
incentive plans under which it grants awards over its ordinary shares to its own employees and to those
of its subsidiary undertakings. All of the awards granted under the existing plans are classified as
equity-settled awards.
Estimating fair value for share-based transactions requires determination of the most appropriate
valuation model which depends on the terms and conditions of each individual grant. This estimation
also requires determination of the most appropriate inputs to the valuation model and represents a key
source of estimation uncertainty.
For awards granted to its own employees, the Company recognises an expense that is based on the
fair value of the awards measured at the grant date using the Monte Carlo Simulation model. For awards
granted to employees of its subsidiary undertakings, the Company recognises a capital contribution to
the subsidiary and a corresponding credit to equity calculated on the same basis as the expense that it
recognises for awards to its own employees.
203
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
1. Principal accounting policies continued
Guarantees
From time to time, the Company provides guarantees to third parties in respect of the indebtedness of its
subsidiary undertakings and joint ventures. On adoption of IFRS 17 Insurance Contracts, the Company
made an election to apply IAS 32, IFRS 7 and IFRS 9 whereby liabilities relating to guarantees issued by
the Company on behalf of its subsidiaries are initially recognised at fair value and subsequently
measured at the higher of:
 the expected credit loss (ECL) measured using the general approach; and
 the amount initially recorded less, when appropriate, accumulated amortisation.
The Company treats such guarantees issued as capital contributions to its subsidiaries unless payments
are to be received, in which case a separate receivable is recognised.
Own shares
Own shares represent the Company’s ordinary shares that are held by the Company in treasury or by a
sponsored Employee Benefit Trust that are used to satisfy awards made under the Company’s share-
based incentive plans. When own shares are acquired, the cost of purchase in the market is deducted
from the profit and loss account reserve. Gains or losses on the subsequent transfer or sale of own
shares are also recognised in the profit and loss account reserve.
Dividends
Dividends on the Company’s ordinary shares are recognised when they have been appropriately
authorised and are no longer at the Company’s discretion. Accordingly, interim dividends are recognised
when they are paid and final dividends are recognised when they are declared following approval by
shareholders at the Company’s AGM. Dividends are recognised as an appropriation of shareholders’
funds. Details of dividends paid and proposed are set out in Note 9.
Dividend income received from subsidiary companies is recognised when the right to receive the
payment is established.
Debtors
Debtors are recognised initially at fair value. Subsequent to initial recognition they are measured at
amortised costs or their recoverable amount. The Company recognises an allowance for expected credit
losses based on the difference between the contractual cash flows due in accordance with the contract
and all the cash flows that the Group expects to receive, discounted at an approximation of the original
effective interest rate.
Creditors
Trade payables are predominantly short-term and are initially recognised at fair value, which is generally
the invoice amount. The effects of the time-value of money are not material.
Contingent consideration
Contingent consideration is classified as a financial liability, and subsequently remeasured to fair value,
with changes in fair value recognised in profit or loss.
2. Fixed assets
Land and
buildings
£m
Plant and
machinery
£m
Intangible
assets
£m
Investments
in
subsidiaries
£m
Cost
At 1 April 2024 20 1 7 1 261
Additions – – – 584
At 31 March 2025 20 1 7 1 845
Accumulated depreciation/amortisation/impairment
At 1 April 2024 8 – 5 166
Depreciation/amortisation/impairment charge 2 – – –
At 31 March 2025 10 – 5 166
Net book value at 31 March 2024 12 1 2 1 095
Net book value at 31 March 2025 10 1 2 1 679
3. Leases
At the commencement date of the lease, the Company recognises lease liabilities measured at the
present value of future lease payments. In calculating the present value of lease payments, the Company
uses the incremental borrowing rate at the lease commencement date.
The right-of-use assets presented in the Company balance sheet comprise of tangible fixed assets
being leases of office buildings. The Company recognises right-of-use assets at the commencement
date of the lease. Right-of-use assets are measured at cost including the amount of lease liabilities
recognised and initial direct costs incurred less any incentives granted by the lessor. Right-of-use assets
are subject to impairment. Right-of-use assets are depreciated over the shorter of the lease term and the
useful life of the right-of-use assets.
Movements in right-of-use assets are included in land and buildings in Note 2 Fixed Assets.
The total cash outflow for leases in the year ended 31 March 2025 was £2 million (2024 – £3 million).
Leases of buildings usually have lease terms between 1 and 16 years.
204
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
4. Debtors
At 31 March
2025
£m
2024
£m
Due within one year
Current tax 46 19
Amounts owed by subsidiary undertakings
1
1 115 1 528
Other debtors
1,2
11 5
Due after one year
Deferred tax – 5
Total 1 172 1 557
1 The effective interest rate applicable to amounts owed by subsidiary undertakings at 31 March 2025 is 4.4% (2024 – 6.2%). Amounts
owed by subsidiary undertakings are receivable on demand. There is no security for non-trading amounts. The Company has assessed
the effect of expected credit loss on amounts owed by subsidiary undertakings and other debtors and has concluded that £nil provision
is necessary (2024 – £nil).
2 Includes £nil million (2024 – £1 million) in relation to financial guarantee contracts.
5. Creditors
At 31 March
2025
£m
2024
£m
Due within one year
Amounts owed to subsidiary undertakings
1
848 1 220
Other creditors
2
14 8
Accruals and deferred income 12 12
Due after one year
Other creditors
3
1 –
Total 875 1 240
1 The effective interest rate applicable to amounts owed to subsidiary undertakings at 31 March 2025 was 6.6% (2024 – 6.8%). Amounts
owed to subsidiary undertakings are repayable on demand. There is no security for non-trading amounts.
2 Includes £5 million (2024 – £3 million) related to financial guarantee contracts.
3 Includes £1 million related to contingent consideration on acquisition of CP Kelco US (2024 – £nil). Refer to Note 35 in the consolidated
financial statements for further information.
6. Borrowings
At 31 March 2025, borrowings of £9 million (2024 – £11 million) relate to lease liabilities. £2 million
(2024 – £2 million) of the total relates to current lease liabilities. Lease liabilities are measured at the
present value of the future lease payments, discounted using lessee’s incremental borrowing rate at the
lease commencement date.
7. Guarantees and financial commitments
At 31 March 2025, the Company has recognised financial guarantee contracts with a carrying value of
£5 million (2024 – £3 million).
These guarantees have been given in respect of committed financing of certain of its subsidiaries
totalling £1,857 million (2024 – £1,187 million), against which amounts drawn totalled £1,221 million
(2024 – £540 million). These guarantees relate principally to the guarantee provided on behalf of
Tate & Lyle International Finance PLC, the Group’s treasury company in respect of the £758 million
(US$980 million) US Private Placement Notes (2024 – £537 million, US$680 million), £229 million
€275 million US Private Placement Notes (2024 – £nil, €nil) and £230 million of €275 million term
facility agreement (2024 – £nil, €nil). Further details in Note 26 of the Group’s financial statements.
The Company has also given guarantees in respect of lease commitments of certain of its subsidiaries
totalling £34 million (2024 – £19 million). In addition, the Company provides other guarantees in the
normal course of business totalling £52 million (2024 – £42 million).
The total amounts drawn against the guarantees of £1,306 million (2024 – £601 million) represent the
maximum exposure to credit risk relating to these guarantees (i.e. they represent the maximum amount
the Company would need to pay if the financial guarantees were to be called upon). The Company has
assessed the probability of material loss under these guarantees as remote.
Commitments in respect of retirement benefit obligations are detailed in Note 11.
The Company will guarantee the debts and liabilities of certain of its UK subsidiaries at 31 March 2025 in
accordance with section 479C of the Companies Act 2006. The Company has assessed the probability
of loss under these arrangements as remote.
At 31 March 2025, the Company had outstanding capital commitments of £nil million (2024 – £nil).
205
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
8. Share capital and share premium
Allotted, called up and fully paid equity share capital
Year ended 31 March 2025 Year ended 31 March 2024
Number of
shares
Cost
£m
Number of
shares
Cost
£m
At 1 April 401 694 461 117
401 637 112 117
Allotted under share option schemes 29 760 –
57 349 –
Issued in business combination 75 000 000 22
– –
At 31 March 476 724 221 139
401 694 461 117
Refer to Note 23 in the consolidated financial statements for details of movement in share premium and
shares held in the Employee Benefit Trust.
9. Dividends on ordinary shares
Dividends on ordinary shares in respect of the financial year:
Year ended 31 March
2025
Pence
2024
Pence
Per ordinary share:
– interim dividend paid
6.4 6.2
– final dividend proposed 13.4
12.9
Total dividend
19.8
19.1
The Directors propose a final dividend for the financial year of 13.4p per ordinary share that, subject to
approval by shareholders, will be paid on 1 August 2025 to shareholders who are on the Register of
Members on 20 June 2025.
Dividends on ordinary shares paid in the financial year:
Year ended 31 March
2025
£m
2024
£m
Final dividend paid relating to the prior financial year 51 52
Interim dividend paid relating to the financial year 29 24
Total dividend paid 80 76
Based on the number of ordinary shares outstanding at 31 March 2025 and the proposed dividend per
share, the final dividend for the financial year is expected to amount to £59 million.
10. Profit and loss account disclosures
The Company recognised a profit for the year of £302 million (2024 – £96 million).
Fees payable to the Company’s external auditor, Ernst & Young LLP, for the audit of the Company’s
financial statements amounted to £0.1 million (2024 – £0.1 million). Refer to Note 7 of the consolidated
financial statements.
The Company employed an average of 155 people (including Directors) during the year (2024 – 151).
Staff costs are shown below:
Year ended 31 March
2025
£m
2024
£m
Wages and salaries 24 25
Social security costs 4 4
Other pension costs 3 4
Share-based incentives 6 11
Total 37 44
Directors’ emoluments disclosures are provided in the Directors’ Remuneration Report on pages 112 to
134 and in Note 9 of the consolidated financial statements.
No deferred tax assets have been recognised in respect of deductible temporary differences and losses
of £358 million (2024 – £342 million) as there is uncertainty as to whether taxable profits against which
these assets may be recovered will be available. The majority of these assets are in relation to tax losses.
206
FINANCIAL STATEMENTS
Tate & Lyle PLC Annual Report 2025
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
11. Retirement benefit obligations
Plan information
The Company participates in a defined benefit plan together with another subsidiary company,
Tate & Lyle Industries Ltd. In the 2020 financial year, a bulk annuity insurance policy ‘buy-in’ was
completed for the main UK scheme. In June 2023, the main UK pension scheme entered winding up.
This ‘buy-out’ is expected to be completed in the Group’s 2026 financial year. Refer to Note 31 of the
consolidated financial statements for further details. The plan is closed to new entrants and future
accruals. The Company has circa 289 pensioners and deferred pensioners out of a total membership
of 4,278 (excluding dependent beneficiaries).
The Company also operates a defined contribution pension plan. Contributions payable by the Company
to the plan during the year amounted to £3 million (2024 – £3 million).
The Company has provided a full liability guarantee in respect of the pension obligations of Tate & Lyle
Industries Ltd, the other participating employer.
Funding commitments of the plan
As a result of the main UK scheme entering winding up, a triennial actuarial valuation, which is normally
required by UK regulations, no longer needs to be completed. Following the purchase of the bulk annuity
insurance policy (buy-in) in the main UK scheme, both core contributions to the scheme and
supplementary contributions to the secured funding account have ceased. Whilst the insurer has now
assumed responsibility for the ongoing administration of the main UK scheme, the Group continues to
fund other ongoing administration costs until the ‘buy-out’ is completed.
12. Events after the balance sheet date
There are no post-balance sheet events requiring disclosure in respect of the year ended 31 March 2025.
207
Tate & Lyle PLC Annual Report 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS USEFUL INFORMATION